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Jinshang Bank Co., Ltd. AGM Information 2021

May 20, 2021

50670_rns_2021-05-20_67713660-5b97-4474-8fa4-db2b7273b091.pdf

AGM Information

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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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JINSHANG BANK CO., LTD.[] 晉商銀行股份有限公司[]

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

(stock code: 2558)

REVISED NOTICE OF THE 2020 ANNUAL GENERAL MEETING

Reference is made to the notice of the 2020 annual general meeting (the “ AGM ”) of Jinshang Bank Co., Ltd. (the “ Bank ”) to be held on June 10, 2021 (the “ Original AGM Notice ”) and the proxy form of the AGM (the “ Original AGM Proxy Form* ”), both dated April 23, 2021, and the announcement of the Bank dated April 30, 2021 in relation to the proposed appointment of executive Directors.

Pursuant to the requirements of the Company Law of the People’s Republic of China, the Articles of Association of the Bank and the Rules of Procedures of the Shareholders’ General Meeting of the Bank, shareholders separately or jointly holding more than 3% of the total shares of the Bank with voting rights can propose extraordinary resolutions 10 days before holding the general meeting. On May 19, 2021, Shanxi Financial Investment Holding Group Co., Ltd. (山西金融投資控股集團有限公司), a shareholder separately holding approximately 12.25% of the total shares with voting rights, requested in writing for the inclusion of the following resolutions (the “ New Resolutions ”) to be considered at the AGM pursuant to the applicable PRC laws and regulations: To consider and approve the appointment Ms. HAO Qiang and Mr. ZHANG Yunfei as executive Directors of the Bank. The Board of Directors of the Bank agreed to submit the new resolutions to the AGM for consideration. Accordingly, the Bank hereby revises the Original AGM Notice as follows to incorporate the New Resolutions, printed copies of the revised notice of the AGM (the “ Revised AGM Notice ”) and the revised proxy form of the AGM (the “ Revised AGM Proxy Form ”) will be dispatched to the shareholders of the Bank on May 20, 2020. The Revised AGM Notice and the Revised AGM Proxy Form will also be available on the websites of The Stock Exchange of Hong Kong Limited ( www.hkexnews.hk ) and the Bank ( http://www.jshbank.com/ ). The date, time and address for holding the AGM remain unchanged.

REVISED NOTICE IS HEREBY GIVEN that the annual general meeting of the Bank will be held at Conference Room, 22nd Floor, No. 59 Changfeng Street, Xiaodian District, Taiyuan, Shanxi Province, the PRC at 10:00 a.m. on June 10, 2021 (Thursday).

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The following resolutions will be considered and, if thought fit, approved by the shareholders of the Bank at the AGM:

ORDINARY RESOLUTIONS

  1. To consider and approve the Work Report of the Board of Directors for 2020;

  2. To consider and approve the Work Report of the Board of Supervisors for 2020;

  3. To consider and approve the Profit Distribution Plan for 2020;

  4. To consider and approve the Report of Final Financial Accounts for 2020;

  5. To consider and approve the Financial Budget for 2021;

  6. To consider and approve the Report of the Board of Supervisors on Supervision and Assessment on the Performance of Duties by Directors during 2020;

  7. To consider and approve the Report of the Board of Supervisors on Assessment on the Performance of Duties by Supervisors during 2020;

  8. To consider and approve the Report of the Board of Supervisors on Supervision and Assessment on the Performance of Duties by Senior Management during 2020;

  9. To consider and approve the Determination of the Write-off Amount for Nonperforming Loans and Bad Debts for 2021;

  10. To consider and approve the Amendments to the Administrative Measures on Write-off of Bad Debts;

  11. To consider and approve the Appointment of Auditors to Audit Financial Statements for 2021;

  12. To consider and approve the Appointment of Ms. HAO Qiang as an Executive Director of the Bank;

  13. To consider and approve the Appointment of Mr. ZHANG Yunfei as an Executive Director of the Bank;

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SPECIAL RESOLUTIONS

  1. To consider and approve the Issuance of Financial Bonds; and

  2. To consider and approve the Issuance of Non-fixed Term Capital Bonds.

By order of the Board of Directors Jinshang Bank Co., Ltd.* LI Weiqiang Joint Company Secretary

