Luzhou Bank Co., Ltd. - Proxy Solicitation & Information Statement 2023

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 effected 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)

(1) 2022 PROFIT DISTRIBUTION PLAN

(2) PROPOSED WRITE-OFF OF CERTAIN NON-PERFORMING ASSETS

(3) PROPOSED DISPOSAL OF CERTAIN COLLATERALS

(4) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(5) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE SHAREHOLDERS’ GENERAL MEETING

(6) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE BOARD OF DIRECTORS

(7) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE BOARD OF SUPERVISORS

AND

(8) NOTICE OF 2023 FIRST EXTRAORDINARY GENERAL MEETING

A notice convening the EGM of the Bank to be held at 9:00 a.m. on Thursday, October 12, 2023 at Meeting Room 1101, 11th Floor, Building 1, No. 18, Section 3, Jiucheng Avenue, Jiangyang District, Luzhou City, Sichuan Province, the PRC is set out on pages 145 to 147 of this Circular.

If you intend to attend the EGM by proxy, you are required to complete and return the form of proxy in accordance with the instructions printed thereon. For H Shareholders, the form of proxy should be returned to Computershare Hong Kong Investor Services Limited (Address: 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong). For Domestic Shareholders, the 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 form of proxy should be returned not less than 24 hours before the time stipulated for convening the EGM or any adjourned meeting thereof (i.e. no later than 9:00 a.m. on Wednesday, October 11, 2023). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting thereof.

If you intend to attend the EGM in person or by proxy, you are required to complete and return the reply slip to Computershare Hong Kong Investor Services Limited (for H Shareholders) or the office of the Board of Directors of the Bank (for Domestic Shareholders) on or before Thursday, September 21, 2023.

In case of any discrepancy between the Chinese and English versions of this Circular (including all the appendixes) and the Notice of the EGM, 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.

August 28, 2023

CONTENTS

			PAGE
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			1
LETTER FROM	THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
APPENDIX I	–	COMPARATIVE TABLE OF THE AMENDMENTS TO
		THE ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . .	14
APPENDIX II	–	COMPARATIVE TABLE OF THE AMENDMENTS TO
		THE RULES OF PROCEDURE OF THE
		SHAREHOLDERS’ GENERAL MEETING. . . . . . . . . . .	99
APPENDIX III	–	COMPARATIVE TABLE OF THE AMENDMENTS TO
		THE RULES OF PROCEDURE OF THE BOARD OF
		DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	119
APPENDIX IV	–	COMPARATIVE TABLE OF THE AMENDMENTS TO
		THE RULES OF PROCEDURE OF THE BOARD OF
		SUPERVISORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	138
NOTICE OF 2023 FIRST EXTRAORDINARY GENERAL MEETING . . . . . . . .			145

– i –

DEFINITIONS

In this 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 incorporated 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
“Board of Supervisors”
the board of Supervisors of the Bank
“Company Law”
the Company Law of the People’s Republic of China (《中華人民共和國公司法》)
“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
“Domestic Shareholder(s)”
the holder(s) of Domestic Shares
“EGM”
the 2023 first extraordinary general meeting of the Bank proposed to be held at 9:00 a.m. on Thursday, October 12, 2023 at Meeting Room 1101, 11th Floor, Building 1, No. 18, Section 3, Jiucheng Avenue, Jiangyang District, Luzhou City, Sichuan Province, the PRC
“former CBIRC”
former China Banking and Insurance Regulatory Commission (原中國銀行保險監督管理委員會)
“Governance Code”
the Code of Corporate Governance of Banking and Insurance Institutions (《銀行保險機構公司治理準則》)
“H Shareholder(s)”
the holder(s) of H Shares
“Hong Kong Dollars”
Hong Kong Dollars, the lawful currency of Hong Kong
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC

– 1 –

DEFINITIONS

“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
“Latest Practicable Date”
August 24, 2023, being the latest practicable date for ascertaining certain information contained in this Circular prior to its printing
“Law on Commercial Banks”
the Law of the People’s Republic of China on Commercial Banks (《中華人民共和國商業銀行法》)
“Listing Rules”
the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange
“Ministry of Finance” or “MOF” Ministry of Finance of the People’s Republic of China (中華人民共和國財政部)
“Notice of the EGM”
the notice convening the EGM
“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, the Macau Special Administrative Region and Taiwan of the PRC
“RMB” or “Renminbi”
Renminbi, the lawful currency of the PRC
“Rules of Procedure of the Shareholders’ General Meeting”
the Rules of Procedure of the Shareholders’ General Meeting of the Bank (as amended, modified or otherwise supplemented from time to time)
“Rules of Procedure of the Board of Directors”
the Rules of Procedure of the Board of Directors of the Bank (as amended, modified or otherwise supplemented from time to time)
“Rules of Procedure of the Board of Supervisors”
the Rules of Procedure of the Board of Supervisors of the Bank (as amended, modified or otherwise supplemented from time to time)

– 2 –

DEFINITIONS

“Shareholder(s)”	the holder(s) of the Shares
“Shares”	shares of the Bank, including Domestic Shares and H
	Shares
“Supervisor(s)”	the supervisor(s) of the Bank
“Trial Administrative Measures”	the Trial Administrative Measures of Overseas Securities
	Offering and Listing by Domestic Companies (《境內企
	業境外發行證券和上市管理試行辦法》)
“%”	per cent

– 3 –

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. LIU Shirong (劉仕榮)

Non-executive Directors: Ms. PAN Lina (潘麗娜) Mr. XIONG Guoming (熊國銘) Mr. LUO Huoming (羅火明) Ms. CHEN Ping (陳萍)

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, Dah Sing Financial Centre No. 248 Queen’s Road East Wanchai, Hong Kong

Independent non-executive Directors: Mr. HUANG Yongqing (黃永慶) Mr. TANG Baoqi (唐保祺) Mr. ZHONG Jin (鍾錦) Mr. GAO Jinkang (高晉康) Mr. CHING Yu Lung (程如龍)

August 28, 2023

To the Shareholders

Dear Sir or Madam,

(1) 2022 PROFIT DISTRIBUTION PLAN

(2) PROPOSED WRITE-OFF OF CERTAIN NON-PERFORMING ASSETS (3) PROPOSED DISPOSAL OF CERTAIN COLLATERALS

(4) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(5) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE SHAREHOLDERS’ GENERAL MEETING

(6) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE BOARD OF DIRECTORS

(7) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE BOARD OF SUPERVISORS

AND

(8) NOTICE OF 2023 FIRST EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

The Board of Directors hereby invites you to attend the EGM to be held at 9:00 a.m. on Thursday, October 12, 2023 at Meeting Room 1101, 11th Floor, Building 1, No. 18, Section 3, Jiucheng Avenue, Jiangyang District, Luzhou City, Sichuan Province, the PRC.

– 4 –

LETTER FROM THE BOARD

This Circular aims to give you the Notice of the EGM and to provide you with the information necessary to make an informed decision on whether to vote for or against the resolutions to be proposed at the EGM relating to, among other things, the following matters.

II. MATTERS TO BE CONSIDERED AT THE EGM

1. 2022 Profit Distribution Plan

References are made to the circular dated April 14, 2023 and the poll results announcement dated May 30, 2023 of the Bank. As disclosed in the aforementioned circular and announcement, the Bank held its 2022 annual general meeting (the “ Annual General Meeting ”), the 2023 first domestic shareholders’ class meeting (the “ Domestic Shareholders’ Class Meeting ”) and the 2023 first H shareholders’ class meeting (the “ H Shareholders’ Class Meeting ”) on May 30, 2023 for Shareholders to consider and approve the resolution on the 2022 profit distribution plan proposed at that time (the “ Original Profit Distribution Plan ”). Since the resolution on the Original Profit Distribution Plan was not approved by the Shareholders at the Annual General Meeting by way of a special resolution and was not approved by the Domestic Shareholders at the Domestic Shareholders’ Class Meeting and the H Shareholders at the H Shareholders’ Class Meeting, respectively, the cash dividend distribution and bonus issue proposed under the Original Profit Distribution Plan did not proceed.

In view of the above, the Bank has re-formulated the 2022 profit distribution plan (the “ Revised Profit Distribution Plan ”), details of which are as follows:

(i) 10% of the net profit of the Bank shall be appropriated to statutory reserve, amounting to RMB80.75 million;
(ii) 1.5% of the risk assets balance of the Bank at the end of 2022 shall be appropriated to general risk provisions, according to which, an amount of RMB172.71 million shall be additionally appropriated;
(iii) An interest of RMB95.10 million shall be paid for the bonds without a fixed term issued by the Bank; and
(iv) A cash dividend of RMB0.8 (tax inclusive) per 10 Shares is to be distributed to all Shareholders. Based on its number of total issued Shares, i.e. 2,717,752,062 Shares, of the Bank as at the Latest Practicable Date, the Bank proposes to distribute cash dividends of RMB217.42 million (tax inclusive) in total.

The above Revised Profit Distribution Plan has been considered and approved by the Board of Directors, and will be submitted to the EGM for consideration and approval by way of ordinary resolution.

– 5 –

LETTER FROM THE BOARD

Meanwhile, the Board of Directors proposes to the EGM to consider and approve the authorization to the Board of Directors to implement the Revised Profit Distribution Plan, and the Board of Directors may further delegate such authorization to the Chairman, the President and the secretary to the Board, to individually or jointly implement all related matters related to the Revised Profit Distribution Plan.

The proposed dividends mentioned above are denominated in Renminbi and will be distributed to the Domestic Shareholders and H Shareholders in Renminbi and Hong Kong dollars, respectively. For dividends distributed in Hong Kong dollars, the applicable exchange rate shall be the average of the central parity rates of the Renminbi in the interbank foreign exchange market as published by the PBoC for the five working days prior to the declaration of dividend distribution at the EGM (including the day of convening the EGM).

The proposed final dividends shall be subject to the passing of an ordinary resolution by the Shareholders at the EGM. The dividends will be distributed to the Domestic Shareholders and H Shareholders whose names appear on the register of members of the Bank on Tuesday, October 24, 2023. In order to determine the entitlement to the final dividend, the register of members for Domestic Shares and H Shares will be closed from Thursday, October 19, 2023 to Tuesday, October 24, 2023 (both dates inclusive). H Shareholders of the Bank who wish to receive the final dividend shall lodge all transfer documents accompanied by the relevant H share certificates with the H Share Registrar, Computershare Hong Kong Investor Services Limited (Address: Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) for share transfer registration no later than 4:30 p.m. on Wednesday, October 18, 2023. It is expected that the dividend payment date will be on Friday, December 8, 2023. If there is any change to the expected distribution date, an announcement regarding such change will be published by the Bank.

Taxes on Dividends

(I) Domestic Shareholders

(1) Individual Shareholders

Pursuant to the Individual Income Tax Law of the People’s Republic of China (《中華人民共和國個人所得稅法》) and the Regulation on the Implementation of the Individual Income Tax Law of the People’s Republic of China (《中華人民共和國個人所得稅法實施條例》), the Bank shall withhold and pay individual income tax at the rate of 20% for resident individual Shareholders who are listed in the register of Domestic Shareholders of the Bank on the equity record date.

(2) Enterprise Shareholders

Pursuant to the Enterprise Income Tax Law of the People’s Republic of China (《中華人民共和國企業所得稅法》) and the Regulation on the Implementation of the Enterprise Income Tax Law of the People’s Republic of China (《中華人民共和國企業所得稅法實施條例》), the Bank will not withhold income tax on dividends and bonuses received by resident enterprise Shareholders listed in the register of Domestic Shareholders of the Bank, and the tax payable shall be declared and paid by the enterprises themselves.

– 6 –

LETTER FROM THE BOARD

(II) H Shareholders

(1) Non-resident enterprise Shareholders

Pursuant to the Enterprise Income Tax Law of the People’s Republic of China (《中華人民共和國企業所得稅法》) and the Regulation on the Implementation of the Enterprise Income Tax Law of the People’s Republic of China (《中華人民共和國企業所得稅法實施條例》), the Bank shall withhold and pay enterprise income tax at the rate of 10% for non-resident enterprise Shareholders who are listed on the register of H Shareholders of the Bank on the equity record date.

(2) Non-resident individual Shareholders

Pursuant to the Notice on Matters Concerning the Administration of Individual Income Tax Collection after the Annulment of Document Guo Shui Fa [1993] No. 045 (Guo Shui Han [2011] No. 348) (《關於國稅發[1993]045號文件廢止後有關個人所得稅徵管問題的通知》 (國稅函[2011]348號)), the Bank shall withhold and pay individual income tax for non-resident individual Shareholders.

For non-resident individual Shareholders who are Hong Kong and Macau residents and whose country or region of domicile is a country or region which has entered into a tax treaty stipulating a tax rate of 10% with the PRC, the Bank will withhold and pay individual income tax at the rate of 10% on behalf of such Shareholders.

The Bank will withhold and pay individual income tax at the rate of 10% for non-resident individual Shareholders of countries or regions that have entered into tax treaties stipulating a tax rate of less than 10% with the PRC. If such Shareholders request a refund of the amount in excess of the amount of individual income tax payable under the tax treaty, the Bank will apply to the relevant tax bureau for a refund, provided that such Shareholders submit the required documents in accordance with the Administrative Measures on Preferential Treatment Entitled by Non-resident Taxpayers under Tax Treaties (Announcement 2019 No. 35 of the State Administration of Taxation) (《非居民納稅人享受協定待遇管理辦法》(國家稅務總局公告2019年第35號)) within the prescribed time limit.

For non-resident individual Shareholders of countries or regions that have entered into tax treaties stipulating tax rates higher than 10% but lower than 20% with the PRC, the Bank will withhold and pay individual income tax for such Shareholders at the applicable tax rates stipulated in such tax treaties.

The Bank will withhold and pay individual income tax at the rate of 20% for non-resident individual Shareholders of countries or regions that have entered into tax treaties stipulating a tax rate higher than 20% with the PRC or of countries or regions that have not entered into any tax treaties with the PRC and in other circumstances.

– 7 –

LETTER FROM THE BOARD

The Bank will determine the country of domicile of the individual H Shareholders based on the registered address as recorded in the register of members of the Bank on October 24, 2023 (the “ Registered Address ”). If the domicile of individual H Shareholder is not the same as the Registered Address, such individual H Shareholder shall notify the Bank’s H Share Registrar not later than 4:30 p.m. on Wednesday, October 18, 2023, and provide relevant supporting documents to the Bank’s H Share Registrar, Computershare Hong Kong Investor Services Limited (Address: Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong). Any individual H Shareholder who fails to provide relevant supporting documents within the time period stated above, may either personally or appoint an agent to attend to the relevant procedures in accordance with the requirements under the tax treaty notice.

The Bank assumes no responsibility and disclaims all liabilities whatsoever in relation to the tax status or tax treatment of the individual H Shareholders and for any claims arising from any delay in or inaccurate determination of the tax status or tax treatment of the individual H Shareholders or any disputes over the withholding mechanism or arrangements.

2. Proposed Write-off of Certain Non-performing Assets

According to the Bank’s internal authorization, the Board is authorised to decide on the disposal of all kinds of financial losses (including write-off of losses on loans) not exceeding the amount of RMB10.00 million.

From 2016 to 2019, the Bank generated three assets secured by mortgage and guarantee in the course of business where the financiers and guarantors of these assets ceased and failed to perform their repayment obligations since December 2019, and non-performing assets were then resulted.

In order to optimize the asset structure, reduce the occupation of capital by inefficient assets and promote stable and sustainable development of the Bank, the Board has agreed to write off these three non-performing assets with a principal amount of RMB433.61 million in total pursuant to the provisions under the Notice on Further Strengthening the Financial Management of State-Owned Financial Enterprises (《關於進一步加強國有金融企業財務管理的通知》) and the Measures for the Administration of the Write-Off of Bad Debts by Financial Enterprises (《金融企業呆賬核銷管理辦法》) of the MOF. Since the write-off of these three non-performing assets involves principal amounts of RMB145.61 million, RMB250.00 million and RMB38.00 million respectively, exceeding the internal authorization limit of RMB10.00 million, the Board has proposed to submit three ordinary resolutions to the Shareholders at the EGM to consider and approve the write-off of these three non-performing assets with a principal amount of over RMB10.00 million. According to the policy of the Bank on provisions for asset impairment, the Bank has already made impairment provisions of approximately RMB124.72 million, RMB217.73 million and RMB27.12 million in respect of these three non-performing assets respectively, and if the principal amount of these three non-performing assets is to be written off, further impairment provisions of approximately RMB20.89 million, RMB32.27 million and RMB10.88 million will be required in respect of such three non-performing assets respectively.

– 8 –

LETTER FROM THE BOARD

The Bank has imposed serious accountability on the relevant personnel of the abovementioned three non-performing assets. The Bank has also carried out internal rectifications after asset risks emerged, further improving 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, further clarify job responsibilities, optimize credit procedures, strengthen job checks and balances, build a professional credit team, and improve asset quality.

After writing off these three non-performing assets, the Bank will continue to recover such assets according to the principle of “records maintain after debts are written off”. As of the Latest Practicable Date, the Bank has continued to follow up the bankruptcy procedures of the financiers relating to these three non-performing assets, and closely tracked and actively promoted the asset disposal of the financiers and guarantors by the bankruptcy administrator. The Bank will separately inform the Shareholders and potential investors of any further material development in relation to the above matters as and when appropriate and make appropriate disclosure, if necessary, in accordance with the requirements of the Listing Rules.

3. Proposed Disposal of Certain Collaterals

In 2019, the Bank, during the course of business, provided two loans to the borrowers which were secured by their commercial properties as collateral (the “ Collaterals ”). After the borrowers defaulted, the relevant court in the PRC put the Collaterals up for auction but the auction failed, and the relevant Collaterals were then delivered to the Bank in 2022. The then book balance of such Collaterals was approximately RMB602.45 million. The Bank disposed of one of the assets of the Collaterals through a public auction in 2022. To date, the book balance of such Collaterals is approximately RMB601.20 million. In order to reduce the occupation of capital by inefficient assets, optimize the asset structure and accelerate the turnover of assets with the relevant requirements of the Measures for the Administration of Debt-expired Assets in Banks of the Ministry of Finance and the Administrative Measures for the Capital of Commercial Banks (Trial) of the former CBIRC, the Board proposes to dispose such Collaterals by way of public auction.

Based on the recent reassessment by appraisal agency, the appraisal price of such Collaterals was approximately RMB1,036.05 million. In combination with the appraisal price of the Collaterals, the preliminary auction of the Collaterals, the market enquiries and analysis of investment returns, the Bank intends to refer to the rules for determining the reserve price of judicial auction, and sets RMB725.33 million as the reserve price for the first round of auction based on a 30% decrease in the appraised value. If the auction fails, the Bank will conduct a second auction with an appropriate reserve price determined through overall consideration in accordance with the rules for determining the reserve price for the auction of the Bank’s collaterals. As the amount of expected losses arising from disposal of Collaterals exceeded the internal authorization limit of RMB10.00 million, the Board proposes to submit an ordinary resolution to the Shareholders at the EGM to consider and approve the disposal of the Collaterals.

– 9 –

LETTER FROM THE BOARD

According to the Bank’s policy on asset impairment provision, the Bank has made the impairment provision of RMB361.15 million for the aforesaid Collaterals.

As the disposal of Collaterals has not yet been completed, the amount of expected losses is estimated only based on current appraisal value, the expected amount of taxes from tax agent and other factors, certain differences may exist between the actual losses arising from the actual disposal and the estimated losses, and the effect of the actual losses from disposal of Collaterals on the Bank’s profits for the year concerned is still subject to further confirmation. The Bank will separately inform the Shareholders and potential investors of any further material development in relation to the disposal of Collaterals as and when appropriate and make appropriate disclosure, if necessary, in accordance with the requirements of the Listing Rules.

4. Proposed Amendments to the Articles of Association

In accordance with the Company Law, the Law on Commercial Banks, the Governance Code, the Listing Rules, the Trial Administrative Measures and other relevant laws and regulations and normative documents, as well as combining with the on-site inspection opinions of the regulatory department, the Bank proposes to make amendments and improvements to the Articles of Association. Details of the proposed amendments to the Articles of Association are set out in the Appendix I to this Circular.

The above resolution on the proposed amendments to the Articles of Association has been considered and approved by the Board of Directors, and will be submitted to the EGM for consideration and approval by way of special resolution.

The proposed amendments to the Articles of Association are subject to the consideration and approval of the Shareholders at the EGM and the approval of the Sichuan Bureau of the National Administration of Financial Regulation. Before the revised Articles of Association obtains the aforementioned regulatory approval, the existing Articles of Association shall remain in force.

5. Proposed Amendments to the Rules of Procedure of the Shareholders’ General Meeting

As the Articles of Association are proposed to be amended in accordance with the Company Law, the Law on Commercial Banks, the Governance Code, the Listing Rules, the Trial Administrative Measures and other relevant laws and regulations and normative documents, as well as combining with the on-site inspection opinions of the regulatory department, the Bank proposes to simultaneously make amendments and improvements to the relevant clauses of the Rules of Procedure of the Shareholders’ General Meeting. Details of the proposed amendments to the Rules of Procedure of the Shareholders’ General Meeting are set out in the Appendix II to this Circular.

– 10 –

LETTER FROM THE BOARD

The above resolution on the proposed amendments to the Rules of Procedure of the Shareholders’ General Meeting has been considered and approved by the Board of Directors, and will be submitted to the EGM for consideration and approval by way of special resolution.

The proposed amendments to the Rules of Procedure of the Shareholders’ General Meeting are subject to the consideration and approval of the Shareholders at the EGM. Before the revised Rules of Procedure of the Shareholders’ General Meeting obtains the aforementioned Shareholders’ approval, the existing Rules of Procedure of the Shareholders’ General Meeting shall remain in force.

6. Proposed Amendments to the Rules of Procedure of the Board of Directors

As the Articles of Association are proposed to be amended in accordance with the Company Law, the Law on Commercial Banks, the Governance Code, the Listing Rules, the Trial Administrative Measures and other relevant laws and regulations and normative documents, as well as combining with the on-site inspection opinions of the regulatory department, the Bank proposes to simultaneously make amendments and improvements to the relevant clauses of the Rules of Procedure of the Board of Directors. Details of the proposed amendments to the Rules of Procedure of the Board of Directors are set out in the Appendix III to this Circular.

The above resolution on the proposed amendments to the Rules of Procedure of the Board of Directors has been considered and approved by the Board of Directors, and will be submitted to the EGM for consideration and approval by way of special resolution.

The proposed amendments to the Rules of Procedure of the Board of Directors are subject to the consideration and approval of the Shareholders at the EGM. Before the revised Rules of Procedure of the Board of Directors obtains the aforementioned Shareholders’ approval, the existing Rules of Procedure of the Board of Directors shall remain in force.

7. Proposed Amendments to the Rules of Procedure of the Board of Supervisors

As the Articles of Association are proposed to be amended in accordance with the Company Law, the Law on Commercial Banks, the Governance Code, the Listing Rules, the Trial Administrative Measures and other relevant laws and regulations and normative documents, as well as combining with the on-site inspection opinions of the regulatory department, the Bank proposes to simultaneously make amendments and improvements to the relevant clauses of the Rules of Procedure of the Board of Supervisors. Details of the proposed amendments to the Rules of Procedure of the Board of Supervisors are set out in the Appendix IV to this Circular.

The above resolution on the proposed amendments to the Rules of Procedure of the Board of Supervisors has been considered and approved by the Board of Supervisors, and will be submitted to the EGM for consideration and approval by way of special resolution.

The proposed amendments to the Rules of Procedure of the Board of Supervisors are subject to the consideration and approval of the Shareholders at the EGM. Before the revised Rules of Procedure of the Board of Supervisors obtains the aforementioned Shareholders’ approval, the existing Rules of Procedure of the Board of Supervisors shall remain in force.

– 11 –

LETTER FROM THE BOARD

III. EGM

The Bank intends to convene the EGM at 9:00 a.m. on Thursday, October 12, 2023 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 EGM. The notice of convening the EGM dated August 28, 2023 together with a form of proxy and a reply slip have been dispatched to the Shareholders in accordance with the Listing Rules. The Notice of the EGM is also set out on pages 145 to 147 of this Circular.

Closure of Register of Members

In order to determine the list of Shareholders who are entitled to attend and vote at the EGM, the H Share register of members of the Bank will be closed from Tuesday, September 12, 2023 to Thursday, October 12, 2023 (both dates inclusive). Shareholders who intend to attend and vote at the EGM shall lodge all the transfer documents together with the relevant share certificates with the Bank’s H Share Registrar, Computershare Hong Kong Investor Services Limited (Address: Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) (for H Shareholders) 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 Domestic Shareholders) no later than 4:30 p.m. on Monday, September 11, 2023.

Reply Slip and Form of Proxy

Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the accompanying form of proxy in accordance with the instructions printed thereon. The form of proxy should be returned, by hand or by post, to Computershare Hong Kong Investor Services Limited (Address: 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) (for H Shareholders) 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 Domestic Shareholders) in any event no later than 24 hours before the time fixed for holding the EGM or any adjourned meeting thereof (i.e. no later than 9:00 a.m. on Wednesday, October 11, 2023).

Shareholders who intend to attend the EGM (or any adjourned meeting thereof) in person or by proxy shall complete and return the reply slip for attending the EGM (or any adjourned meeting thereof) by hand, by fax or by post to the Bank’s H Share Registrar, Computershare Hong Kong Investor Services Limited (Address: 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong; fax number: +852-28650990) (for H Shareholders) 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; fax number: +86-830-3100625) (for Domestic Shareholders), such that the reply slip shall be received by the Bank 20 days before the EGM (i.e. on or before Thursday, September 21, 2023).

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LETTER FROM THE BOARD

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

Voting by Poll at the EGM

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the EGM will therefore demand a poll for every resolution at the EGM pursuant to the Articles of Association. On a poll, each Shareholder who attends the EGM in person or by proxy (or where the Shareholder is a corporation, by its duly authorized representative) shall have one vote for each Share registered in his/her/its name in the register of members of the Bank. A Shareholder entitled to more than one vote need not use all his/her/its votes or cast the votes he/she/it used in the same manner.

IV. RECOMMENDATION

The Board of Directors (including independent non-executive Directors) considers that all the resolutions set out in the Notice of the EGM 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 EGM which are to be proposed at the EGM.

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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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. Article To establish a modern corporate system, Article To establish a modern corporate system, 1 improve corporate governance, protect 1 improve corporate governance, protect the legitimate rights and interests of the legitimate rights and interests of Luzhou Bank Co., Ltd. (hereinafter Luzhou Bank Co., Ltd. (hereinafter referred to as “the Bank”), the referred to as “the Bank”), the shareholders and the creditors and shareholders and the creditors and regulate the organization and conduct of regulate the organization and conduct of the Bank, the Articles of Association the Bank, the Articles of Association (hereinafter referred to as “the Articles”) (hereinafter referred to as “the Articles”) are formulated pursuant to the Company are formulated pursuant to the Company Law of the People’s Republic of China Law of the People’s Republic of China (hereinafter referred to as “Company (hereinafter referred to as “Company Law”), Securities Law of the People’s Law”), the Securities Law of the Republic of China, Banking Supervision People’s Republic of China, Banking and Regulatory Law of the People’s Supervision and Regulatory Law of the Republic of China (hereinafter referred to People’s Republic of China (hereinafter as “Banking Supervision and Regulatory referred to as “Banking Supervision and Law”), Law on Commercial Banks of the Regulatory Law”), Law on Commercial People’s Republic of China (hereinafter Banks of the People’s Republic of China referred to as “Law on Commercial (hereinafter referred to as “Law on Banks”), Interim Measures for Commercial Banks”), Interim Measures Management of Commercial Bank for Management of Commercial Bank Equity, Guidelines on the Corporate Equity, ~~Guidelines on the Corporate~~ Governance of Commercial Banks, ~~Governance of Commercial Banks,~~ the Special Regulations of the State Council Code of Corporate Governance of on the Overseas Offering and the Listing Banking and Insurance Institutions, of Shares by Joint Stock Limited the Trial Administrative Measures of Companies (hereinafter referred to as Overseas Securities Offering and “Special Regulations”), Mandatory Listing by Domestic Companies ~~Special~~ Provisions for Articles of Association of ~~Regulations of the State Council on the~~ Companies to be Listed Overseas ~~Overseas Offering and the Listing of~~ (hereinafter referred to as “Mandatory ~~Shares by Joint Stock Limited~~ Provisions”), Rules Governing the ~~Companies (hereinafter referred to as~~ Listing of Securities on the Stock ~~“Special Regulations”), Mandatory~~ Exchange of Hong Kong Limited ~~Provisions for Articles of Association of~~ (hereinafter referred to as “Hong Kong ~~Companies to be Listed Overseas~~ Listing Rules”) and other relevant ~~(hereinafter referred to as “Mandatory~~ regulations and based on the actual ~~Provisions”)~~ , Rules Governing the conditions of the Bank. Listing of Securities on the Stock Exchange of Hong Kong Limited (hereinafter referred to as “Hong Kong Listing Rules”) and other relevant regulations and based on the actual conditions of the Bank.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing		Revised
Article	Existing Article	Article	Revised Article
No.		No.
Article	The Bank may increase its capital as	Article	The Bank may increase its capital as
27	follows in the light of its business and	27	follows in the light of its business and
	development needs, in accordance with		development needs, in accordance with
	the relevant laws, administrative		the relevant laws, administrative
	regulations, resolutions made at the		regulations, resolutions made at the
	general meeting and upon approval by		general meeting ~~and upon approval by~~
	the banking regulatory authorities under		~~the banking regulatory authorities under~~
	the State Council:		~~the State Council~~:
	(I) to offer new shares to non-given		(I) to offer new shares to non-given
	investors;		investors;
	(II) to offer new shares to special entities;		(II) to offer new shares to special entities;
	(III) to distribute new shares to existing		(III) to distribute new shares to existing
	shareholders;		shareholders;
	(IV) to transfer reserve funds to increase		(IV) to transfer reserve funds to increase
	share capital;		share capital;
	(V) to place new shares to existing		(V) to place new shares to existing
	shareholders;		shareholders;
	(VI) by other methods approved by laws,		(VI) by other methods approved by laws,
	administrative regulations and relevant		administrative regulations and relevant
	regulatory authorities.		regulatory authorities.
	Issue of new shares by the Bank for		Issue of new shares by the Bank for
	capital increase shall be subject to		capital increase shall be subject to
	approval as specified in the Articles and		approval as specified in the Articles and
	follow the procedures specified in the		follow the procedures specified in the
	relevant state laws and administrative		relevant state laws and administrative
	regulations.		regulations.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing		Revised
Article	Existing Article	Article	Revised Article
No.		No.
Article	A prior approval shall be obtained from a	Article	A prior approval shall be obtained from a
33	general meeting in respect of any share	33	general meeting in respect of any share
	repurchase by the Bank through an off-		repurchase by the Bank through an off-
	market agreement in accordance with the		market agreement in accordance with the
	provisions of the Articles. After the		provisions of the Articles. After the
	general meeting has given its approval in		general meeting has given its approval in
	the same way, the Bank may rescind or		the same way, the Bank may rescind or
	alter any contracts entered into in the said		alter any contracts entered into in the said
	manner or waive any rights under such		manner or waive any rights under such
	contracts.		contracts.
	The contract to repurchase shares as		The contract to repurchase shares as
	referred to in the preceding paragraph		referred to in the preceding paragraph
	includes, but is not limited to, an		includes, but is not limited to, an
	agreement to become obliged to		agreement to become obliged to
	repurchase or to acquire the right to		repurchase or to acquire the right to
	repurchase shares.		repurchase shares.
	The Bank shall not assign a contract for		The Bank shall not assign a contract for
	repurchasing its shares or any of its rights		repurchasing its shares or any of its rights
	thereunder.		thereunder.
	Where the Bank has the right to		~~Where~~ ~~the~~ ~~Bank~~ ~~has~~ ~~the~~ ~~right~~ ~~to~~
	repurchase redeemable shares by means		~~repurchase redeemable shares by means~~
	other than repurchases through the		~~other~~ ~~than~~ ~~repurchases~~ ~~through~~ ~~the~~
	market or by tender, the repurchase price		~~market or by tender, the repurchase price~~
	shall be limited to a maximum price; if		~~shall be limited to a maximum price; if~~
	repurchases are made by tender, an		~~repurchases are made by tender, an~~
	invitation for tenders shall be made to all		~~invitation for tenders shall be made to all~~
	shareholders alike.		~~shareholders alike.~~

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Article No. Existing Article Revised Article No.	Revised Article
Article 43 The Bank’s shares are all registered shares. The Bank’s shares shall specify: (I) name of the Bank; (II) date of incorporation of the Bank; (III) type of shares, par value and number of shares represented; (IV) stock code; (V) other matters that shall be specified pursuant to the Company Law, Special Regulations and the regulations of the securities regulatory authorities in the place where the securities of the Bank are listed; (VI) if the share capital of the Bank includes shares without voting rights, Article 43	The Bank’s shares are all registered shares. The Bank’s shares shall specify: (I) name of the Bank; (II) date of incorporation of the Bank; (III) type of shares, par value and number of shares represented; (IV) stock code; (V) other matters that shall be specified pursuant to the Company Law, ~~Special~~ ~~Regulations~~ the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and the regulations of the securities regulatory authorities in the place where the securities of the Bank are listed~~;~~.

Existing
Article
No.
Existing Article
Revised
Article
No.

Revised Article

Article
43
The Bank’s shares are all registered
shares. The Bank’s shares shall specify:
(I) name of the Bank;
(II) date of incorporation of the Bank;
(III) type of shares, par value and number
of shares represented;
(IV) stock code;
(V) other matters that shall be specified
pursuant to the Company Law, Special
Regulations and the regulations of the
securities regulatory authorities in the
place where the securities of the Bank are
listed;
(VI) if the share capital of the Bank
includes shares without voting rights,
Article
43

The Bank’s shares are all registered
shares. The Bank’s shares shall specify:
(I) name of the Bank;
(II) date of incorporation of the Bank;
(III) type of shares, par value and number
of shares represented;
(IV) stock code;
(V) other matters that shall be specified
pursuant to the Company Law, ~~Special~~
~~Regulations~~ the Trial Administrative
Measures
of
Overseas
Securities
Offering
and
Listing
by
Domestic
Companies and the regulations of the
securities regulatory authorities in the
place where the securities of the Bank are
listed~~;~~.

(VI) if the share capital of the Bank includes shares without voting rights, then the said shares shall be specified as “Without Voting Right”;

~~(VI) if the share capital of the Bank includes shares without voting rights, then the said shares shall be specified as “Without Voting Right”;~~

(VII) if the share capital includes shares with different voting rights, then each class of shares (except those with most preferential voting right) shall be specified “Restricted Voting Right” or “Limited Voting Right”.

