China Development Bank Financial Leasing Co., Ltd. — Proxy Solicitation & Information Statement 2017

Sep 22, 2017

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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國銀金融租賃股份有限公司[] CHINA DEVELOPMENT BANK FINANCIAL LEASING CO., LTD.[] (A joint stock limited company incorporated in the People’s Republic of China)

(Stock Code: 1606)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of China Development Bank Financial Leasing Co., Ltd. (the “ Company ”) will be held at 2:00 p.m. on Wednesday, 8 November 2017 at the No.7 Meeting Room, 52/F, New World Center, No. 6009 Yitian Road, Futian District, Shenzhen, Guangdong Province, the PRC to consider and, if thought fit, to approve the following resolutions:

Ordinary Resolutions

1. to consider and approve the very substantial acquisitions in relation to the purchase of 60 Boeing aircraft.

2. to consider and approve the very substantial acquisitions in relation to the purchase of 45 Airbus aircraft.

By order of the Board CHINA DEVELOPMENT BANK FINANCIAL LEASING CO., LTD. WANG Xuedong

Chairman

Shenzhen, the PRC 22 September 2017

• CHINA DEVELOPMENT BANK FINANCIAL LEASING CO., LTD. is (a) not an authorized institution within the meaning of the Banking Ordinance; (b) not authorized to carry on banking/ deposit-taking business in Hong Kong; and (c) not subject to the supervision of the Hong Kong Monetary Authority.

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Notes:

1. CLOSURE OF REGISTER OF MEMBERS, ELIGIBILITY FOR ATTENDING THE EGM

Holders of H Shares are advised that the register of members for H Shares will be closed from Tuesday, 10 October 2017 to Wednesday, 8 November 2017 (both days inclusive). Shareholders whose names appear on the register of members of the Company on Wednesday, 8 November 2017 are entitled to attend and vote at the EGM. Holders of H Shares who wish to attend the EGM but have not registered the transfer documents are required to deposit the transfer documents together with the relevant share certificates at the H share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712– 1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on Monday, 9 October 2017.

2.

PROXY

Shareholders entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote in their stand. A proxy need not be a shareholder of the Company.

The instrument appointing a proxy must be in writing under the hand of a shareholder or his/ her attorney duly authorised in writing. If the shareholder is a corporate body, the proxy form must be either executed under its common seal or under the hand of its legal representative(s) or director(s) or duly authorised attorney(s). If the proxy form is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other authorisations document must be notarised.

For holders of H shares, the proxy form together with the power of attorney or other authorisation document (if any) must be lodged at the H share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in person or by post not less than 24 hours before the time fixed for holding the EGM (i.e. before 2:00 p.m. on Tuesday, 7 November 2017) or any adjournment thereof (as the case may be). Shareholders can still attend and vote at the EGM upon completion and return of the proxy form.

3. REPLY SLIP

Holders of H Shares who intend to attend the EGM in person or by proxy should return the reply slip to the H share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong on or before Thursday, 19 October 2017.

4. CONTACT DETAILS OF THE COMPANY

Contact Address: 50–52/F, New World Center, No. 6009 Yitian Road, Futian District, Shenzhen, Guangdong Province, the PRC

Contact Person: BAI Huihui Contact Telephone: (86) 18038180376 Contact Fax: (86) 755 2398 0900

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5. PROCEDURES FOR VOTING AT THE EGM

According to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at the EGM will be taken by poll.

6. OTHER BUSINESS

The EGM is expected to last for approximately half a day. Shareholders (in person or by proxy) attending the EGM are responsible for their own transportation and accommodation expenses.

Shareholders or their proxies attending the EGM shall produce their identity documents.

As at the date of this notice, the executive Directors are Mr. WANG Xuedong, Mr. FAN Xun and Mr. HUANG Min; the non-executive Directors are Mr. GENG Tiejun, Ms. LIU Hui and Mr. LI Yingbao; and the independent non-executive Directors are Mr. ZHENG Xueding, Mr. XU Jin and Mr. ZHANG Xianchu.

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