Guotai Junan Securities : PROXY FORM FOR THE SOLICITATION OF VOTES BY INDEPENDENT NON-EXECUTIVE DIRECTOR FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 12 AUGUST 2020

國 泰 君 安 証 券 股 份 有 限 公 司

GUOTAI JUNAN SECURITIES CO., LTD.

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

(Stock Code: 02611)

PROXY FORM FOR THE SOLICITATION OF VOTES BY INDEPENDENT NON-EXECUTIVE

DIRECTOR FOR USE AT THE EXTRAORDINARY GENERAL MEETING

TO BE HELD ON 12 AUGUST 2020

			Number of H shares to which
			this Proxy Form relates (Note 1)
I/We (Note 2)
of			,

being the registered holder(s) of H shares in the share capital of Guotai Junan Securities Co., Ltd. (the "Company"), hereby confirm as the appointor that I/we have, prior to signing this proxy form for the solicitation of votes by independent non-executive directors (the "Form of Proxy of INED"), read carefully the full texts of the notice (the "Notice") of the extraordinary general meeting (the "EGM") of the Company (and any adjournment thereof) to be held on Wednesday, 12 August 2020 at City Hotel Shanghai, No. 5-7 Shaanxi South Road, Shanghai, the PRC and other relevant documents, and have been sufficiently informed about details relating to the current solicitation of votes. I/we have the right to, at any time prior to on-site registration at the EGM, revoke my/our appointment of the soliciting party as proxy under the Form of Proxy of INED in accordance with procedures specified in the Notice.

Unless otherwise stated, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 24 July 2020 (the "Circular").

As the appointor, I/we hereby appoint Mr. Xia Dawei, an independent non-executive Director, to act as my/our proxy to attend and act for me/us on my/our behalf at the EGM or at any adjournment thereof and to vote at such meeting or at any adjournment thereof in respect of the resolutions as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

			Special Resolutions		For (Note 4)	Against (Note 4)	Abstain (Note 4)
1.		Consider and approve the proposed adoption of the Restricted Share Incentive
		Scheme of A Shares (Draft) and its summary.
2.		Consider and approve the proposed adoption of the Measures for the
		Implementation, Appraisal and Management of the Restricted Share Incentive
		scheme of A Shares.
3.		Consider and approve the proposed authorization to the Board to deal with matters
		in relation to the Restricted Share Incentive Scheme of A Shares.
Date:				Signature(s) (Note 5):

Notes:

1. Please insert the number of shares in the Company registered in your name(s) and to which the Form of Proxy of INED relates. If no such number is inserted, the Form of Proxy of INED will be deemed to relate to all the shares in the Company registered in your name(s).
2. Please insert your full name(s) and address as registered in the Company's H share register of members in BLOCK CAPITALS.

3 Any alteration made to this proxy form must be initialed by the person who signs it.

1. 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 ABSTAINING A RESOLUTION, TICK [✔] IN THE RELEVANT BOX BELOW THE BOX MARKED "ABSTAIN" (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 exercise his/her discretion or to abstain. Your proxy will also be entitled to vote or abstain at his/her discretion on any resolution properly proposed to the meeting other than those referred to in the notice for the meeting.
2. This proxy form must 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).
3. To be valid, this completed and signed proxy form together with the power of attorney (if any) and other authorization document (if any) which have been notarized must be deposited at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by not less than 24 hours before the time designated for the EGM (i.e., by 2:00 p.m. on Tuesday, 11 August 2020) or any adjournment thereof (as the case may be).
4. Please refer to the circular of the Company dated 24 July 2020 for the details of the above resolution to be proposed at the EGM for consideration and approval.
5. In the case of joint shareholders, any one of such persons may vote at the meeting, either in person or by proxy, in respect of such shares as if he/she was solely entitled thereto. If more than one of such joint shareholders attend the meeting, either in person or by proxy, the vote of the person, whose name stands first on the register of members of the Company in respect of such shares shall be accepted to the exclusion of the vote(s) of the other joint shareholder(s).