~~(VII) if the share capital includes shares with different voting rights, then each class of shares (except those with most preferential voting right) shall be specified “Restricted Voting Right” or “Limited Voting Right”.~~

The overseas listed foreign shares issued by the Bank may be in the form of overseas depositary receipt or other derivative forms according to the laws of the place where the securities of the Bank are listed and the practice of securities registration and depositary.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. Article Change of the register of shareholders Article ~~Change of the register of shareholders~~ 49 arising from share transfer shall not be 49 ~~arising from share transfer shall not be~~ registered within 30 days before ~~registered within 30 days before~~ convening of a general meeting or within ~~convening of a general meeting or within~~ five days prior to the benchmark date on ~~five days prior to the benchmark date on~~ which the Bank decides to distribute ~~which the Bank decides to distribute~~ dividends. If the securities regulatory ~~dividends. If the securities regulatory~~ authorities in the place where the ~~authorities in the place where the~~ securities of the Bank are listed have ~~securities of the Bank are listed have~~ special provisions, such provisions shall ~~special provisions, such provisions shall~~ apply. ~~apply.~~ If there are provisions in laws, administrative regulations, departmental rules, regulatory documents or by the securities regulatory authorities in the place where the securities of the Bank are listed for suspending the registration of changes in the register of shareholders arising from share transfer prior to the convening of a general meeting or prior to the benchmark date on which the Bank decides to distribute dividends, such provisions shall apply. Article If any shareholder in the register of Article If any shareholder in the register of 52 shareholders or any person requesting to 52 shareholders or any person requesting to have his name recorded in the register of have his name recorded in the register of shareholders has lost his shares (i.e. “the shareholders has lost his shares (i.e. “the Original Shares”), the said shareholder or Original Shares”), the said shareholder or person may apply to the Bank to reissue person may apply to the Bank to reissue new shares for the said shares (i.e. “the new shares for the said shares (i.e. “the Relevant Shares”). Relevant Shares”). Application for reissue of shares lost by Application for reissue of shares lost by holders of domestic shares shall be holders of domestic shares shall be processed pursuant to the Company Law. processed pursuant to the Company Law.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. Application for reissue of shares lost by Application for reissue of shares lost by holders of overseas listed foreign shares holders of overseas listed foreign shares shall be processed pursuant to the law, shall be processed pursuant to the law, rules of the stock exchange and other rules of the stock exchange and other relevant regulations of the place where relevant regulations of the place where the original of the register of holders of the original of the register of holders of overseas listed foreign shares is kept. overseas listed foreign shares is kept.

Application for reissue of shares lost by holders of H Shares shall meet the following requirements:

(I) the applicant shall submit an application with the standard format designated by the Bank and attach a notarial deed or statutory statement. The contents of the notarial deed or statutory statement shall include the reason for application, information and evidence about how the shares are lost, and a statement that no other person may request to be registered as shareholder for the related shares.

(II) before deciding to reissue new shares, the Bank has not received a statement that anybody other than the applicant requests to be registered as shareholder for the said shares.

(III) after deciding to reissue new shares to the applicant, the Bank shall publish announcements of reissue of new shares on the newspapers designated by the Board; the announcement period is 90 days, with at least one announcement in 30 days.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Article Existing Article No. (IV) before publishing the announcement of reissue of new shares, the Bank shall submit a copy of the to-be-published announcement to the stock exchange with which the Bank is listed, and may publish the announcement only after receiving a reply from the said stock exchange confirming that the said announcement has been displayed in the stock exchange. The duration of display of the said announcement in the stock exchange is 90 days. If the application for reissuing shares is not approved by the registered holder of the relevant shares, the Bank shall mail a copy of the to-be-published announcement to the said shareholder.

(V) if, after expiry of the 90-day period of announcement and display specified in (III) and (IV) of this article, the Bank has not received any objection to reissue of shares, the Bank may reissue new shares as requested by the applicant.

(VI) when the Bank reissues new shares as specified herein, the Bank shall immediately deregister the original shares and record such deregistration and reissue in the register of shareholders.

(VII) all the expenses for deregistering the original shares and reissuing new shares shall be borne by the applicant. The Bank may refuse to take any action before the applicant provides any reasonable guarantee.

If the Bank issues warrants to any unregistered holder, the Bank shall not issue any new warrants to replace the lost warrants unless it does believe the original warrants are truly destroyed.

Revised
Article	Revised		Article
No.

(IV) before publishing the announcement of reissue of new shares, the Bank shall submit a copy of the to-be-published announcement to the stock exchange with which the Bank is listed, and may publish the announcement only after receiving a reply from the said stock exchange confirming that the said announcement has been displayed in the stock exchange. The duration of display of the said announcement in the stock exchange is 90 days. If the application for reissuing shares is not approved by the registered holder of the relevant shares, the Bank shall mail a copy of the to-be-published announcement to the said shareholder.

(VI) when the Bank reissues new shares as specified herein, the Bank shall immediately deregister the original shares and record such deregistration and reissue in the register of shareholders. (VII) all the expenses for deregistering the original shares and reissuing new shares shall be borne by the applicant. The Bank may refuse to take any action before the applicant provides any reasonable guarantee.

~~If the Bank issues warrants to any unregistered holder, the Bank shall not issue any new warrants to replace the lost warrants unless it does believe the original warrants are truly destroyed.~~

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. Article The Bank shall set up the grass- root Article In accordance with the Constitution of 310 committee of the CPC (hereinafter 55 the Communist Party of China, and referred to as the “CPC committee”), with approval of the CPC organization which shall play a core leading and at a higher level, the Bank has political role, grasp the direction, control established the Committee of the the situation and ensure implementation. Communist Party of China of Luzhou The Bank shall establish a working body Bank Co., Ltd. (hereinafter referred to of the CPC, assign sufficient staff for as the “CPC committee of the Bank”) CPC’s affairs and ensure the work funds and the Bank has also established the of the CPC organization. The Bank shall Commission of Discipline Inspection of adhere to the principle of the Party the Party (hereinafter referred to as supervising the performance of officials, the “discipline inspection commission and the number of posts of secretary, of the Bank”) according to the relevant deputy secretary and member of the CPC requirements. Meanwhile, the Bank committee of the Bank shall be set up has a Discipline Inspection and according to the reply of the CPC Supervision Team assigned by the organization at a higher level and Commission of Discipline Inspection relevant personnel shall be elected or and Supervisory Committee at a appointed according to relevant higher level. regulations including the Constitution of Article The CPC committee of the Bank shall the Communist Party of China. Qualified 56 be elected by the CPC members’ members of the CPC committee may general meeting or the CPC members’ enter the Board of Directors, Board of representatives’ general meeting, and Supervisors and senior management each term of office is generally five according to legal procedures, and years. Regular re-election shall be qualified party members in the Board of conducted upon the expiration of its Directors, Board of Supervisors and term of office. Each term of office of senior management may enter the CPC the Bank’s discipline inspection committee according to relevant commission should be the same as the provisions and procedures. The posts of CPC committee. the secretary of the CPC committee and Article The Bank shall adhere to the principle of the chairman shall be held by the same 57 the Party supervising the performance of person. The Board or the senior officials, and the CPC committee of the management shall listen to the opinions Bank should consist of one secretary, of the CPC committee of the Bank in one to two deputy secretaries, and making any important decisions for the several other committee members. The Bank. After studying and discussing specific number of posts shall be set up major issues concerning operation and according to the reply of the CPC management, the CPC committee may organization at a higher level. propose opinions or suggestions to the Board or the senior management. The Discipline Inspection Commission Meanwhile, a discipline inspection of the Bank should consist of one commission of the Bank shall be set up secretary, and several committee according to provisions. members. The specific number of posts shall be set up according to the reply of the CPC organization at a higher level.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. The CPC committee of the Bank shall Article The CPC committee of the Bank shall perform the following duties according to 58 play a leading role, grasp the direction, the Constitution of the Communist Party control the situation and ensure of China and other regulations of the implementation, and discuss and decide CPC: on major matters of the Bank in accordance with the provisions. The (I) to undertake to supervise the principal duties are: implementation of the guidelines and policies of the CPC and the PRC in the (I) to strengthen the CPC political Bank and implement relevant significant construction of the Bank, adhere to work arrangements of the CPC and implement the fundamental organization at a higher level; system, basic system and important system of socialism with Chinese (II) to support the general meeting, Board characteristics, educate and guide all of Directors, Board of Supervisors and CPC members to always maintain a senior management in performing duties high degree of consistency with the according to the laws, and the employee CPC Central Committee with representatives’ meeting in carrying out Comrade Xi Jinping as the core in work; political stance, political direction, political principles and political path. (III) to study and discuss significant matters concerning reform, steady (II) to thoroughly study and implement development, operation and management Xi Jinping’s Thought on Socialism with of the Bank as well as major issues Chinese Characteristics for a New Era, concerning immediate interests of the study and promote the theory of the employees; and to study and discuss CPC, implement the CPC’s routes, major personnel appointment and guidelines and policies, super vise and removal of the Bank and other “Three ensure the implementation of the major Major and One Large” issues; and to decisions and arrangements of the CPC study and discuss major matters decided Central Committee and the resolutions of by the Board and the senior management; the CPC organization at a higher level in the Bank.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. (IV) to implement the responsibility (III) to study and discuss major system of construction of the CPC and operation and management issues of earnestly perform the main body the Bank, and support the general responsibility of the construction of a meeting, Board of Directors, Board of clear and honest party and lead and Supervisors and senior management in support the discipline inspection performing duties according to the laws, commission in earnestly performing its and the employee representatives’ supervision responsibility; to enhance meeting in carrying out work. construction of the grass-root CPC organization and party forces in state- (IV) to strengthen the leadership and owned enterprises; to provide leadership control over the staff selection and over the Bank’s ideological and political employment of the Bank, and focus on work, united front work, efforts for the construction of leadership team, cultural and ethical progress, corporate cadre team and talent team of the cultural progress and work of the trade Bank. unions, the Communist Youth League and other mass organizations. (V) to perform the main body

(IV) to strengthen the leadership and control over the staff selection and employment of the Bank, and focus on the construction of leadership team, cadre team and talent team of the Bank.

(V) to perform the main body responsibility of the construction of a clear and honest party of the Bank, lead and support the internal discipline inspection organization to perform the supervision and account ability duties , strictly regulate political discipline and political rules, and promote the comprehensive and strict governance of the Party to the grass-root level.

(VI) to enhance construction of the grassroot CPC organization and party forces, unite and lead the employees to actively participate in the reform and development of the Bank. (VII) to provide leadership over the Bank’s ideological and political work, efforts for cultural and ethical progress, united front work, lead the Bank’s labor union, the Communist Youth League, women’s organizations and other mass organizations.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing			Revised
Article	Existing	Article	Article	Revised Article
No.			No.
			Article	Major operation and management
			59	matters of the Bank shall be studied
				and discussed by the Party Committee
				before being decided by the general
				meeting, Board of Directors or senior
				management. The matters to be
				studied and discussed mainly include:
				(I) implementation of major initiatives
				of the CPC Central Committee in its
				decision-making and deployment as
				well as national development
				strategies;
				(II) the development strategy, medium
				and long-term development plan and
				important reform plan of the Bank;
				(III) the principle and directional
				matters in respect of the asset
				restructuring, property transfer,
				capital operation and large-amount
				investment of the Bank;
				(IV) the establishment and adjustment
				of the organizational structure of the
				Bank and the formulation and
				modification of important rules,
				regulations and systems;
				(V) major issues concerning the Bank’s
				safe production, maintenance of
				stability, rights and interests of
				employees and social responsibilities;
				(VI) other important matters that shall
				be studied and discussed by the CPC
				committee of the Bank.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing			Revised
Article	Existing	Article	Article	Revised Article
No.			No.
			Article	The Bank shall insist on and improve
			60	the leadership system of “two - way
				entry and cross appointment”, and
				qualified members of the CPC committee
				may enter the Board of Directors, Board
				of Supervisors and senior management
				according to legal procedures, and
				qualified Party members in the Board of
				Directors, Board of Supervisors and
				senior management may enter the CPC
				committee according to relevant
				provisions and procedures.
				The posts of the secretary of the CPC
				committee and the chairman of the Bank
				shall be held by the same person, and
				Party member who is the president of
				the Bank shall also serve as the deputy
				secretary of the CPC committee. At the
				same time, one deputy secretary of the
				CPC committee shall be appointed to
				assist the secretary of the CPC
				committee in the construction of the
				CPC.
				The CPC committee of the Bank
				implements the system of combining
				collective leadership with individual
				division of responsibilities, and
				members of the CPC committee
				leading group who are members of the
				Board of Directors, Board of
				Supervisors and senior management
				shall implement the decisions of the
				CPC organization.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing			Revised
Article	Existing	Article	Article	Revised Article
No.			No.
			Article	The Bank shall enhance the guarantees
			61	for work. On the principle of
				facilitating the work of the CPC as well
				as strengthening its capability and
				efficiency, the CPC committee of the
				Bank shall establish a working body of
				the CPC, assign sufficient staff for CPC’s
				affairs and ensure the premises for and
				work funds of the CPC organization, to
				provide necessary conditions for CPC’s
				activities. The work funds of the CPC
				organization of the Bank shall be charged
				to the management fee, and the part
				included in the management fee is
				generally equivalent to 1% of the total
				staff salary of the Bank in the previous
				year and included in the annual budget of
				the Bank.
			Article	Discipline inspection commission’s
			62	duties:
				(I) the discipline inspection
				commission of the Bank shall adhere to
				the principles and strengthen
				supervision, and assist the CPC
				committee with the improvement of the
				Party conduct and establishment of
				integrity as well as the organization
				and coordination of anti-corruption
				combat under the leadership of the
				CPC committee and the discipline
				inspection commissions at higher
				levels, give full play to the role of
				supervision within the Party, perform
				the supervision duties assigned by the
				Constitution of the CPC, and
				implement discipline inspection and
				accountability in a stringent manner;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing			Revised
Article	Existing	Article	Article	Revised Article
No.			No.
				(II) to strengthen discipline
				supervision, firmly defend the
				authority of the Constitution of the
				Communist Party of China and other
				internal regulations of the Party,
				review the Party’s routes, guidelines
				and policies and the implementation of
				major decisions and arrangements of
				the Bank, and supervise the
				performance of duties and exercise of
				powers by the CPC organization and
				the Party members and cadres;
				(III) to enhance the education on
				integrity and warning education, and
				fortify the ideological standards of the
				Party members and cadres combating
				corruption and upholding Party
				integrity; to tighten the supervision on
				the Party members and cadres and
				earnestly discharge the supervision
				duties for improvement of the Party
				conduct and establishment of integrity;
				(IV) to reinforce the construction of
				the style of work, strictly follow the
				spirit of the eight requirements of the
				central government of the Party, the
				ten requirements of the provincial
				Party committee and the provincial
				government and the twelve
				requirements of the municipal Party
				committee and the municipal
				government, and exert consistent
				efforts in rectifying formalism,
				bureaucracy, hedonism and
				extravagance;
				(V) to put more efforts on the
				investigation of illegal cases, insist on
				punishing corruption cases with zero
				tolerance, and severely investigate the
				behaviors in breach of Party
				disciplines and corruption-related
				cases in strict compliance with relevant
				disciplines and laws.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing		Revised
Article	Existing Article	Article	Revised Article
No.		No.
Article	The shareholders of ordinary shares of	Article	The shareholders of ordinary shares of
56	the Bank shall enjoy the following rights:	64	the Bank shall enjoy the following rights:
	(I) to receive dividends and other kinds		(I) to receive dividends and other kinds
	of distributions as determined by the		of distributions as determined by the
	number of shares held by them;		number of shares held by them;
	(II) to request, convene, preside over,		(II) to request, convene, preside over,
	attend or appoint a proxy to general		attend or appoint a proxy to general
	meetings according to laws, and to		meetings according to laws, and to
	exercise corresponding voting rights;		exercise corresponding voting rights;
	(III) to supervise and manage the		(III) to supervise and manage the
	business operation activities of the Bank,		business operation activities of the Bank,
	and to make suggestions and enquiries		and to make suggestions and enquiries
	accordingly;		accordingly;
	(IV) to transfer, bestow or pledge shares		(IV) to transfer, bestow or pledge shares
	held by them in accordance with the		held by them in accordance with the
	laws, administrative regulations, and the		laws, administrative regulations, and the
	Articles;		Articles;
	(V) to obtain relevant information in		(V) to obtain relevant information in
	accordance with the laws, administrative		accordance with the laws, administrative
	regulations, departmental rules,		regulations, departmental rules,
	regulatory documents, the relevant		regulatory documents, the relevant
	provisions stipulated by the securities		provisions stipulated by the securities
	regulatory authorities in the place where		regulatory authorities in the place where
	the securities of the Bank are listed and		the securities of the Bank are listed and
	the Articles, including:		the Articles, including:

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Article Existing Article No.

to obtain a copy of the Articles after paying the costs and expenses incurred; and 2. have the right to inspect, and to photocopy, after paying a reasonable fee, the following documents: (1) all parts of the register of shareholders; (2) the personal information of the directors, supervisors, president and other senior managers of the Bank, including: (a) current and former names and aliases; (b) primary address (domicile); (c) nationality; (d) full-time and all other part- time occupations and positions; (e) identification documents and their numbers; (3) report of share capital issued by the Bank; (4) report of the total par value, quantity, and the highest and lowest prices of each class of shares bought back by the Bank from the last fiscal year (by domestic shares and H Shares), and the total amount paid by the Bank for this purpose; (5) minutes of the general meetings; (6) resolutions of Board meetings and meetings of the Board of Supervisors; (7) the special resolutions of the Bank; (8) the latest audited financial accounting report, report of the Board, report of the Board of Supervisors and auditors’ report; (9) a copy of the latest corporate annual return already submitted to the industrial and commercial registration authority or other competent bodies.

Except the documents set out in (2) above, the Bank shall keep the above documents at the Hong Kong address of the Bank for the free inspection by the public and holders of H Shares. Documents set out in (5) are for inspection by shareholders only.

Revised Article Revised Article No.

to obtain a copy of the Articles after paying the costs and expenses incurred; and 2. have the right to inspect, and to photocopy, after paying a reasonable fee, the following documents: (1) all parts of the register of shareholders; (2) the personal information of the directors, supervisors, president and other senior managers of the Bank, including: (a) current and former names and aliases; (b) primary address (domicile); (c) nationality; (d) full-time and all other part- time occupations and positions; (e) identification documents and their numbers; (3) report of share capital issued by the Bank; (4) report of the total par value, quantity, and the highest and lowest prices of each class of shares bought back by the Bank from the last fiscal year (by domestic shares and H Shares), and the total amount paid by the Bank for this purpose; (5) minutes of the general meetings; (6) resolutions of Board meetings and meetings of the Board of Supervisors; (7) the special resolutions of the Bank; (8) the latest audited financial accounting report, report of the Board, report of the Board of Supervisors and auditors’ report; (9) a copy of the latest corporate annual return already submitted to the industrial and commercial registration authority or other competent bodies.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing		Revised
Article	Existing Article	Article	Revised Article
No.		No.
	(VI) to participate in the distribution of		(VI) to participate in the distribution of
	the remaining assets of the Bank based on		the remaining assets of the Bank based on
	the number of shares held in the event of		the number of shares held in the event of
	the Bank’s dissolution or liquidation;		the Bank’s dissolution or liquidation;
	(VII) to demand the Bank to acquire their		(VII) to demand the Bank to acquire their
	shares (for shareholders who disagree		shares (for shareholders who disagree
	with the resolutions adopted at a general		with the resolutions adopted at a general
	meeting in relation to the merger or		meeting in relation to the merger or
	division of the Bank); and		division of the Bank); and
	(VIII) to have other rights conferred in		(VIII) to have other rights conferred in
	accordance with the laws, administrative		accordance with the laws, administrative
	regulations, other rules and the Articles.		regulations, other rules and the Articles.
	The Bank shall not exercise any right to		~~The Bank shall not exercise any right to~~
	freeze or otherwise damage the rights		~~freeze or otherwise damage the rights~~
	attached to any shares directly or		~~attached~~ ~~to~~ ~~any~~ ~~shares~~ ~~directly~~ ~~or~~
	indirectly held by any person only on the		~~indirectly held by any person only on the~~
	ground that the said person has not		~~ground that the said person has not~~
	disclosed his/her equity to the Bank.		~~disclosed his/her equity to the Bank.~~

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. Article Shareholders of ordinary shares of the Article Shareholders of ordinary shares of the 61 Bank shall have the following 69 Bank shall have the following obligations: obligations: (I) to abide by the laws, administrative (I) to abide by the laws, administrative regulations, regulatory provisions, regulations, regulatory provisions, relevant regulations of securities relevant regulations of securities regulatory authorities (including regulatory authorities (including securities regulatory authorities in the securities regulatory authorities in the place where the securities of the Bank are place where the securities of the Bank are listed) and the Articles; listed) and the Articles;

(II) to contribute to the share capital as determined by the number of shares subscribed by them and the prescribed method of capital contribution;

(III) not to withdraw their contributed share capital except in circumstances allowed by the laws and administrative regulations;

(IV) not to abuse their rights to harm the interests of the Bank or any other shareholders; not to abuse the Bank’s status as an independent and separate legal person and the limited liability of shareholders to harm the interests of the Bank’s creditors. If a shareholder of the Bank abuses his/her rights and causes loss to the Bank or other shareholders, it will be held liable for compensation in accordance with the law. If a shareholder abuses the Bank’s status as an independent and separate legal person and the limited liability of shareholders to evade the repayment of debts, resulting in material damage to the interests of the Bank’s creditors, that shareholder shall be jointly and severally liable for the debts of the Bank;

(II) to contribute to the share capital as determined by the number of shares subscribed by them and the prescribed method of capital contribution and to make capital contribution to the Bank with self-owned funds from legal sources, and not to make capital contribution with entrusted funds, debt funds and other funds not owned by themselves, unless otherwise provided by laws, regulations or regulatory requirements; (III) to comply with regulatory requirements in relation to the shareholding ratio and number of shareholding institutions, and not to entrust or be entrusted by others to hold the Bank’s shares; ~~(III)~~ (IV) not to withdraw their contributed share capital except in circumstances allowed by the laws and administrative regulations;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. (V) to report to the Board in a complete ~~(IV)~~ (V) not to abuse their and truthful manner information about its the interests of the Bank connected enterprises, its related party shareholders; not to abuse relationship with other shareholders and status as an independent its shareholdings in other financial legal person and the limited institutions; shareholders to harm the Bank’s creditors. If a (VI) if any of the top ten shareholders Bank abuses his/her rights undergoes any changes in legal loss to the Bank or other representatives, names, registered will be held liable for addresses, business scope and other accordance with the law. If a major events, he/she shall timely report abuses the Bank’s to the Bank which will report to the independent and separate competent national examination and and the limited liability of approval authorities for filing;

~~(IV)~~ (V) not to abuse their rights to harm the interests of the Bank or any other shareholders; not to abuse the Bank’s status as an independent and separate legal person and the limited liability of shareholders to harm the interests of the Bank’s creditors. If a shareholder of the Bank abuses his/her rights and causes loss to the Bank or other shareholders, it will be held liable for compensation in accordance with the law. If a shareholder abuses the Bank’s status as an independent and separate legal person and the limited liability of shareholders to evade the repayment of debts, resulting in material damage to the interests of the Bank’s creditors, that shareholder shall be jointly and severally liable for the debts of the Bank;

~~(V) to report to the Board in a complete and truthful manner information about its connected enterprises, its related party relationship with other shareholders and its shareholdings in other financial institutions;~~

(VI) in accordance with laws,
regulations and regulatory
requirements, to honestly report to the
Board on information such as financial
information, shareholding structure,
source of capital contribution,
controlling shareholders, de facto
controllers, related parties, persons
acting in concert, ultimate
beneficiaries, investment in other
financial institutions and other
information;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Article No. Existing Article Revised Article No.	Revised Article
(VII) to protect the Bank’s interests and reputation and support the Bank’s lawful operation; (VIII) to support the plans and measures proposed by the Board for improving capital adequacy ratio when the Bank’s capital adequacy ratio is lower than the standard as stipulated by laws and regulations of the banking industry;	(VII) in case of any changes in the controlling shareholders, de facto controllers, related parties, persons acting in concert, ultimate beneficiaries of the shareholders, the relevant shareholders shall promptly notify the Bank of any changes in writing in accordance with laws, regulations and regulatory requirements;

Shareholders, particularly substantial shareholders, shall support the reasonable capital plans formulated by the Board to keep the Bank’s capital in compliance with regulatory requirements; substantial shareholders shall make a long- term commitment to the Bank in writing regarding capital replenishment as a part of the Bank’s capital plans. When the Bank’s capital fails to comply with the regulatory requirements, a capital replenishment plan shall be made to enable the capital adequacy ratio to satisfy the regulatory requirements within the time framework, and other measures to replenish capital such as increase of core capital shall be taken. The substantial shareholders who do not participate in capital replenishment shall not hinder other shareholders from replenishing the capital of the Bank or new eligible shareholders from participating; substantial shareholders shall replenish the capital of the Bank if necessary;

(VIII) to promptly notify the Bank in writing of relevant circumstances in accordance with laws, regulation s and regulatory requirements in the event of merger or division of shareholders, being ordered to suspend business for rectification, designated custody, takeover, revocation or other measures, or are in the process of dissolution, liquidation or bankruptcy procedures, or changes in their legal representative, company name, business premises, business scope and other material events;

(IX) to promptly notify the Bank in writing of the relevant circumstances in accordance with laws, regulations and regulatory requirements in the event of the shares of the Bank held by the shareholders are involved in litigation, arbitration, being subject to enforcement action by judicial authorities, pledged or released from a pledge;

(IX) Shareholders who shall seek approval from but fail to report to regulatory authorities shall not exercise such rights as the right to request convening the general meeting, voting right, right of nomination, right of making motions and right of disposition;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Article No. Existing Article Revised Article No.	Revised Article
(X) for any shareholder who has made any false statement, abuses shareholder’s rights or has other acts that harm the interests of the Bank, the banking regulatory authorities under the State Council or its local offices may restrict or prohibit any related party transactions between the Bank and him/her and restrict the quota of the Bank’s equity held by him/her and equity pledge ratio as well as his/her rights including the right to request convening the general meeting, voting right, right of nomination, right of making motions and right of disposition; (XI) any shareholder and his related parties and persons acting in concert that separately or jointly hold more than 1% but less than 5% of the Bank’s total capital or total shares shall report via the Bank to the banking regulatory authorities under the State Council or their local offices within 10 workdays after obtaining corresponding equities. The shareholder shall report via the Bank to the banking regulatory authorities under the State Council or their local offices within 10 workdays after he knows or shall know that they separately or jointly hold more than 1% but less than 5% (“less than” is exclusive, only for the purpose of this sub-paragraph) of the Bank’s total shares; (XII) to assume other obligations required by laws, administrative regulations and the Articles.	(X) to comply with the laws, regulations and regulatory requirements and not to prejudice the interests of other shareholders and the Bank when the shareholders transfer or pledge their shares of the Bank or conduct related party transactions with the Bank; (XI) shareholders, their controlling shareholders and de facto controllers shall not abuse shareholders’ rights or use connected relationships to harm the legitimate rights and interests of the Bank, other shareholders and stakeholders, or intervene in the right to make decisions and right of management that the Board and senior management have in accordance with the Articles, or directly intervene in the Bank’ s operation and management not through the Board and senior management; (XII) to cooperate with the regulatory authorities in investigation and risk disposal in the event of major risk events or major violations of the Bank; ~~(VI)~~ (XIII) if any of the top ten shareholders undergoes any changes in legal representatives, names, registered addresses, business scope and other major events, he/she shall timely report to the Bank which will report to the competent national examination and approval authorities for filing;

Existing
Article
No.
Existing Article
Revised
Article
No.

Revised Article

(X) for any shareholder who has made
any false statement, abuses shareholder’s
rights or has other acts that harm the
interests
of
the
Bank,
the
banking
regulatory authorities under the State
Council or its local offices may restrict or
prohibit any related party transactions
between
the
Bank
and
him/her
and
restrict the quota of the Bank’s equity
held by him/her and equity pledge ratio
as well as his/her rights including the
right to request convening the general
meeting,
voting
right,
right
of
nomination, right of making motions and
right of disposition;
(XI) any shareholder and his related
parties and persons acting in concert that
separately or jointly hold more than 1%
but less than 5% of the Bank’s total
capital or total shares shall report via the
Bank
to
the
banking
regulatory
authorities under the State Council or
their local offices within 10 workdays
after obtaining corresponding equities.
The shareholder shall report via the Bank
to the banking regulatory authorities
under the State Council or their local
offices within 10 workdays after he
knows or shall know that they separately
or jointly hold more than 1% but less
than 5% (“less than” is exclusive, only
for the purpose of this sub-paragraph) of
the Bank’s total shares;
(XII)
to
assume
other
obligations
required
by
laws,
administrative
regulations and the Articles.

(X)
to
comply
with
the
laws,
regulations
and
regulatory
requirements and not to prejudice the
interests of other shareholders and the
Bank when the shareholders transfer
or pledge their shares of the Bank or
conduct
related
party
transactions
with the Bank;
(XI)
shareholders,
their
controlling
shareholders and de facto controllers
shall not abuse shareholders’ rights or
use connected relationships to harm
the legitimate rights and interests of
the
Bank,
other
shareholders
and
stakeholders, or intervene in the right
to
make
decisions
and
right
of
management that the Board and senior
management have in accordance with
the Articles, or directly intervene in the
Bank’ s operation and management not
through
the
Board
and
senior
management;
(XII) to cooperate with the regulatory
authorities in investigation and risk
disposal in the event of major risk
events or major violations of the Bank;
~~(VI)~~
(XIII)
if
any
of
the
top
ten
shareholders undergoes any changes in
legal representatives, names, registered
addresses,
business
scope
and
other
major events, he/she shall timely report
to the Bank which will report to the
competent
national
examination
and
approval authorities for filing;

– 34 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Existing Article No. Existing Article Revised Article No.
		~~VII~~

– 35 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Existing Article No. Existing Article Revised Article No.
		~~IX~~

– 36 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. ~~(XII)~~ (XIX) to assume other obligations required by laws, administrative regulations and the Articles. In the event of any major risk events, the Bank will adopt appropriate loss absorption and risk mitigation mechanisms in accordance with relevant laws and regulations and the recovery and disposal plan formulated by the Bank. Article If any shareholder of the Bank pledges Article If any shareholder of the Bank pledges 62 his shares of the Bank or uses the shares 70 his shares of the Bank or uses the shares of the Bank to provide guarantee for of the Bank to provide guarantee for himself or others, the said shareholder himself or others, the said shareholder shall strictly comply with laws, shall strictly comply with laws, regulations and requirements of regulations and requirements of regulatory departments and shall notify regulatory departments and shall notify the Board of the Bank in writing in the Board of the Bank in writing in advance: advance: (I) the off ice of the Board of Directors (I) the off ice of the Board of Directors shall be responsible for collection, sortshall be responsible for collection, sortout and submission of equity pledge out and submission of equity pledge information and other routine work of the information and other routine work of the Bank; Bank; (II) where shareholders serving as (II) where shareholders serving as directors or supervisors of the Bank or directors or supervisors of the Bank or shareholders directly, indirectly, or shareholders directly, indirectly, or jointly holding or controlling more than jointly holding or controlling more than 2% of the shares or voting rights of the 2% of the shares or voting rights of the Bank wish to pledge the shares of the Bank wish to pledge the shares of the Bank, they shall report to the Board of Bank, they shall report to the Board of the Bank in advance about the reason of the Bank in advance about the reason of pledge, amount of equity pledged, term pledge, amount of equity pledged, term of pledge, profile of the pledgee, etc. The of pledge, profile of the pledgee, etc. The Board, if believing that such pledge may Board, if believing that such pledge may have a material adverse impact on the have a material adverse impact on the equity status, corporate governance, risk equity status, corporate governance, risk and related party transaction control, etc. and related party transaction control, etc. of the Bank, should disapprove such of the Bank, should disapprove such pledge. When the Board are deliberating pledge. When the Board are deliberating relevant reported issue, directors relevant reported issue, directors appointed by the shareholders who wish appointed by the shareholders who wish to pledge the shares shall abstain from to pledge the shares shall abstain from the voting; the voting;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. (III) upon completion of the equity (III) upon completion of the equity pledge registration, the shareholder shall pledge registration, the shareholder shall provide the Bank with relevant provide the Bank with relevant information about the pledged equity in information about the pledged equity in time in accordance with the Bank’s risk time in accordance with the Bank’s risk management and information disclosure management and information disclosure requirements; requirements; (IV) A shareholder with outstanding (IV) A shareholder with outstanding loans from the Bank exceeding the loans from the Bank exceeding the audited net book value of equity held by audited net book value of equity held by him in the previous year shall not pledge him in the previous year shall not pledge his shares in the Bank; if a shareholder his shares in the Bank; if a shareholder pledges 50% or more of his shares in the pledges 50% or more of his shares in the Bank, the voting rights exercisable by the Bank, the voting rights exercisable by the said shareholder at the general meeting said shareholder at the general meeting shall be the number of his unpledged shall be the number of his unpledged shares and the director appointed by him shares and the director appointed by him shall have no voting rights at Board shall have no voting rights at Board meetings. Shareholders, particularly meetings. Shareholders, particularly substantial shareholders with their equity substantial shareholders with their equity of the Bank pledged less than 50%, shall of the Bank pledged less than 50%, shall not be subject to restrictions on voting not be subject to restrictions on voting rights at general meetings. rights at general meetings ; however, if the major shareholders pledge more than 50% of their equity in the Bank, the major shareholders and their nominated directors shall not exercise their voting rights at the general meetings and Board meetings .

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. Article Credit terms offered by the Bank to Article Credit terms offered by the Bank to 63 shareholders thereof shall not be more 71 shareholders thereof shall not be more favourable than similar credit terms to favourable than similar credit terms to other borrowers. other borrowers. Related party transactions of the Bank Related party transactions of the Bank shall be based on commercial principles shall be based on commercial principles and on terms no more favourable than and on terms no more favourable than similar transactions with non-related similar transactions with non-related parties. After a related party transaction parties. ~~After a related party transaction~~ of the Bank is rejected, no deliberation ~~of the Bank is rejected, no deliberation~~ shall be conducted on the related party ~~shall be conducted on the related party~~ transaction with contents identical to the ~~transaction with contents identical to the~~ rejected one within 6 months. The Bank ~~rejected one within 6 months. T~~ he Bank shall not grant unsecured loans to related shall not grant unsecured loans to related parties or accept the Bank’s equity as parties or accept the Bank’s equity as pledge for credit extension. The Bank pledge for credit extension. The Bank shall not provide guarantee for financing shall not provide guarantee for financing behaviours of shareholders and their behaviours of shareholders and their related parties unless they provide related parties unless they provide counter-guarantee for the Bank by bank counter-guarantee for the Bank by bank deposits or treasury bonds. If credit deposits or treasury bonds. If credit extension to related parties causes losses extension to related parties causes losses to the Bank, the Bank shall not extend to the Bank, the Bank shall not extend credit to such related parties within two credit to such related parties within two years, unless otherwise approved by the years, unless otherwise approved by the Board for reducing losses from such Board for reducing losses from such credit extension. credit extension.

