Luzhou Bank Co., Ltd. — Proxy Solicitation & Information Statement 2024

Sep 27, 2024

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

FORM OF PROXY FOR 2024 FIRST EXTRAORDINARY GENERAL MEETING TO BE HELD ON THURSDAY, OCTOBER 24, 2024 AND ANY ADJOURNED MEETING THEREOF

I/We[(Note][1)]

of[(Note][1)]

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

being the holder(s) of

in the share capital of Luzhou Bank Co., Ltd. (the “ Bank ”) and the shareholder(s) of the Bank (the “ Shareholder(s) ”), hereby appoint[(Note][3)] the Chairman of the meeting

or

of

to act as my/our proxy to attend and act for me/us at 2024 first extraordinary general meeting of the Bank (the “ Extraordinary General Meeting ”) to be held at 9:00 a.m. on Thursday, OctoberChinadated September(the24,“ PRC 2024”)30,atorMeeting2024at any(theadjournedRoom“ Notice 1101,meeting”) in11ththeFloor,thereof,mannersBuildingandas tohereundervote1, No.for18,me/usindicated,Sectionat suchor3, ifJiuchengmeetingno suchinAvenue,indicationrespectJiangyangofisthegiven,resolutionsDistrict,as my/oursetLuzhououtproxyinCity,thethinksnoticeSichuanfit.ofTheProvince,the fullExtraordinarytextstheofPeople’stheGeneralresolutionsRepublicMeetingareof set out in the Notice. Unless otherwise stated, terms used in the Notice shall have the same meaning when used herein.

		Special Resolutions(Note 4) For(Note 5)	Special Resolutions(Note 4) For(Note 5)
	1.	To consider and approve the election of Mr. FAN Jingdong as an independent non-executive Director for the eighth session of the Board of Directors and to consider and approve his remuneration.
	2.	To consider and approve the write-off of the following seven non-performing assets with a principal amount of and on- and off-balance-sheet interests or gains in aggregate over RMB10.00 million by the Bank:
	2.1	The write-off of a non-performing asset with a principal amount of RMB600.00 million and on- and off-balance-sheet gains thereof;
	2.2	The write-off of a non-performing asset with a principal amount of RMB228.973 million and on-balance-sheet interest thereof;
	2.3	The write-off of a non-performing asset with a principal amount of RMB99.825 million and on-balance-sheet gains thereof;
	2.4	The write-off of a non-performing asset with a principal amount of RMB27.0579 million and off-balance-sheet interest thereof;
	2.5	The write-off of a non-performing asset with a principal amount of RMB12.1313 million;
	2.6	The write-off of a non-performing asset with a principal amount of RMB10.00 million and off-balance-sheet interest thereof; and
	2.7	The write-off of a non-performing asset with a principal amount of RMB9.00 million and off-balance-sheet interest thereof.
	Date:	, 2024 Signature(s)(Note 6):

Notes:

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

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

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

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

5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, TICK IN THE BOX MARKED “ABSTAIN”. The shares abstained from voting will be counted in the calculation of the required majority. The ballots on which the words are not filled in, wrongly filled in or unintelligible or the ballots that are not voted shall be regarded as forbidden voting rights, and the voting results of their shares shall be regarded as “Abstain”. If no instruction is given, your proxy may vote or abstain at his/her discretion.

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

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

8. In order to be valid, this form of proxy together with the power of attorney or other authority (if any) must be lodged with the Bank’s H Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for 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 fixed for holding the Extraordinary General Meeting (i.e. no later than 9:00 a.m. on Wednesday, October 23, 2024) or any adjourned meeting thereof, as the case may be. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting should you so wish.

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

PERSONAL INFORMATION COLLECTION STATEMENT

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

• Luzhou Bank Co., Ltd. is not an authorized institution within the meaning of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorized to carry on banking/deposit-taking business in Hong Kong.