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

Sep 27, 2024

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 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) PROPOSED ELECTION OF MR. FAN JINGDONG AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR FOR THE EIGHTH SESSION OF THE BOARD OF DIRECTORS

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

AND

(3) NOTICE OF 2024 FIRST EXTRAORDINARY GENERAL MEETING

A notice convening the EGM of the Bank to be held at 9:00 a.m. on Thursday, October 24, 2024 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 10 to 12 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 23, 2024). 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 Sunday, October 13, 2024.

In case of any discrepancy between the Chinese and English versions of this Circular (including the appendix) 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.

September 30, 2024

CONTENTS

	PAGE
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I – BIOGRAPHY OF MR. FAN JINGDONG,
THE CANDIDATE FOR INDEPENDENT
NON-EXECUTIVE DIRECTOR AND
PROPOSED REMUNERATION . . . . . . . . . . . . . . . . . . .	9
NOTICE OF 2024 FIRST EXTRAORDINARY GENERAL MEETING . . . . . . . .	10

– 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 2024 first extraordinary general meeting of the Bank proposed to be held at 9:00 a.m. on Thursday, October 24, 2024 at Meeting Room 1101, 11th Floor, Building 1, No. 18, Section 3, Jiucheng Avenue, Jiangyang District, Luzhou City, Sichuan Province, the PRC

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

• “HK$” or “Hong Kong Dollars”

• Hong Kong Dollars, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “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

– 1 –

DEFINITIONS

• “H Share(s)”

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”

• September 25, 2024, being the latest practicable date for ascertaining certain information contained in this Circular prior to its printing

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

• “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 the Rules of Procedure of the Board of Directors of the of Directors” Bank (as amended, modified or otherwise supplemented from time to time)

• “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

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LETTER FROM THE BOARD

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

Executive Directors:

Mr. YOU Jiang (游江) (Chairman) Mr. 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. TANG Baoqi (唐保祺) Mr. ZHONG Jin (鍾錦) Mr. GAO Jinkang (高晉康) Mr. CHING Yu Lung (程如龍)

September 30, 2024

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED ELECTION OF MR. FAN JINGDONG AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR FOR THE EIGHTH SESSION OF THE BOARD OF DIRECTORS

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

(3) NOTICE OF 2024 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 24, 2024 at Meeting Room 1101, 11th Floor, Building 1, No. 18, Section 3, Jiucheng Avenue, Jiangyang District, Luzhou City, Sichuan Province, the PRC.

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.

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LETTER FROM THE BOARD

II. MATTERS TO BE CONSIDERED AT THE EGM

1. Proposed Election of Mr. FAN Jingdong as an Independent Non-executive Director for the Eighth Session of the Board of Directors and Approval of His Remuneration

Reference is made to the announcement dated September 25, 2024 of the Bank in relation to, among other things, the proposed appointment of an independent non-executive Director.

Now the Board of Directors proposes to the EGM by way of special resolution to approve the election of Mr. FAN Jingdong (“ Mr. FAN ”) as the independent non-executive Director of the Bank (including his remuneration).

The appointment of Mr. FAN is subject to the approval from the Sichuan Bureau of the National Financial Regulatory Administration. The term of office of Mr. FAN will commence upon the approval by the Sichuan Bureau of the National Financial Regulatory Administration for his qualification until the expiration of the term of office of the eighth session of the Board.

For the biography of Mr. FAN, the candidate for independent non-executive Director, and proposed remuneration, please see Appendix I to this Circular.

The nomination and remuneration committee of the Bank recommends candidate for independent non-executive Director to the Board in accordance with the following selection criteria and nomination procedures:

• identifying qualified individual as independent non-executive Director and selecting or making recommendations to the Board of Directors on selection of individuals nominated for independent non-executive directorship after due consideration of the requirements of the Company Law, the Law of the People’s Republic of China on Commercial Banks (《中華人民共和國商業銀行法》), the Securities Law of the People’s Republic of China (《中華人民共和國證券法》), the Corporate Governance Standards for Banking and Insurance Institutions (《銀行保險機構公司 治理準則》), the Measures for Implementation of the China Banking and Insurance Regulatory Commission for Administrative Licensing Matters Concerning ChineseFunded Commercial Banks (《中國銀保監會中資商業銀行行政許可事項實施辦 法》), the Listing Rules and the Articles of Association, the Rules of Procedure of the Shareholders’ General Meeting, the Rules of Procedure of the Board of Directors and other laws and regulations, normative documents and documents in relation to internal governance with combination of the actual situation of the Bank’s work and the contributions that such candidate may make to the Board with respect to the qualification, skills, experience, independence, gender diversity and other aspects; and

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LETTER FROM THE BOARD

• assessing the independence of independent non-executive Director with reference to the factors as set out in Rule 3.13 of the Listing Rules and any other factors the nomination and remuneration committee or the Board deems appropriate to determine his qualifications; assessing the sufficiency of time commitment of an independent non-executive Director to affairs of the Board in the event that the proposed independent non-executive Director shall hold his position as a director in seven (or more) listed companies.