The balance of credit extended to a related party or to such single entities as substantial shareholders and their controlling shareholders, de facto controllers, related parties, persons acting in concert and ultimate beneficiaries shall not be more than 10% of the Bank’s net capital. Also, the total balance of credit extended to group customers, to which a related legal person or other organization is subordinated, or to each substantial shareholder and his controlling shareholder, de facto controller, related party, person acting in concert and ultimate beneficiary shall not be more than 15% of the Bank’s net capital. Besides, the balance of credit extended to all related parties shall not be more than 50% of the Bank’s net capital. The amount of security deposits provided and the bank deposits and treasury bonds pledged by related parties in credit extension can be deducted during the calculation of the balance of credit.

The balance of credit extended to a related party or to such single entities as substantial shareholders and their controlling shareholders, de facto controllers, related parties, persons acting in concert and ultimate beneficiaries shall not be more than 10% of the Bank’s net capital at the end of the previous quarter . Also, the total balance of credit extended to group customers, to which a related legal person or other organization is subordinated, or to each substantial shareholder and his controlling shareholder, de facto controller, related party, person acting in concert and ultimate beneficiary shall not be more than 15% of the Bank’s net capital at the end of the previous quarter . Besides, the balance of credit extended to all related parties shall not be more than 50% of the Bank’s net capital at the end of the previous quarter . The amount of security deposits provided and the bank deposits and treasury bonds pledged by related parties in credit extension can be deducted during the calculation of the balance of credit.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing		Revised
Article	Existing Article	Article	Revised Article
No.		No.
			In the case of non-public issuance of
			bonds by major shareholders of the
			Bank, the Bank shall not provide
			guarantee for them nor purchase
			bonds directly or through financial
			products.
Article	The general meeting shall be the	Article	The general meeting shall be the
68	authority of the Bank and shall exercise	76	authority of the Bank and shall exercise
	the following functions and powers		the following functions and powers
	according to laws:		according to laws:
	(I) determining the business guidelines		(I) determining the business guidelines
	and investment plans of the Bank;		and investment plans of the Bank;
	(II) electing and replacing non-employee		(II) electing and replacing non-employee
	representative directors and supervisors		representative directors and supervisors
	and determining the emoluments of		and determining the emoluments of
	directors and supervisors;		directors and supervisors;
	(III) reviewing and approving the reports		(III) reviewing and approving the reports
	of the Board of Directors;		of the Board of Directors;
	(IV) reviewing and approving the reports		(IV) reviewing and approving the reports
	of the Board of Supervisors;		of the Board of Supervisors;
	(V) reviewing and approving the annual		(V) reviewing and approving the annual
	financial budgets and financial accounts		report, annual financial budgets and
	of the Bank;		financial accounts of the Bank;
	(VI) reviewing and approving profit		(VI) reviewing and approving profit
	distribution plans and loss recovery plans		distribution plans and loss recovery plans
	of the Bank;		of the Bank;
	(VII) resolving on the increase or		(VII) resolving on the increase or
	decrease in the registered capital of the		decrease in the registered capital of the
	Bank;		Bank;
	(VIII) resolving on the issuance of bonds		(VIII) resolving on the issuance of bonds
	or other securities or the listing of the		or other securities or the listing of the
	Bank;		Bank;
	(IX) resolving on the merger, division,		(IX) resolving on the merger, division,
	dissolution and liquidation or change in		dissolution and liquidation or change in
	the corporate form of the Bank;		the corporate form of the Bank;
	(X) amending the Articles;		(X) amending the Articles;
	(XI) reviewing and approving the Board		(XI) reviewing and approving the Board
	of Supervisors’ evaluation on directors,		of Supervisors’ evaluation on directors,
	the mutual evaluation reports of		the mutual evaluation reports of
	independent directors, the evaluation on		independent directors, the evaluation on
	supervisors by the Board of Supervisors		supervisors by the Board of Supervisors
	and the mutual evaluation reports of		and the mutual evaluation reports of
	external supervisors;		external supervisors;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. (XII) listening to the report of the Board ~~(XII) listening to the report of the Board~~ of Directors on the supervision opinions ~~of Directors on the supervision opinions~~ of the financial regulators on the Bank ~~of the financial regulators on the Bank~~ and reviewing the implementation of ~~and reviewing the implementation of~~ rectification measures; ~~rectification measures;~~ (XIII) reviewing the equity incentive ~~(XIII)~~ (XII) reviewing and approving scheme; the plans for the equity incentive

~~(XIII)~~ (XII) reviewing and approving the plans for the equity incentive scheme;

(XIV) reviewing the proposals by the shareholders individually or jointly holding more than 3% of the total shares of the Bank;

~~(XIV)~~ (XIII) reviewing and approving the proposals by the shareholders individually or jointly holding more than 3% of the total shares of the Bank; ~~(XV)~~ (XIV) reviewing and approving the ~~Terms of Reference for Shareholders’ General Meetings~~ Rules of Procedure of the Shareholders’ General Meeting , ~~Terms of Reference for Board Meetings~~ the Rules of Procedure of the Board of Directors and ~~Terms of Reference for Meetings~~ the Rules of Procedure of the Board of Supervisors; ~~(XVI)~~ (XV) reviewing and approving the Bank’s equity investment business; (XVI) reviewing and approving the purchase or sale of major assets or guarantees by the Bank within one year; (XVII) reviewing and approving the Bank’s guarantee businesses, such as external guarantee and letter of guarantee;

(XV) reviewing the Terms of Reference for Shareholders’ General Meetings, Terms of Reference for Board Meetings and Terms of Reference for Meetings of the Board of Supervisors;

(XVI) reviewing and approving the Bank’s equity investment business;

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APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. (XVII) reviewing and approving the (XVIII) reviewing and approving the Bank’s guarantee businesses, such as Bank’s fixed asset purchase business; external guarantee and letter of guarantee; (XIX) reviewing and approving the nonperforming asset disposal and write-off (XVIII) reviewing and approving the of the Bank; Bank’s fixed asset purchase business; (XX) reviewing and approving the (XIX) reviewing and approving the nonBank’s asset mortgage business; performing asset disposal and write-off of the Bank; (XXI) reviewing and approving the persons who should be recommended by (XX) reviewing and approving the our Bank and other matters (excluding Bank’s asset mortgage business; equity investment) of controlled companies and associates of the Bank; (XXI) reviewing and approving the persons who should be recommended by (XXII) reviewing and approving matters our Bank and other matters (excluding relating to the changes in the use of equity investment) of controlled proceeds from share offerings; companies and associates of the Bank; (XXIII) ~~resolving on the appointment,~~ (XXII) reviewing and approving matters ~~dismissal or non-renewal of accounting~~ relating to the changes in the use of ~~firms of the Bank;~~ resolving on the proceeds from share offerings; appointment or dismissal of accounting firms of the Bank that conduct regular (XXIII) resolving on the appointment, statutory audit on the Bank’s financial dismissal or non-renewal of accounting reports; firms of the Bank; (XXIV) reviewing the purchase of the (XXIV) reviewing other issues which Bank’s shares by the Bank; should be decided on by the general meeting as stipulated by the relevant ~~(XXIV)~~ (XXV) reviewing other issues laws, administrative regulations, other which should be decided on by the rules, Hong Kong Listing Rules, general meeting as stipulated by the provisions of the securities regulatory relevant laws, administrative regulations, authorities in the place where the other rules, Hong Kong Listing Rules, securities of the Bank are listed or the provisions of the securities regulatory Articles and other internal rules. authorities in the where the

~~(XXIV)~~ (XXV) reviewing other issues which should be decided on by the general meeting as stipulated by the relevant laws, administrative regulations, other rules, Hong Kong Listing Rules, provisions of the securities regulatory authorities in the place where the securities of the Bank are listed or the Articles and other internal rules.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing		Revised
Article	Existing Article	Article	Revised Article
No.		No.
Article	The Board shall convene an	Article	The Board shall convene an
70	extraordinary genera l meeting within	78	extraordinary general meeting within two
	two months from the date of occurrence		months from the date of occurrence of
	of any of the following events:		any of the following events:
	(I) the number of directors falls short of		(I) the number of directors falls short of
	the quorum required by the Company		the quorum required by the Company
	Law or less than two thirds of the number		Law or less than two thirds of the number
	stipulated in the Articles;		stipulated in the Articles;

(II) the outstanding loss of the Bank is at least one third of the Bank’s total paid-up share capital;

(III) shareholders who individually or jointly hold above 10% of the voting shares of the Bank have requested to convene the meeting in writing;

(IV) the Board deems it necessary to convene the meeting;

(V) the Board of Supervisors proposes to convene the meeting;

(VI) above half of the independent directors propose to convene the meeting; (VII) the chairman of the Board or the president proposes to convene the meeting in special circumstances;

(VIII) above half of the external supervisors propose to convene the meeting (if there are only two external supervisors, then the two external supervisors unanimously propose to convene);

(II) the outstanding loss of the Bank is at least one third of the Bank’s total paid-up share capital;

(III) shareholders who individually or jointly hold above 10% of the voting shares of the Bank have requested to convene the meeting in writing; (IV) the Board deems it necessary to convene the meeting;

(V) the Board of Supervisors proposes to convene the meeting;

(VI) above half and no less than two of the independent directors propose to convene the meeting;

(VII) the chairman of the Board or the president proposes to convene the meeting in special circumstances;

(VIII) above half of the external supervisors propose to convene the meeting (if there are only two external supervisors, then the two external supervisors unanimously propose to convene);

(IX) any other circumstances as stipulated by the laws, administrative regulations, other rules or the Articles.

The amount of shareholding mentioned in sub-paragraph (III) above is calculated as on the day when the shareholders raise a request in written.

(IX) any other circumstances as stipulated by the laws, administrative regulations, other rules or the Articles.

Regarding the circumstance in subparagraph (II) above, the time limit for convening an extraordinary general meeting shall start from the date when the Bank knows about the occurrence of the circumstance. The amount of shareholding mentioned in sub-paragraph (III) above is calculated as on the day when the shareholders raise a request in written.

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APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. Article An extraordinary general meeting may be — ~~An extraordinary general meeting may be~~ 74 held upon proposal by more than half of ~~held upon proposal by more than half of~~ the independent directors to the Board. ~~the independent directors to the Board.~~ Regarding the aforesaid proposal of the ~~Regarding the aforesaid proposal of the~~ independent directors to convene an ~~independent directors to convene an~~ extraordinary general meeting, the Board ~~extraordinary general meeting, the Board~~ shall, pursuant to relevant laws, ~~shall, pursuant to relevant laws,~~ administrative regulations and the ~~administrative regulations and the~~ Articles, give a written reply on whether ~~Articles, give a written reply on whether~~ to convene the extraordinary general ~~to convene the extraordinary general~~ meeting within 10 days after receipt of ~~meeting within 10 days after receipt of~~ the proposal. ~~the proposal.~~ Where the Board agrees to convene the ~~Where the Board agrees to convene the~~ extraordinary general meeting, it shall ~~extraordinary general meeting, it shall~~ serve a notice of such meeting within 5 ~~serve a notice of such meeting within 5~~ days after the resolution is made by the ~~days after the resolution is made by the~~ Board. Where the Board does not agree to ~~Board. Where the Board does not agree to~~ hold the extraordinary general meeting, it ~~hold the extraordinary general meeting, it~~ shall give the reasons. ~~shall give the reasons.~~ Article The conveners shall issue a written Article ~~The conveners~~ The Bank shall issue a 82 notice, 45 days prior to the date of the 89 written notice, ~~45~~ 20 days prior to the date meeting, to notify all the shareholders in of the annual general meeting and 15 the register of shareholders of the issues days prior to the date of the to be considered at the meeting, and the extraordinary general meeting to notify date and venue of the meeting. Any all the shareholders in the register of shareholder intending to attend the shareholders of the issues to be general meeting shall serve to the Bank a considered at the meeting, and the date written reply 20 days before the general and venue of the meeting. Any meeting. shareholder intending to attend the general meeting shall serve to the Bank a written reply ~~20~~ 10 days before the general meeting.

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APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. Article The Bank shall calculate the number of Article The Bank shall calculate the number of 83 voting shares represented by 90 voting shares represented by shareholders intending to attend the shareholders intending to attend the meeting based on the written replies meeting based on the written replies received 20 days before the general received ~~20~~ 10 days before the general meeting. Where the number of voting meeting. Where the number of voting shares represented by shareholders shares represented by shareholders intending to attend the meeting reaches intending to attend the meeting reaches amounts to more than a half of the total amounts to more than a half of the total number of voting shares of the Bank, the number of voting shares of the Bank, the Bank may convene the general meeting; Bank may convene the general meeting; if not, the Bank shall, within 5 days, if not, the Bank shall, within 5 days, notify shareholders again of the issues to notify shareholders again of the issues to be considered, date and venue of the be considered, date and venue of the meeting in the form of announcements. meeting in the form of announcements. The Bank may then convene the general The Bank may then convene the general meeting after such announcements. meeting after such announcements. An extraordinary general meeting shall An extraordinary general meeting shall not resolve on matters not specified in the not resolve on matters not specified in the notice. notice. Article Unless otherwise stipulated by the laws, Article Unless otherwise stipulated by the laws, 85 regulations, the provisions of the relevant 92 regulations, the provisions of the relevant regulatory authorities as well as the regulatory authorities as well as the Articles, the notice of a general meeting Articles, the notice of a general meeting shall be delivered by hand or prepaid shall be delivered by hand or prepaid mail to all shareholders (whether or not mail to all shareholders (whether or not they are entitled to vote at the general they are entitled to vote at the general meeting). The address of the recipients meeting). The address of the recipients shall be the address registered in the shall be the address registered in the register of shareholders. For holders of register of shareholders. For holders of domestic shares, the notice of a general domestic shares, the notice of a general meeting may also be in the form of an meeting may also be in the form of an announcement. announcement.

The announcement referred to in the preceding paragraph shall be published in one or more newspapers designated by the securities regulatory authorities under the State Council between the 45 to 50 day interval prior to the date when the meeting is convened. All holders of domestic shares shall be deemed as having been notified of the forthcoming general meeting once the announcement is published.

The announcement referred to in the preceding paragraph shall be published in one or more newspapers designated by the securities regulatory authorities under the State Council between the ~~45~~ 20 to ~~50~~ 25 ~~day~~ days interval prior to the date when the meeting is convened. All holders of domestic shares shall be deemed as having been notified of the forthcoming general meeting once the announcement is published.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing		Revised
Article	Existing Article	Article	Revised Article
No.		No.
Article	Notices of general meetings, materials or	Article	Notices of general meetings, materials or
86	written statements issued to holders of	93	written statements issued to holders of
	overseas listed foreign shares shall be		overseas listed foreign shares shall be
	served 45 days prior to the meetings in		served as required by Article 89 of the
	any of the following ways:		Articles in respect of the time to issue notice ~~45 days prior to the meetings ~~in
	(I) delivered to each holder of overseas		any of the following ways:
	listed foreign shares by hand or prepaid
	mail according to the registered address		(I) delivered to each holder of overseas
	thereof;		listed foreign shares by hand or prepaid
			mail according to the registered address
	(II) published on websites designated b y		thereof;
	the securities regulatory authorities or
	stock exchanges in the place where the		(II) published on websites designated by
	securities of the Bank are listed in		the securities regulatory authorities or
	compliance with applicable laws,		stock exchanges in the place where the
	administrative regulations and relevant		securities of the Bank are listed in
	listing rules;		compliance with applicable laws,
			administrative regulations and relevant
	(III) issued according to other		listing rules;
	requirements of stock exchanges and
	listing rules in the place where the		(III) issued according to other
	securities of the Bank are listed.		requirements of stock exchanges and
			listing rules in the place where the
			securities of the Bank are listed.
Article	The convener shall ensure the meeting	Article	The convener shall ensure the meeting
107	minutes are true, accurate and complete.	114	minutes are true, accurate and complete.
	Directors and supervisors attending the		Directors and supervisors attending the
	meeting, the convener or representative		meeting, the convener or representative
	thereof, the presider and the secretary of		thereof, the presider and the secretary of
	the Board shall sign the meeting minutes.		the Board shall sign the meeting minutes.
	The meeting minutes shall be kept as		The meeting minutes shall be kept as
	archives by the Bank for 20 years		archives by the Bank ~~for~~ ~~20~~ ~~years~~
	together with the book of signatures of		permanently together with the book of
	the attending shareholders, the power of		signatures of the attending shareholders,
	attorney of the attending proxies and		the power of attorney of the attending
	votes.		proxies and votes.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Article No. Existing Article Revised Article No.	Revised Article
Article 110 The following issues shall be approved by ordinary resolutions at a general meeting: (I) work reports of the Board of Directors and the Board of Supervisors; (II) profit distribution plans and loss recovery plans formulated by the Board; (III) annual reports, annual budgets, final accounting reports, balance sheets, income statements and other financial statements of the Bank; (IV) report of evaluation by the Board of Supervisors on the directors and by the independent directors on each other; (V) report of evaluation by the Board of Supervisors on the supervisors and by the external supervisors on each other; (VI) supervision opinions of financial regulators and the Bank’s reform; (VII) other issues than those that should be passed by special resolutions pursuant to relevant laws, administrative regulations or the Articles. Article 117	The following issues shall be approved by ordinary resolutions at a general meeting: (I) the business guidelines of the Bank; ~~(I)~~(II) work reports of the Board of Directors and the Board of Supervisors; ~~(II)~~(III) profit distribution plans and loss recovery plans formulated by the Board; ~~(III)~~(IV) annual reports, annual budgets, final accounting reports~~, balance sheets,~~ ~~income statements and other financial~~ ~~statements ~~of the Bank; ~~(IV)~~(V) report of evaluation by the Board of Supervisors on the directors and by the independent ~~directors~~ Directors on each other; ~~(V)~~(VI) report of evaluation by the Board of Supervisors on the supervisors and by the external supervisors on each other; ~~(VI) supervision opinions of financial~~ ~~regulators and the Bank’s reform;~~ (VII) the Bank’s purchase or sale of major assets or provision of guarantee within one year with the transaction amount not exceeding 10% of the latest audited net assets of the Bank;

Existing
Article
No.
Existing Article
Revised
Article
No.

Revised Article

Article
110
The following issues shall be approved
by ordinary resolutions at a general
meeting:
(I) work reports of the Board of Directors
and the Board of Supervisors;
(II) profit distribution plans and loss
recovery plans formulated by the Board;
(III) annual reports, annual budgets, final
accounting
reports,
balance
sheets,
income statements and other financial
statements of the Bank;
(IV) report of evaluation by the Board of
Supervisors on the directors and by the
independent directors on each other;
(V) report of evaluation by the Board of
Supervisors on the supervisors and by the
external supervisors on each other;
(VI) supervision opinions of financial
regulators and the Bank’s reform;
(VII) other issues than those that should
be passed by special resolutions pursuant
to
relevant
laws,
administrative
regulations or the Articles.
Article
117

The following issues shall be approved
by ordinary resolutions at a general
meeting:
(I) the business guidelines of the Bank;
~~(I)~~(II) work reports of the Board of
Directors and the Board of Supervisors;
~~(II)~~(III) profit distribution plans and loss
recovery plans formulated by the Board;
~~(III)~~(IV) annual reports, annual budgets,
final accounting reports~~, balance sheets,~~
~~income statements and other financial~~
~~statements ~~of the Bank;
~~(IV)~~(V) report of evaluation by the Board
of Supervisors on the directors and by the
independent ~~directors~~ Directors on each
other;
~~(V)~~(VI) report of evaluation by the Board
of Supervisors on the supervisors and by
the external supervisors on each other;
~~(VI) supervision opinions of financial~~
~~regulators and the Bank’s reform;~~
(VII) the Bank’s purchase or sale of
major assets or provision of guarantee
within one year with the transaction
amount not exceeding 10% of the latest
audited net assets of the Bank;

(VIII) the Bank’ s equity investment business;

(IX) the persons who should be recommended by the Bank and other issue s (excluding equity investment) of controlled companies and associates of the Bank;

(X) issues relating to the changes in the use of raised funds;

(XI) resolutions on the appointment or dismissal of the accounting firm providing regular and statutory audits on the financial reports of the Bank; ~~(VII)~~ (XII) other issues than those that should be passed by special resolutions pursuant to relevant laws, administrative regulations or the Articles.

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APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. Article The following issues shall be approved Article The following issues shall be approved 111 by special resolutions at a general 118 by special resolutions at a general meeting: meeting: (I) an increase or reduction in the (I) an increase or reduction in the registered capital and the issuance of any registered capital ~~and the issuance of any~~ class of shares, warrants and other ~~class of shares, warrants and other~~ similar securities of the Bank; ~~similar securities~~ of the Bank, and the issuance of bonds or other securities or (II) the issuance of bonds or listing of the listing of the Bank ; Bank; (II) ~~the issuance of bonds or listing of the~~ (III) the division, merger, dissolution and ~~Bank~~ the investment plans of the Bank ; liquidation or change in the corporate form of the Bank; (III) the division, merger, dissolution and liquidation or change in the corporate (IV) amendments to the Articles; form of the Bank;

(IV) amendments to the Articles , the Rules of Procedure of the Shareholders’ General Meeting, the Rules of Procedure of the Board of Directors and the Rules of Procedure of the Board of Supervisors of the Bank ;

(V) the Bank’s purchase	(V) the Bank’s purchase	or sale of major	or sale of major
assets or provision of guarantee within
one year with	the transaction amount
exceeding 10%	of the latest audited		net
assets of the Bank;
(VI) reviewing and		approving	the
Bank’s guarantee businesses, such as
external guarantee		and letter	of
guarantee;
(VII) reviewing and		approving	the
Bank’s fixed asset purchase business;
(VIII) reviewing and		approving	the
non-performing asset		disposal	and
write-off of the Bank;
(IX) reviewing and		approving	the
Bank’s asset mortgage		business;
~~(VI)~~(X) the Bank’s buyback of its shares;

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APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. (VII) equity incentive scheme; ~~(VII)~~ (XI) the plans for the equity incentive scheme; (VIII) appointment and removal of the members of the Board of Directors and ~~(VIII)~~ (XII) appointment and removal of the Board of Supervisors (save as the members of the Board of Directors otherwise stipulated in Article 148 of the and the Board of Supervisors (save as Articles), their remunerations and otherwise stipulated in Article ~~148~~ 155 of method of payment thereof; the Articles), and their remuneration ~~s~~ matters ~~and method of payment thereof~~ ; (IX) any other matters as required by the laws, regulations, regulatory documents, ~~(IX)~~ (XIII) any other matters as required Hong Kong Listing Rules, provisions of by the laws, regulations, regulatory the securities regulatory authorities in the documents, Hong Kong Listing Rules, place where the securities of the Bank are provisions of the securities regulatory listed or the Articles, and confirmed by authorities in the place where the the general meeting by an ordinary securities of the Bank are listed or the resolution that they may have a material Articles, and confirmed by the general effect on the Bank and should be adopted meeting by an ordinary resolution that by a special resolution. they may have a material effect on the Bank and should be adopted by a special resolution. Article When a related party transaction is Article When the related - party transactions 113 considered at a general meeting, the 120 control committee, the Board of related shareholders and their associates Directors and the general meeting (as defined in the Hong Kong Listing votes or makes decisions on any related Rules) shall not vote, and the voting party transaction, the interested shares represented by them shall not be person of such related party counted in the total number of valid transaction shall abstain from voting votes; the notice or announcement of any or making decisions on such resolution made at the general meeting transaction. shall adequately disclose information relating to voting by non-related When a related party transaction is shareholders. considered at a the

When a related party transaction is considered at a general meeting, the related shareholders and their associates (as defined in the Hong Kong Listing Rules) shall not vote, and the voting shares represented by them shall not be counted in the total number of valid votes; the notice or announcement of any resolution made at the general meeting shall adequately disclose information relating to voting by non-related shareholders.

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APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. Specifically, related shareholders may Specifically, related shareholders may voluntarily avoid voting or other voluntarily avoid voting or other shareholders or shareholder shareholders or shareholder representatives attending the general representatives attending the general meeting may request related shareholders meeting may request related shareholders to avoid voting; if other shareholders or to avoid voting; if other shareholders or shareholder representatives request a shareholder representatives request a shareholder to avoid voting but the said shareholder to avoid voting but the said shareholder does not think so, the shareholder does not think so, the shareholder shall give reasons. If the said shareholder shall give reasons. If the said shareholder fails to convince the shareholder fails to convince the shareholders requesting him to avoid shareholders requesting him to avoid voting with the said reasons, the general voting with the said reasons, the general meeting may respectively record the meeting may respectively record the voting results when the shareholder with voting results when the shareholder with a disputed related relation identity avoids a disputed related relation identity avoids or does not avoid voting. After the or does not avoid voting. After the general meeting, the Board shall finalize general meeting, the Board shall finalize the voting results after applying to the voting results after applying to relevant authority for determining the relevant authority for determining the related relation identity of relevant related relation identity of relevant shareholder and notify all shareholders of shareholder and notify all shareholders of the results. the results. Where the Bank is unable to convene the general meeting due to principle of avoidance, the Board of Directors shall be responsible for deliberation and it shall not be applicable to provisions on avoidance in the first paragraph hereof. However, the related directors shall issue a statement on nontransferring of benefits.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. Article The method and procedure for Article The method and procedure for 117 nominating directors and supervisors of 124 nominating directors and supervisors of the Bank are: the Bank are: (I) Regarding directors and supervisors (I) Regarding directors and supervisors elected and replaced at the general elected and replaced at the general meeting, the preceding Board and the meeting, the preceding Board and the Board of Supervisors may individually Board of Supervisors may individually nominate candidates for directors and nominate candidates for directors and supervisors according to the number of supervisors according to the number of directors and supervisors to be elected to directors and supervisors to be elected to the extent of the number specified by the the extent of the number specified by the Articles; Shareholders individually or Articles; Shareholders individually or jointly holding above 3% of the Bank’s jointly holding above 3% of the Bank’s total shares in issue with voting rights total shares in issue with voting rights may nominate candidates for directors or may nominate candidates for directors or supervisors to the Board, Board of supervisors to the Board, Board of Supervisors or other convenor of the Supervisors or other convenor of the general meeting, but the number of general meeting, and the nomination nominees shall comply with the Articles and remuneration committee of the and shall not exceed the number of Board shall have the right to nominate directors or supervisors to be elected. candidates for non-independent directors; but the number of nominees Candidates for employee directors shall shall comply with the Articles and shall be elected through democratic election at not exceed the number of directors or the employee representatives’ meeting of supervisors to be elected. the Bank. Candidates for employee directors (supervisors) shall be elected through democratic election at the employee representatives’ meeting of the Bank.

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APPENDIX I

Existing Article Existing Article No. A shareholder or his related party shall not nominate candidates for directors and supervisors at the same time; where a candidate for director (supervisor) nominated by a shareholder or his related party is approved to sit on the Board or the Board of Supervisors, the shareholder shall not nominate any candidate for director (supervisor) until the term of office of the director (supervisor) expires or the director (supervisor) is replaced; and, generally, the number of candidates for directors or supervisors nominated by a shareholder and his related party shall not exceed one third of the number of members of the Board or the Board of Supervisors, except as otherwise prescribed by laws, administrative regulations, departmental rules, and listing rules of the stock exchange where the securities of the Bank are listed.

A written notice of the intention to nominate a director candidate and a notice in writing by that candidate indicating his acceptance of such nomination shall be given to the Bank not earlier than the day after the notice of the general meeting is given and seven days before the convening of the general meeting.

Revised Article Revised Article No.

A shareholder or his related party shall not nominate candidates for directors and supervisors at the same time; where a candidate for director (supervisor) nominated by a shareholder or his related party is approved to sit on the Board or the Board of Supervisors, the shareholder shall not nominate any candidate for director (supervisor) until the term of office of the director (supervisor) expires or the director (supervisor) is replaced; and, generally, the number of candidates for directors or supervisors nominated by a shareholder and his related party shall not exceed one third of the number of members of the Board or the Board of Supervisors ~~,~~ ; the nomination and remuneration committee of the Board shall avoid being affected by shareholders and exercise the right to nominate directors independently and prudently. Except ~~except~~ as otherwise prescribed by laws, administrative regulations, departmental rules, and listing rules of the stock exchange where the securities of the Bank are listed. ~~A written notice of the intention to nominate a director candidate and a notice in writing by that candidate indicating his acceptance of such nomination shall be given to the Bank not earlier than the day after the notice of the general meeting is given and seven days before the convening of the general meeting.~~

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APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. (II) The nomination and remuneration (II) The nomination and remuneration committee of the Board and the committee of the Board and the nomination committee of the Board of nomination committee of the Board of Supervisors shall make preliminary Supervisors shall make preliminary examination on the qualifications and examination on the qualifications and conditions of the director or supervisor conditions of the director or supervisor candidates, and submit the qualified candidates, and submit the qualified candidates to the Board or the Board of candidates to the Board or the Board of Supervisors for consideration. Upon Supervisors for consideration. Upon approval by the Board or the Board of approval by the Board or the Board of Supervisors, the resume and basic Supervisors, the resume and basic information of the director or supervisor information of the director or supervisor candidates shall be submitted as a written candidates shall be submitted as a written proposal to the general meeting. proposal to the general meeting.

(III) The director or supervisor (III) The director or supervisor candidates shall prior to the general candidates shall prior to the general meeting provide written undertakings meeting provide written undertakings that they accept the nominations, that the that they accept the nominations, that the information announced about them is true information announced about them is true and adequate, and that they will and adequate, and that they will diligently fulfill the duties as director or diligently fulfill the duties as director or supervisor if elected. supervisor if elected. (IV) In the event of a temporary vacancy (IV) In the event of a temporary vacancy of director or supervisor, the Board or the of director or supervisor, the Board or the Board of Supervisors shall propose a list Board of Supervisors shall propose a list of director or supervisor candidates for of director or supervisor candidates for the general meeting to elect or replace. the general meeting to elect or replace.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. Article Where the Bank convenes a class Article Where the Bank convenes a class 142 meeting, a written notice shall be given 149 meeting, a written notice shall be given 45 days prior to the date of the meeting to ~~45 days~~ prior to the date of the meeting to notify all the shareholders of the said notify all the shareholders of the said class in the register of shareholders of the class in the register of shareholders of the issues to be considered at the meeting, issues to be considered at the meeting, and the date and venue of the meeting. and the date and venue of the meeting. The time for issuing the Any shareholder intending to attend the aforementioned notice shall be subject meeting shall serve to the Bank a written to the provisions of Article 89 of the reply showing his intention to attend at Articles. least 20 days before the meeting. Where the number of voting shares represented Any shareholder intending to attend the by shareholders intending to attend the meeting shall serve to the Bank a written meeting amounts to more than a half of reply showing his intention to attend at the total number of voting shares of that least ~~20~~ 10 days before the meeting. class, the Bank may convene the class Where the number of voting shares meeting; if not, the Bank shall, within represented by shareholders intending to five days, notify shareholders again of attend the meeting amounts to more than the issues to be considered, date and a half of the total number of voting shares venue of the meeting in the form of of that class, the Bank may convene the announcements. The Bank may then class meeting; if not, the Bank shall, convene the class meeting after such within five days, notify shareholders announcements. again of the issues to be considered, date and venue of the meeting in the form of announcements. The Bank may then convene the class meeting after such announcements. Article Directors shall observe the laws, Article Directors shall observe the laws, 149 administrative regulations and the 156 administrative regulations and the Articles, and fulfill the following Articles, and fulfill the following obligations of diligence: obligations of diligence: (I) to exercise the rights conferred by the (I) to exercise the rights conferred by the Articles or the general meeting with due Articles or the general meeting with due discretion, care and diligence to ensure discretion, care and diligence to ensure the business operations of the Bank the business operations of the Bank comply with state laws, administrative comply with state laws, administrative regulations and various economic regulations and various economic policies of the state, and are within the policies of the state, and are within the business scope specified in the business business scope specified in the business license of the Bank; license of the Bank;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. (II) to treat all shareholders impartially; (II) to continuously pay attention to the operation and management status of (III) to carefully read various business the Bank, and have the right to require and financial reports of the Bank and the senior management to provide keep informed of the operation and relevant materials reflecting the management conditions of the Bank; to operation and management status of sign written confirmations of the regular the Bank in a comprehensive, timely reports of the Bank; and to ensure the and accurate manner or to give information disclosed by the Bank is true, explanations on relevant issues; accurate and complete; (III) to participate in meetings of the (IV) to honestly provide the Board of Board of Directors on time, fully Supervisors with relevant information, review the matters considered by the not to prevent the Board of Supervisors Board of Directors, express opinions in or supervisors from exercising their an independent, professional and functions and powers, and to accept the objective manner, and vote lawful supervision and rational independently on the basis of prudent suggestions of the Board of Supervisors judgments; on their performance of duties; (IV) to take responsibility for the (V) to exercise personally the discretion resolutions of the Board of Directors; vested in them and not to allow to supervise the implementation of the themselves to be controlled by others resolutions of the general meeting and and, save as permitted by applicable laws the Board of Directors by the senior or with the informed consent of management; shareholders given at a general meeting, not to transfer the exercise of their (V) to take active participation in discretion to others; trainings organized by the Bank and regulatory authorities, understand the (VI) to honor their public promises; rights and obligations of directors, be familiar with relevant laws, regulations (VII) other obligations of diligence and regulatory requirements, and stipulated by laws, administrative continue to possess expertise and regulations, other rules and the Articles. capabilities required to perform their duties; (VI) to be responsible to the Bank and all shareholders and treat all shareholders impartially when performing duties ; ~~(VI)~~ (VII) to honor their public promises and to practice high standards of professional ethics and consider the legitimate rights and interests of stakeholders ;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing			Revised
Article	Existing	Article	Article	Revised Article
No.			No.
				(VIII) to undertake fiduciary duties
				with diligence in the Bank, perform
				their duties conscientiously and
				prudently, and ensure sufficient time
				and commitment to perform their
				duties;
				~~(III)~~(IX) to carefully read various business and financial reports of the
				Bank and ~~keep informed of the operation~~
				~~and management conditions of the Bank;~~
				to sign written confirmations of the
				regular reports of the Bank; and to ensure
				the information disclosed by the Bank is
				true, accurate and complete;
				~~(IV)~~(X) to honestly provide the Board of Supervisors with relevant information,
				not to prevent the Board of Supervisors
				or supervisors from exercising their
				functions and powers, and to accept the
				lawful supervision and rational
				suggestions of the Board of Supervisors
				on their performance of duties;
				~~(V)~~(XI) to exercise personally the discretion vested in them and not to allow
				themselves to be controlled by others
				and, save as permitted by applicable laws
				or with the informed consent of
				shareholders given at a general meeting,
				not to transfer the exercise of their
				discretion to others;
				~~(VIII)~~(XII) other obligations of diligence stipulated by laws, administrative
				regulations, other rules and the Articles.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Article No. Existing Article Revised Article No.	Revised Article
Article 151 Directors shall attend Board meetings in an earnest and responsible manner and provide definite opinions on the matters deliberated. A director shall attend at least two thirds of the Board meetings each year. If a director fails to attend the said meetings consecutively for two times and fails to appoint other directors to attend such meetings on his behalf, he shall be deemed incapable of performing his duties, and the Board shall suggest that the general meeting remove the said director. Directors shall provide independent, professional and objective opinions at Board meetings. Directors shall attend trainings as required to learn about the rights and obligations of directors, be acquainted with relevant laws and regulations, and acquire relevant knowledge. Article 158	Directors shall attend Board meetings in an earnest and responsible manner and provide definite opinions on the matters deliberated. A director shall attend at least two thirds of the on-site Board meetings each year. If a director fails to attend the said meetings consecutively for two times and fails to appoint other directors to attend such meetings on his behalf, he shall be deemed incapable of performing his duties, and the Board shall suggest that the general meeting remove the said director. ~~Directors~~ ~~shall~~ ~~provide~~ ~~independent,~~ professional and objective opinions at ~~Board meetings.~~ ~~Directors~~ ~~shall~~ ~~attend~~ ~~trainings~~ ~~as~~ ~~required to learn about the rights and~~ ~~obligations of directors, be acquainted~~ ~~with relevant laws and regulations, and~~ ~~acquire relevant knowledge.~~
Article 152 A director may resign before his term of office expires. In resigning his duties, a director shall tender a written resignation to the Board. If the term of office of a director expires but re-election is not made responsively or if any director resigns during his term of office so that the normal operations of the Bank are affected or membership of the Board falls short of the quorum, the said director shall continue fulfilling the duties as director pursuant to laws, administrative regulations, other rules and the Articles until a new director is elected. The remaining directors shall convene an extraordinary general meeting as soon as possible to elect a director to fill the vacancy caused by the said resignation. Article 159	A director may resign before his term of office expires. In resigning his duties, a director shall tender a written resignation to the Board. If the term of office of a director expires but re-election is not made responsively or if any director resigns during his term of office so that the normal operations of the Bank are affected or membership of the Board falls short of the quorum or two-thirds of the number specified in the Articles, the said director shall continue fulfilling the duties as director pursuant to laws, administrative regulations, other rules and the Articles until a new director ~~is elected~~ taking his/her office. The remaining directors shall convene an extraordinary general meeting as soon as possible to elect a

Existing
Article
No.
Existing Article
Revised
Article
No.

