Luzhou Bank Co., Ltd. — Proxy Solicitation & Information Statement 2020

Nov 29, 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this Circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Luzhou Bank Co., Ltd.* , you should at once pass this Circular and the enclosed form of proxy and reply slip to the purchaser or the transferee, the bank, the stockbroker or other agent through whom the sale or transfer was affected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this Circular, 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 Circular.

This Circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities or an invitation to enter into an agreement to do so, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.

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(A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1983)

SUPPLEMENTAL CIRCULAR OF THE 2020 SECOND EXTRAORDINARY GENERAL MEETING PROPOSED PUBLIC TRANSFER OF THE CREDITOR’S RIGHTS OF CERTAIN NON-PERFORMING DEBTS AND SUPPLEMENTAL NOTICE OF THE 2020 SECOND EXTRAORDINARY GENERAL MEETING

Pursuant to the requirements of the Articles of Association, Shareholders who individually or jointly hold more than 3% of the Shares of the Bank may put forward provisional proposals in writing no later than 10 days before the holding of general meeting of the Bank. Luzhou Industrial Investment Group Co., Ltd.[#] (瀘州市工業投資集團有限公司), directly holding approximately 3.24% of the issued Shares of the Bank as of the Latest Practicable Date, has submitted a supplemental proposal in relation to the proposed public transfer of the creditor’s rights of certain non-performing debts to the Bank as a special resolution for consideration and approval at the Extraordinary General Meeting, the details of which are set out in this supplemental circular (the “ Supplemental Circular ”).

The Supplemental Circular should be read in conjunction with the circular of the extraordinary general meeting dated October 30, 2020 (the “ Initial Circular ”).

The Extraordinary General Meeting will be held at 9:00 a.m. on Tuesday, December 15, 2020. A notice convening the 2020 second extraordinary general meeting (the “ Initial Notice ”) has been dispatched on October 30, 2020. A supplemental notice of the extraordinary general meeting (the “ Supplemental Notice ”) notifying the extraordinary general meeting to be held at 9:00 a.m. on Tuesday, December 15, 2020 at Meeting Room 1101, 11th Floor, Building 1, No. 18, Section 3, Jiucheng Avenue, Jiangyang District, Luzhou City, Sichuan Province, the PRC and containing an additional proposed resolution is set out on pages 8 to 10 of the Supplemental Circular. A second form of proxy (the “ Second Form of Proxy ”) containing the originally proposed resolutions and the additional proposed resolution is also enclosed herewith.

If you intend to attend the Extraordinary General Meeting by proxy, you are required to complete and return the accompanying Second Form of Proxy in accordance with the instructions printed thereon. For Holders of H Shares, the Second Form of Proxy should be returned to the Computershare Hong Kong Investor Services Limited (Address: 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong). For Holders of Domestic Shares, the Second Form of Proxy should be returned to the office of the Board of Directors of the Bank (Address: Building 1, No. 18, Section 3, Jiucheng Avenue, Jiangyang District, Luzhou City, Sichuan Province, the PRC, Postcode: 646000). In any event, the Second Form of Proxy should be returned not less than 24 hours before the time stipulated for convening the Extraordinary General Meeting or any adjourned meeting thereof (i.e. no later than 9:00 a.m. on Monday, December 14, 2020). Completion and return of the Second Form of Proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting or any adjourned meeting thereof.

In case of any discrepancy between the Chinese and English versions of this Supplemental Circular and the Supplemental Notice, the Chinese version shall prevail.

• Luzhou 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.

• # The English name is for identification purpose only.

November 30, 2020

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
SUPPLEMENTAL NOTICE OF THE 2020 SECOND EXTRAORDINARY
GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8

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DEFINITIONS

In this Supplemental Circular, unless the context otherwise requires, the following terms shall have the meanings set out below:

• “Articles of Association”

• the articles of association of the Bank (as amended, modified or otherwise supplemented from time to time)

• “Bank” Luzhou Bank Co., Ltd. (瀘州銀行股份有限公司), a joint stock company in the PRC with limited liability and its H shares are listed on the Main Board of the Hong Kong Stock Exchange (stock code: 1983)

• “Board” or “Board of Directors” the board of directors of the Bank

• “CBIRC”

• China Banking and Insurance Regulatory Commission (中國銀行保險監督管理委員會)

• “Director(s)” the director(s) of the Bank

• “Domestic Shares”

