I/We (Note 2), of
being the registered holder(s) of
(the "Company"), hereby designate (Note 3) of

(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

ANNUAL GENERAL MEETING TO BE HELD ON 28 MAY 2021

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

,

H shares of Shenwan Hongyuan Group Co., Ltd.

,

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 annual general meeting (the "AGM") of the Company to be held at 2:00 p.m. on Friday, 28 May 2021 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 (special resolution is marked by *) 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 AGM dated 28 April 2021.

RESOLUTIONS

FOR

AGAINST

ABSTAIN

(Note 4)

(Note 4)

(Note 4)

1.

To consider and approve the 2020 work report of the Board of Directors

2.

To consider and approve the 2020 work report of the Board of Supervisors

3.

To consider and approve the 2020 annual financial report

4.

To consider and approve the 2020 profit distribution plan

5.

To consider and approve the 2020 annual report

6.

To consider and approve the resolution regarding the estimated ordinary related party

transactions for 2021

6.1

Ordinary related party transactions with China Jianyin Investment Ltd. and its

subsidiaries

6.2

Ordinary related party transactions with other related parties

7.

*To consider and approve the resolution regarding the granting of general mandate to

the Board of Directors to issue additional A Shares and H Shares of the Company

8.

*To consider and approve the resolution regarding the Shareholder Return Plan of the

Company for the Next Three Years (2021-2023)

9.

To consider and approve the resolution regarding the provision of guarantee for

Hongyuan Hengli (Shanghai) Industrial Co., Ltd.

10.

To consider and approve the resolution regarding the appointment of auditors of the

Company for 2021

11.

*To consider and approve the resolution regarding the amendments to the articles of

Association

12.

*To consider and approve the resolution regarding the amendments to the Rules of

Procedure of the Board of Directors

13.

*To consider and approve the resolution regarding the amendments to the Rules of

Procedure of the Board of Supervisors

14.

To consider and approve the resolution regarding the amendments to the Plan of

Granting Authorization by the General Meeting to the Board of Directors (2020)

RESOLUTIONS

FOR

AGAINST

ABSTAIN

(Note 4)

(Note 4)

(Note 4)

15.

To consider and approve the resolution regarding the election of candidates for non-

The cumulative poll method shall be adopted for voting

independent Directors of the fifth session of the Board of Directors of the Company

on the resolution (Note 5)

15.1

To consider and approve the election of Mr. Chu Xiaoming as an executive Director of

the fifth session of the Board of Directors of the Company

15.2

To consider and approve the election of Mr. Yang Wenqing as an executive Director of

the fifth session of the Board of Directors of the Company

15.3

To consider and approve the election of Mr. Huang Hao as an executive Director of the

fifth session of the Board of Directors of the Company

15.4

To consider and approve the election of Ms. Ge Rongrong as a non-executive Director

of the fifth session of the Board of Directors of the Company

15.5

To consider and approve the election of Mr. Ren Xiaotao as a non-executive Director

of the fifth session of the Board of Directors of the Company

15.6

To consider and approve the election of Mr. Zhang Yigang as a non-executive Director

of the fifth session of the Board of Directors of the Company

15.7

To consider and approve the election of Mr. Zhu Zhilong as a non-executive Director

of the fifth session of the Board of Directors of the Company

16.

To consider and approve the resolution regarding the election of independent Directors

The cumulative poll method shall be adopted for voting

of the fifth session of the Board of Directors of the Company

on the resolution (Note 5)

16.1

To consider and approve the election of Ms. Yeung Siuman Shirley as an independent

non-executive Director of the fifth session of the Board of Directors of the Company

16.2

To consider and approve the election of Mr. Wu Changqi as an independent non-

executive Director of the fifth session of the Board of Directors of the Company

16.3

To consider and approve the election of Mr. Chen Hanwen as an independent non-

executive Director of the fifth session of the Board of Directors of the Company

16.4

To consider and approve the election of Mr. Zhao Lei as an independent non-executive

Director of the fifth session of the Board of Directors of the Company

17.

To consider and approve the resolution regarding the election of Supervisors of the

The cumulative poll method shall be adopted for voting

fifth session of the Board of Supervisors of the Company

on the resolution (Note 5)

17.1

To consider and approve the election of Mr. Xu Yiyang as a Supervisor of the fifth

session of the Board of Supervisors of the Company

17.2

To consider and approve the election of Ms. Chen Yan as a Supervisor of the fifth

session of the Board of Supervisors of the Company

17.3

To consider and approve the election of Mr. Jiang Yang as a Supervisor of the fifth

session of the Board of Supervisors of the Company

Date:

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 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. If no name is inserted, the Chairman of the AGM 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. The cumulative poll method shall be adopted for the resolutions 15 to 17. Please indicate by inserting the number of votes in the space provided as to how you wish your votes to be cast. The number of votes each shareholder is entitled to shall be equal to the number of shares with voting rights held by him/her multiplied by the number of Directors to be elected, and shareholders may allocate his/her votes arbitrarily to candidates to the extent of the number of Directors to be elected (he/she can allocate no vote to any candidate) provided that the total number of votes allocated shall not be more than the number of votes he/she is entitled to.
  6. 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.
  7. 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 AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the AGM or any adjournment thereof in person if you so wish.
  8. 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.
  9. Shareholders or their proxies attending the AGM shall produce their identity documents.

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Shenwan Hongyuan Group Co. Ltd. published this content on 27 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 April 2021 13:02:06 UTC.