Revised Article

Article
151
Directors shall attend Board meetings in
an earnest and responsible manner and
provide definite opinions on the matters
deliberated. A director shall attend at
least two thirds of the Board meetings
each year. If a director fails to attend the
said
meetings
consecutively
for
two
times and fails to appoint other directors
to attend such meetings on his behalf, he
shall be deemed incapable of performing
his duties, and the Board shall suggest
that the general meeting remove the said
director.
Directors
shall
provide
independent,
professional and objective opinions at
Board meetings.
Directors
shall
attend
trainings
as
required to learn about the rights and
obligations of directors, be acquainted
with relevant laws and regulations, and
acquire relevant knowledge.
Article
158

Directors shall attend Board meetings in
an earnest and responsible manner and
provide definite opinions on the matters
deliberated. A director shall attend at
least two thirds of the on-site Board
meetings each year. If a director fails to
attend the said meetings consecutively
for two times and fails to appoint other
directors to attend such meetings on his
behalf, he shall be deemed incapable of
performing his duties, and the Board
shall suggest that the general meeting
remove the said director.
~~Directors~~
~~shall~~
~~provide~~
~~independent,~~
professional and objective opinions at
~~Board meetings.~~
~~Directors~~
~~shall~~
~~attend~~
~~trainings~~
~~as~~
~~required to learn about the rights and~~
~~obligations of directors, be acquainted~~
~~with relevant laws and regulations, and~~
~~acquire relevant knowledge.~~

Article
152
A director may resign before his term of
office expires. In resigning his duties, a
director shall tender a written resignation
to the Board.
If the term of office of a director expires
but re-election is not made responsively
or if any director resigns during his term
of office so that the normal operations of
the Bank are affected or membership of
the Board falls short of the quorum, the
said director shall continue fulfilling the
duties
as
director
pursuant
to
laws,
administrative regulations, other rules
and the Articles until a new director is
elected. The remaining directors shall
convene
an
extraordinary
general
meeting as soon as possible to elect a
director to fill the vacancy caused by the
said resignation.
Article
159

A director may resign before his term of
office expires. In resigning his duties, a
director shall tender a written resignation
to the Board.
If the term of office of a director expires
but re-election is not made responsively
or if any director resigns during his term
of office so that the normal operations of
the Bank are affected or membership of
the Board falls short of the quorum or
two-thirds of the number specified in
the Articles, the said director shall
continue fulfilling the duties as director
pursuant
to
laws,
administrative
regulations, other rules and the Articles
until a new director ~~is elected~~ taking
his/her office. The remaining directors
shall convene an extraordinary general
meeting as soon as possible to elect a

If the term of office of a director expires but re-election is not made responsively or if any director resigns during his term of office so that the normal operations of the Bank are affected or membership of the Board falls short of the quorum or two-thirds of the number specified in the Articles , the said director shall continue fulfilling the duties as director pursuant to laws, administrative regulations, other rules and the Articles until a new director ~~is elected~~ taking his/her office . The remaining directors shall convene an extraordinary general meeting as soon as possible to elect a director to fill the vacancy caused by the said resignation.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing						Revised
Article	Existing		Article			Article	Revised Article
No.						No.
	Save as provided		in the	preceding			The directors of the Bank shall not
	paragraph, a	director’s resignation shall					resign without the approval of the
	be effective	when	his resignation		is		regulatory authorities if the Bank is
	served to the	Board.					conducting a disposal with material
							risks.
							Save as provided in the preceding
							paragraph, a director’s resignation shall
							be effective when his resignation is
							served to the Board.
							The powers of the Board of Directors
							shall be exercised by the general
							meeting until the number of directors
							meets the requirements when the
							number of board members is short of
							the quorum specified in the Company
							Law or the quorum required for voting
							by the Board of Directors due to the
							dismissal by the general meeting or
							death of directors, resignation of
							independent directors for the loss of
							independence, or other circumstances
							where a director cannot perform its
							duties.
Article	In order to secure their independence,				the	Article	In order to secure their independence, the
158	following persons		shall not act		as	165	following persons shall not act as
	independent director		of the Bank:				independent director of the Bank:
	(I) shareholders holding 1%			or more	of		(I) shareholders holding 1% or more of
	the Bank’s shares		or natural persons				the Bank’s shares or natural persons
	among the top ten		shareholders of		the		among the top ten shareholders of the
	Bank, or persons who hold			positions	in		Bank, or persons who hold positions in
	the shareholders’ institutions of the Bank;						the shareholders’ institutions of the Bank;
	(II) persons who belonged to category				(1)		(II) persons who belonged to category (1)
	within the preceding		year;				within the preceding year;
	(III) persons	who hold positions in			the		(III) persons who hold positions in the
	Bank or the holding or			controlling			Bank or the holding or controlling
	enterprises of the Bank;						enterprises of the Bank;
	(IV) persons	who hold positions in			the		(IV) persons who hold positions in the
	Bank or the holding or			controlling			Bank or the holding or controlling
	enterprises of the Bank within the three						enterprises of the Bank within the three
	years before assumption of post;						years before assumption of post;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. (V) persons having outstanding loans (V) persons having outstanding loans payable to the Bank or persons holding payable to the Bank or persons holding positions in an enterprise having positions in an enterprise having outstanding loans payable to the Bank; outstanding loans payable to the Bank; (VI) persons who hold positions in an (VI) persons who hold positions in an institution which has business institution which has business connections with the Bank in law, connections with the Bank in law, accounting, audit or management accounting, audit or management consulting or is interested in the Bank; consulting or is interested in the Bank; (VII) any other persons who can be (VII) any other persons who can be controlled or can be significantly controlled or can be significantly influenced by the Bank by various influenced by the Bank by various means; means; (VIII) immediate relatives and other (VIII) immediate relatives and other closely related family members of the closely related family members of the said persons; said persons;

(VII) any other persons who can be controlled or can be significantly influenced by the Bank by various means;

(VIII) immediate relatives and other closely related family members of the said persons;

(IX) other persons as specified by (IX) other persons as specified by relevant laws, administrative regulations, relevant laws, administrative regulations, other rules, the banking regulatory other rules, the banking regulatory authorities under the State Council, the authorities under the State Council, the securities regulatory authorities in the securities regulatory authorities in the place where the securities of the Bank are place where the securities of the Bank are listed and other regulatory authorities or listed and other regulatory authorities or as specified in the Articles. as specified in the Articles. The immediate relatives specified in the ~~The immediate relatives specified in the~~ Articles refer to parents, the spouse, ~~Articles refer to parents, the spouse,~~ siblings and spouses thereof, adult ~~siblings and spouses thereof, adult~~ children and spouses thereof, parents-in- ~~children and spouses thereof, parents-in-~~ law, spouses’ siblings and spouses ~~law, spouses’ siblings and spouses~~ thereof, parents’ siblings and spouses ~~thereof, parents’ siblings and spouses~~ thereof, and adult children of parents’ ~~thereof, and adult children of parents’~~ siblings and spouses thereof. ~~siblings and spouses thereof.~~

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Existing Article No. Existing Article Revised Article No.	Existing Article No. Existing Article Revised Article No.
	Article 162 An independent director candidate shall be nominated by the Board or shareholder(s) individually or jointly holding more than 1% of the total number of voting shares issued by the Bank, and shall be elected by the general meeting. A shareholder or related shareholder may nominate one independent director candidate or one external supervisor candidate but shall not do both. A shareholder who has nominated a director candidate shall no longer nominate an independent director candidate. Article 169
	Article 164 An independent director shall not hold positions in more than two commercial banks at the same time. Before taking office, independent directors shall promise the Board that they have enough time and energy to perform their duties and will diligently perform their duties. Article 171	An independent directo independent director

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing				Revised
Article	Existing Article			Article	Revised Article
No.				No.
Article	Save as otherwise specified in		the	Article	Save as otherwise specified in the
165	Articles, an independent director	shall		172	Articles, an independent director shall
	work in the Bank for not less than		15		work in the Bank for not less than 15
	workdays each year.				workdays each year.
	An independent director may appoint				An independent director may appoint
	another independent director to	attend			another independent director to attend
	Board meetings on his behalf but shall				Board meetings on his behalf but shall
	attend at least two thirds of the	Board			attend at least two thirds of the on-site
	meetings in person each year.				Board meetings in person each year.
Article	The Board of Supervisors shall propose			Article	~~The Board of Supervisors shall propose~~
166	to the general meeting to dismiss independent director if he:		an	173	~~to~~ The Bank convenes the general meeting to dismiss an independent
					director if he:
	(I) is disqualified as independent director
	due to position changes and does		not		(I) is disqualified as independent director
	voluntarily submit resignation;				due to position changes and does not
					voluntarily submit resignation;
	(II) attends less than two thirds of		the
	Board meetings in person in a year;				(II) attends less than two thirds of the
					on-site Board meetings in person in a
	(III) is disqualified as independent				year;
	director according to laws, administrative
	regulations, and other rules.				(III) fails to attend the Board meetings
					in person for three consecutive times;
					(IV) is disqualified as independent
					director according to laws, administrative
					regulations, and other rules.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing		Revised
Article	Existing Article	Article	Revised Article
No.		No.
Article	Independent directors shall provide	Article	Independent directors shall provide
168	objective, fair and independent opinions	175	objective, fair and independent opinions
	for the issues under discussion of the		for the issues under discussion of the
	Board. Independent directors shall		Board. Independent directors shall
	express their opinions especially on the		express their opinions especially on the
	following issues:		following issues:
	(I) nomination, appointment and		(I) nomination, appointment and
	dismissal of directors;		dismissal of directors;
	(II) appointment or dismissal of senior		(II) appointment or dismissal of senior
	managers;		managers;
	(III) remunerations of directors and		(III) remunerations of directors and
	senior managers;		senior managers;
	(IV) profit distribution plan;		(IV) profit distribution plan;
	(V) significant and particularly		(V) significant ~~and~~ ~~particularly~~
	significant related party transactions		~~significant~~ related party transactions
	between the Bank and the Bank’s		between the Bank and the Bank’s
	shareholders, effective controllers and		shareholders, effective controllers and
	affiliated enterprises, and whether the		affiliated enterprises, and whether the
	Bank has taken effective measures to		Bank has taken effective measures to
	collect outstanding receivables;		collect outstanding receivables;
	(VI) whether the procedure for		(VI) whether the procedure for
	considering significant and particularly		considering significant ~~and particularly~~
	significant related party transactions of		~~significant ~~related party transactions of
	the Bank is legal and whether the		the Bank is legal and whether the
	transaction price is fair and just;		transaction price is fair and just;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. (VII) appointment of external auditors; (VII) ~~appointment of external auditors;~~ matters involved in the non-standard appointment or dismissal of an unqualified audit opinions produced by accounting firm that conducts regular the accounting firm on the financial statutory audit on the financial reports accounting report of the Bank; of the Bank; matters involved in the nonstandard unqualified audit opinions (VIII) a related party’s proposal of produced by the accounting firm on the offsetting debts with assets (if no financial accounting report of the Bank; intermediary qualified for conducting relevant businesses is engaged to issue (VIII) a related party’s proposal of independent financial and advisory offsetting debts with assets (if no reports); intermediary qualified for conducting

(VIII) a related party’s proposal of offsetting debts with assets (if no intermediary qualified for conducting relevant businesses is engaged to issue independent financial and advisory reports); (IX) whether or not equity incentive plans are conducive to the sustained development of the Bank, and cause obvious damage to the interests of the Bank and all shareholders;

(IX) whether or not equity incentive plans are conducive to the sustained development of the Bank, and cause obvious damage to the interests of the Bank and all shareholders;

(X) the Bank’s accumulative and current external guarantees and execution of relevant provisions;

(X) the Bank’s accumulative and current (XI) matters which independent directors external guarantees and execution of deem likely to damage the legitimate relevant provisions; rights and interests of depositors, minority shareholders and other (XI) matters which independent directors stakeholders; deem likely to damage the legitimate rights and interests of the Bank, (XII) matters that may cause serious depositors, minority shareholders , losses to the Bank; financial consumers and other stakeholders; (XIII) other matters specified in laws, administrative regulations and other rules (XII) matters that may cause serious and the Articles. losses to the Bank; (XIII) other matters specified in laws, administrative regulations and other rules and the Articles.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing				Revised
Article		Existing	Article	Article	Revised Article
No.				No.
—	—			Article	An independent director shall perform
				177	his/her duties in a fiduciary,
					independent and diligent manner,
					effectively safeguard the legitimate
					rights and interests of the Bank,
					minority shareholders and financial
					consumers, and shall not be influenced
					by the shareholders, de facto
					controller, senior management or other
					entities or individuals with a material
					interest in the Bank.
					If there are major defects in the
					corporate governance mechanism or
					the corporate governance mechanism
					fails in the Bank, independent
					directors shall report relevant
					information to the regulatory
					authorities in time. Independent
					directors shall keep the Bank’s secrets
					in addition to reporting relevant
					information to the regulatory
					authorities pursuant to the
					requirements.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Article No. Existing Article Revised Article No.	Revised Article
Article 175 The Board shall exercise the following functions and powers: (I) to convene a general meeting and report its work to the general meeting; (II) to implement resolutions of the general meeting; (III) to decide on the Bank’s business plans, investment proposals and development strategies; (IV) to formulate the Bank’s annual financial budgets, final accounts, risk capital allocation plans, profit distribution plans and loss recovery plans; Article 183	The Board shall exercise the following functions and powers: (I) to convene a general meeting and report its work to the general meeting; (II) to implement resolutions of the general meeting; (III) to decide on the Bank’s business plans, investment proposals, and to formulate development strategies and supervise the implementation of the strategies; (IV) to formulate the Bank’s annual financial budgets, final accounts, risk capital allocation plans, profit

Existing
Article
No.
Existing Article
Revised
Article
No.

Revised Article

Article
175
The Board shall exercise the following
functions and powers:
(I) to convene a general meeting and
report its work to the general meeting;
(II) to implement resolutions of the
general meeting;
(III) to decide on the Bank’s business
plans,
investment
proposals
and
development strategies;
(IV) to formulate the Bank’s annual
financial budgets, final accounts, risk
capital
allocation
plans,
profit
distribution
plans
and
loss
recovery
plans;
Article
183

The Board shall exercise the following
functions and powers:
(I) to convene a general meeting and
report its work to the general meeting;
(II) to implement resolutions of the
general meeting;
(III) to decide on the Bank’s business
plans,
investment
proposals,
and
to
formulate development strategies and
supervise the implementation of the
strategies;
(IV) to formulate the Bank’s annual
financial budgets, final accounts, risk
capital
allocation
plans,
profit

(IV) to formulate the Bank’s annual financial budgets, final accounts, risk capital allocation plans, profit distribution plans and loss recovery plans;

(V) to formulate proposals for increase or decrease of the registered capital, issuance of bonds or other securities and listing plans of the Bank;

(VI) to formulate plans for material acquisitions, purchase of shares of the Bank or merger, division, dissolution and transformation of the Bank;

(VII) to decide on major events of the Bank within the authorization of the general meeting, such as daily operations, external investments, acquisition, sales and swap of assets, external guarantees, pledge of assets, entrusted wealth management, financial lease, related party transactions and disposal of non-performing assets;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Existing Article No. Existing Article Revised Article No.	Revised Article
	(VIII) to appoint or dismiss senior managers including the president, vice president and secretary of the Board of the Bank as nominated by the chairman, and decide on their remunerations, rewards and punishments; (IX) to formulate the basic management system of the Bank, and decide on the rights of senior management on the formulation of business procedures and other specific rules; (X) to formulate proposals for any amendment to the Articles; (XI) to be responsible for the Bank’s information disclosure, and undertake the ultimate responsibility for the completeness and accuracy of the Bank’s accounting and financial reports;	(VIII) to appoint or dismiss regulatory requirements

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing		Revised
Article	Existing Article	Article	Revised Article
No.		No.
	(XII) to formulate a standard scheme for		(XII) to formulate a standard scheme for
	the remuneration and allowances of the		the remuneration and allowances of the
	directors of the Bank;		directors of the Bank;
	(XIII) to listen to work reports of the		(XIII) to listen to work reports of the
	Bank’s president and examine the work		Bank’s president and examine the work
	of the president;		of the president;

(XIII) to listen to work reports of the (XIII) to listen to work reports of the Bank’s president and examine the work Bank’s president and examine the work of the president; of the president; (XIV) to decide on the Bank’s risk (XIV) to determine the risk tolerance management and internal control level, ~~to decide on the Bank’s~~ risk policies; management and internal control policies of the Bank, and to assume the (XV) to supervise performance of the ultimate responsibility for the overall Bank’s senior management and deliberate risk management ; senior management’s evaluation on the Bank’s president, vice president, chief (XV) to supervise the work performance financial officer and other senior of the Bank’s senior management and managers and the reports of evaluation by deliberate senior management’s the Bank’s senior managers on each evaluation on the Bank’s president, vice other; and to organize the evaluation on president, chief financial officer and directors and evaluation by independent other senior managers and the reports of directors on each other and report evaluation by the Bank’s senior managers relevant evaluation results to the Board on each other; and to organize the of Supervisors; evaluation on directors and evaluation by independent directors on each other and (XVI) to regularly evaluate and improve report relevant evaluation results to the the Bank’s governance; Board of Supervisors;

(XVI) to regularly evaluate and improve the Bank’s governance;

(XVII) to nominate the candidates of the next session of the Board; (XVIII) to apply for bankruptcy to the People’s Court on behalf of the Bank according to the authorization of the general meeting;

(XIX) to decide on the plans for establishment of internal management structure of the Bank and establishment and withdrawal of branches of the Bank;

(XVI) to regularly evaluate and improve the Bank’s corporate governance; (XVII) to nominate the candidates of the next session of the Board;

(XVIII) to apply for bankruptcy to the People’s Court on behalf of the Bank according to the authorization of the general meeting;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. (XX) to establish an identification, (XIX) to decide on the plans for investigation and management establishment of internal management mechanism for the conflict of interest structure of the Bank and establishment between the Bank and substantial and withdrawal of branches of the Bank; shareholders;

(XXI) to undertake the ultimate responsibility for information technology risks and examination and approval of mid-and-long term information technology strategies, and regularly review the Bank’s reports on information technology construction and risk management;

(XXII) to have the right to determine the pricing and the business investment between the Bank and other financial institutions, including bond investment, entrusted wealth management, purchase of wealth management products, purchase of designated (specialized) asset management plans, trust plans, beneficiary certificates issued by securities companies, right to yields on claims of margin trading and short selling, securities investment funds and other business investment and pricing;

(XXIII) to be in charge of determining green credit development strategies, examine and approve the green credit objectives determined and the green credit reports submitted by senior management, and supervise and appraise the Bank’s implementation of green credit development strategies;

(XX) to establish an identification, investigation and management mechanism for the conflict of interest between the Bank and shareholders, especially substantial shareholders , and assume the management responsibility for shareholders’ affairs ;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing										Revised
Article		Existing Article								Article	Revised Article
No.										No.
	(XXIV) to		assume			the	ultimate				(XXIII) to be in charge of determining
	responsibility		for		the	protection			of		green credit development strategies,
	consumer rights of				the	Bank, regularly					examine and approve the green credit
	listen to the reports on the progress of								the		objectives determined and the green
	protection of		consumer rights; assume								credit reports submitted by senior
	the	ultimate	responsibility				for	anti–			management, and supervise and appraise
	money laundering (AML) management,										the Bank’s implementation of green
	and	ensure that the Bank establishes							and		credit development strategies;
	implements a			complete and			effective
	AML internal		control system;				and				(XXIV) to assume the ultimate
											responsibility for the protection of
	(XXV) to exercise				other functions				and		consumer rights of the Bank, safeguard
	powers that shall be exercised by								the		the legitimate rights of financial
	Board according to the laws, regulations,										consumers and other stakeholders,
	Hong Kong		Listing			Rules	and		the		regularly listen to the reports on the
	Articles.										progress of the protection of consumer
											rights; ~~assume the ultimate responsibility~~
											~~for~~ ~~anti-money~~ ~~laundering~~ ~~(AML)~~
											~~management, and ensure that the Bank~~
											~~establishes and implements a complete~~
											~~and~~ ~~effective~~ ~~AML~~ ~~internal~~ ~~control~~
											~~system;~~
											(XXV) to formulate the capital
											planning of the Bank, assume ultimate
											responsibility for capital or solvency
											management;
											(XXVI) to propose to the general
											meeting of the engagement or dismissal
											of the accounting firm that conducts
											regular and statutory audit on the
											financial reports of the Bank;
											(XXVII) to formulate the Bank’s data
											strategy, approve or authorize the
											approval on major issues in relation to
											data governance, urge senior
											management to improve the
											effectiveness of data governance, and
											assume ultimate responsibility for data
											governance;

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APPENDIX I

Existing		Revised
Article	Existing Article	Article	Revised Article
No.		No.
			(XXVIII) to be responsible for the
			Bank’s anti-money laundering and
			counter terrorist financing policies,
			supervise the implementation of anti-
			money laundering and counter
			terrorist financing policies, and
			assume ultimate responsibility for the
			Bank’s anti-money laundering and
			counter terrorist financing work; and
			(XXIX) to exercise other functions and
			powers that shall be exercised by the
			Board according to the laws, regulations,
			Hong Kong Listing Rules and the
			Articles.
Article	In event of emergency, provisional Board	Article	In event of emergency, provisional Board
180	meetings may be convened upon proposal	188	meetings may be convened upon proposal
	by shareholders representing at least one		by shareholders representing at least one
	tenth of the total voting rights, by at least		tenth of the total voting rights, by at least
	one third of the directors, by at least half		one third of the directors, ~~by at least half~~
	of the independent directors or by the		~~of the independent directors or by the~~
	Board of Supervisors. The chairman shall convene and preside over a Board		~~Board of Supervisors~~ by at least two independent directors or by the Board
	meeting within 10 days after receipt of		of Supervisors and when the chairman
	the proposal.		considers it necessary. The chairman
			shall convene and preside over a Board
			meeting within 10 days after receipt of
			the proposal.
Article	The notice of provisional Board meeting	Article	The notice of provisional Board meeting
181	shall be served to all directors by mail	189	shall be served to all directors and
	(including e-mail) or personal delivery, at		supervisors by mail (including e-mail)
	least five days in advance. Where a		or personal delivery, at least five days in
	provisional Board meeting needs to be		advance. Where a provisional Board
	convened in emergency, the notice of		meeting needs to be convened in
	meeting may be sent by telephone or by		emergency, the notice of meeting may be
	other verbal means at any time, but the		sent by telephone or by other verbal
	convener shall make explanations at the		means at any time, but the convener shall
	meeting.		make explanations at the meeting.

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APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. Article If any director or any of his close Article ~~If any director or any of his close~~ 184 associates (as defined in Hong Kong 192 ~~associates (as defined in Hong Kong~~ Listing Rules) has any related party ~~Listing Rules) has any related party~~ relationship with the enterprise involved ~~relationship with the enterprise involved~~ in any resolution of the Board meeting or ~~in any resolution of the Board meeting or~~ has a material interest in any contract, ~~has a material interest in any contract,~~ arrangement or any other suggestion ~~arrangement or any other suggestion~~ proposed to be resolved on, the said ~~proposed to be resolved on, the said~~ director shall not exercise the right to ~~director shall not exercise the right to~~ vote on the said resolution for himself or ~~vote on the said resolution for himself or~~ on behalf of other directors. When ~~on behalf of other directors. When~~ determining whether a quorum for the ~~determining whether a quorum for the~~ meeting is attained, such director shall ~~meeting is attained, such director shall~~ not be counted as part of the quorum. The ~~not be counted as part of the quorum.~~ Board meeting may be held when more When the Board of Directors reviews than half of the non-related directors related party transactions, a ~~The~~ Board attend the meeting. The resolution made meeting may be held when more than half at the Board meeting shall be passed by of the non-related directors attend the more than half of the non-related meeting. The resolution made at the directors. If the number of non-related Board meeting shall be passed by ~~more~~ directors attending the meeting is less ~~than half~~ two thirds of the non-related than three, the matter shall be submitted directors. If the number of non-related to the general meeting for consideration. directors attending the meeting is less than three, the matter shall be submitted If any director himself has any direct or to the general meeting for consideration.

If any director himself has any direct or indirect related party relationship in any contract, transaction or arrangement already concluded or under planning with the Bank, he shall responsively inform the nature and extent of the related party relationship to the related-party transactions control committee under the Board and necessarily avoid any relevant matter under consideration.

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APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. The avoidance and voting procedures for The avoidance and voting procedures for related directors are that they may choose related directors are that they may choose proactive avoidance or be subject to any proactive avoidance or be subject to any request for avoidance made by any other request for avoidance made by any other director or representative director director or representative director attending the Board meeting. If any attending the Board meeting. If any request for avoidance is made by any request for avoidance is made by any other director or representative director other director or representative director but the relevant directors think they are but the relevant directors think they are beyond the scope of avoidance, they shall beyond the scope of avoidance, they shall state the reason. If after stating the reason state the reason. If after stating the reason the relevant directors cannot persuade the relevant directors cannot persuade any director who has made the request, any director who has made the request, the Board may respectively record the the Board may respectively record the voting results when the director with voting results when the director with disputed connected relation identity disputed connected relation identity avoids or does not avoid voting. After the avoids or does not avoid voting. After the Board meeting, the chairman shall Board meeting, the chairman shall confirm the final voting results by confirm the final voting results by applying to relevant authorities for applying to relevant authorities for identifying related directors and inform identifying related directors and inform all directors. all directors.

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APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. Article Voting on Board meetings may be Article Voting on Board meetings may be 185 conducted by a show of hands, ballot and 193 conducted ~~by a show of hands, ballot and~~ means of communications. ~~means of communications.~~ through onsite meeting and circulation of written Provisional Board meetings may be held resolution. and pass resolutions by means of communications in writing, with the Provisional Board meetings may be held resolutions signed by the voting and pass resolutions by means of directors, provided that the directors circulation of written resolution fully express their opinions. Voting by ~~communications in writing~~ , with the means of communications shall not be resolutions signed by the voting adopted on especially significant matters, directors, provided that the directors including relevant matters set out in subfully express their opinions. Voting by paragraphs (V), (VI) and (X) of Article means of ~~communications~~ circulation of 175 and profit distribution plans, risk written resolution shall not be adopted capital allocation plans, significant on especially significant matters, investments, disposal of material assets, including relevant matters set out in subappointment or dismissal of senior paragraphs (V), (VI) and (X) (excluding managers, capital replenishment plan, the formulation of the rules of material equity change, and financial procedure of the Shareholders’ reorganization, and other matters that General Meeting and the rules of may have an especially material impact procedure of the Board of Directors, on the Bank and accordingly shall be and consideration and approval of the approved by voting of more than two rules of procedure for the special thirds of all directors as deemed by more committees under the Board) of Article than half of all directors or according to 1 ~~75~~ ~~8~~ 3 and profit distribution plans, laws, administrative regulations, remuneration plans, risk capital provisions of relevant regulatory allocation plans, significant investments, authorities and the Articles. The disposal of material assets, appointment aforesaid especially major matters shall or dismissal of senior managers, capital be subject to approval of more than two replenishment plan, material equity thirds of all directors. For other matters change, and financial reorganization, and apart from the aforesaid especially other matters that may have an especially significant matters, adoption of or material impact on the Bank and resolution on any proposal by the Board accordingly shall be approved by voting shall be subject to approval of more than of more than two thirds of all directors as half of all directors of the Bank. deemed by more than half of all directors or according to laws, administrative regulations, provisions of relevant regulatory authorities and the Articles. The aforesaid especially major matters shall be subject to approval of more than two thirds of all directors. For other matters apart from the aforesaid especially significant matters, adoption of or resolution on any proposal by the Board shall be subject to approval of more than half of all directors of the Bank.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing		Revised
Article	Existing Article	Article	Revised Article
No.		No.
			The “directors” and “all directors” as
			referred to in counting the number of
			directors attending and voting at the
			Board meetings are directors whose
			qualifications have been approved by
			the regulatory authorities.
Article	Directors shall at tend Board meetings in	Article	Directors shall attend Board meetings in
186	person. If any director cannot attend the	194	person. If any director cannot attend the
	meeting for any reason, he may issue a		meeting for any reason, he may issue a
	written power of attorney to authorize		written power of attorney to authorize
	another director to attend the meeting on		another director to attend the meeting on
	behalf thereof, and the power of attorney		behalf thereof. In principle, a director
	shall specify the name of the proxy, the		may accept entrustment from a
	matters to be handled in proxy, the scope		maximum of two directors who do not
	of authorization and validity period, and		attend the meeting in person. When
	shall bear the signature or seal of the		considering matters of related party
	principal. The director attending the		transactions, a non-related director
	meeting on behalf of another director		may not authorize a related director to
	shall exercise rights within the scope of		attend the meeting on his/her behalf.
	authorization. If a director fails to attend		The power of attorney shall specify the
	a Board meeting and does not appoint a		name of the proxy, the matters to be
	proxy to act on his behalf, the said		handled in proxy, the scope of
	director shall be deemed as having		authorization and validity period, and
	waived his right to vote at the meeting.		shall bear the signature or seal of the
			principal. The director attending the
			meeting on behalf of another director
			shall exercise rights within the scope of
			authorization. If a director fails to attend
			a Board meeting and does not appoint a
			proxy to act on his behalf, the said
			director shall be deemed as having
			waived his right to vote at the meeting.
Article	The Board shall file resolutions of the	Article	The Board shall file resolutions of the
187	meeting as minutes, which shall be	195	on-site meeting as minutes, which shall
	signed by the attending directors and the		be signed by the attending directors and
	minutes recorder.		the minutes recorder.
	The Board shall establish duty		The Board shall establish duty
	performance archives for directors,		performance archives for directors,
	which shall completely record the		which shall completely record the
	number of attendances of directors at		number of attendances of directors at
	Board meetings, their independent		Board meetings, their independent
	opinions and suggest ions and adoption		opinions and suggestions and adoption
	thereof, as a basis to evaluate the		thereof, as a basis to evaluate the
	directors.		directors.
	The minutes of Board meetings shall be		The minutes of Board meetings shall be
	kept by the Bank as archives of the Bank		kept permanently by the Bank as
	for 20 years.		archives of the Bank ~~for 20 years~~.