When nominating Mr. FAN as an independent non-executive Director, the nomination and remuneration committee of the Bank has considered his rich experience and biography in his areas of expertise (such as finance) and other experience, and is satisfied that Mr. FAN possesses requisite quality, integrity and experience to perform his duties as an independent non-executive Director in a continuous and effective manner. Contributions of Mr. FAN to the diversity of the Board of the Bank are set forth in the biography of Mr. FAN in Appendix I to this Circular. In addition, Mr. FAN has confirmed to the Bank his compliance with the requirements regarding independence under Rule 3.13 of the Listing Rules in his election, therefore, the Board considers that Mr. FAN is independent.

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 2015 to 2022, the Bank generated six assets secured by mortgage, pledge, guarantee and/or the credit of financing entity in the course of business where the financiers and/or guarantors of these assets subsequently ceased and failed to perform their repayment obligations, and non-performing assets were resulted. In addition, from 1998 to 1999, the Bank generated an asset in the course of business where the financier of the asset subsequently ceased and failed to perform its repayment obligation; after the reorganization of the financier, part of the asset remained to be settled and was classified as non-performing asset by March 2015.

In order to effectively revitalize the existing non-performing credit assets, release a certain amount of credit to invest in higher-quality assets, create more income, and avoid the accumulation of non-performing assets and the rise in non-performing ratio which may affect the Bank’s reputation and operational stability, and ensure the stable development of the Bank, the Board agrees to write off these seven non-performing assets 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, specifically involving principal amounts of RMB986.9872 million, on-balance-sheet interests and gains of RMB143.2573 million, and off-balance-sheet interests and gains of RMB43.6852 million (the aforesaid interests and gains are calculated as of 31 July 2024, and the actual write-off amount is based on the amount on the date of

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LETTER FROM THE BOARD

consideration and approval at the EGM). As the write-off amounts of these seven assets are RMB712.1548 million, RMB273.4102 million, RMB119.1329 million, RMB34.7679 million, RMB12.1313 million, RMB11.3947 million and RMB10.9379 million, respectively, exceeding the internal authorization limit of RMB10.00 million, the Board proposes to submit seven special resolutions at the EGM to consider and approve the write-off of these seven non-performing assets with write-off amounts exceeding RMB10.00 million. According to the asset impairment provision policy of the Bank, the Bank has made provisions for impairment of these seven non-performing assets of approximately RMB538.9680 million, RMB113.5248 million, RMB10.5703 million, RMB17.3269 million, RMB12.1313 million, RMB5.2426 million and RMB7.0722 million, respectively, and it is expected that the write-off of these seven non-performing assets will require further provisions for impairment of approximately RMB140.5442 million, RMB115.4482 million, RMB108.5626 million, RMB9.7310 million, RMB0 million, RMB4.7574 million and RMB1.9278 million, respectively.

The Bank has imposed serious accountability on the relevant personnel of the abovementioned certain non-performing assets, and will impose accountability on the relevant personnel of the remaining non-performing assets according to the internal management system of the Bank depending on the loss after the recovery and disposal of the remaining 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 seven non-performing assets, the Bank will continue to recover and manage such assets according to the principle of “records maintain after debts are written off”. As of the Latest Practicable Date, the Bank has initiated procedures including filing lawsuits and applying for enforcement in relevant courts for these seven non-performing assets, actively promoted the collateral disposal procedures, and paid close attention to the debt restructuring, or bankruptcy and restructuring of the financiers, guarantors and relevant entities. 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.

III. EGM

The Bank intends to convene the EGM at 9:00 a.m. on Thursday, October 24, 2024 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 the EGM is also set out on pages 10 to 12 of this Circular.

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LETTER FROM THE BOARD

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 Monday, October 21, 2024 to Thursday, October 24, 2024 (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 Friday, October 18, 2024.

