Jinshang Bank Co., Ltd. — Proxy Solicitation & Information Statement 2021

Nov 29, 2021

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)

NOTICE OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING

References are made to the circular of Jinshang Bank Co., Ltd.* (the “ Bank ”) dated November 29, 2021 (the “ Circular ”). Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Circular.

NOTICE IS HEREBY GIVEN that the 2021 First Extraordinary General Meeting (the “ EGM ”) of the Bank will be held at 10:00 a.m. on Thursday, December 16, 2021 at the Conference Room, 22nd Floor, No. 59 Changfeng Street, Xiaodian District, Taiyuan, Shanxi province, the PRC, to consider and, if thought fit, to pass the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and approve the New Huaneng Framework Agreement entered into between the Bank and Huaneng Capital, the transactions contemplated thereunder and the annual caps for the three years ending December 31, 2022, 2023 and 2024 relating thereto;

2. To consider and approve the New SSCO Framework Agreement entered into between the Bank and SSCO, the transactions contemplated thereunder and the annual caps for the three years ending December 31, 2022, 2023 and 2024 relating thereto;

3. To consider and approve the determination of amendment of the write-off amount for non-performing loans and bad debts for 2021;

4. To consider and approve the determination of the write-off amount for nonperforming loans and bad debts for 2022;

5. To consider and approve proposed amendments to the Rules of Procedures for the Shareholders’ General Meeting;

6. To consider and approve proposed amendments to the Rules of Procedures for the Board of Directors;

7. To consider and approve proposed amendments to the Rules of Procedures for the Board of Supervisors;

8. To consider and approve proposed amendments to the Definition of Extremely Important Matters and Important Matters;

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SPECIAL RESOLUTIONS

1. To consider and approve the proposed issuance of special financial bonds for loans to small and micro enterprises; and

2. To consider and approve proposed amendments to the Articles of Association.

By order of the Board Jinshang Bank Co., Ltd. Li Weiqiang* Joint company secretary

Taiyuan, November 29, 2021

As at the date of this notice, the Board comprises Ms. HAO Qiang and Mr. ZHANG Yunfei as executive Directors; Mr. LI Shishan, Mr. XIANG Lijun, Mr. LIU Chenhang, Mr. LI Yang and Mr. WANG Jianjun as non-executive Directors; 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 and/or deposit-taking business in Hong Kong.

Notes:

1. For more information about the above resolutions, please refer to the Circular.

2. Registration Procedures for Attending the EGM

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.

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3. Proxy

Any Shareholder entitled to attend and vote at the EGM 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 or not, as his/her/its proxy or proxies to attend and vote on his/her/its behalf at the EGM. 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 EGM (i.e. 10:00 a.m. on December 15, 2021 (Wednesday)) 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 EGM 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 EGM 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 EGM or any adjournment thereof should you so wish. In this case, the power of attorney will be deemed to have been revoked.

4.

Closure of Register of Members

The Bank’s register of members will be closed from December 14, 2021 (Tuesday) to December 16, 2021 (Thursday), both days inclusive. The Shareholders whose names appear in the Bank’s register of members as at the close of business on December 13, 2021 (Monday) shall be entitled to attend and vote at the EGM. For a Shareholder to be eligible for attending and voting at the EGM, 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 our 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 December 13, 2021 (Monday).

5. 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 EGM 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.

6. Miscellaneous

The EGM 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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