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

Oct 29, 2020

==> picture [308 x 46] intentionally omitted <==

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

(Stock Code: 1983)

FORM OF PROXY FOR 2020 SECOND EXTRAORDINARY GENERAL MEETING TO BE HELD ON TUESDAY, DECEMBER 15, 2020 AND ANY ADJOURNED MEETING THEREOF

I/We[(Note][1)] of[(Note][1)]

(Note 2) Shares with a nominal value of RMB1.00 each in the

being the holder(s) of Shares with a nominal value of RMB1.00 each in the share capital of Luzhou Bank Co., Ltd. (the “ Bank ”) and the shareholder(s) of the Bank (the “ Shareholder(s) ”), hereby appoint[(Note][3)] the Chairman of the meeting

or

of

to act as my/our proxy to attend and act for me/us at 2020 second extraordinary general meeting of the Bank (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 People’s Republic of China (the “ PRC ”) or at any adjourned meeting thereof, and to vote for me/us at such meeting in respect of the resolutions set out in the notice of the Extraordinary General Meeting dated October 30, 2020 (the “ Notice ”) in the manners as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit. The full texts of the resolutions are set out in the notice of 2020 second extraordinary general meeting of the Bank dated October 30, 2020. Unless otherwise stated, terms used in the Notice shall have the same meaning when used herein.

				Ordinary Resolutions(Note 4)	For (Note 5)	For (Note 5)			Against(Note 5)	Against(Note 5)	Against(Note 5)			Abstain(Note 5)	Abstain(Note 5)
To consider and approve the write-off of the non-performing loans for each of these
following two separate loans with a principal amount of over RMB10 million by the
Bank:
1.		A non-performing loan with a principal amount of RMB100 million for a
		separate loan; and
2.		A non-performing loan with a principal amount of RMB100 million for a
		separate loan.
				Special Resolution(Note 4)	For (Note 5)				Against(Note 5)					Abstain(Note 5)
3.		To consider		and approve the authorization of the board	of directors, and may
		delegate the		authority to the Chairman of the Bank, at its discretion, to handle
		the management matters during the duration of the Capital Bonds in
		accordance		with regulations and approval requirements issued by relevant
		regulatory authorities.

Date: , 2020

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

Notes:

1. Please insert the full name(s) in Chinese and English, as shown in the register of members, and registered address(es) in BLOCK LETTERS .

2. Please insert the number of shares registered in your name(s) relating to the form of proxy. If no number is inserted, the form of proxy will be deemed to be related to all shares registered in your name(s).

3. If any proxy other than the Chairman of the meeting is preferred, strike out the words “ the Chairman of the meeting or” and insert the name and address of the proxy desired (the “ Proxy ”) in the space provided. All shareholders who are entitled to attend and vote at the Extraordinary General Meeting shall have the right to entrust one or more proxies to attend and vote at the meeting. A Proxy needs not to be a shareholder of the Bank but must attend the meeting in person on your behalf. A Proxy of a shareholder who has appointed more than one proxy may only vote on a poll. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. An ordinary resolution shall be approved by the attending Shareholders holding no less than half of the total shares of the Bank and no less than two-thirds of the voting rights held by the Shareholders (including their proxies) attending the Extraordinary General Meeting. A special resolution shall be approved by the attending Shareholders holding no less than two-thirds of the total shares of the Bank and no less than two-thirds of the voting rights held by the Shareholders (including their proxies) attending the Extraordinary General Meeting.

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. The ballots on which the words are not filled in, wrongly filled in or unintelligible or the ballots that are not voted shall be regarded as forbidden voting rights, and the voting results of their shares shall be regarded as “abstention”. If no instruction is given, your proxy may vote or abstain at his/her discretion.

6. This form of proxy must be signed by you or your attorney duly authorized in writing. In the case of a corporation, the same must be either under its common seal or under the hand of its legal representative or duly authorized attorney. If this form of proxy is signed by an attorney of the shareholder, the power of attorney authorizing that attorney to sign or other authority must be notarized.

7. In case of joint holders of any Share, any one of such joint holders may vote at the Extraordinary General Meeting, either personally or by proxy, in respect of such Shares as if he/she is solely entitled thereto. However, if more than one of such joint holders are present at the Extraordinary General Meeting, personally or by proxy, the vote of the joint holder whose name stands first and who tenders a vote, whether personally or by proxy, will be accepted to the exclusion of the votes of other joint holder(s).

8. In order to be valid, this form of proxy together with the power of attorney or other authority (if any) must be lodged with 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 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 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, as the case may be. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting should you so wish.

9. An individual Shareholder attending the Extraordinary General Meeting in person shall present his/her identification card or other identity certificate or share certificate. A proxy attending the Extraordinary General Meeting on behalf of a Shareholder shall present his/her identity card and the letter of attorney signed by the appointer or his/her representative with the issue date. A corporate Shareholder shall attend the Extraordinary General Meeting by its legal representative or his/her nominee. A legal representative attending the Extraordinary General Meeting shall present his/her identity card and document which can certify his/her capacity as a legal representative. A nominee attending the Extraordinary General Meeting shall present his/her identity card and the letter of attorney signed by the legal representative.

PERSONAL INFORMATION COLLECTION STATEMENT

and your votingYour supplyinstructionsof yourforandthe yourmeetingproxy’sof the(orBankproxies’)(the “ Purposes name(s) and”). Weaddress(es)may transferis onyoura voluntaryand yourbasisproxy’sfor the(or proxies’)purpose ofname(s)processingand address(es)your requesttoforourtheagent,appointmentcontractor,ofora proxythird party(or proxies)service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Bank/Computershare Hong Kong Investor Services Limited at the above address.

• 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.