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 23, 2024).

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: +852-2865 0990) (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 10 days before the EGM (i.e. on or before Sunday, October 13, 2024).

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.

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LETTER FROM THE BOARD

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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BIOGRAPHY OF MR. FAN JINGDONG, THE CANDIDATE FOR INDEPENDENT NON-EXECUTIVE DIRECTOR AND PROPOSED REMUNERATION

APPENDIX I

The biography of Mr. FAN, the candidate for independent non-executive Director of the eighth session of the Board of Directors and proposed remuneration are as below:

Mr. FAN Jingdong , aged 55, has been the vice chairman of Chengdu Hi-tech General Branch of the China Association for Promoting Democracy since November 2019. Prior to that, Mr. FAN successively served as the head of the preparatory team for Chengdu Branch and the president of Chengdu Branch of Australia and New Zealand Bank (China) Company Limited from October 2013 to June 2024, during which he concurrently served as the chairman of Chongqing Liangping ANZ Rural Bank Company Limited from June 2017 to April 2024; he successively served as the head of the preparatory team for Chengdu Branch and the president of Chengdu Branch of ABN ARMO Bank (China) Limited (renamed as The Royal Bank of Scotland (China) Co., Ltd. since July 2010) from April 2006 to June 2013; he served as the general manager of Chengdu United Water Co., Ltd. (later renamed as Chengdu United Water Environmental Engineering Co., Ltd.) from July 2003 to April 2006; he successively served as the customer manager of the documentation department of Shenzhen Branch, the chief representative of Nanning Representative Office and the chief representative of Chengdu Representative Office of Standard Chartered Bank from April 1992 to July 2003.

Mr. FAN obtained a junior college diploma in English from Changchun Normal College (now known as Changchun Normal University) in July 1991.

The Bank will enter into a service contract with Mr. FAN. During his tenure as an independent non-executive Director, Mr. FAN will receive independent non-executive Director’s allowance of HK$350,000 per year and a subsidy of RMB1,000 for each meeting attended from the Bank. Such allowance and subsidy are determined in accordance with applicable laws and regulations and relevant remuneration policy of the Bank. Apart from the aforesaid allowance and subsidy, Mr. FAN will not receive any other remuneration from the Bank.

Save as disclosed above, as of the Latest Practicable Date, Mr. FAN did not hold any directorship in any other listed companies, did not hold any other major appointments and professional qualifications, and did not take up any post in any group members of the Bank in the past three years, nor have any relationship with any other Director, supervisor, senior management, substantial Shareholder or controlling Shareholder (as defined under the Listing Rules) of the Bank.

Furthermore, save as disclosed above, as at the Latest Practicable Date, Mr. FAN did not have any equity interest in the Bank within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). Save as disclosed herein, there is no other information relating to the appointment of Mr. FAN that shall be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor any matters that need to be brought to the attention of the Shareholders.

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NOTICE OF 2024 FIRST EXTRAORDINARY GENERAL MEETING

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

(Stock Code: 1983)

NOTICE OF 2024 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that 2024 first extraordinary general meeting (the “ EGM ”) of Luzhou Bank Co., Ltd. (the “ Bank ”) will be held at 9:00 a.m. on Thursday, October 24, 2024 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:

SPECIAL RESOLUTIONS

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:

3. 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;

4. 2.2 The write-off of a non-performing asset with a principal amount of RMB228.973 million and on-balance-sheet interest thereof;

5. 2.3 The write-off of a non-performing asset with a principal amount of RMB99.825 million and on-balance-sheet gains thereof;

6. 2.4 The write-off of a non-performing asset with a principal amount of RMB27.0579 million and off-balance-sheet interest thereof;

7. 2.5 The write-off of a non-performing asset with a principal amount of RMB12.1313 million;

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NOTICE OF 2024 FIRST EXTRAORDINARY GENERAL MEETING

• 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.

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

Luzhou, the PRC September 30, 2024

• 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:

1. The register of members of the Bank will be closed from Monday, October 21, 2024 to Thursday, October 24, 2024 (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 Friday, October 18, 2024.

2. A shareholder of the Bank (the “ Shareholder(s) ”) 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.

3. 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.

4. 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 23, 2024). 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.

5. 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.

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NOTICE OF 2024 FIRST EXTRAORDINARY GENERAL MEETING

1. 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: +852-2865 0990) (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 Sunday, October 13, 2024.

2. 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.

3. 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

1. 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

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