Shanghai Dongzheng Automotive Finance : PROXY FORM FOR THE ANNUAL GENERAL MEETING AND ANY ADJOURNED MEETING(S) THEREOF

Shanghai Dongzheng Automotive Finance Co., Ltd.*

上 海 東 正 汽 車 金 融 股 份 有 限 公 司

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

(Stock code: 2718)

PROXY FORM FOR THE ANNUAL GENERAL MEETING AND

ANY ADJOURNED MEETING(S) THEREOF

I/We (Note 1) of (Note 1)

being the registered holder(s) of

Domestic Shares/

Unlisted Foreign Shares/

H Shares (Note 2)

of Shanghai Dongzheng Automotive Finance Co., Ltd.* (the ''Company''), hereby appoint the Chairman of the meeting

or

of		(Note 3)

as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting to be held at Unit ABC, 30/F, Mirae Asset Tower, No. 166 Lu Jia Zui Ring Road, Shanghai, the PRC at 2 : 00 p.m. on Wednesday, 26 May 2021 as indicated hereunder in respect of the following resolutions. In absence of any indication, the proxy may vote at his/her own discretion.

ORDINARY RESOLUTIONS

For (Note 4)

Against (Note 4) Abstain (Note 4)

1. To consider and approve the report of the Directors for the year ended 31 December 2020.
2. To consider and approve the report of the Supervisory Committee for the year ended 31 December 2020.
3. To consider and approve the audited financial statements of the Company for the year ended 31 December 2020.
4. To consider and approve the annual report of the Company for the year ended 31 December 2020.
5. To consider and approve the authorisation to the Board to approve annual financial budget of the Company for the year ending 31 December 2021.
6. To consider and, if thought fit, approve that the Company will not declare final dividend for the year ended 31 December 2020.
7. To consider and approve the authorisation to the Board to deal with all issues in relation to the Company's distribution of interim dividend for the year 2021 at its absolute discretion (including, but not limited to determining whether to distribute interim dividend for the year 2021).

• For identification purposes only

ORDINARY RESOLUTIONS

For (Note 4)

Against (Note 4)

Abstain (Note 4)

1. To consider and approve the proposal on the election of Directors of the second session of the Board of Directors, and to authorise the Board to determine the remuneration of the Directors for the year 2021 :
2. 1. To elect Mr. Lin Fan as an executive Director of the second session of the Board of Directors
   2. To elect Mr. Shao Yongjun as an executive Director of the second session of the Board of Directors
   3. To elect Mr. Koh Tee Choong as a non-executive Director of the second session of the Board of Directors
   4. To elect Mr. Li Guozhou as a non-executive Director of the second session of the Board of Directors
   5. To elect Mr. Wong Man Chung Francis as an independent non-executive Director of the second session of the Board of Directors
   6. To elect Ms. Liang Yanjun as an independent non-executive Director of the second session of the Board of Directors
   7. To elect Professor Qin Zheng as an independent non-executive Director of the second session of the Board of Directors
3. To consider and approve the proposal on the election of Supervisor of the second session of the Supervisory Committee, and to authorise the Board to determine the remuneration of the Supervisors for the year 2021 :
4. 1. To elect Mr. Li Huihua as a Supervisor of the second session of the Supervisory Committee
5. To consider and approve the authorization to the Board to appoint new director(s) to fill up any casual vacancy of the Board, who shall hold office only until the next general meeting of the Company.
6. To consider and approve the re-appointment of KPMG as the auditor of the Company for a term until the conclusion of the next annual general meeting of the Company, and to authorise the Board to determine its remuneration.

SPECIAL RESOLUTION

For (Note 4)

Against (Note 4)

Abstain (Note 4)

12. To consider and approve the grant of a general mandate to the Board to issue the Debt Financing Instruments.

Date:

Signature (Note 5, 6 and 7):

Notes:

1. Please insert the full name(s) and address(es) (as shown in the register of members) in BLOCK CAPITALS. The name of all joint registered holders should be stated.
2. Please delete as appropriate and insert the number of shares in the Company registered in your name(s) to which this form of proxy relates. If no number is inserted, this proxy form will be deemed to be related to all the shares in the capital of the Company registered in your name(s) (whether held alone or jointly with others).
3. If any proxy other than the Chairman of the meeting is preferred, please delete the words ''the Chairman of the meeting'' 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 stead. A proxy need not be a shareholder of the Company. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE PLACE (✓) IN THE BOX MARKED ''FOR''. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE PLACE (✓) IN THE BOX MARKED ''AGAINST''. IF YOU WISH TO ABSTAIN FROM VOTING, PLEASE PLACE (✓) IN THE BOX MARKED ''ABSTAIN''. If the form returned is duly signed but without specific direction on any of the resolutions, the proxy is entitled to vote or abstain from voting at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy is entitled, in relation to that particular proposed resolution, to vote or abstain from voting at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those set out in the notice convening the meeting. The shares abstained from voting will be counted in the calculation of the majority required for approving a resolution.
5. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be executed under its common seal or under the hand of its legal representative or an attorney duly authorised to sign the same. If this form of proxy is signed by an attorney of the appointer, the power of attorney authorizing that attorney to sign, or other documents of authorisation, must be notarised.
6. In the case of joint holders, the one whose name stands first in the register of members shall alone be entitled to attend and vote at the meeting in respect of such shares.
7. In order to be valid, this proxy form together with any notarised power of attorney or other documents of authorisation (if any) must be deposited at (i) 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 holders of H Shares) or (ii) the Registered Office of the Company at Unit ABC, 30/F, Mirae Asset Tower, No. 166 Lu Jia Zui Ring Road, Shanghai, the PRC (for holders of Domestic Shares and Unlisted Foreign Shares) not less than 24 hours before the time of holding the meeting or any adjourned meeting(s) thereof.
8. Completion and delivery of this proxy form will not preclude you from attending and voting at the annual general meeting if you so wish.