Orient Securities : FORM OF PROXY OF HOLDERS OF H SHARES FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON MAY 13, 2021

(A joint stock company incorporated in the People's Republic of China with limited liability under the Chinese corporate name "東方證券股份有限公司" and carrying on business

in Hong Kong as "東方證券" (in Chinese) and "DFZQ" (in English))

(Stock Code: 03958)

FORM OF PROXY OF HOLDERS OF H SHARES FOR USE

AT THE ANNUAL GENERAL MEETING TO BE HELD ON MAY 13, 2021

						Number of H Shares to which this
						form of proxy relates (Note 1)
I/We (Note 2)
of
being shareholder(s) of		H Shares (Note 3) of 東方證券股份有限公司 (the "Company"),
hereby appoint the Chairman of the meeting or (Note 4)
of

as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting ("AGM") of the Company to be held at Meeting Room, 15/F, No. 119 South Zhongshan Road, Shanghai, the People's Republic of China on Thursday, May 13, 2021 at 2:00 p.m. and any adjournment thereof. I/We direct that my/our votes be cast on the resolutions set out in the notice of the AGM dated April 15, 2021

as indicated in the appropriate boxes below, and, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS

For(Note 5)

Against(Note 5)

Abstain(Note 5)

1. To consider and approve the report of the Board of Directors of the Company for the year 2020.
2. To consider and approve the report of the Supervisory Committee of the Company for the year 2020.
3. To consider and approve the final accounts report of the Company for the year 2020.
4. To consider and approve the profit distribution proposal of the Company for the year 2020.
5. To consider and approve the proposal regarding the proprietary business scale of the Company in 2021.
6. To consider and approve the annual report of the Company for the year 2020.
7. To consider and approve the proposal regarding the projected routine related-party transactions of the Company in 2021, including:

7.01 Routine related-party transactions with Shenergy (Group) Company Limited and its related companies;

1. 7.02 Routine related-party transactions with other related parties.

2. To consider and approve the proposal regarding the expected provision of guarantees by the Company in 2021.
3. To consider and approve the proposal in relation to the election of independent non-executive director of the Company.
4. To consider and approve the proposal regarding the allowances for independent supervisors of the Company.
5. To consider and approve the proposal regarding the engagement of auditing firms for the year 2021.

SPECIAL RESOLUTIONS

For(Note 5)

Against(Note 5)

Abstain(Note 5)

12. To consider and approve the proposal regarding the amendments to certain articles of the articles of association of the Company.

SPECIAL RESOLUTIONS

For(Note 5)

Against(Note 5)

Abstain(Note 5)

13. To consider and approve the proposal regarding the general mandate to issue offshore debt financing instruments of the Company, including: 13.01 Issue methods;

13.02 Issue type;

13.03 Issue size;

13.04 Issuer;

13.05 Issue term;

13.06 Issue interest rate, way of payment and issue price;

13.07 Security and other arrangements;

13.08 Use of proceeds;

1. 1. Target subscribers;
   2. Listing of debt financing instruments;
   3. Authorization of issuance of offshore debt financing instruments;
   4. Validity period of resolution.
2. To consider and approve the proposal regarding the use of proceeds from previous fund-raising activities.
3. To consider and approve the proposal on the Company's compliance with requirements on rights issue.
4. To consider and approve the proposal on the public issuance of shares by way of rights issue of the Company.
5. 1. Type and nominal value of the issued shares;

16.02 Method of the issuance;

16.03 Base, proportion and number of the rights issue;

16.04 Pricing principle and issuance price;

16.05 Target subscribers for the issuance;

16.06 Distribution arrangement for accumulated undistributed profits of the Company prior to the issuance plan;

16.07 Time of issuance;

16.08 Method of sale;

1. 1. Use of proceeds from the rights issue;
   2. Effective period of the resolutions of the rights issue;
   3. Listing of shares to be issued.
2. To consider and approve the proposal on the plan of public issuance of shares by way of rights issue of the Company.
3. To consider and approve the proposal on feasibility analysis report on use of proceeds to be raised from rights issue by the Company.
4. To consider and approve the proposal on risk warning regarding dilution of immediate returns by rights issue to existing shareholders and remedial measures and undertakings given by relevant parties.
5. To consider and approve the proposal on the submission to the general meeting of the Company for full authorization to the Board to deal with relevant matters in relation to the rights issue.

Date:

Signature (Note 6) :

Notes:

1. Please insert the number of H Shares registered in your name(s) to which this form of proxy relates. This form of proxy will be deemed to relate to such number of H Shares inserted. 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 stead. A proxy need not be a shareholder of the Company. 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 discretion. Unless you have indicated otherwise in this form of proxy, your proxy will also be entitled to vote at his discretion on any resolution duly put to the AGM other than those referred to in the notice convening the AGM.
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 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 is signed by a person on behalf of the appointor pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority 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 holders of H Shares of the Company) not less than 24 hours before the time for holding the AGM (i.e. before 2:00 p.m. on Wednesday, May 12, 2021).
8. Where there are joint holders of any H Shares of the Company, any one of such persons may vote at the AGM, 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 is present at the AGM, either personally or by proxy, then one of the said persons so present whose name stands first in the register of members of the Company in respect of such H Shares shall alone be entitled to vote in respect thereof. A proxy need not be a shareholder of the Company. In the event that a shareholder appoints more than one proxy to attend the AGM, such proxies may only exercise their voting rights in a poll.