• ordinary shares issued by the Bank, with a nominal value of RMB1.00 each, which are subscribed for or credited as paid up in Renminbi

• “Extraordinary General Meeting”

• the 2020 second extraordinary general meeting of the Bank to be held at 9:00 a.m. on Tuesday, December 15, 2020 at Meeting Room 1101, 11th Floor, Building 1, No.18, Section 3, Jiucheng Avenue, Jiangyang District, Luzhou City, Sichuan Province, the PRC

• “Holder(s) of Domestic Shares” the holder(s) of Domestic Shares

• “Holder(s) of H Shares” the holder(s) of H Shares

• “Hong Kong” or “HK”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Hong Kong Stock Exchange”

• The Stock Exchange of Hong Kong Limited

• “H Share Registrar”

Computershare Hong Kong Investor Services Limited, the H Share Registrar of the Bank

• “H Shares”

• overseas listed foreign shares with a nominal value of RMB1.00 each in the share capital of the Bank and traded in Hong Kong dollars

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DEFINITIONS

• “Latest Practicable Date” November 22, 2020, being the latest practicable date for ascertaining certain information contained in this Supplemental Circular

• “Listing Rules” the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange

• “Notice of the Extraordinary the notice convening the Extraordinary General Meeting General Meeting”

• “PRC” or “China” the People’s Republic of China, but for the purposes of this Circular and for geographical reference only, unless the context otherwise requires, excluding Hong Kong of the PRC, the Macau Special Administrative Region of the PRC and Taiwan

• “RMB” or “Renminbi” Renminbi, the lawful currency of the PRC “Shareholder(s)” the holder(s) of the Shares “Shares” shares of the Bank, including Domestic Shares and H Shares

• “%” per cent

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LETTER FROM THE BOARD

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

(Stock Code: 1983)

Executive Directors: Mr. YOU Jiang (游江) (Chairman) Mr. XU Xianzhong (徐先忠) Mr. LIU Shirong (劉仕榮)

Non-executive Directors: Ms. PAN Lina (潘麗娜) Mr. XIONG Guoming (熊國銘) Mr. LIU Qi (劉奇) Mr. DAI Zhiwei (代志偉) Ms. LIU Anyuan (劉安媛)

Registered address: Building 1, No. 18, Section 3, Jiucheng Avenue, Jiangyang District, Luzhou City, Sichuan Province, the PRC

Principal place of business in Hong Kong: 40th Floor, Sunlight Tower, No. 248 Queen’s Road East, Wanchai, Hong Kong

Independent non-executive Directors: Mr. GU Mingan (辜明安) Mr. HUANG Yongqing (黃永慶) Mr. YE Changqing (葉長青) Mr. TANG Baoqi (唐保祺)

November 30, 2020

To the Shareholders

Dear Sir or Madam,

SUPPLEMENTAL CIRCULAR OF THE 2020 SECOND EXTRAORDINARY GENERAL MEETING PROPOSED PUBLIC TRANSFER OF THE CREDITOR’S RIGHTS OF CERTAIN NON-PERFORMING DEBTS AND SUPPLEMENTAL NOTICE OF THE 2020 SECOND EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

References are made to (i) the Initial Circular and (ii) the Initial Notice, which set out, among others, the resolutions originally proposed to be submitted to the Extraordinary General Meeting for Shareholders’ approval. This Supplemental Circular should be read in conjunction with the Initial Circular.

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LETTER FROM THE BOARD

Pursuant to the requirements of the Articles of Association, Shareholders who individually or jointly hold more than 3% of the Shares of the Bank may put forward provisional proposals in writing no later than 10 days before the holding of general meeting of the Bank. Luzhou Industrial Investment Group Co., Ltd.[#] (瀘州市工業投資集團有限公司), directly holding approximately 3.24% of the issued Shares of the Bank as of the Latest Practicable Date, has submitted a supplemental proposal in relation to the proposed public transfer of the creditor’s rights of certain non-performing debts to the Bank for consideration and approval at the Extraordinary General Meeting, the details of which are set out in this Supplemental Circular.

II. PROPOSED PUBLIC TRANSFER OF THE CREDITOR’S RIGHTS OF CERTAIN NON-PERFORMING DEBTS

During 2018 and 2019, the Bank generated two liquidity loans and one fixed asset loan, the latter being secured by land and equipment by the borrower, in the course of business. All three loans were jointly and severally guaranteed by the same de facto controller of the borrower.

