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

May 20, 2021

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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 PROXY FORM FOR THE 2020 ANNUAL GENERAL MEETING TO BE HELD ON JUNE 10, 2021 (THURSDAY) (OR ANY ADJOURNMENT THEREOF)

Number of shares to which this Revised Proxy Form relates [(Note][1)] Type of shares (H Shares or Domestic Shares) to which this Revised Proxy Form relates [(Note][1)]

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I/We [(Note][2)]

of

(address as shown in the register of members) being the holder(s) of

domestic shares (the “ Domestic Shares ”)/H shares (the “ H Shares ”) [(Note] 3) of RMB1.00 each of Jinshang Bank Co., Ltd.* (the “ Bank ”), hereby appoint the Chairman of the meeting or [(Note][4)]

of

as my/our proxy(ies) to attend, act and vote for me/us and on my/our behalf at the 2020 annual general meeting of the Bank (the “ AGM ”) to be held at the 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) or any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice of the AGM, and, if no such indication is given, as my/our proxy(ies) think(s) fit.

		ORDINARY RESOLUTIONS		FOR(Note 5)	FOR(Note 5)	AGAINST(Note 5)	ABSTAIN(Note 5)	ABSTAIN(Note 5)
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
		Non-performing Loans and Bad Debts for 2021;
10.		Toconsiderandapprovethe Amendmentstothe 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;
		SPECIAL RESOLUTIONS		FOR(Note 5)		AGAINST(Note 5)	ABSTAIN(Note 5)
14.		To consider and approve the Issuance of Financial Bonds;
15.		To consider and approve the Issuance of Non-fixed Term Capital Bonds.

Signature(s) [(Note][6)] :

2021

Date:

Notes:

1. Please insert the number of shares registered in your name(s) to which this revised proxy form (the “ Revised AGM Proxy Form ”) relates. If no number is inserted, this Revised AGM Proxy Form will be deemed to relate to all the shares in the Bank registered in your name(s). Please also insert the type of shares (H Shares or Domestic Shares) to which this Revised AGM Proxy Form relates.

2. Please insert your full name(s) and address(es) (as shown in the register of members) in BLOCK LETTERS .

3. Please insert the number of H Shares or Domestic Shares registered in your name(s) and delete as appropriate.

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 on his/her behalf. A proxy need not be a shareholder of the Bank. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll. ANY ALTERATION MADE TO THIS REVISED AGM PROXY FORM MUST BE DULY INITIALED BY THE PERSON WHO SIGNS IT.

5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, TICK IN THE BOX MARKED “ABSTAIN”. The shares “ abstained ” from voting will be counted in the calculation of the required majority. Where there are ballots on which the words are not filled in, wrongly filled in or unintelligible or the ballots that are not voted, the voters shall be regarded as having relinquished their voting rights and the voting results of their shares shall be regarded as “ abstention ”. 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 Revised AGM Proxy Form, your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the AGM.

6. This Revised AGM Proxy Form must be in writing under the hand of the shareholder or his/her attorney duly authorized in writing. For a corporate shareholder, this Revised AGM Proxy Form must be affixed with the common seal or signed by its director or attorney duly authorized or other persons in charge.

7. Where there are joint holders of any shares, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such 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 in respect of such shares shall alone be entitled to vote in respect thereof.

8. The Revised AGM Proxy Form (together with a notarially certified copy of the power of attorney or other authority (if any) if this Revised AGM Proxy Form is signed by a person on behalf of the appointor) must be delivered by H shareholders to the H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for H shareholders), or the office of the board of directors of the Bank at No. 59 Changfeng Street, Xiaodian District, Taiyuan, Shanxi Province, the PRC (for domestic shareholders) not later than 24 hours before the time for holding the AGM or any adjournment thereof (the “ Closing Time ”).

9. Since the original proxy form of the AGM (the “ Original AGM Proxy Form ”) sent together with the original notice of the AGM dated April 23, 2021 (the “ Original AGM Notice ”) 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.

10. 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.

1. You are reminded that completion and return of this Revised AGM Proxy Form will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish.

• 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.