2017 Document No. 3 of the Second Extraordinary General Meeting of the Year

Proposal to Request the Shareholders’ Meeting to Authorize the Board of Directors and Its Delegated Representatives

Proposal on Authorizing Full Authority to Handle Matters Related to the Non-Public Issuance of Exchangeable Corporate Bonds

Dear Shareholders:

In accordance with the Company’s proposed non-public issuance of exchangeable corporate bonds to specific investors, and in order to effectively coordinate the specific matters arising during the issuance process and to ensure the lawful and efficient completion of this issuance, the Board of Directors, pursuant to the provisions of the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Measures for the Issuance and Trading of Corporate Bonds, as well as other applicable laws, regulations, departmental rules, normative documents, and the Company’s Articles of Association, proposes that the Shareholders’ Meeting authorize the Board of Directors and any persons to whom the Board may delegate such authority, within the framework and principles set forth in the resolution of the Shareholders’ Meeting, to exercise full power to handle all specific matters relating to this non-public issuance of exchangeable corporate bonds, including but not limited to:

1 In accordance with applicable national laws and regulations, relevant provisions of the securities regulatory authorities, and resolutions passed by the Company’s Shareholders’ Meeting, and taking into account the actual circumstances of the Company and the market, to formulate, revise, and adjust the issuance terms of this convertible corporate bond offering, including, but not limited to, determining the subscribers, the specific issuance size and tranches, the specific bond types and the composition of the bond maturities, the bond interest rate, the initial conversion price and the conversion period, the collateral arrangements, the specific uses of the proceeds, the debt-servicing guarantee mechanisms, the trading and liquidity arrangements, the redemption and put mechanisms, the mechanisms for adjusting and revising the conversion price, and the default resolution mechanisms; and to decide on all matters related to the issuance terms, including the timing of the offering and the dedicated account for the proceeds.

2 , engage intermediary institutions to provide services for this non-public issuance of exchangeable corporate bonds, including but not limited to the lead underwriter, bond trustee, law firm, and credit rating agency.

3 , shall be responsible for the specific implementation of the application, filing, and listing and transfer of these exchangeable corporate bonds, including but not limited to: preparing, signing, amending, submitting, and executing contracts or agreements and other necessary legal documents related to the application, filing, and listing and transfer of these exchangeable corporate bonds (including but not limited to the offering circular, underwriting agreement, bond trustee management agreement, rules of the bondholders’ meeting, bond transfer service agreement, etc.), as well as handling the Guotai Junan securities that are earmarked for exchange. A Handle the pledge and share-exchange procedures for shares; prepare and submit to the regulatory authorities application documents, response letters, closing documents, offering documents, and other materials related to the review of listing and transfer applications; process bond transfer transactions following completion of the offering; and conduct relevant information disclosure in accordance with applicable national laws and regulations, the relevant provisions of the securities regulatory authorities, and the company’s articles of association.

4 , determine the specific arrangements for the use of raised funds within the designated purposes and the overall fund utilization plan based on actual circumstances.

5 In accordance with applicable national laws and regulations, the relevant provisions of the securities regulatory authorities, and the terms set forth in the offering documents, the Company shall undertake the specific management of the outstanding term of these exchangeable corporate bonds, including, but not limited to, information disclosure, principal and interest repayment, supplementation of collateral, adjustment and correction of the share-exchange price and implementation thereof, as well as redemption and put-back procedures.

6 In the event of changes in national laws, regulations, relevant policies of the securities regulatory authorities, or market conditions, except for matters that, pursuant to applicable laws and regulations and the Articles of Association, must be re-examined by the Shareholders’ Meeting, the specific plan for this non-public issuance of exchangeable corporate bonds may be amended or adjusted in accordance with applicable laws and regulations and the Articles of Association, as well as the opinions of the securities regulatory authorities (if any), or, depending on the circumstances, a decision may be made as to whether to postpone the issuance or to proceed with it.

7 , and shall assume full responsibility for handling all other matters related to the application, filing, and listing and transfer of these exchangeable corporate bonds.

8 The foregoing authorization shall be effective from the date on which the resolution of the shareholders’ meeting is adopted until the date on which the aforementioned authorized matters have been duly completed.

The Board of Directors hereby proposes to the Shareholders’ Meeting that it authorize the Chairman to serve as the authorized representative for this issuance, to handle, on behalf of the Company, all matters related to the issuance of exchangeable corporate bonds within the scope and duration of such authorization as determined by the resolution of the Shareholders’ Meeting and as further delegated by the Board of Directors.

Please review the above report.

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