Yangtze Optical Fibre and Cable Joint Stock C : Proxy Form for the Extraordinary General Meeting to be held on Thursday, February 21, 2019

Yangtze Optical Fibre and Cable Joint Stock Limited Company* ڗ࠭ΈᜄΈ᝙ٰ΅Ϟࠢʮ̡

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

(Stock Code: 6869)

Proxy Form for the Extraordinary General Meeting

to be held on Thursday, February 21, 2019

I/We (Note 1)

of

being the registered holder(s) of (Note 2) H shares of RMB1.00 each in the share capital of Yangtze Optical Fibre and Cable Joint Stock Limited Company* (the "Company") hereby appoint the Chairman of the Meeting

or (Note 3)

of as my/our proxy to attend and act for me/us at the extraordinary general meeting (the "Meeting") of the Company to be held at Multi-Media Meeting Room, 201# Building, No. 9 Guanggu Avenue, East Lake High-tech Development Zone, Wuhan, Hubei Province, PRC on Thursday, February 21, 2019 at 2:30 p.m. or any adjournment thereof, for the purpose of considering and if thought fit, passing the resolutions set out in the notice convening the Meeting, and to vote on behalf of me/us under my/our name as indicated below (Note 4) in respect of the resolutions to be proposed at the Meeting and any of its adjournment (Note 4).

Unless otherwise indicated, capitalized terms used herein shall have the same meaning as those defined in the circular of the Company dated January 4, 2019.

ORDINARY RESOLUTION

FOR(Note 4)

AGAINST(Note 4)ABSTAINED (Note 4)

• 1. To consider and approve the estimates of the 2019 annual transaction amounts for the related party transactions during the ordinary and usual course of business as set out in Appendix I to the circular of the Company dated January 4, 2019, and that the board of directors of the Company (the "Board") or such persons as authorized by the Board, be authorized to enter into specific business agreements with the related parties from time to time in the year 2019 within the limits of the estimates on the transaction amounts, for each transaction contemplated under this proposal during the ordinary and usual course of business.

  SPECIAL RESOLUTIONS

• 2. To consider and approve the proposal for the Employee Share Ownership Plan as set out in Appendix II to the circular of the

• Company dated January 4, 2019.

• 3. To consider and approve the proposal for Management Measures on Employee Share Ownership Plan.

• 4. To authorize the Board to implement and handle matters regarding the Employee Share Ownership Plan.

Dated this day of 2019

Signed (Note 5)

Notes:

Important: You should first read the circular of the Company dated January 4, 2019 before appointing a proxy.

1. 2.

Please insert the full name(s) and address(es) as registered in the register of members of the Company in BLOCK CAPITALS.

Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

3.

If a proxy other than the Chairman of the meeting is preferred, please cross out the words "the Chairman of the Meeting or" and insert the full name and address of the proxy (or proxies) desired in the space provided. If you are a shareholder of the Company who is entitled to attend and vote at the Meeting convened by the aforementioned notice, you are entitled to appoint one or more proxies to attend, speak and vote on your behalf. A proxy need not be a shareholder of the Company. Any changes to this proxy form should be initialed by the person who signs it.

4.

IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK THE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN FROM VOTING ON THE RESOLUTION, PLEASE TICK THE BOX MARKED "ABSTAINED". If no direction is given, the proxy will be entitled to vote or abstain from voting as he thinks fit. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting. The shares abstained will not be counted in the calculation of the required majority.

5.

This proxy form must be signed by you, or your attorney duly authorized in writing or, if you are a corporation, must either be executed under the common seal or under the hand of a director or duly authorized attorney(s). If this proxy form is signed by an attorney of a shareholder, the power of attorney or other authorization document (if any) under which it is signed must be notarized.

6.

In the case of joint holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders are present at the Meeting whether attending 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 share (no matter present in person or by proxy) shall be accepted to the exclusion of the vote(s) of the other joint holder(s).

7.

8.

To be valid, this proxy form together with the power of attorney or other authorization document (if any) must be deposited at the H share registrar of the Company for holder of H shares by hand or by post not less than 24 hours before the time fixed for holding the Meeting (i.e. not later than 2:30 p.m. on Wednesday, February 20, 2019) or any adjournment thereof (as the case may be). Completion and delivery of this proxy form will not preclude shareholders from attending and voting in person at the Meeting if he/she so wishes. In such event, the instrument appointing a proxy shall be deemed to be revoked. The H share registrar of the Company is Tricor Investor Services Limited, whose address is at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong. On a poll, every shareholder present in person or by proxy shall be entitled to one vote for each share of the Company registered in his name. The result of such poll shall be deemed to be the resolution of the meeting at which the poll was so taken.

9.

References to time and dates in this form are to Hong Kong time and dates.

*

For identification purposes only