Taiyuan, the PRC

May 20, 2021

As of the date of this notice, the board of directors comprises Mr. LI Shishan, Mr. XIANG Lijun, Mr. LIU Chenhang, Mr. LI Yang and Mr. WANG Jianjun as non-executive directors; and Mr. JIN Haiteng, Mr. SUN Shihu, Mr. WANG Liyan, Mr. DUAN Qingshan, Mr. SAI Zhiyi and Mr. YE Xiang as independent non-executive directors.

  • Jinshang Bank Co., Ltd. is not an authorized institution within the meaning of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorized to carry on banking/deposit-taking business in Hong Kong.

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Notes:

  1. The details about the aforesaid resolutions proposed for consideration and approval at the AGM will be set out in the circular of the AGM to be despatched by the Bank as at May 20, 2021.

2. Registration Procedures for Attending the AGM

Individual shareholders who wish to attend the meeting in person shall produce their identity cards or other effective document(s) or proof of identity and stock account cards. Proxies of individual shareholders shall produce their effective document of identity and proxy form. A corporate shareholder should attend the meeting by its legal representative or proxy appointed by the legal representative. A legal representative who wishes to attend the meeting should produce his/her identity card or other valid document(s) evidencing his/her capacity as a legal representative. If being appointed to attend the meeting, the proxy should produce his/her identity card and an authorization instrument duly signed by the legal representative of the corporate shareholder.

3. Reply Slip

The shareholders who intend to attend and vote at the AGM (in person or by proxy) shall complete the reply slip for the AGM, and return it in person, by post or by facsimile to the H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for the H shareholders), or the office of the board of directors of the Bank (the “Office of the Board”) at No. 59 Changfeng Street, Xiaodian District, Taiyuan, Shanxi Province, the PRC (for the domestic shareholders), on or before May 21, 2021 (Friday).

In the event that, according to the reply slips received by the Bank, the number of shares with voting rights represented by those shareholders intending to attend the AGM fails to reach more than half of the total number of shares with rights to vote at the AGM, the AGM may be postponed.

4. Proxy

Any shareholder entitled to attend and vote at the AGM is entitled to appoint one or more person(s) (if the shareholder holds two or more issued shares), whether (each of) such person(s) is a shareholder of the Bank or not, as his/her/its proxy or proxies to attend and vote on his/her/its behalf at the AGM. The instrument appointing a proxy must be signed by the shareholder or his/her attorney duly authorized in writing. For a corporate shareholder, the proxy instrument must be affixed with the common seal or signed by its director or attorney duly authorized in writing. If the power of attorney of the proxy is signed by the authorized person of the appointer under a power of attorney or other authorization document(s) given by the appointer, such power of attorney or other authorization document(s) shall be notarized and served at the same time as the power of attorney. To be valid, the form of proxy, together with a notarially certified copy of the power of attorney or other authorization document(s) must be delivered to the Bank’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 H shareholders), or to the Office of the Board at No. 59 Changfeng Street, Xiaodian District, Taiyuan, Shanxi Province, the PRC (for the domestic shareholders) no later than 24 hours before the scheduled time for the holding of the AGM (i.e. 10:00 a.m. on June 9, 2021 (Wednesday) (the “ Closing Time ”)) or any adjournment thereof (as the case may be). In case of registered joint holders of any shares, any one of the registered joint holders can vote on such shares at the AGM in person or by proxy as if he/she is the only holder entitled to vote. If more than one registered joint holders attend the AGM in person or by proxy, only the vote of the person whose name appears first in the register of members of the Bank relating to such shares (in person or by proxy) will be accepted as the sole and exclusive vote of the joint holders. After the completion and return of the form of proxy and the power of attorney, you can attend and vote in person at the AGM or any adjournment thereof should you so wish. In this case, the power of attorney will be deemed to have been revoked.