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APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. Article The Board of the Bank establishes the Article The Board of the Bank establishes the 192 development and strategy committee, 200 development and strategy committee, related–party transactions control related-party transactions control committee, risk management committee, committee, risk management committee, audit committee, nomination and audit committee, nomination and remuneration committee, consumer remuneration committee, consumer rights protection committee and other rights protection committee and other special committees. The special special committees. The members of committees shall be headed by directors special committees shall be directors in principle and shall each have at least and have professional knowledge or three members. In particular, the related- work experience catering to the duties party transactions control committee, of the special committees. The special nomination and remuneration committee committees shall be headed by directors and audit committee shall be headed by ~~in principle~~ and shall each have at least independent directors. The audit three members. In particular, the committee shall comprise non–executive majority of the audit committee and directors only and have at least one nomination and remuneration independent director who shall have committee shall be independent relevant professional qualifications as directors, and in principle, no less than specified in Hong Kong Listing Rules, or one-third of the risk management shall have professional specialty in audit committee and the related-party or related financial management. The transactions control committee shall be majority of the audit committee and independent directors. The relatednomination and remuneration committee party transactions control committee, shall be independent directors. Any nomination and remuneration committee director nominated by the controlling and audit committee shall be headed by shareholders shall not act as member of independent directors. The audit the related-party transactions control committee shall comprise non-executive committee and nomination and directors only , who shall have remuneration committee. professional knowledge and work experience in one aspect of finance, auditing, accounting or law, etc., and have at least one independent director who shall have relevant professional qualifications as specified in Hong Kong Listing Rules, or shall have professional specialty in audit or related financial management. ~~The majority of the audit committee and nomination and remuneration committee shall be independent directors.~~ Any director nominated by the controlling shareholders shall not act as member of the related-party transactions control committee and nomination and remuneration committee.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing			Revised
Article	Existing Article		Article	Revised Article
No.			No.
	The special committees under the Board			The special committees under the Board
	shall provide professional advice to the			shall provide professional advice to the
	Board or make decisions on professional			Board or make decisions on professional
	matters as authorized by the Board.			matters as authorized by the Board.
	The Board shall formulate terms	of		The Board shall formulate ~~terms of~~
	reference and working procedures for respective special committees. The			~~reference~~ the rules of procedure and working procedures for respective
	respective special committees shall			special committees. The respective
	formulate annual work plans, which shall			special committees ~~shall~~ ~~formulate~~
	be implemented upon examination and			~~annual~~ ~~work~~ ~~plans,~~ ~~which~~ ~~shall~~ ~~be~~
	approval by the Board.			~~implemented~~ ~~upon~~ ~~examination~~ ~~and~~
	Any director in charge of the audit			~~approval by the Board.~~ may formulate annual work plans and hold meetings
	committee, related-party transactions			on a regular basis.
	control committee and risk management
	committee shall work at the Bank for	at		Any director in charge of the audit
	least 25 workdays every year.			committee, related-party transactions
				control committee and risk management
				committee shall work at the Bank for at
				least 25 workdays every year.
Article	The primary duties of the related-party		Article	The primary duties of the related-party
194	transactions control committee are	to	202	transactions control committee are to
	manage, review and approve and control			~~manage, review and approve and control~~
	risks of related party transactions.			~~risks~~ ~~of~~ ~~related~~ ~~party~~ ~~transactions.~~
				manage, review and control risks of
				related-party transactions.

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APPENDIX I

Existing		Revised
Article	Existing Article	Article	Revised Article
No.		No.
Article	The Bank conducts strict management on	Article	The Bank conducts strict management on
199	related party transactions in accordance	207	related party transactions in accordance
	with relevant provisions of the banking		with relevant provisions of the banking
	regulatory authorities under the State		regulatory authorities under the State
	Council. A related party transaction		Council. Definition of related parties,
	refers to any of the following matters		and definition, types, approval process
	involving transfer of resources or		and disclosure management of related
	obligations between the Bank and a		party transactions are subject to the
	related party:		Measures for the Administration of
			Connected Transactions of Banking
	(I) credit extension;		and Insurance Institutions. ~~A related~~
			~~party transaction refers to any of the~~
	(II) transfer of assets;		~~following matters involving transfer of~~
			~~resources or obligations between the~~
	(III) provision of services; and		~~Bank and a related party.~~
	(IV) other related party transactions		~~(I) credit extension;~~
	specified by the banking regulatory
	authorities under the State Council.		~~(II) transfer of assets;~~
			~~(III) provision of services; and~~
			~~(IV)~~ ~~other~~ ~~related~~ ~~party~~ ~~transactions~~
			~~specified~~ ~~by~~ ~~the~~ ~~banking~~ ~~regulatory~~
			~~authorities under the State Council.~~
Article	According to the Bank’s net capital and	—	~~According to the Bank’s net capital and~~
200	operations, the Bank’s related party		~~operations,~~ ~~the~~ ~~Bank’s~~ ~~related~~ ~~party~~
	transactions are divided into general		~~transactions are divided into general~~
	related party transactions and material		~~related party transactions and material~~
	related party transactions:		~~related party transactions:~~
	A general related party transaction refers		~~A general related party transaction refers~~
	to any transaction involving single		~~to~~ ~~any~~ ~~transaction~~ ~~involving~~ ~~single~~
	transaction amount between the Bank and		~~transaction amount between the Bank and~~
	a related party accounting for less than		~~a related party accounting for less than~~
	1% of the net capital of the Bank, and the		~~1% of the net capital of the Bank, and the~~
	transaction balance between the Bank		~~transaction balance between the Bank~~
	and the related party accounting for less		~~and the related party accounting for less~~
	than 5% of the net capital of the Bank		~~than 5% of the net capital of the Bank~~
	after the transaction.		~~after the transaction.~~

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APPENDIX I

Existing		Revised
Article	Existing Article	Article	Revised Article
No.		No.
	The general related party transactions		~~The general related party transactions~~
	shall be reported by the Bank to the		~~shall be reported by the Bank to the~~
	related-party transactions control		~~related-party~~ ~~transactions~~ ~~control~~
	committee for examination and approval		~~committee for examination and approval~~
	as per the internal authorization		~~as~~ ~~per~~ ~~the~~ ~~internal~~ ~~authorization~~
	procedure. The general related party		~~procedure. The general related party~~
	transactions may also be examined and		~~transactions may also be examined and~~
	approved as per the procedure for		~~approved~~ ~~as~~ ~~per~~ ~~the~~ ~~procedure~~ ~~for~~
	material related party transactions.		~~material related party transactions.~~
	A material related party transaction refers		~~A material related party transaction refers~~
	to any transaction involving single		~~to~~ ~~any~~ ~~transaction~~ ~~involving~~ ~~single~~
	transaction amount between the Bank and		~~transaction amount between the Bank and~~
	a related party accounting for more than		~~a related party accounting for more than~~
	1% of the net capital of the Bank, or the		~~1% of the net capital of the Bank, or the~~
	transaction balance between the Bank		~~transaction balance between the Bank~~
	and the related party accounting for more		~~and the related party accounting for more~~
	than 5% of the net capital of the Bank		~~than 5% of the net capital of the Bank~~
	after the transaction.		~~after the transaction.~~
	The material related party transactions		~~The material related party transactions~~
	shall be submitted to the Board for		~~shall be submitted to the Board for~~
	approval upon examination by the		~~approval~~ ~~upon~~ ~~examination~~ ~~by~~ ~~the~~
	related-party transactions control		~~related-party~~ ~~transactions~~ ~~control~~
	committee of the Bank.		~~committee of the Bank.~~

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APPENDIX I

Existing		Revised
Article	Existing Article	Article	Revised Article
No.		No.
Article	The chairman shall exercise the	Article	The chairman shall exercise the
204	following functions and powers:	211	following functions and powers:
	(I) to preside over general meetings and		(I) to preside over general meetings and
	convene and preside over Board		convene and preside over Board
	meetings;		meetings;
	(II) to supervise and examine the		(II) to supervise and examine the
	implementation of resolutions of the		implementation of resolutions of the
	Board and report the work to the Board;		Board and report the work to the Board;
	(III) to exercise the functions and powers		(III) to exercise the functions and powers
	of the Bank’s legal representative to sign		of the Bank’s legal representative to sign
	the securities certificates issued by the		the securities certificates issued by the
	Bank;		Bank;
	(IV) to nominate or dismiss vice		(IV) to nominate or dismiss vice
	president, secretary of the Board and		president, secretary of the Board and
	other senior managers after seeking		other senior managers after seeking
	advice from the president;		advice from the president;
	(V) to formulate the plans for		~~(V)~~ ~~to~~ ~~formulate~~ ~~the~~ ~~plans~~ ~~for~~
	establishment of internal management		~~establishment of internal management~~
	structure of the Bank and establishment,		~~structure of the Bank and establishment,~~
	relocation and withdrawal of branches of		~~relocation and withdrawal of branches of~~
	the Bank and submit the plans to the		~~the Bank and submit the plans to the~~
	Board for approval;		~~Board for approval;~~
	(VI) to determine the appointment or dismissal of middle managers and staff;		~~(VI)~~ (V) to determine the appointment or dismissal of middle managers and staff;
	(VII) to decide on the salaries, benefits		~~(VII)~~ (VI) to decide on the salaries,
	and reward or punishment of the Bank’s		benefits and reward or punishment of the
	staff other than the senior manages		Bank’s staff other than the senior
	decided by the Board within the scope of		manages decided by the Board within the
	remuneration plans and management		scope of remuneration plans and
	systems approved by the Board;		management systems approved by the
			Board;

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APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. (VIII) in any emergent force majeure ~~(VIII)~~ (VII) in any emergent force event such as extraordinarily serious majeure event such as extraordinarily natural disasters or other emergencies, to serious natural disasters or other exercise the special right of disposal in emergencies, to exercise the special right respect of the business of the Bank in of disposal in respect of the business of compliance with laws, regulations and in the Bank in compliance with laws, the interests of the Bank, and to report to regulations and in the interests of the the Board and the general meeting of the Bank, and to report to the Board and the Bank afterwards, with the amount for general meeting of the Bank afterwards ~~,~~ exercising the function and power ~~with the amount for exercising the~~ accounting for not more than 10% of the ~~function and power accounting for not~~ Bank’s net asset value; ~~more than 10% of the Bank’s net asset value~~ ; (IX) to exercise other functions and powers conferred by the Board; ~~(IX)~~ (VIII) to exercise other functions and powers conferred by the Board; (X) functions and powers that shall be exercised by the chairman according to ~~(X)~~ (IX) functions and powers that shall relevant laws, regulations and rules. be exercised by the chairman according to relevant laws, regulations and rules. Article The number of the Bank’s external Article The number of the Bank’s external 219 supervisors shall comply with laws, 226 supervisors shall comply with laws, regulations and other rules. The Bank’s regulations and other rules. The Bank’s shareholder supervisors and external shareholder supervisors and external supervisors are nominated by the Board supervisors are nominated by the Board of Supervisors and shareholders (the of Supervisors and shareholders (the procedures for nominating and electing procedures for nominating and electing shareholder supervisors and external shareholder supervisors and external supervisors shall be similar to those for supervisors shall be similar to those for directors and independent directors) and directors and independent directors) and elected at the general meeting. elected at the general meeting. A shareholder and its related shareholder ~~A shareholder and its related shareholder~~ who nominate any supervisor shall not ~~who nominate any supervisor shall not~~ nominate any external supervisor. ~~nominate any external supervisor.~~ A shareholder who has nominated a director and its related parties shall no longer nominate supervisors. If the State provides otherwise, such provisions shall apply.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. Article The Bank shall have a Board of Article The Bank shall have a Board of 227 Supervisors, which shall be composed of 234 Supervisors, which shall be composed of five supervisors. In particular, the five supervisors. In particular, the number of external supervisors shall number of external supervisors shall comply with laws, administrative comply with laws, administrative regulations and other rules. The Board of regulations and other rules. The Board of Supervisors shall have one chairman, Supervisors shall have one chairman, who shall be elected by the votes of who shall be elected by the votes of above two thirds of all supervisors after above two thirds of all supervisors after the local party and government, the local party and government, substantial shareholders and banking substantial shareholders and banking regulatory authorities under the State regulatory authorities under the State Council reach a consensus on the Council reach a consensus on the chairman candidate upon chairman candidate upon communication. The chairman of the communication. The chairman of the Board of Supervisors shall convene and Board of Supervisors shall convene and preside over meetings of the Board of preside over meetings of the Board of Supervisors; where the chairman of the Supervisors; where the chairman of the Board of Supervisors cannot or does not Board of Supervisors cannot or does not fulfill the duty thereof, more than half of fulfill the duty thereof, more than half of the supervisors may elect a supervisor to the supervisors may elect a supervisor to convene and preside over the meetings of convene and preside over the meetings of the Board of Supervisors. the Board of Supervisors.

The Board of Supervisors shall include shareholder supervisors and proportionate employee representative supervisors of the Bank. In particular, employee representative supervisors and external supervisors shall not be less than one third of the total number of members of the Board of Supervisors. Employee representative supervisors in the Board of Supervisors shall be elected, removed or replaced by the employees of the Bank through the employee representative meeting; shareholder supervisors shall be elected, removed or replaced at the general meeting; external supervisors shall be nominated by the nomination committee of the Board of Supervisors, or shareholder(s) individually or jointly holding more than 1% of the total number of the voting shares of the Bank, and shall be elected, removed or replaced at the general meeting.

Employee representative supervisors in the Board of Supervisors shall be nominated by the Board of Supervisors and trade union of the Bank, and shall be elected, removed or replaced ~~by the employees of the Bank~~ through the employee representative meeting; ~~shareholder supervisors shall be elected, removed or replaced at the general meeting; external~~ non-employee representative supervisors shall be nominated by ~~the nomination committee of~~ the Board of Supervisors, or shareholder(s) individually or jointly holding more than 1% of the total number of the voting shares of the Bank, and shall be elected, removed or replaced at the general meeting.

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APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. Article The Board of Supervisors shall be Article The Board of Supervisors shall be 228 accountable to the general meeting and 235 accountable to the general meeting and exercise the following functions and exercise the following functions and powers according to law: powers according to law: (I) to examine the regular reports and (I) to supervise the Board of Directors bonus scheme of the Bank prepared by to establish steady business philosophy the Board and produce written opinions and value standards and to formulate thereon; development strategies in line with the Bank’s conditions; (II) to examine and supervise financial activities of the Bank; (II) to evaluate the scientificity, rationality and soundness of the (III) to conduct departure audit for Bank’s development strategies and directors, president, and other senior produce evaluation reports; managers and to guide the work of the internal audit department of the Bank; ~~(I)~~ (III) to examine the regular reports and bonus scheme of the Bank prepared (IV) to inquire directors, president and by the Board and produce written other senior managers; opinions thereon; (V) to supervise the fulfilment of duties ~~(II)~~ (IV) to examine and supervise of the Board of Directors, senior financial activities of the Bank; management, directors, chairman and senior managers and to propose dismissal ~~(III)~~ (V) ~~to conduct departure audit for~~ of directors and senior managers who ~~directors, president, and other senior~~ have violated laws, administrative ~~managers and to guide the work of the~~ regulations, the Articles or resolutions of ~~internal audit department of the Bank~~ to the general meetings; supervise and guide the internal audit department in the independent (VI) if any act of the directors, president performance of its audit and oversight and other senior managers damages the duties ; interests of the Bank, to require them to rectify such act accordingly; ~~(IV)~~ (VI) to inquire directors, president and other senior managers; (VII) to propose the convening of extraordinary general meetings and, in (VII) to supervise the implementation case the Board does not perform the of the Bank’s remuneration obligations to convene and preside over management system and the general meetings in accordance with the scientificity and rationality of the Company Law, to convene and preside remuneration plans for senior over general meetings; managers;

(VII) to propose the convening of extraordinary general meetings and, in case the Board does not perform the obligations to convene and preside over general meetings in accordance with the Company Law, to convene and preside over general meetings;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. (VIII) to submit proposals to general ~~(V)~~ (VIII) to supervise the fulfilment of meetings; duties of the Board of Directors, senior management, directors, chairman and (IX) to initiate legal proceedings against senior managers and to propose dismissal the directors and senior managers in of directors and senior managers who accordance with Article 152 of the have violated laws, administrative Company Law; regulations, the Articles or resolutions of the general meetings;

(X) to conduct investigation if there are any unusual circumstances in the Bank’s operations, and if necessary, to engage an accounting firm, law firm, professional auditor or other professionals to assist in their work at the expenses of the Bank;

~~(VI)~~ (IX) if any act of the directors, president and other senior managers damages the interests of the Bank, to require them to rectify such act accordingly;

(XI) to formulate a standard scheme for the remuneration and allowances of the members of the Board of Supervisors of the Bank for review and determination at the general meeting;

(XII) to audit the business decisions, risk management and internal controls of the Bank, and to supervise the information technology risks of the Bank;

~~(VII)~~ (X) to propose the convening of extraordinary general meetings and, in case the Board does not perform the obligations to convene and preside over general meetings in accordance with the Company Law, to convene and preside over general meetings;

~~(VIII)~~ (XI) to submit proposals to general meetings;

(XIII) to attend Board meetings and obtain meeting materials;

(XIV) to supervise the directors recruiting procedures;

(XV) to organize the evaluation of supervisors and the mutual evaluation of external supervisors, and to report the evaluation results to the general meeting for deliberation; and

(XVI) to exercise other functions and powers stipulated in laws, administrative regulations and other regulations, or the Articles, or granted by the general meetings.

~~(IX)~~ (XII) to initiate legal proceedings against the directors and senior managers in accordance with Article 152 of the Company Law;

~~(X)~~ (XIII) to conduct investigation if there are any unusual circumstances in the Bank’s operations, and if necessary, to engage an accounting firm, law firm, professional auditor or other professionals to assist in their work at the expenses of the Bank;

~~(XI)~~ (XIV) to formulate a standard scheme for the remuneration and allowances of the members of the Board of Supervisors of the Bank for review and determination at the general meeting;

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APPENDIX I

	Existing Article No. Existing Article Revised Article No.
		~~XII~~
	Article 229 The Board of Supervisors establishes the nomination committee and audit and supervisory committee. The nomination committee and audit and supervisory committee shall be headed by external supervisors in principle. Article 236

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APPENDIX I

	Existing Article No. Existing Article Revised Article No.	Revised Article
	Article 231 The principal duties of the audit and supervisory committee of the Board of Supervisors are: (I) formulate schemes for inspecting and supervising the financial activities of the Bank; (II) formulate schemes for departure audit on directors and senior managers; (III) formulate schemes for auditing the business decisions, risk management and internal control of the Bank; (IV) supervise the Board of Directors to establish steady business philosophy and criterion value and to formulate development strategies in line with the Bank’s actual conditions; and (V) exercise other functions and powers conferred by the Board of Supervisors. Article 238
	Article 237 Any supervisor shall be entitled to have an explanatory note made in the minutes regarding his speech at the meeting. The minutes of the Board of Supervisors shall be kept by the Bank as archives of the Bank for 20 years. Article 244
	Article 290 After the profit distribution plan is adopted at the general meeting, the Board of the Bank shall finish distributing dividends (or shares) in due course within 2 months after conclusion of the general meeting. Article 297

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APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. Article Monies paid for any shares before Article Monies paid for any shares before 292 dunning shall have interests, but the 299 dunning shall have interests, but the holders of shares are not entitled to holders of shares are not entitled to dividends announced later for the said dividends announced later for the said monies. Provided that the relevant laws, monies. Provided that the relevant laws, regulations, departmental rules, regulations, departmental rules, regulatory documents and provisions of regulatory documents and provisions of the securities regulatory authorities in the the securities regulatory authorities in the place where the securities of the Bank are place where the securities of the Bank are listed are observed, the Bank may listed are observed, the Bank may exercise the right to seize dividends not exercise the right to seize dividends not claimed, but the said right shall only be claimed, but the said right shall only be exercised after expiry of the applicable exercised after expiry of the applicable validity period. validity period.

The Bank shall have the right to cease delivering dividend notice to the holders of H Shares by mail, but such right can only be exercised after the dividend notice has not been drawn twice consecutively. If a dividend notice fails to reach the expected recipient in the initial mail delivery and is returned, the Bank may exercise the right promptly. The Bank shall have the right to sell the shares of the holders of H Shares through the methods the Board deems appropriate and subject to the following conditions:

~~The Bank shall have the right to cease delivering dividend notice to the holders of H Shares by mail, but such right can only be exercised after the dividend notice has not been drawn twice consecutively. If a dividend notice fails to reach the expected recipient in the initial mail delivery and is returned, the Bank may exercise the right promptly. The Bank shall have the right to sell the shares of the holders of H Shares through the methods the Board deems appropriate and subject to the following conditions:~~

(I) the Bank has distributed dividends on such shares at least three times in a period of 12 years and the dividends are not claimed by anyone during that period; and

~~(I) the Bank has distributed dividends on such shares at least three times in a period of 12 years and the dividends are not claimed by anyone during that period; and~~

(II) after the expiration of the twelveyear period, the Bank makes a public announcement in one or more newspapers at the place where the Bank’s securities are listed, stating its intention to sell such shares and notifies the Hong Kong Stock Exchange of such intention.

~~(II) after the expiration of the twelveyear period, the Bank makes a public announcement in one or more newspapers at the place where the Bank’s securities are listed, stating its intention to sell such shares and notifies the Hong Kong Stock Exchange of such intention.~~

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APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. Article The profit distribution policy of the Bank Article The profit distribution policy of the Bank 294 shall be focused on generating reasonable 301 shall ~~be focused on generating reasonable~~ investment returns to investors and be ~~investment returns to investors and be~~ favorable for the Bank’s long-term ~~favorable for the Bank’s long-term~~ development. The profits of the Bank ~~development.~~ comprehensively consider may be distributed in the form of bonus industry characteristics, development share and cash dividend, etc., and the stage, its own business model, cumulative distribution amount in any profitability and whether there is a three consecutive years shall not be less major capital expenditure than 20% of the annual average arrangement and other factors, taking distributable profits realized in the said into account the reasonable return of three years. investors and the sustainable development of the Bank. The profits of the Bank may be distributed in the form of bonus share and cash dividend, etc., and the cumulative distribution amount in any three consecutive years shall not be less than 20% of the annual average distributable profits realized in the said three years. Article The appointment, dismissal or nonArticle The appointment, dismissal or non301 renewal of an accounting firm by the 308 renewal of an accounting firm by the Bank shall be determined by the general Bank shall be determined by the general meeting, and shall be filed with the meeting ~~, and shall be filed with the~~ securities regulatory authorities of the ~~securities regulatory authorities of the~~ State Council. ~~State Council~~ . The general meeting shall abide by the The general meeting shall abide by the following provisions when proposing to following provisions when proposing to pass a resolution to appoint an pass a resolution to appoint an accounting firm which is not currently accounting firm which is not currently serving the Bank to fill the vacancy of an serving the Bank to fill the vacancy of an accounting firm, or renew the term of accounting firm, or renew the term of office of an accounting firm appointed by office of an accounting firm appointed by the Board to fill the vacancy, or dismiss the Board to fill the vacancy, or dismiss an accounting firm before the expiry of an accounting firm before the expiry of its term: its term:

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APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. (I) The proposal in relation to the (I) The proposal in relation to the appointment or dismissal shall be appointment or dismissal shall be delivered prior to the issue of notice of delivered prior to the issue of notice of the general meeting to the accounting the general meeting to the accounting firm to be appointed, the accounting firm firm to be appointed, the accounting firm leaving office, or the accounting firm leaving office, or the accounting firm which has left office in the relevant fiscal which has left office in the relevant fiscal year. year. “Leaving office” includes dismissal, ~~“~~ Leaving office ~~”~~ includes dismissal, resignation and retirement. resignation and retirement. (II) If an accounting firm leaving office (II) If an accounting firm leaving office makes a written statement and requests makes a written statement and requests the Bank to inform shareholders of such the Bank to inform shareholders of such statement, the Bank shall take the statement, the Bank shall take the following measures, unless the written following measures, unless the written statement is received too late: statement is received too late: 1. to state in the notice which is issued 1. to state in the notice which is issued for the purpose of adopting a resolution for the purpose of adopting a resolution that the accounting firm which is leaving that the accounting firm which is leaving office has made a statement; and office has made a statement; ~~and~~ 2. to send a copy of the statement to each 2. to send a copy of the statement to each shareholder entitled to receive the notice shareholder entitled to receive the notice of general meeting. of general meeting. (III) If the Bank fails to dispatch the (III) If the Bank fails to dispatch the statement of the relevant accounting firm statement of the relevant accounting firm in accordance with sub-paragraph (II) of in accordance with sub-paragraph (II) of this paragraph, the relevant accounting this paragraph, the relevant accounting firm may request such statement to be firm may request such statement to be read at the general meeting and may read at the general meeting and may make further appeals. make further appeals.

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APPENDIX I

Existing		Revised	Revised
Article	Existing Article	Article Revised Article
No.		No.
	(IV) The accounting firm leaving office		(IV) The accounting firm leaving office
	shall have the right to attend the		shall have the right to attend the
	following meetings:		following meetings:
	1. the general meeting at which its term		1. the general meeting at which its term
	of office would have expired;		of office would have expired;
	2. the general meeting held to fill the		2. the general meeting held to fill the
	vacancy as a result of its dismissal;		vacancy as a result of its dismissal;
	3. the general meeting held as a result of		3. the general meeting held as a result of
	its voluntary resignation.		its voluntary resignation.
	The accounting firm leaving office shall		The accounting firm leaving office shall
	have the right to receive all notices of, or		have the right to receive all notices of, or
	other information relating to, the		other information relating to, the
	abovementioned meetings, and may		abovementioned meetings, and may
	express its views at the aforementioned		express its views at the aforementioned
	meetings on matters in relation to its		meetings on matters in relation to its
	previous appointment as the accounting		previous appointment as the accounting
	firm of the Bank.		firm of the Bank.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. Article Any amendments to be made to the Article Any amendments to be made to the 333 Articles pursuant to a resolution of the 339 Articles pursuant to a resolution of the general meeting shall be subject to the general meeting shall be subject to the approval of the competent authorities, approval of the competent authorities, and shall obtain the approval of the and shall obtain the approval of the competent authorities; if the amendment competent authorities; if the amendment to the Articles involves any content of to the Articles involves any content of Mandatory Provisions, the said ~~Mandatory Provisions~~ the Trial amendment shall be subject to approval Administrative Measures of Overseas by the company examination and Securities Offering and Listing by approval authority authorized by the Domestic Companies , the said State Council and the securities amendment shall be subject to approval regulatory authorities of the State by the company examination and Council; if registration matters are approval authority authorized by the involved, the Bank shall apply for State Council and the securities registration of the changes in accordance regulatory authorities of the State with the law. Council; if registration matters are involved, the Bank shall apply for registration of the changes in accordance with the law. Article Definitions Article Definitions 348 354 (I) Cumulative voting system refers to (I) Cumulative voting system refers to that when a general meeting elects a that when a general meeting elects a director or supervisor, the number of director or supervisor, the number of voting rights attached to each share is the voting rights attached to each share is the same as the number of directors or same as the number of directors or supervisors to be elected, and that the supervisors to be elected, and that the voting rights held by a shareholder may voting rights held by a shareholder may be exercised collectively, i.e. the voting be exercised collectively, i.e. the voting rights held by a shareholder are the rights held by a shareholder are the product of his/her shares and the number product of his/her shares and the number of directors to be elected, and the of directors to be elected, and the shareholder may concentrate his/her shareholder may concentrate his/her voting rights on one director or voting rights on one director or supervisor candidate or distribute his/her supervisor candidate or distribute his/her voting rights among several director or voting rights among several director or supervisor candidates, and the general supervisor candidates, and the general meeting determines which candidate is meeting determines which candidate is elected based on the voting result. elected based on the voting result.

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APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. (II) Controlling shareholders refer to, (II) Controlling shareholders refer to, according to Article 216 of the Company according to Article 216 of the Company Law of the People’s Republic of China, Law of the People’s Republic of China, those shareholders whose capital those shareholders whose capital contribution accounts for more than 50% contribution accounts for more than 50% of the total capital of a limited liability of the total capital of a limited liability company or whose shares account for company or whose shares account for more than 50% of the total shares of a more than 50% of the total shares of a joint stock company, and those joint stock company, and those shareholders who fail to meet the above shareholders who fail to meet the above requirements on capital contribution and requirements on capital contribution and shareholding but whose voting rights shareholding but whose voting rights represented by their capital contribution represented by their capital contribution or shareholding have a material influence or shareholding have a material influence on the resolutions of the board of on the resolutions of the board of shareholders and general meetings. shareholders and general meetings.

Substantial shareholders refer to the shareholders who hold or control 5% or more shares or voting rights of the Bank or whose total capital or shareholding is less than 5% but have a major impact on the business operations of the Bank. The aforesaid “major impact” includes but is not limited to dispatching directors, supervisors or senior managers to the Bank, affecting the financial and business management decision-making of the Bank via agreements or by other means, and other circumstances identified by the banking regulatory authorities under the State Council or its local offices.

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APPENDIX I

Existing Article No. Existing Article Revised Article No.	Revised Article
Concerted action refers to the act or fact that an investor expands the amount of voting right of shares of a company that it can control jointly with other investors by way of agreement or other arrangements. Relevant investors agreeing to act in concert shall be persons acting in concert. Ultimate beneficiary refers to a person actually entitled to the return on the Bank’s equity. (III) De facto controller refers to a person who, although is not a shareholder of the Bank, is capable of actually controlling the conduct of the Bank through investment relations, agreements or other arrangements according to Article 216 of the Company Law of the People’s Republic of China. (IV) Related party relationship refers to the relationship between the controlling shareholders, de facto controller, directors, supervisors, senior managers of the Bank and the enterprises under their direct or indirect control, and any other relationship that may lead to the transfer of interests of the Bank. According to relevant provisions of the banking regulatory authorities under the State Council, related parties of the Bank include related natural persons, legal persons or other organizations.	A major shareholder refers to a shareholder of a banking or insurance institution, meeting one of the following conditions as stipulated in the third article of the Measures for the Supervision of the Behavior of Major Shareholders of Banking and Insurance Institutions (Trial): 1. Holding more than 15% of the equity interest of an institution such as a large state-owned commercial bank, national joint-stock commercial bank, foreign- funded bank with legal person status, private bank, insurance institution, financial asset management company, financial leasing company, consumer finance company, and auto finance company; 2. Holding more than 10% of the equity interest of an institution such as a city commercial bank and rural commercial bank; 3. Actually holding the largest portion of the equity interest in a banking or insurance institution, with a shareholding of no less than 5% (including shareholders who hold the same number of shares); 4. Nominating two or more directors; 5. Exerting controlling influence on a banking or insurance institution’s operation and management in the view of the board of the banking or insurance institution;

Existing
Article
No.
Existing Article
Revised
Article
No.

Revised Article

Concerted action refers to the act or fact
that an investor expands the amount of
voting right of shares of a company that it
can control jointly with other investors
by
way
of
agreement
or
other
arrangements.
Relevant
investors
agreeing to act in concert shall be persons
acting in concert.
Ultimate beneficiary refers to a person
actually entitled to the return on the
Bank’s equity.
(III) De facto controller refers to a person
who, although is not a shareholder of the
Bank, is capable of actually controlling
the
conduct
of
the
Bank
through
investment relations, agreements or other
arrangements according to Article 216 of
the
Company
Law
of
the
People’s
Republic of China.
(IV) Related party relationship refers to
the relationship between the controlling
shareholders,
de
facto
controller,
directors, supervisors, senior managers of
the Bank and the enterprises under their
direct or indirect control, and any other
relationship that may lead to the transfer
of interests of the Bank.
According to relevant provisions of the
banking regulatory authorities under the
State Council, related parties of the Bank
include related natural persons, legal
persons or other organizations.

A
major
shareholder
refers
to
a
shareholder of a banking or insurance
institution,
meeting
one
of
the
following conditions as stipulated in
the third article of the Measures for the
Supervision of the Behavior of Major
Shareholders
of
Banking
and
Insurance Institutions (Trial):
1. Holding more than 15% of the
equity interest of an institution such as
a large state-owned commercial bank,
national joint-stock commercial bank,
foreign- funded bank with legal person
status,
private
bank,
insurance
institution, financial asset management
company, financial leasing company,
consumer finance company, and auto
finance company;
2. Holding more than 10% of the
equity interest of an institution such as
a city commercial bank and rural
commercial bank;
3. Actually holding the largest portion
of the equity interest in a banking or
insurance
institution,
with
a
shareholding
of
no
less
than
5%
(including shareholders who hold the
same number of shares);
4. Nominating two or more directors;
5. Exerting controlling influence on a
banking
or
insurance
institution’s
operation and management in the view
of
the
board
of
the
banking
or
insurance institution;

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APPENDIX I

Existing Article No. Existing Article Revised Article No.	Revised Article
The related natural persons of the Bank include: 1. the insiders of the Bank; 2. the major natural person shareholders of the Bank; 3. the close relatives of the insiders and major natural person shareholders of the Bank; 4. the natural person controlling shareholders, directors and major	6. Other circumstances identified by the China Banking and Insurance Regulatory Commission (hereinafter referred to as the CBIRC) or its local offices. The shareholding of a shareholder and its related parties and persons acting in concert shall be calculated on a consolidated basis. If the total shareholding meets the above requirements, the shareholder concerned is managed as a major shareholder.

Existing
Article
No.
Existing Article
Revised
Article
No.

Revised Article

The related natural persons of the Bank
include:
1. the insiders of the Bank;
2. the major natural person shareholders
of the Bank;
3. the close relatives of the insiders and
major natural person shareholders of the
Bank;
4.
the
natural
person
controlling
shareholders,
directors
and
major

6. Other circumstances identified by
the
China
Banking
and
Insurance
Regulatory Commission (hereinafter
referred to as the CBIRC) or its local
offices.
The shareholding of a shareholder and
its related parties and persons acting in
concert
shall
be
calculated
on
a
consolidated
basis.
If
the
total
shareholding
meets
the
above
requirements,
the
shareholder
concerned is managed as a major
shareholder.

the natural person controlling shareholders, directors and major managerial personnel of the related legal persons or other organizations of the Bank. The “related legal persons or other organizations” as mentioned herein do not include the legal persons or other organizations that are directly, indirectly or jointly controlled by, or may be greatly influenced by the Bank’s insiders, major natural person shareholders and their close relatives;

Ultimate beneficiary refers to a person actually entitled to the return on the Bank’s equity.

persons acting in concert and ultimate beneficiaries of the substantial shareholders of the Bank and their related parties; and

(III) De facto controller refers to a person who, although is not a shareholder of the Bank, is capable of actually controlling the conduct of the Bank through investment relations, agreements or other arrangements according to Article 216 of the Company Law of the People’s Republic of China.

other natural persons that have an important influence on the Bank.

The insiders of the Bank include the Bank’s directors, the senior managers of the head office and branches, and other persons who have the right to decide or participate in the Bank’s credit extension and transfer of assets.

(IV) Related party relationship refers to the relationship between the controlling shareholders, de facto controller, directors, supervisors, senior managers of the Bank and the enterprises under their direct or indirect control, and any other relationship that may lead to the transfer of interests of the Bank.