Upon default by the borrower, the Bank has lodged litigation or arbitration applications in the relevant court and arbitration commission. As of the Latest Practicable Date, the borrower is currently appealing against the litigation in relation to the fixed asset loan, which is pending for trial. For the two liquidity loans, the Bank had applied for compulsory enforcement after the arbitration awards became effective.

As the likelihood of a failed asset disposal through judicial auction is high, expiation of debt in kind will likewise cause project discontinuation and increase the risks of difficulty in the subsequent disposal of the collateral. At the same time, due to the considerable uncertainties concerning the asset disposal plan of the guarantor and the settlement amount from the insolvency proceedings in which the guarantor is involved, the Bank has proposed to package the three non-performing debts with an aggregate principal balance amount of RMB713.08 million for public auction and transfer in conjunction in accordance with the Guiding Opinions of the CBIRC on Risk Prevention and Control of the Banking Sector (中國 銀保監會《關於銀行業風險防控工作的指導意見》) and the policy requirements under the Measures in Support of Financial Institutions to Accelerate Disposal of Distressed Assets (《關 於支持金融機構加快不良資產處置若干措施》) jointly issued by seven government authorities including Sichuan Office of China Banking and Insurance Regulatory Commission and Sichuan Provincial Department of Finance.

The Bank will proceed with a public network auction of the debts proposed for transfer at a consideration of RMB550 million based on the value at RMB554.79 million assessed by Shenzhen Great Strategy Real Estate Appraisal & Consulting Co., Ltd.[#] (深圳市國策房地產土 地評估有限公司). In the event that the first round of auction fails, the Bank will conduct another round of auction by lowering the price to not less than RMB500 million. Upon completion of the creditor’s rights transfer, the rights and obligations (including the rights of recourse in connection with the principal, interest and fees incurred from the realization of

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LETTER FROM THE BOARD

debts) incidental thereto are transferred together as well. As of the Latest Practicable Date, the principal balance amount of the loans was RMB713.08 million, the on-balance-sheet interest was RMB36.82 million, and the off-balance-sheet interest was RMB42.24 million. The auction is concluded at the starting bid price of RMB550 million, it is expected that the loss incurred from the creditor’s rights transfer, together with reimbursed expenses incurred therefrom, will be totalled at approximately RMB253.63 million (including the principal, interest, reimbursed expense, etc.). If the auction is concluded at a price not lower than RMB500 million, it is expected that the loss incurred from the creditor’s rights transfer will be totalled at approximately RMB303.63 million (including the principal, interest, reimbursed expense, etc.).

Pursuant to the requirements of the Articles of Association, Shareholders who individually or jointly hold more than 3% of the Shares of the Bank may put forward provisional proposals in writing no later than 10 days before the holding of general meeting of the Bank. Luzhou Industrial Investment Group Co., Ltd.[#] (瀘州市工業投資集團有限公司), directly holding approximately 3.24% of the issued Shares of the Bank as of the Latest Practicable Date, has submitted a supplemental proposal in relation to the proposed public transfer of the creditor’s rights of certain non-performing debts to the Bank for consideration and approval at the Extraordinary General Meeting. Since the total estimated loss from the public transfer of the creditor’s rights of the three non-performing debts exceeds the internal authorization limit of RMB10 million, and since the amount of the Bank’s proposed public transfer of the creditor’s rights of certain non-performing debts exceeds 10% of the Bank’s latest (the end of 2019) audited net asset, the Board of the Bank has also agreed to propose a special resolution at the Extraordinary General Meeting pursuant to the Articles of Association for the Shareholders to consider and approve the public transfer of the creditor’s rights of the three non-performing debts.

In accordance with the Bank’s asset impairment provision policy, the Bank has made impairment provisions of RMB427.84 million in respect of the three non-performing loans. Upon assignment of the three non-performing debts, the asset impairment provision will be reversed. The Bank has also held the relevant personnel of the abovementioned three non-performing loans accountable seriously. The Bank has also carried out internal rectifications after the loan risks emerged, and further improved the credit risk management system. In order to strengthen credit risk management and control and continue to maintain a relatively high level of asset quality, the Bank will also reform and reengineer the credit system. In the third quarter of 2020, the Bank fully launched Project “0927” and specially established a “corporate operation reform task force” in connection with the prevention and control of credit risks to make in-depth adjustments to banks’ corporate operation. Specialized division of workforce has been made for credit risk management and control, through which the Bank enhances the focus, accuracy and operability of loan access, and at the same time strengthens the regulation, forward-looking perspective and effectiveness of post-loan management. The Bank also appoints risk officers to attend independent approvers’ meetings to realize whole-chain risk management and control from pre-loan condition fulfilment, in-the-loan legal review to post-loan collection and disposal.