Since the Original AGM Proxy Form sent together with the Original AGM Notice dated April 23, 2021 have been revised, the Revised AGM Proxy Form will be sent to the holders of H Shares. Any holder of H Shares who intends to appoint a proxy to attend the AGM but has not yet lodged the Original AGM Proxy Form is required to complete and return the enclosed Revised AGM Proxy Form in accordance with the instructions printed thereon. In such case, the Original AGM Proxy Form should not be lodged with the Bank. Any holder of H Shares who has already lodged the Original AGM Proxy Form with the Bank should also complete and return the enclosed Revised AGM Proxy Form in accordance with the instructions printed thereon.

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If a holder of H Shares has already lodged the Original AGM Proxy Form despatched by the Bank on April 23, 2021, he/she/it should note that:

  • (i) if no Revised AGM Proxy Form is lodged by the holder of H Shares, the Original AGM Proxy Form will be treated as a valid proxy form lodged by the holder of H Shares if duly completed. The proxy appointed under the Original AGM Proxy Form will also be entitled to vote in accordance with the instructions previously given by the holder of H Shares or at his/her/its discretion (if no such instructions are given) on any resolution properly put to the AGM;

  • (ii) if the Revised AGM Proxy Form is lodged by the holder of H Shares before the Closing Time, the Revised AGM Proxy Form will be treated as a valid proxy form lodged by such holder of H Shares if duly completed, and the Original AGM Proxy Form will be revoked and superseded by the Revised AGM Proxy Form; and

  • (iii) if the Revised AGM Proxy Form is lodged by the holder of H Shares after the Closing Time, or if lodged before the Closing Time but is incorrectly completed, the Revised AGM Proxy Form will be deemed invalid. It will not revoke the Original AGM Proxy Form previously lodged by the holder of H Shares. The Original AGM Proxy Form will be treated as a valid proxy form if duly completed. The proxy appointed under the Original AGM Proxy Form will also be entitled to vote in accordance with the instructions previously given by the holder of H Shares or at his/her/its discretion (if no such instructions are given) on any resolution properly put to the AGM.

Closure of Register of Members

The Bank’s register of members was closed from May 10, 2021 (Monday) to June 10, 2021 (Thursday), both days inclusive. The shareholders whose names appear in the Bank’s register of members as at the close of business on May 7, 2021 (Friday) shall be entitled to attend and vote at the AGM. For a shareholder to be eligible for attending and voting at the AGM, all transfer document(s) together with the relevant share certificates and other appropriate document(s) shall be delivered to our Bank’s H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for the H shareholders) or the Office of the Board at No. 59 Changfeng Street, Xiaodian District, Taiyuan, Shanxi Province, the PRC (for the domestic shareholders) no later than 4:30 p.m. on May 7, 2021 (Friday).

The Bank’s register of members will be closed from June 17, 2021 (Thursday) to June 22, 2021 (Tuesday), both days inclusive, during which period no transfer of the shares will be effected. The shareholders whose names appear in the Bank’s register of members on June 22, 2021 (Tuesday) shall be entitled to receive the 2020 final dividend.

For a shareholder to be eligible for receiving the 2020 final dividend, all transfer documents together with the relevant share certificates and other appropriate documents must be delivered to the H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for the H shareholders) or the Office of the Board at No. 59 Changfeng Street, Xiaodian District, Taiyuan, Shanxi Province, the PRC (for the domestic shareholders) no later than 4:30 p.m., on June 16, 2021 (Wednesday).

6.

Publication of Poll Results

Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), all resolutions at the AGM will be voted by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands). The results of poll will be published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the website of the Bank (http://www.jshbank.com/) in accordance with the Listing Rules.

7.

Miscellaneous

The AGM is expected to last for no more than half a day. Shareholders who attend the meeting in person or by proxy shall bear their own traveling, dining and accommodation expenses.

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