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APPENDIX I

Existing Article No. Existing Article Revised Article No.	Revised Article
The major natural person shareholders of the Bank refer to the natural person shareholders who hold or control 5% or more of the shares or voting rights of the Bank. The shares or voting rights held or controlled by the close relatives of the natural person shareholders and the shares or voting rights held or controlled by these natural person shareholders shall be calculated in a consolidated way. The close relatives include the parents, spouses, brothers and sisters and their spouses, adult sons and daughters and their spouses, the spouses’ parents, the spouses’ brothers and sisters and their spouses, the brothers and sisters of the parents and their spouses, adult sons and daughters of the brothers and sisters of the parents and their spouses. The related legal persons or other organizations of the Bank include: 1. the major non-natural person shareholders of the Bank; 2. the legal persons or other organizations directly or indirectly controlled, together with the Bank, by the same enterprise; 3. the legal persons or other organizations that are directly, indirectly or jointly controlled by, or may be greatly influenced by the Bank’s insiders and major natural person shareholders and their close relatives; 4. the controlling shareholders, de facto controllers, persons acting in concert and ultimate beneficiaries of the substantial shareholders of the Bank and their related parties;	~~According to relevant provisions of the~~ ~~banking regulatory authorities under the~~ ~~State Council, related parties of the Bank~~ ~~include related natural persons, legal~~ ~~persons or other organizations.~~ ~~The related natural persons of the Bank~~ ~~include:~~ ~~1. the insiders of the Bank;~~ ~~2. the major natural person shareholders~~ ~~of the Bank;~~ ~~3. the close relatives of the insiders and~~ ~~major natural person shareholders of the~~ ~~Bank;~~ ~~4.~~ ~~the~~ ~~natural~~ ~~person~~ ~~controlling~~ ~~shareholders,~~ ~~directors~~ ~~and~~ ~~major~~ ~~managerial personnel of the related legal~~ ~~persons or other organizations of the~~ ~~Bank. The “related legal persons or other~~ ~~organizations” as mentioned herein do~~ ~~not include the legal persons or other~~ ~~organizations that are directly, indirectly~~ ~~or jointly controlled by, or may be greatly~~ ~~influenced by the Bank’s insiders, major~~ ~~natural person shareholders and their~~ ~~close relatives;~~ ~~5. persons acting in concert and ultimate~~ ~~beneficiaries~~ ~~of~~ ~~the~~ ~~substantial~~ ~~shareholders of the Bank and their related~~ ~~parties; and~~ ~~6. other natural persons that have an~~ ~~important influence on the Bank.~~ ~~The insiders of the Bank include the~~ ~~Bank’s directors, the senior managers of~~ ~~the head office and branches, and other~~ ~~persons who have the right to decide or~~ ~~participate in the Bank’s credit extension~~ ~~andtransferofassets~~

Existing
Article
No.
Existing Article
Revised
Article
No.

Revised Article

The major natural person shareholders of
the Bank refer to the natural person
shareholders who hold or control 5% or
more of the shares or voting rights of the
Bank. The shares or voting rights held or
controlled by the close relatives of the
natural
person
shareholders
and
the
shares or voting rights held or controlled
by these natural person shareholders shall
be calculated in a consolidated way.
The close relatives include the parents,
spouses, brothers and sisters and their
spouses, adult sons and daughters and
their spouses, the spouses’ parents, the
spouses’ brothers and sisters and their
spouses, the brothers and sisters of the
parents and their spouses, adult sons and
daughters of the brothers and sisters of
the parents and their spouses.
The
related
legal
persons
or
other
organizations of the Bank include:
1.
the
major
non-natural
person
shareholders of the Bank;
2.
the
legal
persons
or
other
organizations
directly
or
indirectly
controlled, together with the Bank, by the
same enterprise;
3.
the
legal
persons
or
other
organizations that are directly, indirectly
or jointly controlled by, or may be greatly
influenced by the Bank’s insiders and
major natural person shareholders and
their close relatives;
4. the controlling shareholders, de facto
controllers, persons acting in concert and
ultimate beneficiaries of the substantial
shareholders of the Bank and their related
parties;

~~According to relevant provisions of the~~
~~banking regulatory authorities under the~~
~~State Council, related parties of the Bank~~
~~include related natural persons, legal~~
~~persons or other organizations.~~
~~The related natural persons of the Bank~~
~~include:~~
~~1. the insiders of the Bank;~~
~~2. the major natural person shareholders~~
~~of the Bank;~~
~~3. the close relatives of the insiders and~~
~~major natural person shareholders of the~~
~~Bank;~~
~~4.~~
~~the~~
~~natural~~
~~person~~
~~controlling~~
~~shareholders,~~
~~directors~~
~~and~~
~~major~~
~~managerial personnel of the related legal~~
~~persons or other organizations of the~~
~~Bank. The “related legal persons or other~~
~~organizations” as mentioned herein do~~
~~not include the legal persons or other~~
~~organizations that are directly, indirectly~~
~~or jointly controlled by, or may be greatly~~
~~influenced by the Bank’s insiders, major~~
~~natural person shareholders and their~~
~~close relatives;~~
~~5. persons acting in concert and ultimate~~
~~beneficiaries~~
~~of~~
~~the~~
~~substantial~~
~~shareholders of the Bank and their related~~
~~parties; and~~
~~6. other natural persons that have an~~
~~important influence on the Bank.~~
~~The insiders of the Bank include the~~
~~Bank’s directors, the senior managers of~~
~~the head office and branches, and other~~
~~persons who have the right to decide or~~
~~participate in the Bank’s credit extension~~
~~andtransferofassets~~

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APPENDIX I

Existing Revised Article Existing Article Article Revised Article No. No. 5. other legal persons or organizations ~~The major natural person shareholders of~~ that directly, indirectly or jointly control ~~the Bank refer to the natural person~~ the Bank, or may have an important ~~shareholders who hold or control 5% or~~ influence on the Bank. ~~more of the shares or voting rights of the Bank. The shares or voting rights held or~~ The major non-natural person ~~controlled by the close relatives of the~~ shareholders of the Bank refer to the ~~natural person shareholders and the~~ non-natural person shareholders who are ~~shares or voting rights held or controlled~~ able to directly, indirectly or jointly hold ~~by these natural person shareholders shall~~ or control 5% or more of the shares or ~~be calculated in a consolidated way.~~

The major non-natural person shareholders of the Bank refer to the non-natural person shareholders who are able to directly, indirectly or jointly hold or control 5% or more of the shares or voting rights of the Bank.

~~The close relatives include the parents, spouses, brothers and sisters and their spouses, adult sons and daughters and their spouses, the spouses’ parents, the spouses’ brothers and sisters and their spouses, the brothers and sisters of the parents and their spouses, adult sons and daughters of the brothers and sisters of the parents and their spouses.~~

There should be no related party relationship between state-controlled enterprises solely because they are under the common control of the State. (V) Significant investment refers to any single equity investment business or fixed asset purchase business subject to the approval by the general meeting or the Board with amount exceeding 10% of the net assets of the Bank at the end of the previous year; significant asset disposal refers to any single nonperforming asset disposal and write-off business or any fixed asset disposal with amount exceeding 10% of the net assets of the Bank at the end of the previous year; significant equity change refers to the change of more than 5% equity of a single shareholder and related parties.

~~The related legal persons or other organizations of the Bank include: 1. the major non-natural person shareholders of the Bank;~~

~~2. the legal persons or other organizations directly or indirectly controlled, together with the Bank, by the same enterprise; 3. the legal persons or other organizations that are directly, indirectly or jointly controlled by, or may be greatly influenced by the Bank’s insiders and major natural person shareholders and their close relatives;~~

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APPENDIX I

Existing			Revised
Article	Existing	Article	Article	Revised Article
No.			No.
				~~4. the controlling shareholders, de facto~~
				~~controllers, persons acting in concert and~~
				~~ultimate beneficiaries of the substantial~~
				~~shareholders of the Bank and their related~~
				~~parties;~~
				~~5. other legal persons or organizations~~
				~~that directly, indirectly or jointly control~~
				~~the Bank, or may have an important~~
				~~influence on the Bank.~~
				~~The~~ ~~major~~ ~~non-natural~~ ~~person~~
				~~shareholders of the Bank refer to the~~
				~~non-natural person shareholders who are~~
				~~able to directly, indirectly or jointly hold~~
				~~or control 5% or more of the shares or~~
				~~voting rights of the Bank.~~
				~~There~~ ~~should~~ ~~be~~ ~~no~~ ~~related~~ ~~party~~
				~~relationship~~ ~~between~~ ~~state-controlled~~
				~~enterprises solely because they are under~~
				~~the common control of the State.~~
				(V) The close relatives refer to the
				spouse, parents, adult children and
				siblings.
				(VI) The other closely related family
				members refer to parents of the spouse,
				the spouse of children, the spouse of
				siblings, siblings of the spouse, and
				other family members who may be
				transferred, in addition to the spouse,
				parents, adult children and siblings.

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APPENDIX I

Existing								Revised
Article			Existing		Article			Article	Revised Article
No.								No.
									(VII) Significant investment refers to any
									single equity investment business or
									fixed asset purchase business subject to
									the approval by the general meeting or
									the Board with amount exceeding 10% of
									the net assets of the Bank at the end of
									the previous year; significant asset
									disposal refers to any single non-
									performing asset disposal and write-off
									business or any fixed asset disposal with
									amount exceeding 10% of the net assets
									of the Bank at the end of the previous
									year; significant equity change refers to
									the change of more than 5% equity of a
									single shareholder and related parties.
									(VIII) The on-site meeting refers to a
									meeting held by means of on-site,
									video, telephone, etc., which ensures
									immediate communication and
									discussion among participants.
									(IX) Circulation of written resolution
									refers to a meeting method in which
									resolutions are made on proposals
									through separate delivery for
									deliberation or circulation for
									deliberation.
Article	The	Articles		shall	be	executed	in	Article	The Articles shall be executed in
351	Chinese.		Where		the	articles	of	357	Chinese. Where the articles of
	association in			any	other	language	or		association in any other language or
	version disagree with the Articles,						the		version disagree with the Articles, the
	Chinese version of				the Articles latest				Chinese version of the Articles latest
	registered		and	filed by the Luzhou City					registered and filed by the Luzhou City
	Administration			for Industry & Commerce					Administration for Market Regulation
	shall	prevail.							~~Industry & Commerce ~~shall prevail.

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APPENDIX I

Existing			Revised
Article	Existing Article		Article	Revised Article
No.			No.
Article	The Articles shall come into effect and be		Article	The Articles shall come into effect and be
355	implemented from the date of adoption at the general meeting, approval by the		361	implemented from the date of consideration and ~~adoption~~ approval at
	banking regulatory authorities under the			the general meeting, and approval by the
	State Council and the listing of H Shares			banking regulatory authorities under the
	involved in the public offering of the			State Council ~~and the listing of H Shares~~
	Bank on the Hong Kong Stock Exchange.			~~involved in the public offering of the~~
	The original Articles of	Association of		~~Bank on the Hong Kong Stock Exchange~~.
	the Bank shall become null and void on			The original Articles of Association of
	the date the Articles enter into effect.			the Bank shall become null and void on
				the date the Articles enter into effect.

Notes: (1) Since the proposed amendments to the Articles of Association involve adding or deleting articles and adjusting the serial numbers of the articles, the serial numbers involved in the relevant chapters, articles, and cross-references of the Articles of Association are also adjusted accordingly, and will not be stated separately. Save for the amendments above, other articles of the Articles of Association remain unchanged.
(2) The proposed amendments to the Articles of Association are prepared in Chinese and the English version is therefore a translation only. In the event of any discrepancy between the English translation and the Chinese version of the Articles of Association, the Chinese version shall prevail.

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APPENDIX II

Existing Revised Article Existing Article Article Revised Article No. No. Article To further improve the method of Article To further improve the method of 1 deliberation and voting procedures of the 1 deliberation and voting procedures of the Shareholders’ general meeting of Luzhou Shareholders’ general meeting of Luzhou City Commercial Bank Co., Ltd. ~~City Commercial~~ Bank Co., Ltd. (hereinafter referred to as “the Bank”), (hereinafter referred to as “the Bank”), urge the Shareholders and Shareholders’ urge the Shareholders and Shareholders’ general meeting to effectively perform general meeting to effectively perform duties and improve the corporate duties and improve the corporate governance structure of the Bank, these governance structure of the Bank, these Rules are formulated pursuant to the Rules are formulated pursuant to the Company Law of the People’s Republic Company Law of the People’s Republic of China (hereinafter referred to as of China (hereinafter referred to as “Company Law”), Law on Commercial “Company Law”), Law on Commercial Banks of the People’s Republic of China Banks of the People’s Republic of China (hereinafter referred to as “Law on (hereinafter referred to as “Law on Commercial Banks”), the Interim Commercial Banks”), the Interim Measures for Management of Measures for Management of Commercial Bank Equity, the Special Commercial Bank Equity, ~~the Special~~ Regulations of the State Council on the ~~Regulations of the State Council on the~~ Overseas Offering and the Listing of ~~Overseas Offering and the Listing of~~ Shares by Joint Stock Limited ~~Shares by Joint Stock Limited~~ Companies, the Mandatory Provisions for ~~Companies, the Mandatory Provisions for~~ Articles of Association of Companies to ~~Articles of Association of Companies to~~ be Listed Overseas, Rules Governing the ~~be Listed Overseas,~~ the Trial Listing of Securities on the Stock Administrative Measures of Overseas Exchange of Hong Kong Limited Securities Offering and Listing by (hereinafter referred to as “Hong Kong Domestic Companies, Rules Governing Listing Rules”), the Guidelines on the Listing of Securities on the Stock Corporate Governance of Commercial Exchange of Hong Kong Limited Banks and the Articles of Association of (hereinafter referred to as “Hong Kong Luzhou City Commercial Bank Co., Ltd. Listing Rules”), ~~the Guidelines on~~ (applicable after listing of H Shares) ~~Corporate Governance of Commercial~~ (hereinafter referred to as “the Articles of ~~Banks,~~ the Code of Corporate Association”). Governance of Banking and Insurance Institutions and the Articles of Association of Luzhou ~~City Commercial~~ Bank Co., Ltd. ~~(applicable after listing of H Shares)~~ (hereinafter referred to as “the Articles of Association”).

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APPENDIX II

Existing Revised Article Existing Article Article Revised Article No. No. Article The Shareholders’ general meeting shall Article The Shareholders’ general meeting shall 6 be an organ of power of the Bank and 6 be an organ of power of the Bank and shall exercise the following powers in shall exercise the following powers in accordance with the law: accordance with the law: (I) to decide on the business policies and (I) to decide on the business policies and investment plans of the Bank; investment plans of the Bank; (II) to elect and replace Directors and (II) to elect and replace Directors and Supervisors who are not appointed as Supervisors who are not appointed as representatives of the employees and to representatives of the employees and to decide on the remuneration of the decide on the remuneration of the relevant Directors and Supervisors; relevant Directors and Supervisors; (III) to examine and approve reports of (III) to examine and approve reports of the Board; the Board; (IV) to examine and approve reports of (IV) to examine and approve reports of the Board of Supervisors; the Board of Supervisors; (V) to examine and approve the Bank’s (V) to examine and approve the Bank’s annual financial budgets and final annual reports, annual financial budgets accounts; and final accounts; (VI) to examine and approve the Bank’s (VI) to examine and approve the Bank’s profit distribution plan and loss recovery profit distribution plan and loss recovery plan; plan; (VII) to resolve on the increase or (VII) to resolve on the increase or reduction in the Bank’s registered reduction in the Bank’s registered capital; capital; (VIII) to resolve on the issuance of bonds (VIII) to resolve on the issuance of bonds or other securities or listing of the Bank; or other securities or listing of the Bank; (IX) to resolve on the merger, division, (IX) to resolve on the merger, division, dissolution, liquidation or change in dissolution, liquidation or change in corporate form of the Bank; corporate form of the Bank; (X) to amend the Articles of Association; (X) to amend the Articles of Association; (XI) to examine and approve the report of (XI) to examine and approve the report of evaluation by the Board of Supervisors evaluation by the Board of Supervisors on the Directors and by the independent on the Directors and by the independent Directors on each other and report of Directors on each other and report of evaluation by the Board of Supervisors evaluation by the Board of Supervisors on the Supervisors and by the external on the Supervisors and by the external Supervisors on each other; Supervisors on each other;

(XI) to examine and approve the report of evaluation by the Board of Supervisors on the Directors and by the independent Directors on each other and report of evaluation by the Board of Supervisors on the Supervisors and by the external Supervisors on each other;

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APPENDIX II

Existing Revised Article Existing Article Article Revised Article No. No. (XII) to receive reports from the Board ~~(XII) to receive reports from the Board~~ on the regulatory opinions of the ~~on the regulatory opinions of the~~ financial regulators on the Bank and to ~~financial regulators on the Bank and to~~ examine the Bank’s implementation of ~~examine the Bank’s implementation of~~ rectification; ~~rectification;~~ (XIII) to examine the equity incentive ~~(XIII)~~ (XII) to examine and approve the scheme; plans for the equity incentive scheme; (XIV) to examine proposals raised by the ~~(XIV)~~ (XIII) to examine and approve Shareholders who individually or jointly proposals raised by the Shareholders who hold above 3% of the total shares of the individually or jointly hold above 3% of Bank; the total shares of the Bank;

(XIV) to examine proposals raised by the Shareholders who individually or jointly hold above 3% of the total shares of the Bank;

(XV) to examine these Rules, the Rules of Procedure of the Board of Directors and the Rules of Procedure of the Board of Supervisors; (XVI) to examine and approve the Bank’s equity investment business;

~~(XV)~~ (XIV) to examine and approve these Rules, the Rules of Procedure of the Board of Directors and the Rules of Procedure of the Board of Supervisors;

~~(XVI)~~ (XV) to examine and approve the Bank’s equity investment business;

(XVII) to examine and approve the Bank’s guarantee businesses including external guarantee and letter of guarantee;

(XVI) to examine and approve matters relating to the purchase or sale of major assets or guarantees by the Bank within one year;

(XVIII) to examine and approve the Bank’s purchase of fixed assets;

(XIX) to examine and approve the Bank’s disposal and write-off of non-performing assets;

(XX) to examine and approve the Bank’s asset mortgage business;

(XXI) to examine and approve the application of the Bank’s holding or joint-stock companies for the Bank to recommend candidates and other voting matters (excluding equity investment);

(XVII) to examine and approve the Bank’s guarantee businesses including external guarantee and letter of guarantee;

(XVIII) to examine and approve the Bank’s purchase of fixed assets;

(XIX) to examine and approve the Bank’s disposal and write-off of non-performing assets;

(XX) to examine and approve the Bank’s asset mortgage business;

(XXI) to examine and approve the application of the Bank’s holding or joint-stock companies for the Bank to recommend candidates and other voting matters (excluding equity investment);

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APPENDIX II

Existing Revised Article Existing Article Article Revised Article No. No. (XXII) to examine and approve matters (XXII) to examine and approve matters relating to the changes in the use of relating to the changes in the use of proceeds; proceeds; (XXIII) to resolve on the engagement, (XXIII) to resolve on the engagement ~~,~~ dismissal or non-renewal of the ~~dismissal or non-renewal of the~~ accounting firm of the Bank; ~~accounting firm of the Bank~~ or dismissal of accounting firms of the Bank that (XXIV) to examine other issues which conduct regular statutory audit on the should be decided by the Shareholders’ Bank’s financial reports; general meeting as stipulated by the relevant laws, administrative regulations, (XXIV) to examine the purchase of the other rules, Hong Kong Listing Rules, Bank’s shares by the Bank; provisions of the securities regulatory authorities in the locality where the ~~(XXIV)~~ (XXV) to examine other issues securities of the Bank are listed or the which should be decided by the Articles of Association and other internal Shareholders’ general meeting as rules. stipulated by the relevant laws, administrative regulations, other rules, The aforesaid matters within the powers Hong Kong Listing Rules, provisions of of the Shareholders’ general meeting the securities regulatory authorities in the shall be considered and approved by the locality where the securities of the Bank Shareholders’ general meeting. Provided are listed or the Articles of Association that in necessary and lawful and other internal rules. circumstances, the Shareholders’ general meeting may authorize the Board to The aforesaid matters within the powers decide. The authorization shall be clear of the Shareholders’ general meeting and specific in content. shall be considered and approved by the

The aforesaid matters within the powers of the Shareholders’ general meeting shall be considered and approved by the Shareholders’ general meeting. Provided that in necessary and lawful circumstances, the Shareholders’ general meeting may authorize the Board to decide , unless the Company Law and the Code of Corporate Governance of Banking and Insurance Institutions stipulate that the powers of the Shareholders’ general meeting shall not be delegated to the Board . The authorization shall be clear and specific in content.

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APPENDIX II

Existing Revised Article Existing Article Article Revised Article No. No. With regard to an authorization granted With regard to an authorization granted by a Shareholders’ general meeting to the by a Shareholders’ general meeting to the Board, if the matter should be approved Board, if the matter should be approved by the Shareholders’ general meeting via by the Shareholders’ general meeting via an ordinary resolution according to the an ordinary resolution according to the Articles of Association, it shall be passed Articles of Association, it shall be passed by votes representing two-thirds of the by votes representing two-thirds of the voting rights held by the Shareholders voting rights held by the Shareholders (including their proxies) present at the (including their proxies) present at the meeting; and if the matter should be meeting; and if the matter should be approved by the Shareholders’ general approved by the Shareholders’ general meeting via a special resolution meeting via a special resolution according to the Articles of Association, according to the Articles of Association, it shall be passed by votes representing it shall be passed by votes representing more than two-thirds of the voting rights more than two-thirds of the voting rights held by the Shareholders (including their held by the Shareholders (including their proxies) present at the meeting. proxies) present at the meeting. Article Shareholders’ general meetings shall be Article Shareholders’ general meetings shall be 7 convened by the Board. There are two 7 convened by the Board. There are two types of Shareholders’ general meetings: types of Shareholders’ general meetings: annual general meetings and annual general meetings and extraordinary general meetings. The extraordinary general meetings. The annual general meeting shall be held once annual general meeting shall be held once a year within six (6) months after the a year within six (6) months after the previous financial year end. The previous financial year end. The extraordinary general meeting shall be extraordinary general meeting shall be convened on an irregular basis. convened on an irregular basis.

If the annual general meeting needs to be postponed for special reasons, a report shall be made to the banking regulatory authorities under the State Council at the location of the Bank and reasons for postponement shall be given.

The Board shall convene an extraordinary general meeting within two (2) months from the date of occurrence of any of the following events:

(I) the number of Directors is less than the minimum number required by the Company Law or less than two-thirds of the number stipulated in the Articles of Association;

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APPENDIX II

Existing Revised Article Existing Article Article Revised Article No. No. (II) the outstanding loss of the Bank (II) the outstanding loss of the Bank reaches one-third of the Bank’s total reaches one-third of the Bank’s total paid-in share capital; paid-in share capital; (III) shareholders who individually or (III) shareholders who individually or jointly hold above 10% of the voting jointly hold above 10% of the voting shares of the Bank have requested to shares of the Bank have requested to convene the meeting in writing; convene the meeting in writing; (IV) the Board deems it necessary to (IV) the Board deems it necessary to convene the meeting; convene the meeting; (V) the Board of Supervisors proposes to (V) the Board of Supervisors proposes to convene the meeting; convene the meeting; (VI) above half of the independent (VI) above half and no less than two of Directors propose to convene the the independent Directors propose to meeting; convene the meeting; (VII) the chairman of the Board or the (VII) the chairman of the Board or the President proposes to convene the President proposes to convene the meeting in special circumstances; meeting in special circumstances; (VIII) above half of the external (VIII) above half of the external Supervisors propose to convene the Supervisors propose to convene the meeting (if there are only two external meeting (if there are only two external Supervisors, then the two external Supervisors, then the two external Supervisors unanimously propose to Supervisors unanimously propose to convene); convene);

(IX) any other circumstances as (IX) any other circumstances as stipulated by the laws, administrative stipulated by the laws, administrative regulations, other rules or the Articles of regulations, other rules or the Articles of Association. Association. Regarding the circumstance in (II) above, Regarding the circumstance in (II) above, the time limit for convening an the time limit for convening an extraordinary general meeting shall start extraordinary general meeting shall start from the date when the Bank knows from the date when the Bank knows about the occurrence of the circumstance. about the occurrence of the circumstance.

Regarding the circumstance in (II) above, Regarding the circumstance in (II) above, the time limit for convening an the time limit for convening an extraordinary general meeting shall start extraordinary general meeting shall start from the date when the Bank knows from the date when the Bank knows about the occurrence of the circumstance. about the occurrence of the circumstance. The number of shares held in (III) above The number of shares held in (III) above shall be calculated on the date of the shall be calculated on the date of the Shareholders’ written request. Shareholders’ written request.

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APPENDIX II

Existing Article No. Existing Article Revised Article No.	Existing Article No. Existing Article Revised Article No.	Existing Article No. Existing Article Revised Article No.
Article 10 An extraordinary general meeting may be held upon proposal by more than half of the independent Directors to the Board. Regarding the proposal of the independent Directors to hold an extraordinary general meeting, the Board shall, pursuant to laws, administrative regulations and the Articles of Association, give a written reply on whether or not to hold the extraordinary general meeting within 10 days after receipt of the proposal. Where the Board agrees to hold the extraordinary general meeting, it shall serve a notice of such meeting within 5 days after the resolution is made by the Board. Where the Board does not agree to hold the extraordinary general meeting, it shall give the reasons. —
	~~sa~~	~~gve e ~~
Article 18 The conveners shall issue a written notice, 45 days prior to the date of the Shareholders’ general meeting, to all Shareholders whose names appear on the share register, stating the matters to be considered at the meeting, and the date and venue of the meeting. Shareholders who wish to attend the Shareholders’ general meeting shall provide a written reply of attendance to the Bank 20 days before the Shareholders’ general meeting is convened. Article 17

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURE OF THE SHAREHOLDERS’ GENERAL MEETING

APPENDIX II

Existing Revised Article Existing Article Article Revised Article No. No. Article The Bank shall calculate the proportion Article The Bank shall calculate the proportion 19 of voting shares held by Shareholders 18 of voting shares held by Shareholders who wish to attend the meeting based on who wish to attend the meeting based on the written replies received 20 days the written replies received ~~20~~ 10 days before the Shareholders’ general meeting. before the Shareholders’ general meeting. Where the proportion of voting shares Where the proportion of voting shares held by Shareholders who wish to attend held by Shareholders who wish to attend the meeting reaches above a half of the the meeting reaches above a half of the total voting shares of the Bank, the Bank total voting shares of the Bank, the Bank will convene the Shareholders’ general will convene the Shareholders’ general meeting. If this threshold is not met, the meeting. If this threshold is not met, the Bank shall inform the Shareholders Bank shall inform the Shareholders within 5 days via an announcement within 5 days via an announcement stipulating the matters to be considered stipulating the matters to be considered and the venue and date of the meeting. and the venue and date of the meeting. Once this announcement is made, the Once this announcement is made, the Bank may then proceed to convene the Bank may then proceed to convene the Shareholders’ general meeting. Shareholders’ general meeting. An extraordinary general meeting shall An extraordinary general meeting shall not resolve on matters not specified in the not resolve on matters not specified in the notice. notice. Article Unless otherwise stipulated by the laws, Article Unless otherwise stipulated by the laws, 21 regulations, the provisions of the relevant 20 regulations, the provisions of the relevant regulatory authorities as well as the regulatory authorities as well as the Articles of Association, the notice of a Articles of Association, the notice of a Shareholders’ general meeting shall be Shareholders’ general meeting shall be delivered by hand or prepaid mail to all delivered by hand or prepaid mail to all Shareholders (regardless of whether they Shareholders (regardless of whether they have voting rights at the Shareholders’ have voting rights at the Shareholders’ general meeting). The address of the general meeting). The address of the recipients shall be the address on the recipients shall be the address on the share register. For holders of domestic share register. For holders of domestic shares, notices of a Shareholders’ general shares, notices of a Shareholders’ general meeting may be in the form of an meeting may be in the form of an announcement. announcement.

The aforesaid announcement shall be published in one or more newspapers specified by the securities regulatory authorities under the State Council between the forty-five (45) to fifty (50) days interval prior to the date when the meeting is convened. All holders of domestic shares shall be deemed as having been notified of the forthcoming Shareholders’ general meeting once the announcement is published.

The aforesaid announcement shall be published in one or more newspapers specified by the securities regulatory authorities under the State Council between the ~~forty-five (45)~~ twenty (20) to ~~fifty (50)~~ twenty-five (25) days interval prior to the date when the meeting is convened. All holders of domestic shares shall be deemed as having been notified of the forthcoming Shareholders’ general meeting once the announcement is published.

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APPENDIX II

Existing Revised Article Existing Article Article Revised Article No. No. Article Notices of Shareholders’ general Article Notices of Shareholders’ general 22 meeting, material or written statements 21 meeting, material or written statements issued to holders of overseas listed issued to holders of overseas listed foreign shares shall be served 45 days foreign shares shall be served ~~45 days~~ prior to the meetings in any of the ~~prior to the meetings~~ in any of the following ways: following ways according to the notification time provisions under (I) delivered to each holder of overseas Article 17 of these Rules : listed foreign shares by hand or mail according to the registered address (I) delivered to each holder of overseas thereof; listed foreign shares by hand or mail according to the registered address (II) published on websites designated by thereof; the securities regulatory authorities or stock exchanges in the place where the (II) published on websites designated by securities of the Bank are listed in the securities regulatory authorities or compliance with applicable laws, stock exchanges in the place where the administrative regulations and relevant securities of the Bank are listed in listing rules; compliance with applicable laws, administrative regulations and relevant (III) issued according to other listing rules; requirements of the stock exchange and listing rules in the place where the (III) issued according to other securities of the Bank are listed. requirements of the stock exchange and listing rules in the place where the securities of the Bank are listed. Article The method and procedure for Article The method and procedure for 25 nominating Directors and Supervisors of 24 nominating Directors and Supervisors of the Bank are: the Bank are: (I) Regarding Directors and Supervisors (I) Regarding Directors and Supervisors elected and replaced at the Shareholders’ elected and replaced at the Shareholders’ general meeting, the preceding Board and general meeting, the preceding Board and the Board of Supervisors may the Board of Supervisors may respectively nominate candidates for respectively nominate candidates for Directors and Supervisors according to Directors and Supervisors according to the number of Directors and Supervisors the number of Directors and Supervisors to be elected to the extent of the number to be elected to the extent of the number specified by the Articles of Association; specified by the Articles of Association; Shareholders individually or jointly Shareholders individually or jointly holding above 3% of the Bank’s total holding above 3% of the Bank’s total shares in issue with voting rights may shares in issue with voting rights may nominate candidates for Directors or nominate candidates for Directors or Supervisors to the Board, Board of Supervisors to the Board, Board of Supervisors or other convenor of the Supervisors or other convenor of the Shareholders’ general meeting, but the Shareholders’ general meeting, and the number of nominees shall comply with nomination and remuneration the Articles of Association and shall not committee of the Board shall have the exceed the number of Directors or right to nominate candidates for non- Supervisors to be elected. independent Directors, but the number of nominees shall comply with the Articles of Association and shall not exceed the number of Directors or Supervisors to be elected.

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APPENDIX II

Existing Revised Article Existing Article Article Revised Article No. No. Candidates for employee Directors shall Candidates for employee Directors be elected through democratic election at (Supervisors) shall be elected through the employee representative meeting of democratic election at the employee the Bank. representative meeting of the Bank. (II) The nomination and remuneration (II) The nomination and remuneration committee of the Board and the committee of the Board and the nomination committee of the Board of nomination committee of the Board of Supervisors shall make preliminary Supervisors shall make preliminary examination on the qualifications and examination on the qualifications and conditions of the Director or Supervisor conditions of the Director or Supervisor candidates, and submit the qualified candidates, and submit the qualified candidates to the Board or the Board of candidates to the Board or the Board of Supervisors for consideration. Upon Supervisors for consideration. Upon approval by the Board or the Board of approval by the Board or the Board of Supervisors, the resume and basic Supervisors, the resume and basic information of the Director or Supervisor information of the Director or Supervisor candidates shall be submitted as a written candidates shall be submitted as a written proposal to the Shareholders’ general proposal to the Shareholders’ general meeting. meeting. (III) The Director or Supervisor (III) The Director or Supervisor candidates shall prior to the candidates shall prior to the Shareholders’ general meeting provide Shareholders’ general meeting provide written undertakings that they accept the written undertakings that they accept the nominations, that the information nominations, that the information announced about them is true and announced about them is true and adequate, and that they will diligently adequate, and that they will diligently fulfil the duties as Director or Supervisor fulfil the duties as Director or Supervisor if elected. if elected. (IV) In the event of a temporary vacancy (IV) In the event of a temporary vacancy of Director or Supervisor, the Board or of Director or Supervisor, the Board or the Board of Supervisors shall propose a the Board of Supervisors shall propose a list of Director or Supervisor candidates list of Director or Supervisor candidates for the Shareholders’ general meeting to for the Shareholders’ general meeting to elect or replace. elect or replace.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURE OF THE SHAREHOLDERS’ GENERAL MEETING

APPENDIX II

Existing		Revised
Article	Existing Article	Article	Revised Article
No.		No.
	The Board, the Board of Supervisors or		~~The Board, the Board of Supervisors or~~
	Shareholders individually or jointly		Shareholders individually or jointly
	holding above 1% of the Bank’s shares in		holding above 1% of the Bank’s total
	issue may nominate one candidate for		shares in issue with voting rights, the
	independent Director to the Board or		Board, the nomination and
	other convenor of the Shareholders’		remuneration committee of the Board
	general meeting, which or who shall organize the list of candidates for independent Director into a written		or the Board of Supervisors of the Bank, may nominate ~~one ~~candidates for independent Director, ~~to~~ and the Board
	proposal within ten days after receipt of		or other convenor of the Shareholders’
	the list and submit the proposal to the		general meeting~~, which or who ~~shall
	Shareholders’ general meeting for voting.		organize the list of candidates for
			independent Director into a written
	A Shareholder and connected		proposal within ten days after receipt of
	Shareholder may only nominate either		the list and submit the proposal to the
	one candidate for independent Director		Shareholders’ general meeting for voting.
	or one candidate for external Supervisor
	at one time. Shareholders who have		A Shareholder and connected
	nominated candidates for Directors shall		Shareholder may only nominate either
	not nominate candidates for independent		one candidate for independent Director
	Directors.		or one candidate for external Supervisor
			at one time. Shareholders who have
			nominated candidates for non-
			independent Directors and his/her
			connected parties shall not nominate
			candidates for independent Directors.