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LETTER FROM THE BOARD

In addition, if the auction is successfully completed, the Bank will enter into a creditor’s rights transfer agreement with the purchaser and assign the loans to it at the final auction price. The Bank will inform potential buyers that the completion of the creditor’s rights transfer agreement is subject to the Bank’s compliance with the disclosure requirements of the Hong Kong Stock Exchange and/or further approval by a general meeting (if necessary). For transaction classification purpose, if the auction is concluded at the bid price in the first-round auction of RMB550 million, one or more of the applicable percentage ratios in respect of the transactions under the creditor’s rights transfer agreement will be higher than 5% but lower than 25%. Therefore, in respect of the creditor’s rights transfer agreement and the transactions contemplated thereunder, if successfully proceeded, will constitute a discloseable transaction and a connected transaction (if involving connected persons). The Bank is subject to the requirements under Chapter 14 and/or Chapter 14A of the Listing Rules, and may require to further obtain additional shareholders’ approval.

If the creditor’s rights transfer agreement is successfully executed, the Bank will inform the Shareholders and potential investors as and when appropriate and to make appropriate disclosures in accordance with the requirements of the Listing Rules, and if necessary, further obtain the approval of the Shareholders before the completion of the creditor’s rights transfer agreement.

III. EXTRAORDINARY GENERAL MEETING

The Bank intends to convene the Extraordinary General Meeting at 9:00 a.m. on Tuesday, December 15, 2020 at Meeting Room 1101, 11th Floor, Building 1, No.18, Section 3, Jiucheng Avenue, Jiangyang District, Luzhou City, Sichuan Province, the PRC to consider and, if thought fit, pass resolutions in respect of the matters set out in the Notice of the Extraordinary General Meeting. A Supplemental Notice containing an additional proposed resolution is set out on pages 8 to 10 of the Supplemental Circular. A Second Form of Proxy containing the originally proposed resolutions and the additional proposed resolution are also enclosed herewith.

Shareholders who intend to appoint a proxy to attend the Extraordinary General Meeting shall complete and return the accompanying Second Form of Proxy in accordance with the instructions printed thereon. The form of proxy should be returned, in person or by post, to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for Holders of H Shares) or the office of the Board of Directors of the Bank (Address: Building 1, No.18, Section 3, Jiucheng Avenue, Jiangyang District, Luzhou City, Sichuan Province, the PRC, Postcode: 646000) (for Holders of Domestic Shares) in any event not less than 24 hours before the time fixed for holding the Extraordinary General Meeting (i.e. no later than 9:00 a.m. on Monday, December 14, 2020) or any adjourned meeting thereof.

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LETTER FROM THE BOARD

A Shareholder may complete the Second Form of Proxy of the Bank to appoint one or more persons (regardless whether he/she is a Shareholder) to attend and vote at the Extraordinary General Meeting (or any adjourned meeting thereof) on his or her behalf. A proxy needs not be a Shareholder of the Bank.

Completion and return of the form of proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting or any adjourned meeting thereof, and completion and return of the reply slip do not affect the right of a Shareholder to attend and vote at the respective meeting.

IV. RECOMMENDATION

The Board of Directors (including independent non-executive Directors) considers that all the resolutions set out in the Notice of the Extraordinary General Meeting for consideration and approval by the Shareholders are in the best interests of the Bank and its Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all resolutions set out in the Notice of the Extraordinary General Meeting which are to be proposed at the Extraordinary General Meeting.

Yours faithfully, By order of the Board Luzhou Bank Co., Ltd. YOU Jiang Chairman

• Luzhou 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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SUPPLEMENTAL NOTICE OF THE 2020 SECOND EXTRAORDINARY GENERAL MEETING

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

(Stock Code: 1983)

SUPPLEMENTAL NOTICE OF THE 2020 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the notice (the “ Initial Notice ”) and the circular (the “ Initial Circular ”) of Luzhou Bank Co., Ltd. (the “ Bank ”) both dated October 30, 2020 set out, among others, the time and venue of the 2020 second extraordinary general meeting (the “ Extraordinary General Meeting ”) and contain the resolutions to be proposed at the Extraordinary General Meeting for Shareholders’ consideration and approval.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting will consider and, if thought fit, pass the following resolutions in addition to the resolutions set out in the Initial Notice:

SPECIAL RESOLUTION

1. To consider and approve the public transfer of the creditor’s rights of certain non-performing debts of the Bank with an amount exceeding 10% of the Bank’s latest (the end of 2019) audited net asset, and with total estimated losses exceeding RMB10 million.