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APPENDIX II

Existing Revised Article Existing Article Article Revised Article No. No. Article A Shareholder or his/her connected party Article A Shareholder or his/her connected party 26 shall not nominate candidates for 25 shall not nominate candidates for Directors and Supervisors to the Directors and Supervisors to the Shareholders’ general meeting at the Shareholders’ general meeting at the same time. Where a candidate for same time. Where a candidate for Director (Supervisor) nominated by a Director (Supervisor) nominated by a Shareholder or his/her connected party is Shareholder or his/her connected party is approved to sit on the Board or the Board approved to sit on the Board or the Board of Supervisors, the Shareholder or his/her of Supervisors, the Shareholder or his/her connected party shall not nominate any connected party shall not nominate any candidate for Director (Supervisor) until candidate for Director (Supervisor) until the term of office of the said Director the term of office of the said Director (Supervisor) expires. Generally, the (Supervisor) expires. Generally, the number of candidates for Directors or number of candidates for Directors or Supervisors nominated by a Shareholder Supervisors nominated by a Shareholder or his/her connected party shall not or his/her connected party shall not exceed one third of the number of exceed one third of the number of members of the Board or the Board of members of the Board or the Board of Supervisors, except as otherwise Supervisors ; the nomination committee prescribed by laws, administrative of the Board of Directors shall avoid regulations, departmental rules, listing being influenced by Shareholders and rules of the stock exchange where our exercise the right to nominate securities are listed. If the election of Directors independently and Directors or Supervisors is proposed to prudently, except as otherwise be discussed at a Shareholders’ general prescribed by laws, administrative meeting, the notice of such meeting shall regulations, departmental rules, listing adequately disclose the detailed rules of the stock exchange where our information of the Director or Supervisor securities are listed. If the election of candidates, which shall at least include: Directors or Supervisors is proposed to be discussed at a Shareholders’ general (I) personal particulars, including meeting, the notice of such meeting shall educational background, work adequately disclose the detailed experience, and concurrent information of the Director or Supervisor positions; candidates, which shall at least include:

(I) personal particulars, including educational background, work experience, and concurrent positions;
(II) whether he/she has any connected relation with the Bank, its Controlling Shareholders and actual controllers;
(I) personal particulars, including educational background, work experience, and concurrent positions;
(II) whether he/she has any connected relation with the Bank, its Controlling Shareholders and actual controllers;
(III) the number of shares of the Bank he/she holds;
(III) the number of shares of the Bank he/she holds;

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APPENDIX II

Existing Revised Article Existing Article Article Revised Article No. No. (IV) whether he/she has been punished (IV) whether he/she has been punished by the financial regulatory by the financial regulatory authority of the state and any other authority of the state and any other relevant authorities or reprimanded relevant authorities or reprimanded by the stock exchange; by the stock exchange; (V) information that shall be disclosed (V) information that shall be disclosed according to Hong Kong Listing according to Hong Kong Listing Rules. Rules. Subject to relevant laws, regulations and Subject to relevant laws, regulations and the Hong Kong Listing Rules, the Board the Hong Kong Listing Rules, the Board shall disclose the particulars of Director shall disclose the particulars of Director candidates to Shareholders a month prior candidates to Shareholders a month prior to the Shareholders’ general meeting to to the Shareholders’ general meeting to ensure that the Shareholders are ensure that the Shareholders are adequately informed of the candidates in adequately informed of the candidates in voting. voting. Unless a Director or Supervisor is elected Unless a Director or Supervisor is elected via the cumulative voting system, each via the cumulative voting system, each Director or Supervisor candidate shall be Director or Supervisor candidate shall be proposed via a single proposal. proposed via a single proposal. Article An individual Shareholder attending a Article An individual Shareholder attending a 31 Shareholders’ general meeting in person 30 Shareholders’ general meeting in person shall present his/her ID card or other shall present his/her ID card or other valid identity certificate or share valid identity certificate or share certificate; a proxy attending a certificate; a proxy attending a Shareholders’ general meeting on behalf Shareholders’ general meeting on behalf of an individual Shareholder shall, other of an individual Shareholder shall, other than the aforesaid material, present than the aforesaid material, present his/her valid ID card and the power of his/her valid ID card and the power of attorney of the Shareholder. attorney of the Shareholder. For a corporate Shareholder, his/her legal For a corporate Shareholder, his/her legal representative or a proxy appointed representative or a proxy appointed thereby shall attend the meeting. The thereby shall attend the meeting. The legal representative attending the legal representative attending the meeting shall present his/her ID card, meeting shall present his/her ID card, valid certificate bearing evidence of valid certificate bearing evidence of his/her qualifications as legal his/her qualifications as legal representative or share certificate; a representative or share certificate; a proxy attending the meeting on behalf of proxy attending the meeting on behalf of the legal representative shall, other than the legal representative shall, other than the aforesaid material, present his/her ID the aforesaid material, present his/her ID card and the power of attorney legally card and the power of attorney legally issued by the legal representative of the issued by the legal representative of the corporate Shareholder. corporate Shareholder.

For a corporate Shareholder, his/her legal representative or a proxy appointed thereby shall attend the meeting. The legal representative attending the meeting shall present his/her ID card, valid certificate bearing evidence of his/her qualifications as legal representative or share certificate; a proxy attending the meeting on behalf of the legal representative shall, other than the aforesaid material, present his/her ID card and the power of attorney legally issued by the legal representative of the corporate Shareholder.

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APPENDIX II

Existing Revised Article Existing Article Article Revised Article No. No. If the Shareholder is a recognized If the Shareholder is a recognized clearing house or agent thereof as defined clearing house or agent thereof as defined in the Securities and Futures Ordinance in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong), (Cap. 571 of the Laws of Hong Kong), the said Shareholder may authorize one the said Shareholder may authorize one or more persons as he/she deems or more persons as he/she deems appropriate to act on his/her behalf at any appropriate to act on his/her behalf at any Shareholders’ general meeting or class Shareholders’ general meeting or class meeting; however, where several persons meeting; however, where several persons are thus authorized, the power of attorney are thus authorized, the power of attorney shall specify the numbers and classes of shall specify the numbers and classes of shares involved by the said persons, and shares involved by the said persons, and shall be signed by an authorized shall be signed by an authorized personnel of the recognized clearing personnel of the recognized clearing house. The persons thus authorized may house. The persons thus authorized may exercise rights on behalf of the attend meetings (without presenting recognized clearing house (or agent share certificates, notarized thereof) as if the said persons were the authorizations and/or further evidence individual Shareholders of the Bank. to prove that they have been duly authorized ) and exercise rights on behalf of the recognized clearing house (or agent thereof) as if the said persons were the individual Shareholders of the Bank. Article When a connected transaction is Article When the related-party (connected) 43 considered at a Shareholders’ general 42 transactions control committee, the meeting, the connected Shareholders and Board of Directors and the their associates (as defined in the Hong Shareholders’ general meeting of the Kong Listing Rules) shall not vote, and Bank vote or make decisions on the voting shares represented by them connected transactions, personnel who shall not be counted in the total number have an interest in the related party of valid votes; the notice or transactions shall abstain from voting announcement of any resolution made at or making decisions. the Shareholders’ general meeting shall adequately disclose information relating When a connected transaction is to voting by non-connected Shareholders. considered at a Shareholders’ general

When a connected transaction is considered at a Shareholders’ general meeting, the connected Shareholders and their associates (as defined in the Hong Kong Listing Rules) shall not vote, and the voting shares represented by them shall not be counted in the total number of valid votes; the notice or announcement of any resolution made at the Shareholders’ general meeting shall adequately disclose information relating to voting by non-connected Shareholders.

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APPENDIX II

Existing Revised Article Existing Article Article Revised Article No. No. The avoidance and voting procedures for The avoidance and voting procedures for connected Shareholders are that they may connected Shareholders are that they may choose proactive avoidance or be subject choose proactive avoidance or be subject to any request for avoidance made by any to any request for avoidance made by any other Shareholder or Shareholder other Shareholder or Shareholder representative attending the representative attending the Shareholders’ general meeting; if any Shareholders’ general meeting; if any request for avoidance is made by any request for avoidance is made by any other Shareholder or Shareholder other Shareholder or Shareholder representative but the relevant representative but the relevant Shareholders think they are beyond the Shareholders think they are beyond the scope of avoidance, they shall state the scope of avoidance, they shall state the reason. If after stating the reason the reason. If after stating the reason the relevant Shareholders cannot persuade relevant Shareholders cannot persuade any Shareholder who has made the any Shareholder who has made the request, the Shareholders’ general request, the Shareholders’ general meeting may respectively record the meeting may respectively record the voting results of the relevant proposals as voting results of the relevant proposals as to whether the Shareholder whose to whether the Shareholder whose identity is in dispute participated in or identity is in dispute participated in or did not participate in the voting. After the did not participate in the voting. After the Shareholders’ general meeting, the Board Shareholders’ general meeting, the Board shall confirm the final voting results by shall confirm the final voting results by applying to relevant authorities for applying to relevant authorities for identifying connected Shareholders and identifying connected Shareholders and inform all Shareholders. inform all Shareholders. If the Bank is unable to convene a Shareholders’ general meeting due to the principle of avoidance, relevant issues shall still be reviewed by the Board of Directors and the provisions of the first paragraph of this article regarding avoidance shall not apply, provided that the related Directors shall issue a statement for nonexistence of tunneling.

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APPENDIX II

Existing
Article
No.
Existing Article
Revised
Article
No.

Revised Article

Article
59
The following matters shall be approved
by
ordinary
resolutions
at
a
Shareholders’ general meeting:
(I) work reports of the Board and the
Board of Supervisors;
(II) profit distribution plan and loss
recovery plan proposed by the Board;
(III) the annual reports, annual budgets,
final
account
reports,
balance
sheet,
statements of profits and other financial
statements of the Bank;
(IV) report of evaluation by the Board of
Supervisors on the Directors and by the
independent Directors on each other;
(V) report of evaluation by the Board of
Supervisors on the Supervisors and by
the external Supervisors on each other;
(VI) supervision opinions of financial
regulators and the Bank’s rectification;
(VII) matters other than those required by
the laws, administrative regulations or
Articles of Association to be approved by
special resolutions.
Article
58

The following matters shall be approved
by
ordinary
resolutions
at
a
Shareholders’ general meeting:
(I) business policies of the Bank;
~~(I)~~(II) work reports of the Board and the
Board of Supervisors;
~~(II)~~(III) profit distribution plan and loss
recovery plan proposed by the Board;
~~(III)~~(IV)
the
annual
reports,
annual
budgets~~,~~
and
final
account
reports~~,~~
~~balance sheet, statements of profits and~~
~~other financial statements ~~of the Bank;
~~(IV)~~(V) report of evaluation by the Board
of Supervisors on the Directors and by
the independent Directors on each other;
~~(V)~~(VI) report of evaluation by the Board
of Supervisors on the Supervisors and by
the external Supervisors on each other;
~~(VI) supervision opinions of financial~~
~~regulators and the Bank’s rectification;~~
(VII) the Bank’s purchase or sale of
major assets or provision of guarantee
within one year with the transaction
amount not exceeding 10% of the latest
audited net assets of the Bank;

(VIII) equity investment business of the Bank;

(IX) the nomination of candidates by the Bank for its holding or joint-stock companies and other voting matters (excluding equity investment); (X) matters relating to the changes in the use of proceeds;

(XI) resolving on the engagement or dismissal of the accounting firm that conducts regular statutory audit for the financial reports of the Bank;

~~(VII)~~ (XII) matters other than those required by the laws, administrative regulations or Articles of Association to be approved by special resolutions.

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APPENDIX II

Existing Revised Article Existing Article Article Revised Article No. No. Article The following issues shall be approved Article The following issues shall be approved 60 by special resolutions at a Shareholders’ 59 by special resolutions at a Shareholders’ general meeting: general meeting: (I) an increase or reduction in the (I) an increase or reduction in the registered capital and the issuance of any registered capital ~~and the issuance of any~~ class of shares, warrants and other ~~class of shares, warrants and other~~ similar securities of the Bank; ~~similar securities~~ of the Bank , the issuance of bonds or other securities or (II) the issuance of bonds or the listing of listing of the Bank ; the Bank; (II) ~~the issuance of bonds or the listing of~~ (III) the division, merger, dissolution and ~~the Bank~~ investment plans of the Bank ; liquidation or change in the corporate form of the Bank; (III) the division, merger, dissolution and liquidation or change in the corporate (IV) amendments to the Articles of form of the Bank; Association; (IV) amendments to the Articles of (V) the Bank’s purchase or sale of major Association , these Rules, the Rules of assets or provision of guarantee within Procedure of the Board of Directors one year with the transaction amount and the Rules of Procedure of the exceeding 10% of the latest audited net Board of Supervisors ; assets of the Bank;

(VI) the Bank’s buyback of its shares; (VII) equity incentive scheme; (VIII) appointment and removal of the members of the Board and the Board of Supervisors (save as otherwise stipulated in Article 148 of the Articles of Association), their remunerations and method of payment thereof;

(V) the Bank’s purchase or sale of major assets or provision of guarantee within one year with the transaction amount exceeding 10% of the latest audited net assets of the Bank; (VI) reviewing and approving the Bank’s guarantee businesses, such as external guarantee and letter of guarantee; (VII) reviewing and approving the Bank’s fixed asset purchase business; (VIII) reviewing and approving the Bank’s disposal and write-off of nonperforming assets;

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APPENDIX II

Existing							Revised
Article			Existing Article				Article	Revised Article
No.							No.
	(IX) any other matters as required by					the		(IX) reviewing and approving the
	laws,	regulations, regulatory		documents,				Bank’s asset mortgage business;
	Hong	Kong	Listing Rules, provisions			of
	the securities regulatory authorities in locality in which the securities of					the the		~~(VI)~~(X) the Bank’s buyback of its shares;
	Bank are listed or the Articles Association, and confirmed by					of the		~~(VII)~~(XI) the plans for the equity incentive scheme;
	Shareholders’ general meeting				by	an
	ordinary resolution that they may have a material effect on the Bank and should be							~~(VIII)~~(XII) appointment and removal of the members of the Board and the Board
	adopted by		a special resolution.					of Supervisors (save as otherwise
								stipulated in Article 155 of the Articles of
								Association), and their remunerations
								~~and method of payment thereof~~;
								~~(IX)~~(XIII) any other matters as required by the laws, regulations, regulatory
								documents, Hong Kong Listing Rules,
								provisions of the securities regulatory
								authorities in the locality in which the
								securities of the Bank are listed or the
								Articles of Association, and confirmed by
								the Shareholders’ general meeting by an
								ordinary resolution that they may have a
								material effect on the Bank and should be
								adopted by a special resolution.

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APPENDIX II

Existing			Revised
Article	Existing Article		Article	Revised Article
No.			No.
Article	The Shareholders’ general meetings shall		Article	The Shareholders’ general meetings shall
62	have meeting minutes, which shall be		61	have meeting minutes, which shall be
	recorded by	the office of the Board of		recorded by the	office of	the Board of
	Directors. The meeting minutes shall			Directors. The meeting minutes shall
	record the following information:			record the following information:

(I) the time, venue and agenda of the meeting, and the name of the convener;

(II) the names of the presider, and the Directors, Supervisors, President and other senior managers attending or present at the meeting;

(III) the number of attending Shareholders and their proxies, the total number of voting shares they represent and the proportion of these shares to the total number of shares of the Bank;

(IV) the consideration process of each proposal, summaries of the speeches and the voting result;

(V) details of the inquiries or recommendations of the Shareholders, and the corresponding response or explanations;

(VI) the name and identity of the witnessing lawyer, counting officer and monitoring officer; and

(VII) other contents that shall be recorded in the meeting minutes in accordance with the Articles of Association.

The convener shall ensure the meeting minutes are true, accurate and complete. Directors and Supervisors attending the meeting, the convener or representative thereof, the presider and the secretary of the Board shall sign the meeting minutes. The meeting minutes shall be kept as archives by the Bank for 20 years together with the book of signatures of the attending Shareholders, the power of attorney of the attending proxies and votes.

The convener shall ensure the meeting minutes are true, accurate and complete. Directors and Supervisors attending the meeting, the convener or representative thereof, the presider and the secretary of the Board shall sign the meeting minutes. The meeting minutes shall be kept as archives by the Bank permanently ~~for 20 years~~ together with the book of signatures of the attending Shareholders, the power of attorney of the attending proxies and votes.

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APPENDIX II

Existing			Revised
Article	Existing Article		Article	Revised Article
No.			No.
Article	These Rules shall be formulated and		Article	These Rules shall be formulated and
69	revised by the Board of Directors and		68	revised by the Board of Directors and
	shall, upon approval by the Shareholders’			shall, upon consideration and approval
	general meeting, enter into force and be			by the Shareholders’ general meeting,
	implemented on the date of listing of	the		enter into force and be implemented	~~on~~
	H shares of the Bank on the Stock			~~the date of listing of the H shares of ~~	~~the~~
	Exchange of Hong Kong Limited by way			~~Bank on the Stock Exchange of Hong~~
	of public offering. The original Terms of			~~Kong Limited by way of public offering~~.
	Reference for Shareholders’ General			The original ~~Terms of Reference ~~	~~for~~
	Meetings of the Bank shall become null			Rules of Procedure of the Shareholders’
	and void automatically on the date when			General Meeting~~s ~~of the Bank shall
	these Rules come into effect.			become null and void automatically	on
	Amendments to these Rules shall	be		the date when these Rules come into
	submitted to the Shareholders’ general			effect. ~~Amendments to these Rules shall~~
	meeting for adoption via special			~~be submitted to the Shareholders’ general~~
	resolution.			~~meeting~~ ~~for~~ ~~adoption~~ ~~via~~ ~~special~~
				~~resolution.~~

Notes: (1) Since the proposed amendments to the Rules of Procedure of the Shareholders’ General Meeting involve deleting articles, the serial numbers involved in the relevant articles, and cross-references of the Rules of Procedure of the Shareholders’ General Meeting are also adjusted accordingly, and will not be stated separately. Save for the amendments above, other articles of the Rules of Procedure of the Shareholders’ General Meeting remain unchanged.
(2) The proposed amendments to the Rules of Procedure of the Shareholders’ General Meeting are prepared in Chinese and the English version is therefore a translation only. In the event of any discrepancy between the English translation and the Chinese version of the Rules of Procedure of the Shareholders’ General Meeting, the Chinese version shall prevail.

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APPENDIX III

Existing Revised Article Existing Article Article Revised Article No. No. Article To further improve the method of Article To further improve the method of 1 deliberation and voting procedures of 1 deliberation and voting procedures of the Board of Luzhou City Commercial the Board of Luzhou ~~City Commercial~~ Bank Co., Ltd. (hereinafter referred to as Bank Co., Ltd. (hereinafter referred to as “the Bank”), urge the Directors and the “the Bank”), urge the Directors and the Board to effectively perform their duties Board to effectively perform their duties and improve standard operation and and improve standard operation and scientific decision-making of the Board, scientific decision-making of the Board, these Rules are formulated pursuant to these Rules are formulated pursuant to the Company Law of the People’s the Company Law of the People’s Republic of China, Law on Commercial Republic of China, Law on Commercial Banks of the People’s Republic of Banks of the People’s Republic of China, Interim Measures for China, Interim Measures for Management of Commercial Bank Management of Commercial Bank Equity, Special Regulations of the State Equity, ~~Special Regulations of the State~~ Council on the Overseas Offering and ~~Council on the Overseas Offering and~~ the Listing of Shares by Joint Stock ~~the Listing of Shares by Joint Stock~~ Limited Companies, Mandatory ~~Limited Companies, Mandatory~~ Provisions for Articles of Association of ~~Provisions for Articles of Association of~~ Companies to be Listed Overseas, Rules ~~Companies to be Listed Overseas,~~ the Governing the Listing of Securities on Trial Administrative Measures of the Stock Exchange of Hong Kong Overseas Securities Offering and Limited (hereinafter referred to as Listing by Domestic Companies, Rules “Hong Kong Listing Rules”), Guidelines Governing the Listing of Securities on on the Corporate Governance of the Stock Exchange of Hong Kong Commercial Banks and the Articles of Limited (hereinafter referred to as Association of Luzhou City Commercial “Hong Kong Listing Rules”), ~~Guidelines~~ Bank Co., Ltd. (hereinafter referred to as ~~on the Corporate Governance of~~ “the Articles of Association”). ~~Commercial Banks~~ the Code of Corporate Governance of Banking and Insurance Institutions and the Articles of Association of Luzhou ~~City Commercial~~ Bank Co., Ltd. (hereinafter referred to as “the Articles of Association”).

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APPENDIX III

	Existing Article No. Existing Article Revised Article No.	Existing Article No. Existing Article Revised Article No.
	Article 3 The Board is composed of executive Directors and non-executive Directors (including independent Directors). Executive Directors are Directors who hold other senior management position at the Bank in addition to Director. Non-executive Directors are Directors who hold no management position at the Bank. The Board of the Bank shall be composed of eleven (11) to fifteen (15) Directors, including a chairman. In particular, the independent Directors shall account for no less than one-third of the total number of Directors and the number of independent Directors shall be no less than three (3), and there shall be one (1) employee Director at least. Article 3
		~~numer o nepenen r~~ ~~be no less than three (3)~~, and be one (1) employee Directo
	Article 5 In order to secure their independence, the following persons shall not act as independent Director of the Bank: (I) Shareholders holding 1% or more of the Bank’s shares or natural persons among the top ten Shareholders of the Bank, or persons who hold positions in the Shareholders’ institutions of the Bank; (II) persons who belonged to category (I) within the preceding year; (III) persons who hold positions in the Bank or the holding or controlling enterprises of the Bank; (IV) persons who hold positions in the Bank or the holding or controlling enterprises of the Bank within the three years before assumption of post; Article 5

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APPENDIX III

(VIII) immediate relatives and other closely related family members of the aforesaid persons; (IX) other persons as designated by relevant laws, administrative regulations, other rules, the banking regulatory authorities under the State Council, the securities regulatory authorities in the place where the securities of the Bank are listed and other regulatory authorities or specified by the Articles of Association.

(IX) other persons as designated by relevant laws, administrative regulations, other rules, the banking regulatory authorities under the State Council, the securities regulatory authorities in the place where the securities of the Bank are listed and other regulatory authorities or specified by the Articles of Association.

The immediate relatives specified in the ~~The immediate relatives specified in the~~ Articles of Association refer to parents, ~~Articles of Association refer to parents,~~ the spouse, siblings and spouses thereof, ~~the spouse, siblings and spouses thereof,~~ adult children and spouses thereof, ~~adult children and spouses thereof,~~ parents-in-law, spouses’ siblings and ~~parents-in-law, spouses’ siblings and~~ spouses thereof, parents’ siblings and ~~spouses thereof, parents’ siblings and~~ spouses thereof, and adult children of ~~spouses thereof, and adult children of~~ parents’ siblings and spouses thereof. ~~parents’ siblings and spouses thereof.~~

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APPENDIX III

Existing Revised Article Existing Article Article Revised Article No. No. Article The Board of Directors has established Article The Board of Directors has established 9 special committees including 9 special committees including development and strategy committee, development and strategy committee, related party (connected) transactions related party (connected) transactions control committee, risk management control committee, risk management committee, audit committee, nomination committee, audit committee, nomination and remuneration committee and and remuneration committee and consumer rights protection committee. consumer rights protection committee. The special committees shall be headed The members of special committees by Directors in principle and shall each shall be directors and have have at least three members. In professional knowledge or work particular, the related party (connected) experience catering to the duties of the transactions control committee, special committees . The special nomination and remuneration committee committees shall be headed by Directors and audit committee shall be headed by ~~in principle~~ and shall each have at least independent Directors. The audit three members. In particular, the committee shall comprise non-executive majority of the audit committee and Directors only and have at least one nomination and remuneration independent Director who shall have committee shall be independent relevant professional qualifications as directors, and in principle, no less specified in Hong Kong Listing Rules, than one-third of the risk or shall have due professional specialty management committee and the in audit or related financial related-party transactions control management. The majority of the audit committee shall be independent committee and nomination and directors, and the related party remuneration committee shall be (connected) transactions control independent Directors. Directors committee, nomination and nominated by Controlling Shareholders remuneration committee and audit shall not be members of the related party committee shall be headed by (connected) transactions control independent Directors. The audit committee and the nomination and committee shall comprise non-executive remuneration committee. Directors only , who shall have professional knowledge and work experience in one aspect of finance, auditing, accounting or law, etc., and have at least one independent Director who shall have relevant professional qualifications as specified in Hong Kong Listing Rules, or shall have due professional specialty in audit or related financial management. ~~The majority of the audit committee and nomination and remuneration committee shall be independent Directors.~~ Directors nominated by Controlling Shareholders shall not be members of the related party (connected) transactions control committee and the nomination and remuneration committee.

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APPENDIX III

	Existing Article No. Existing Article Revised Article No.	Revised Article
	Article 10 The Board shall formulate terms of reference and working procedures for respective special committees. The respective special committees shall formulate annual work plans, which shall be implemented upon examination and approval by the Board. Article 10
	Article 13 The Board shall exercise the following functions and powers: (I) to convene a Shareholders’ general meeting and report its work to the Shareholders’ general meeting; (II) to implement resolutions of the Shareholders’ general meeting; (III) to decide on the Bank’s business plans, investment proposals and development strategies; (IV) to formulate the Bank’s annual financial budgets, final accounts, risk capital allocation plans, profit distribution plans and loss recovery plans; (V) to formulate proposals for increases in or reductions of registered capital, issuance of bonds or other securities and listing plans of the Bank; (VI) to formulate plans for material acquisitions, purchase of shares of the Bank, merger, division, dissolution and transformation of the Bank; Article 13

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APPENDIX III

Existing Revised Article Existing Article Article Revised Article No. No. (VII) to decide on major events of the (VII) to decide on major events of the Bank within the authorization of the Bank within the authorization of the Shareholders’ general meeting, such as Shareholders’ general meeting, such as daily operations, external investments, daily operations, external investments, acquisition, sales and swap of assets, acquisition, sales and swap of assets, external guarantees, pledge of assets, external guarantees, pledge of assets, entrusted wealth management, financial entrusted wealth management, financial lease, connected transactions and lease, connected transactions and disposal of non-performing assets; disposal and write-offs of ~~nonperforming~~ assets; (VIII) to appoint or dismiss senior managers including the President, vice (VIII) to appoint or dismiss under President and secretary to the Board of regulatory requirements senior the Bank as nominated by the chairman, managers including the President, vice and decide on their remunerations, President and secretary to the Board of rewards and punishments; the Bank as nominated by the chairman, and decide on ~~their~~ remunerations, (IX) to formulate the basic management rewards and punishments for senior system of the Bank, and decide on the managers ; rights of senior management on the formulation of business procedures and (IX) to formulate the basic management other specific rules; system of the Bank, and decide on the rights of senior management on the (X) to formulate proposals for any formulation of business procedures and amendment to the Articles of other specific rules; Association; (X) to formulate proposals for any (XI) to be responsible for the Bank’s amendment to the Articles of information disclosure, and undertake Association, formulate the Rules of the ultimate responsibility for the Procedure of the Shareholders’ completeness and accuracy of the General Meeting and these Rules, and Bank’s accounting and financial reports; submit the same to the general meeting for consideration and approval; and to consider and approve the rules of procedure of the special committees under the Board ; (XI) to be responsible for the Bank’s information disclosure, and undertake the ultimate responsibility for the completeness and accuracy of the Bank’s accounting and financial reports;

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APPENDIX III

Existing Revised Article Existing Article Article Revised Article No. No. (XII) to formulate a standard scheme for (XII) to formulate a standard scheme for the remuneration and allowances of the the remuneration and allowances of the Directors of the Bank; Directors of the Bank; (XIII) to listen to work reports of the (XIII) to listen to work reports of the Bank’s President and examine his/her Bank’s President and examine his/her work; work; (XIV) to decide on the Bank’s risk (XIV) to determine the risk tolerance management and internal control level, ~~to decide on the Bank’s~~ risk policies; management and internal control policies of the Bank, and to assume the (XV) to supervise the work performance ultimate responsibility for the overall of the Bank’s senior management and risk management ; deliberate senior management’s evaluation on the Bank’s President, vice (XV) to supervise the work performance President, chief financial officer and of the Bank’s senior management and other senior managers and the reports of deliberate senior management’s evaluation by the Bank’s senior evaluation on the Bank’s President, vice managers on each other; and to organize President, chief financial officer and the evaluation on Directors and other senior managers and the reports of evaluation by independent Directors on evaluation by the Bank’s senior each other and report relevant evaluation managers on each other; and to organize result to the Board of Supervisors; the evaluation on Directors and evaluation by independent Directors on (XVI) to regularly evaluate and improve each other and report relevant evaluation the Bank’s governance; result to the Board of Supervisors;

(XVI) to regularly evaluate and improve the Bank’s governance;

(XVII) to nominate the candidates of the next session of the Board;

(XVI) to regularly evaluate and improve the Bank’s corporate governance;

(XVIII) to apply for bankruptcy to the People’s Court on behalf of the Bank according to the authorization of the Shareholders’ general meeting;

(XIX) to decide on the plans for establishment of internal management structure of the Bank and establishment and withdrawal of branches of the Bank;

(XVII) to nominate the candidates of the next session of the Board;

(XVIII) to apply for bankruptcy to the People’s Court on behalf of the Bank according to the authorization of the Shareholders’ general meeting;

(XIX) to decide on the plans for establishment of internal management structure of the Bank and establishment and withdrawal of branches of the Bank;

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Existing Revised Article Existing Article Article Revised Article No. No. (XX) to establish an identification, (XX) to establish an identification, investigation and management investigation and management mechanism for the conflict of interest mechanism for the conflict of interest between the Bank and substantial between the Bank and Shareholders, Shareholders; especially substantial Shareholders , and assume the management responsibility (XXI) to undertake the ultimate for Shareholders’ affairs ; responsibility for information technology risks and examination and (XXI) to undertake the ultimate approval of mid-and-long term responsibility for information information technology strategies, and technology risks and examination and regularly examine and approve the approval of mid-and-long term Bank’s reports on information information technology strategies, and technology construction and risk regularly examine and approve the management; Bank’s reports on information technology construction and risk (XXII) to have the right to determine the management;

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APPENDIX III

Existing Article Existing Article No. (XXIV) to assume the ultimate responsibility for the protection of consumer rights of the Bank, regularly listen to the reports on the progress of the protection of consumer rights; assume the ultimate responsibility for anti-money laundering (AML) management, and ensure that the Bank establishes and implements a complete and effective AML internal control system; and

(XXV) to exercise other functions and powers that shall be exercised by the Board according to the laws, regulations, Hong Kong Listing Rules and the Articles of Association.

The senior management in the preceding paragraph consists of the President, vice President and chief financial officer of our head office and other senior managers recognized by the Board.

Revised Article Revised Article No. (XXIV) to assume the ultimate responsibility for the protection of consumer rights of the Bank, safeguard the legitimate rights of financial consumers and other stakeholders, regularly listen to the reports on the progress of the protection of consumer rights; ~~assume the ultimate responsibility for anti-money laundering (AML) management, and ensure that the Bank establishes and implements a complete and effective AML internal control system; and~~

(XXV) to formulate the capital planning of the Bank, assume ultimate responsibility for capital or solvency management;

(XXVI) to propose to the general meeting of the engagement or dismissal of the accounting firm that conducts regular and statutory audit on the financial reports of the Bank;

(XXVII) to formulate the Bank’s data strategy, approve or authorize the approval on major issues in relation to data governance, urge senior management to improve the effectiveness of data governance, and assume ultimate responsibility for data governance;

(XXVIII) to be responsible for the Bank’s anti-money laundering and counter terrorist financing policies, supervise the implementation of antimoney laundering and counter terrorist financing policies, and assume ultimate responsibility for the Bank’s anti-money laundering and counter terrorist financing work; and

~~(XXV)~~ (XXIX) to exercise other functions and powers that shall be exercised by the Board according to the laws, regulations, Hong Kong Listing Rules and the Articles of Association. The senior management in the preceding paragraph consists of the President, vice President and chief financial officer of our head office and other senior managers recognized by the Board.

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APPENDIX III

Existing			Revised
Article	Existing Article		Article	Revised Article
No.			No.
Article	The chairman shall exercise	the	Article	The chairman shall exercise	the
16	following functions and powers:		16	following functions and powers:
	(I) to preside over Shareholders’ general			(I) to preside over Shareholders’ general
	meetings and convene and preside	over		meetings and convene and preside	over
	Board meetings;			Board meetings;
	(II) to supervise and examine	the		(II) to supervise and examine	the
	implementation of resolutions of the			implementation of resolutions of the
	Board and report the work to the Board;			Board and report the work to the Board;
	(III) to exercise the functions	and		(III) to exercise the functions	and
	powers of the Bank’s	legal		powers of the Bank’s	legal
	representative, and to sign the securities			representative, and to sign the securities
	certificates issued by the Bank;			certificates issued by the Bank;
	(IV) to nominate or dismiss	vice		(IV) to nominate or dismiss	vice
	President, secretary to the Board	and		President, secretary to the Board	and
	other senior managers after seeking			other senior managers after seeking
	advice from the President;			advice from the President;

(V) to formulate the plans for establishment of internal management structure of the Bank and establishment, relocation and withdrawal of branches of the Bank and submit the plans to the Board for approval;

~~(V) to formulate the plans for establishment of internal management structure of the Bank and establishment, relocation and withdrawal of branches of the Bank and submit the plans to the Board for approval;~~

(VI) to determine the appointment or dismissal of middle management personnel and staff;

~~(VI)~~ (V) to determine the appointment or dismissal of middle management personnel and staff;

(VII) to authorize senior managers, persons in charge of internal functional departments and branches to engage in operating activities;

~~(VII) to authorize senior managers, persons in charge of internal functional departments and branches to engage in operating activities;~~

(VIII) to decide on the salaries, benefits and reward or punishment of the Bank’s staff other than senior managers which should be decided by the Board within the scope of remuneration plans and management systems approved by the Board;

~~(VIII)~~ (VI) to decide on the salaries, benefits and reward or punishment of the Bank’s staff other than senior managers which should be decided by the Board within the scope of remuneration plans and management systems approved by the Board;

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	Existing Article No. Existing Article Revised Article No.
	(IX) in any emergent force majeure event such as extraordinarily serious natural disasters or other emergencies, to exercise the special right of disposal in respect of the business of the Bank in compliance with laws and in the interests of the Bank, and to report to the Board and the Shareholders’ general meeting of the Bank afterwards, with the amount for exercising the function and power accounting for not more than 10% of the Bank’s net asset value; (X) to exercise other functions and powers conferred by the Board; (XI) to exercise functions and powers that shall be exercised by the chairman according to relevant laws, regulations and rules.	~~IX~~
	Article 22 Directors shall observe the laws, administrative regulations and the Articles of Association, and fulfil the following obligations of diligence: (I) to exercise the rights conferred by the Articles of Association or the Shareholders’ general meeting with due discretion, care and diligence to ensure the business operations of the Bank comply with State laws, administrative regulations and various economic policies of the State, and are within the business scope specified in the business license of the Bank; (II) to treat all Shareholders impartially; Article 22

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APPENDIX III

Existing Article No. Existing Article Revised Article No.	Revised Article
(III) to carefully read various business and financial reports of the Bank and keep informed of the operation and management conditions of the Bank in a timely manner; to sign written confirmations of the regular reports of the Bank; and to ensure the information	(III) to participate in Board meetings on time, fully review the matters considered by the Board of Directors, express opinions in an independent, professional and objective manner, and vote independently on the basis of prudent judgments;

(III) to carefully read various business and financial reports of the Bank and keep informed of the operation and management conditions of the Bank in a timely manner; to sign written confirmations of the regular reports of the Bank; and to ensure the information disclosed by the Bank is true, accurate and complete;

(IV) to take responsibility for the resolutions of the Board; to supervise the implementation of the resolutions of the Shareholders’ general meeting and the Board by the senior management;

(IV) to honestly provide the Board of Supervisors with relevant information, not to prevent the Board of Supervisors or Supervisors from exercising their functions and powers, and to accept the lawful supervision and rational suggestions of the Board of Supervisors on their performance of duties;

(V) to take active participation in trainings organized by the Bank and regulatory agencies, understand the rights and obligations of directors, be familiar with relevant laws, regulations and regulatory requirements, and continue to possess expertise and capabilities required to perform their duties; (VI) to be responsible to the company and all shareholders in fulfilling their duties, to treat all Shareholders impartially; ~~(VI)~~ (VII) to fulfil their public promises in a strict manner , implement high standards of professional ethics and consider the legitimate rights and interests of stakeholders ;

(V) to exercise personally the discretion vested in them and not to allow themselves to be controlled by others and, save as permitted by applicable laws or with the informed consent of Shareholders given at a Shareholders’ general meeting, not to transfer the exercise of their discretion to others; (VI) to fulfil their public promises in a strict manner;

(VII) to fulfil other obligations of diligence stipulated by laws, administrative regulations, other rules, provisions of the securities regulatory authorities in the locality where the securities of the Bank are listed and the Articles of Association.

(VIII) to fulfill the obligations of honesty and diligence to the company, fulfill duties with due prudence and ensure they have enough time and energy to perform their duties;

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APPENDIX III

Existing			Revised
Article	Existing	Article	Article	Revised Article
No.			No.
				~~(III)~~(IX) to carefully read various business and financial reports of the
				Bank~~and keep informed of the operation~~
				~~and management conditions of the Bank~~
				~~in a timely manner~~; to sign written
				confirmations of the regular reports of
				the Bank; and to ensure the information
				disclosed by the Bank is true, accurate
				and complete;
				~~(IV)~~(X) to honestly provide the Board of Supervisors with relevant information,
				not to prevent the Board of Supervisors
				or Supervisors from exercising their
				functions and powers, and to accept the
				lawful supervision and rational
				suggestions of the Board of Supervisors
				on their performance of duties;
				~~(V)~~(XI) to exercise personally the discretion vested in them and not to
				allow themselves to be controlled by
				others and, save as permitted by
				applicable laws or with the informed
				consent of Shareholders given at a
				Shareholders’ general meeting, not to
				transfer the exercise of their discretion
				to others;
				~~(VII)~~ (XII) to fulfil other obligations of diligence stipulated by laws,
				administrative regulations, other rules,
				provisions of the securities regulatory
				authorities in the locality where the
				securities of the Bank are listed and the
				Articles of Association.

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APPENDIX III

Existing		Revised
Article	Existing Article	Article	Revised Article
No.		No.
Article	Directors shall attend Board meetings in	Article	Directors shall attend Board meetings in
24	an earnest and responsible manner and	24	an earnest and responsible manner and
	provide definite opinions on the matters		provide definite opinions on the matters
	deliberated. A Director shall attend at		deliberated. A Director shall attend at
	least two thirds of the Board meetings		least two thirds of the on-site Board
	each year. If a Director fails to attend the		meetings each year. If a Director fails to
	said meetings consecutively for two		attend the said meetings consecutively
	times and fails to appoint other Directors		for two times and fails to appoint other
	of that same class to attend such		Directors of that same class to attend
	meetings on his/her behalf, he/she shall		such meetings on his/her behalf, he/she
	be deemed incapable of performing		shall be deemed incapable of performing
	his/her duties, and the Board shall		his/her duties, and the Board shall
	suggest that the Shareholders’ general		suggest that the Shareholders’ general
	meeting remove the said Director.		meeting remove the said Director.
	Directors shall provide independent,		~~Directors~~ ~~shall~~ ~~provide~~ ~~independent,~~
	professional and objective opinions at		~~professional and objective opinions at~~
	Board meetings.		~~Board meetings.~~
Article	Directors shall attend trainings as	––	~~Directors~~ ~~shall~~ ~~attend~~ ~~trainings~~ ~~as~~
25	required to learn about the rights and		~~required to learn about the rights and~~
	obligations of Directors, be acquainted		~~obligations of Directors, be acquainted~~
	with relevant laws and regulations, and		~~with relevant laws and regulations, and~~
	acquire relevant required knowledge.		~~acquire relevant required knowledge.~~
Article	In any of the following circumstances,	Article	In any of the following circumstances,
30	the Board shall convene an	29	the Board shall convene an
	extraordinary meeting:		extraordinary meeting:
	(I) proposed by Shareholders		(I) proposed by Shareholders
	representing more than one tenth of the		representing more than one tenth of the
	total voting rights;		total voting rights;
	(II) proposed by more than one third of		(II) proposed by more than one third of
	the Directors jointly;		the Directors jointly;
	(III) proposed by the Board of		(III) proposed by the Board of
	Supervisors;		Supervisors;
	(IV) deemed necessary by the chairman;		(IV) deemed necessary by the chairman;
	(V) proposed by more than half of the		(V) proposed by more than ~~half of the~~
	independent Directors jointly;		two independent Directors jointly;
	(VI) proposed by the President;		~~(VI) proposed by the President;~~
	(VII) Any other circumstance so specified in the Articles of Association		~~(VII)~~(VI) Any other circumstance so specified in the Articles of Association
	occurs.		occurs.

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APPENDIX III

Existing		Revised
Article	Existing Article	Article	Revised Article
No.		No.
Article	The notice of extraordinary Board	Article	The notice of extraordinary Board
34	meeting shall be served to all Directors	33	meeting shall be served to all Directors
	by mail (including e-mail) or special		and Supervisors by mail (including
	delivery, at least five days in advance.		e-mail) or special delivery, at least five
			days in advance.
	Where an extraordinary Board meeting
	needs to be convened in emergency, the		Where an extraordinary Board meeting
	notice of meeting may be sent by		needs to be convened in emergency, the
	telephone or by other verbal means at		notice of meeting may be sent by
	any time, but the convener shall make		telephone or by other verbal means at
	explanations at the meeting.		any time, but the convener shall make
			explanations at the meeting.
Article	Board meetings shall in principle be held	Article	Board meetings shall in principle be held
40	onsite. Where necessary, Board meetings	39	onsite. Where necessary, Board meetings
	may be held and pass resolutions by		may be held and pass resolutions
	means of communications, with the		through circulation of written
	resolutions signed by the voting		resolution ~~by~~ ~~means~~ ~~of~~
	Directors, provided that the Directors		~~communications~~, with the resolutions
	fully express their opinions. The Board		signed by the voting Directors, provided
	meetings may also be held onsite and		that the Directors fully express their
	offsite simultaneously.		opinions. The Board meetings may also
			be held onsite and offsite
	Where a Board meeting is held offsite,		simultaneously.
	the number of attending Directors shall
	be counted according to valid votes such		Where a Board meeting is held offsite,
	as e-mails and written voting letters		the number of attending Directors shall
	received within the prescribed period, or		be counted according to valid votes such
	written confirmation submitted after the		as e-mails and written voting letters
	meeting by the Directors for attending		received within the prescribed period, or
	the meeting.		written confirmation submitted after the
			meeting by the Directors for attending
	Matters not permitted to be voted on by		the meeting.
	means of communications under the
	Articles of Association shall not be		Matters not permitted to be voted on by
	voted on by means of communications.		means of communications under the
			Articles of Association shall not be
			voted on by means of communications.
			The “directors” and “all directors” as
			referred to in counting the number of
			directors attending and voting at the
			Board meetings are directors whose
			qualifications have been approved by
			the regulatory authorities.

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APPENDIX III

	Existing Article No. Existing Article Revised Article No.
	Article 44 Voting on Board meetings may be conducted by a show of hands, ballot and means of communications. Article 43	Voting on conducted ~~d~~
	Article 45 If a Shareholder pledges 50% or more of his/her shares in the Bank, the voting rights exercisable by the said Shareholder at the Shareholders’ general meeting shall be the number of his/her unpledged shares and the Director nominated by him/her shall have no voting rights at Board meetings. Shareholders, particularly major Shareholders with their equity of the Bank pledged less than 50%, shall not be subject to restrictions on voting rights at Shareholders’ general meetings. Article 44

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APPENDIX III

(IV) consideration of the Bank’s profit distribution plans, risk capital allocation plans, significant investments, disposal of material assets, appointment or dismissal of senior managers, capital replenishment plan, material equity change and financial reorganization; and

(V) other matters that may have a material impact on the Bank and accordingly shall be approved by voting of more than two thirds of all Directors as deemed by more than half of all Directors or according to laws, administrative regulations, provisions of relevant regulatory authorities and the Articles of Association. Where any matter in the preceding paragraph is considered at a Board meeting, the voting shall not be conducted by means of communications.

(IV) consideration of the Bank’s profit distribution plans, remuneration plans, risk capital allocation plans, significant investments, disposal of material assets, appointment or dismissal of senior managers, capital replenishment plan, material equity change and financial reorganization; and

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APPENDIX III

Existing		Revised
Article	Existing Article	Article	Revised Article
No.		No.
Article	In any of the following circumstances,	Article	In any of the following circumstances,
52	the Directors shall abstain from voting	51	the Directors shall abstain from voting
	on relevant proposals:		on relevant proposals:
	(I) the circumstances under which		(I) the circumstances under which
	Directors should abstain from voting		Directors should abstain from voting
	according to laws, administrative		according to laws, administrative
	regulations and other provisions;		regulations and other provisions;
	(II) the Directors themselves think they		(II) the Directors themselves think they
	should abstain from voting;		should abstain from voting;
	(III) the Directors are related with the		(III) the Directors are related with the
	enterprises involved by the proposals		enterprises involved by the proposals
	and shall therefore abstain from voting		and shall therefore abstain from voting
	pursuant to the Articles of Association.		pursuant to the Articles of Association.
	Where any Director abstains from		Where any Director abstains from
	voting, the Board meeting may be held		voting, the Board meeting may be held
	when more than half of the non-related		when more than half of the non-related
	Directors attend the meeting. The		Directors attend the meeting. The
	resolution of the Board meeting shall be		resolution of the Board meeting shall be
	passed by more than half of the non- related Directors. If the number of non-		passed by ~~more than half~~ two thirds of the non-related Directors. If the number
	related attending Directors is smaller		of non-related attending Directors is
	than three, the relevant proposal shall		smaller than three, the relevant proposal
	not be voted on but shall be submitted to		shall not be voted on but shall be
	the Shareholders’ general meeting for		submitted to the Shareholders’ general
	deliberation.		meeting for deliberation.
Article	Archives of Board meetings, including	Article	Archives of Board meetings, including
59	meeting notices, meeting documents,	58	meeting notices, meeting documents,
	attendance book, powers of attorney for		attendance book, powers of attorney for
	proxy Directors, meeting recordings,		proxy Directors, meeting recordings,
	votes, meeting minutes signed by the		votes, meeting minutes signed by the
	attending Directors, meeting summaries,		attending Directors, meeting summaries,
	minutes of resolutions, resolutions, etc.,		minutes of resolutions, resolutions, etc.,
	shall be kept by the Bank for at least 20		shall be kept permanently by the Bank
	years.		~~for at least 20 years~~.

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APPENDIX III

Existing			Revised
Article	Existing Article		Article	Revised Article
No.			No.
Article	These Rules shall be formulated	and	Article	These Rules shall be formulated and
65	revised by the Board of Directors	and	64	revised by the Board of Directors and
	shall, upon approval by	the		shall, upon deliberation and approval
	Shareholders’ general meeting, enter			by the Shareholders’ general meeting,
	into force and be implemented on	the		enter into force and be implemented ~~on~~
	date of listing of the H shares of	the		~~the date of listing of the H shares of the~~
	Bank on the Stock Exchange of Hong			~~Bank on the Stock Exchange of Hong~~
	Kong Limited by way of public offering.			~~Kong Limited by way of public offering~~.
	The original Terms of Reference	for		The original ~~Terms of Reference for~~
	Board Meetings of the Bank shall become null and void automatically on			~~Bord Meetings~~ Rules of Procedure of the Board of Directors of the Bank
	the date when these Rules come into			shall become null and void
	effect. Amendments to these Rules shall			automatically on the date when these
	be submitted to the Shareholders’			Rules come into effect. ~~Amendments to~~
	general meeting for adoption via special			~~these Rules shall be submitted to the~~
	resolution.			~~Shareholders’~~ ~~general~~ ~~meeting~~ ~~for~~
				~~adoption via special resolution.~~

Notes: (1) Since the proposed amendments to the Rules of Procedure of the Board of Directors involve deleting articles, the serial numbers involved in the relevant articles, and cross-references of the Rules of Procedure of the Board of Directors are also adjusted accordingly, and will not be stated separately. Save for the amendments above, other articles of the Rules of Procedure of the Board of Directors remain unchanged.

(2) The proposed amendments to the Rules of Procedure of the Board of Directors are prepared in Chinese and the English version is therefore a translation only. In the event of any discrepancy between the English translation and the Chinese version of the Rules of Procedure of the Board of Directors, the Chinese version shall prevail.

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APPENDIX IV

Existing Revised Article Existing Article Article Revised Article No. No. Article To improve the corporate governance Article To improve the corporate governance 1 structure of Luzhou City Commercial 1 structure of Luzhou ~~City Commercial~~ Bank Co., Ltd. (hereinafter referred to as Bank Co., Ltd. (hereinafter referred to as “the Bank”), ensure that the Board of “the Bank”), ensure that the Board of Supervisors exercises supervisory power Supervisors exercises supervisory power according to law independently and according to law independently and effectively, improve the efficiency and effectively, improve the efficiency and scientific supervision of the Board of scientific supervision of the Board of Supervisors, and promote the Bank’s Supervisors, and promote the Bank’s business operation and steady business operation and steady development according to law, the rules development according to law, the rules are formulated in accordance with the are formulated in accordance with the Company Law of the People’s Republic Company Law of the People’s Republic of China (hereinafter referred to as “the of China (hereinafter referred to as “the Company Law”), the Law of the Company Law”), the Securities Law of People’s Republic of China on the People’s Republic of China, the Commercial Banks, the Interim Law of the People’s Republic of China Measures for Management of on Commercial Banks, ~~the Interim~~ Commercial Bank Equity, and the ~~Measures for Management of~~ Guidelines on Corporate Governance of ~~Commercial Bank Equity, and the~~ Commercial Banks, the Guidelines on ~~Guidelines on Corporate Governance of~~ Independent Directors and External ~~Commercial Banks, the Guidelines on~~ Supervisors of Joint Stock Commercial ~~Independent Directors and External~~ Banks and other relevant laws and ~~Supervisors of Joint Stock Commercial~~ regulations and the Articles of ~~Banks~~ the Code of Corporate Association of Luzhou City Commercial Governance of Banking and Insurance Bank Co., Ltd. (applicable after listing Institutions, the Trial Administrative of H-shares) (hereinafter referred to as Measures of Overseas Securities “Articles of Association”). Offering and Listing by Domestic Companies and other relevant laws and regulations and the Articles of Association of Luzhou ~~City Commercial~~ Bank Co., Ltd. ~~(applicable after listing of H-shares)~~ (hereinafter referred to as “Articles of Association”).

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APPENDIX IV

Existing		Revised
Article	Existing Article	Article	Revised Article
No.		No.
Article	The Board of Supervisors shall include	Article	The Board of Supervisors shall include
4	shareholder supervisors and	4	shareholder supervisors and
	proportionate employee representative		proportionate employee representative
	supervisors of the Bank. In particular,		supervisors of the Bank. In particular,
	employee representative supervisors and		employee representative supervisors and
	external supervisors shall not be less		external supervisors shall not be less
	than one third of the total number of		than one third of the total number of
	members of the Board of Supervisors.		members of the Board of Supervisors.
	Employee representative supervisors in		Employee representative supervisors in
	the Board of Supervisors shall be		the Board of Supervisors shall be
	elected, removed or replaced by the		nominated by the Board of
	employees of the Bank through the		Supervisors and trade union of the
	employee representative meeting;		Bank, and shall be elected, removed or
	shareholder supervisors shall be elected,		replaced ~~by the employees of the Bank~~
	removed or replaced at the general		through the employee representative
	meeting; external supervisors shall be		meeting; ~~shareholder supervisors shall~~
	nominated by the nomination committee		~~be elected, removed or replaced at the~~
	of the Board of Supervisors, or shareholder(s) individually or jointly		~~general meeting; external~~ non-employee representative supervisors shall be
	holding more than 1% of the total		nominated by ~~the nomination committee~~
	number of the voting shares of the Bank,		~~of~~ the Board of Supervisors, or
	and shall be elected, removed or		shareholder(s) individually or jointly
	replaced at the general meeting.		holding more than 1% of the total
			number of the voting shares of the Bank,
			and shall be elected, removed or
			replaced at the general meeting.
Article	The Board of Supervisors has	Article	The Board of Supervisors has
5	established Nomination Committee and	5	established Nomination Committee ~~and~~
	Audit and Supervisory Committee. The responsible persons of the Nomination		~~Audit ~~and Supervisory Committee~~.~~; ~~The~~ each responsible person~~s~~ of the
	Committee and the Audit and		~~Nomination Committee and the Audit~~
	Supervisory Committee are acted by external supervisors in principle.		~~and~~ ~~Supervisory~~ ~~Committee~~ abovementioned committees ~~are~~ is
			acted by external supervisors in
			principle.

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APPENDIX IV

Existing
Article
No.
Existing Article
Revised
Article
No.

Revised Article

Article
8
The
Board
of
Supervisors
shall
be
accountable to the general meeting and
exercise
the
following
powers
in
accordance with the law:
(I) to examine the regular reports and
bonus scheme of the Bank prepared by
the Board and produce written opinions
thereon;
(II)
to
examine
and
supervise
the
financial activities of the Bank;
(III) to conduct off-office auditing for
Directors, president and other senior
management personnel and to guide the
work of the internal audit department of
the Bank;
(IV) to inquire the Directors, president
and other senior management personnel;
(V) to supervise the fulfilment of duties
of
the
Board
of
Directors,
senior
management, Directors, chairman and
senior management personnel, and to
propose
dismissal
of
Directors
and
senior management personnel who have
violated
laws,
administrative
regulations, the Articles of Association
or
the
resolutions
of
the
general
meeting;
(VI) to require the Directors, president
or other senior management personnel to
rectify
their
conducts
that
are
Article
8

The
Board
of
Supervisors
shall
be
accountable to the general meeting and
exercise
the
following
powers
in
accordance with the law:
(I) to supervise the Board to establish
robust business philosophy and value
standards
and
to
formulate
development strategies in line with the
Bank’s conditions;
(II)
to
evaluate
the
scientificity,
rationality
and
soundness
of
the
Bank’s development strategies and
produce evaluation reports;
~~(I)~~(III) to examine the regular reports
and bonus scheme of the Bank prepared
by
the
Board
and
produce
written
opinions thereon;
~~(II)~~(IV) to examine and supervise the
financial activities of the Bank;
~~(III)~~(V) ~~to conduct off-office auditing~~
~~for Directors, president and other senior~~
~~management personnel and to guide the~~
~~work of the internal audit department of~~
~~the Bank~~ to supervise and guide the
internal
audit
department
in
the
independent performance of its audit
and oversight duties;
~~(IV)~~(VI)
to
inquire
the
Directors,
president and other senior management
personnel;

(VI) to require the Directors, president or other senior management personnel to rectify their conducts that are detrimental to the Bank’s interests;

– 140 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURE OF THE BOARD OF SUPERVISORS

APPENDIX IV

Existing		Revised
Article	Existing Article	Article	Revised Article
No.		No.
	(VII) to propose the convening of		(VII) to supervise the implementation
	extraordinary general meeting and, in		of the Bank’s remuneration
	case the Board does not perform the		management system and the
	obligations to convene and preside over		scientificity and rationality of the
	the Shareholders’ general meetings in		remuneration plans for senior
	accordance with the Company Law, to		management personnel;
	convene and preside over the
	Shareholders’ general meetings;		~~(V)~~(VIII) to supervise the fulfilment of duties of the Board of Directors, senior
	(VIII) to submit proposals to the		management, Directors, chairman and
	Shareholders’ general meeting;		senior management personnel, and to
			propose dismissal of Directors and
	(IX) to initiate legal proceedings against		senior management personnel who have
	the Directors and senior management		violated laws, administrative
	personnel in accordance with Article 152		regulations, the Articles of Association
	of the Company Law;		or the resolutions of the general
			meeting;
	(X) to conduct investigations if there are
	any doubts or irregularities in relation to the operation of the Bank, and if		~~(VI)~~(IX) to require the Directors, president or other senior management
	necessary, to engage professionals from		personnel to rectify their conducts that
	accountant firms or law firms,		are detrimental to the Bank’s interests;
	professional auditors etc., to assist its
	duties at the expenses of the Bank;		~~(VII)~~(X) to propose the convening of extraordinary general meeting and, in
	(XI) to formulate the standard scheme		case the Board does not perform the
	for the remuneration and allowances of		obligations to convene and preside over
	the members of the Board of Supervisors		the Shareholders’ general meetings in
	of the Bank for review and		accordance with the Company Law, to
	determination at the Shareholders’		convene and preside over the
	general meeting;		Shareholders’ general meetings;
	(XII) to audit the business decisions, risk management and internal controls of		~~(VIII)~~(XI) to submit proposals to the Shareholders’ general meeting;
	the Bank, and to supervise the
	information technology risks of the Bank;		~~(IX)~~(XII) to initiate legal proceedings against the Directors and senior
			management personnel in accordance
			with Article 152 of the Company Law;

– 141 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURE OF THE BOARD OF SUPERVISORS

APPENDIX IV

Existing Revised Article Existing Article Article Revised Article No. No. (XIII) to attend the Board meetings and ~~(X)~~ (XIII) to conduct investigations if obtain the meeting materials; there are any doubts or irregularities in relation to the operation of the Bank, and (XIV) to supervise the Directors’ if necessary, to engage professionals recruiting procedures; from accountant firms or law firms, professional auditors etc., to assist its (XV) to organize the evaluation of duties at the expenses of the Bank; Supervisors and the mutual evaluation of the external Supervisors, and to report ~~(XI)~~ (XIV) to formulate the standard the evaluation results to the scheme for the remuneration and Shareholders’ general meeting for allowances of the members of the Board deliberation; of Supervisors of the Bank for review and determination at the Shareholders’ (XVI) to exercise other functions and general meeting; powers stipulated by laws, administrative regulations and other ~~(XII)~~ (XV) to ~~audit~~ supervise and regulations, or the Articles of inspect the business decisions, risk Association, or granted by the management and internal controls of the Shareholders’ general meetings. Bank, and ~~to supervise the information technology risks of the Bank~~ to urge relevant rectifications ; ~~(XIII)~~ (XVI) to attend the Board meetings and obtain the meeting materials; ~~(XIV)~~ (XVII) to supervise the Directors’ recruiting procedures; ~~(XV)~~ (XVIII) to organize ~~the evaluation of Supervisors and the mutual evaluation of the external Supervisors~~ a comprehensive evaluation on the duty performance of Directors and Supervisors , and to report the evaluation results to the Shareholders’ general meeting for deliberation;

– 142 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURE OF THE BOARD OF SUPERVISORS

APPENDIX IV

Existing													Revised
Article		Existing				Article							Article	Revised Article
No.													No.
														(XIX) to supervise and evaluate the
														performance of duties of the Board
														and senior management in capital
														management, management of
														advanced capital measurement
														method and liquidity risk
														management, and report the
														evaluation results to the general
														meeting; and
														~~(XVI)~~(XX) to exercise other functions
														and powers stipulated by laws,
														administrative regulations and other
														regulations, or the Articles of
														Association, or granted by the
														Shareholders’general meetings.
Article	The files of the meeting							of the			Board of		Article	The files of the meeting of the Board of
31	Supervisors,				including				notices			of	31	Supervisors, including notices of
	meetings,	meeting				materials,					meeting			meetings, meeting materials, meeting
	attendance			forms,			recordings					of		attendance forms, recordings of
	meetings, votes, meeting							resolutions				and		meetings, votes, meeting resolutions and
	minutes	of			meetings				signed			and		minutes of meetings signed and
	confirmed	by			the Supervisors						attending			confirmed by the Supervisors attending
	the meeting,				and	announcements						of		the meeting, and announcements of
	resolutions shall be kept							by the			Office of			resolutions shall be kept permanently
	the Board of		Supervisors for							a	period of			by the Office of the Board of
	20 years.													Supervisors ~~for a period of 20 years~~.
Article	Matters uncovered					herein					shall	be	Article	Matters uncovered herein shall be
36	implemented				in accordance						with	the	36	implemented in accordance with the
	laws and		regulations						such		as	the		laws and regulations such as the
	Company Law, the Law							of the People’s						Company Law, ~~the Law of the People’s~~
	Republic	of			China on				Commercial					~~Republic~~ ~~of~~ ~~China~~ ~~on~~ ~~Commercial~~
	Banks, the			Guidelines					on	Corporate				~~Banks, the Guidelines on Corporate~~
	Governance		of Commercial							Banks,		the		~~Governance of Commercial Banks, the~~
	Guidance for			Independent					Directors			and		~~Guidance for Independent Directors and~~
	External	Supervisors						of		Joint-Stock				~~External~~ ~~Supervisors~~ ~~of~~ ~~Joint-Stock~~
	Commercial			Banks,		and			the		relevant			~~Commercial Banks,~~ the Securities Law,
	provisions	of		the Articles of Association.										the Banking Supervision and
														Regulatory Law, the Code of
														Corporate Governance of Banking
														and Insurance Institutions, the Trial
														Administrative Measures of Overseas
														Securities Offering and Listing by
														Domestic Companies, and the relevant
														provisions of the Articles of Association.

– 143 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURE OF THE BOARD OF SUPERVISORS

APPENDIX IV

Existing			Revised
Article	Existing Article		Article	Revised Article
No.			No.
Article	The Rules are formulated and revised by		Article	The Rules are formulated and revised by
39	the Board of Supervisors and take effect		39	the Board of Supervisors and take effect
	from the date of the listing of	the H		~~from the date of the listing of ~~	~~the H~~
	shares publicly issued by the Bank on			~~shares publicly issued by the Bank on~~
	the Stock Exchange of Hong	Kong		~~the Stock Exchange of Hong ~~	~~Kong~~
	Limited after being approved by the			~~Limited ~~after being approved by the
	Shareholders’ general meeting. Since the			Shareholders’ general meeting. Since the
	effective date of the Rules, the former			effective date of the Rules, the former
	Terms of References of the Board of			~~Terms~~ ~~of~~ ~~References~~ Rules of
	Supervisors of the Bank	are		Procedure of the Board of Supervisors
	automatically lapsed. The amendments			of the Bank are automatically lapsed.
	to the Rules shall be implemented after			~~The amendments to the Rules shall be~~
	being reviewed and approved by the			~~implemented after being reviewed and~~
	special resolution of the Shareholders’			~~approved by the special resolution of the~~
	general meeting.			~~Shareholders’ general meeting.~~

Notes: (1) Save for the amendments above, other articles of the Rules of Procedure of the Board of Supervisors remain unchanged.

(2) The proposed amendments to the Rules of Procedure of the Board of Supervisors are prepared in Chinese and the English version is therefore a translation only. In the event of any discrepancy between the English translation and the Chinese version of the Rules of Procedure of the Board of Supervisors, the Chinese version shall prevail.

– 144 –

NOTICE OF 2023 FIRST EXTRAORDINARY GENERAL MEETING

==> picture [341 x 51] intentionally omitted <==

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

(Stock Code: 1983)

NOTICE OF 2023 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that 2023 first extraordinary general meeting (the “ EGM ”) of Luzhou Bank Co., Ltd. (the “ Bank ”) will be held at 9:00 a.m. on Thursday, October 12, 2023 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 ”) to consider and, if thought fit, to pass the following resolutions:

ORDINARY RESOLUTIONS

To consider and approve the 2022 profit distribution plan of the Bank.
To consider and approve the write-off of the following three non-performing assets with a principal amount of over RMB10.00 million by the Bank:
2.1 The write-off of a non-performing asset with a principal amount of RMB145.61 million;
2.2 The write-off of a non-performing asset with a principal amount of RMB250.00 million; and
2.3 The write-off of a non-performing asset with a principal amount of RMB38.00 million.
To consider and approve the disposal of certain collaterals by the Bank.

– 145 –

NOTICE OF 2023 FIRST EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTIONS

To consider and approve the proposed amendments to the articles of association of the Bank.
To consider and approve the proposed amendments to the rules of procedure of the shareholders’ general meeting of the Bank.
To consider and approve the proposed amendments to the rules of procedure of the board of directors of the Bank.
To consider and approve the proposed amendments to the rules of procedure of the board of supervisors of the Bank.

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

Luzhou, the PRC, August 28, 2023

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.

Notes:

The register of members of the Bank will be closed from Tuesday, September 12, 2023 to Thursday, October 12, 2023 (both dates inclusive), during which period no transfer of shares of the Bank (“ Shares ”) will be registered. In order to be entitled to attend and vote at the EGM, all transfer documents together with the relevant share certificates must be deposited at the Bank’s H Share Registrar, Computershare Hong Kong Investor Services Limited (Address: Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) (for H Shareholders) 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) (for Domestic Shareholders) for registration by no later than 4:30 p.m. on Monday, September 11, 2023.
Pursuant to the 2022 profit distribution plan, the Board of Directors proposes to distribute a cash dividend of RMB0.8 (tax inclusive) per 10 Shares to all Shareholders. The Bank will distribute cash dividends of RMB217.42 million in total (tax inclusive), based on its number of total issued shares of 2,717,752,062 Shares. With the approval of the EGM, the dividends will be distributed to the Domestic Shareholders and H Shareholders whose names appear on the register of members of the Bank on Tuesday, October 24, 2023. In order to determine the entitlement to the final dividend, the register of members for Domestic Shares and H Shares will be closed from Thursday, October 19, 2023 to Tuesday, October 24, 2023 (both dates inclusive). H Shareholders of the Bank who wish to receive the final dividend shall lodge all transfer documents accompanied by the relevant H share certificates with the H Share Registrar, Computershare Hong Kong Investor Services Limited (Address: Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) for share transfer registration no later than 4:30 p.m. on Wednesday, October 18, 2023. It is expected that the dividend payment date will be on Friday, December 8, 2023.
A shareholder of the Bank (the “ Shareholder ”) who is entitled to attend and vote at the EGM may appoint one or more proxies (the “ Proxy ” or “ Proxies ”) to attend and, in the event of a poll, vote on his or her behalf. A Proxy need not be a Shareholder.

– 146 –

NOTICE OF 2023 FIRST EXTRAORDINARY GENERAL MEETING

The instrument appointing a proxy must be in writing under the hand of the attorney duly authorized by a Shareholder in writing. In the case of a corporate Shareholder, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorized to sign the same.
In order to be valid, the form of proxy must be deposited to the Bank’s H Share Registrar, Computershare Hong Kong Investor Services Limited (Address: 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) (for H Shareholders) 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 Domestic Shareholders), not less than 24 hours before the time for holding the EGM (i.e. not later than 9:00 a.m. on Wednesday, October 11, 2023). 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 EGM or any adjourned meetings should they so wish.
Shareholders shall produce their identity documents and supporting documents in respect of the shares held when attending the EGM. If a corporate Shareholder appoints an authorized representative to attend the EGM, the authorized representative shall produce his/her identity documents and a notarial certified copy of the relevant authorization instrument signed by the Board of Directors or other authorized parties of the corporate Shareholders or other notarial certified documents allowed by the Bank. Proxies shall produce their identity documents and the form of proxy signed by the Shareholders or their attorney when attending the EGM.
Shareholders who intend to attend and vote at the EGM should complete and return the reply slip in writing by hand, by fax or by post to the Bank’s H Share Registrar, Computershare Hong Kong Investor Services Limited (Address: 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong; fax number: +852-28650990) (for H Shareholders) 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; fax number: +86-830-3100625) (for Domestic Shareholders) on or before Thursday, September 21, 2023.
The EGM is expected to be held for less than half a day. Shareholders who intend to attend the EGM shall arrange and bear their own transportation and accommodation expenses.
The name and address of the Bank’s H Share Registrar 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

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 Fax: +86-830-3100625

– 147 –

AI assistant

Luzhou Bank Co., Ltd. — Proxy Solicitation & Information Statement 2023

50320_rns_2023-08-25_092936ab-0de8-40c8-b346-c9ec01ac08aa.pdf

(Stock Code: 1983)

(1) 2022 PROFIT DISTRIBUTION PLAN

(2) PROPOSED WRITE-OFF OF CERTAIN NON-PERFORMING ASSETS

(3) PROPOSED DISPOSAL OF CERTAIN COLLATERALS

(4) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(5) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE SHAREHOLDERS’ GENERAL MEETING

(6) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE BOARD OF DIRECTORS

(7) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE BOARD OF SUPERVISORS

AND

(8) NOTICE OF 2023 FIRST EXTRAORDINARY GENERAL MEETING

DEFINITIONS

DEFINITIONS

DEFINITIONS

(1) 2022 PROFIT DISTRIBUTION PLAN

AND

I. INTRODUCTION

II. MATTERS TO BE CONSIDERED AT THE EGM

1. 2022 Profit Distribution Plan

Taxes on Dividends

(1) Individual Shareholders

(2) Enterprise Shareholders

(II) H Shareholders

(1) Non-resident enterprise Shareholders

(2) Non-resident individual Shareholders

2. Proposed Write-off of Certain Non-performing Assets

LETTER FROM THE BOARD

3. Proposed Disposal of Certain Collaterals

4. Proposed Amendments to the Articles of Association

5. Proposed Amendments to the Rules of Procedure of the Shareholders’ General Meeting

6. Proposed Amendments to the Rules of Procedure of the Board of Directors

7. Proposed Amendments to the Rules of Procedure of the Board of Supervisors

III. EGM

Closure of Register of Members

Reply Slip and Form of Proxy

Voting by Poll at the EGM

IV. RECOMMENDATION

Revised Article Revised Article No.

NOTICE OF 2023 FIRST EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS

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

Luzhou, the PRC, August 28, 2023

More from Luzhou Bank Co., Ltd.

Luzhou Bank Co., Ltd. Proxy Solicitation & Information Statement 2023

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