By order of the Board Luzhou Bank Co., Ltd. YOU Jiang Chairman

Luzhou, the PRC

November 30, 2020

* Luzhou 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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SUPPLEMENTAL NOTICE OF THE 2020 SECOND EXTRAORDINARY GENERAL MEETING

Notes:

1. Save for the above supplemental resolution, there are no other changes to the resolutions set out in the Initial Notice. For details of other resolutions to be considered and approved at the Extraordinary General Meeting, eligibility for attending the Extraordinary General Meeting, registration procedures, arrangements for closure of register of members and other relevant matters, please refer to the Initial Notice and the Initial Circular both dated October 30, 2020.

2. Proxy

The form of proxy (the “ First Form of Proxy ”) dispatched along with the Initial Notice did not contain the additional resolution No. (4) as set out in this supplemental notice. As such, a second form of proxy (the “ Second Form of Proxy ”) has been prepared by the Bank and is enclosed with this supplemental notice.

In order to be valid, the Second Form of Proxy must be deposited to the H Share Registrar of the Bank, Computershare Hong Kong Investor Services Limited (Address: 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) (for Holders of H Shares) or the office of the Board of Directors of the Bank (Address: Building 1, No.18, Section 3, Jiucheng Avenue, Jiangyang District, Luzhou City, Sichuan Province, the PRC, Postcode: 646000) (for Holders of Domestic Shares), not less than 24 hours before the time for holding the Extraordinary General Meeting (i.e. not later than 9:00 a.m. on Monday, December 14, 2020). If the form of proxy is signed by a person under a power of attorney or other authority, a notarial certified copy of that power of attorney or other authority shall be deposited at the same time as mentioned in the form of proxy. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Extraordinary General Meeting or any adjourned meeting thereof should they so wishes.

Shareholders who had returned the First Form of Proxy to the H Share Registrar of the Bank should note that:

• (i) if a Shareholder did not return the Second Form of Proxy to the H Share Registrar of the Bank, the First Form of Proxy, if correctly completed, will be deemed as a valid form of proxy lodged by him/her. The proxy appointed by the Shareholder will be entitled to cast the vote at his/her discretion or to abstain from voting on any resolution properly put to the Extraordinary General Meeting (except for those resolutions to which the Shareholders has indicated his/her voting direction in the First Form of Proxy), including the additional resolution No. (4) set out in this supplemental notice of the Extraordinary General Meeting.

• (ii) if a Shareholder delivered the Second Form of Proxy to the H Share Registrar of the Bank not less than 24 hours before the time appointed for holding the Extraordinary General Meeting or any adjournment meeting thereof, the First Form of Proxy previously lodged by him/her will be revoked and superseded by the Second Form of Proxy. The Second Form of Proxy, if correctly completed, will be deemed as a valid form of proxy lodged by such Shareholder.

• (iii) if a Shareholder delivered the Second Form of Proxy to the H Share Registrar of the Bank later than 24 hours before the time appointed for holding the Extraordinary General Meeting or any adjournment thereof, the Second Form of Proxy will be invalid and the First Form of Proxy delivered by the Shareholder will be revoked. The vote of proxy appointed by the Shareholder, either by the First Form of Proxy or the Second Form of Proxy, by the invalid or revoked form of proxy will not be counted for the voting of the resolutions. Therefore, Shareholders are advised to not deliver the Second Form of Proxy no later than the closing time. Shareholder shall present in person if he/she intended to vote at the Extraordinary General Meeting.

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SUPPLEMENTAL NOTICE OF THE 2020 SECOND EXTRAORDINARY GENERAL MEETING

1. The name and address of the H Share Registrar of the Bank are as follows: Computershare Hong Kong Investor Services Limited Shops 1712-1716, 17th Floor, Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong Tel: +852-2862 8555 Fax: +852-2865 0990

2. The registered address of the Bank in the PRC is as follows: Building 1, No.18, Section 3, Jiucheng Avenue Jiangyang District Luzhou City Sichuan Province the PRC Contact person: office of the Board of Directors Tel: +86-830-2362606

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