Luzhou Bank Co., Ltd. — Proxy Solicitation & Information Statement 2025

Nov 26, 2025

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 together with 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.

沪州银行股份有限公司*

LUZHOUBANKCO.,LTD.

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

(Stock Code: 1983)

(1) PROPOSED ELECTION OF MS. WANG JIE AS A NON-EXECUTIVE DIRECTOR FOR THE EIGHTH SESSION OF THE BOARD OF DIRECTORS
(2) PROPOSED ELECTION OF MR. QIU WEI AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR FOR THE EIGHTH SESSION OF THE BOARD OF DIRECTORS
(3) PROPOSED AUTHORIZATION TO THE BOARD TO EXERCISE THE RIGHTS OF DECIDING ON A CERTAIN CREDIT CUSTOMER'S ASSET RESTRUCTURING PLAN AND POSSIBLE REDUCTION AND EXEMPTION MATTERS INVOLVED

AND

(4) NOTICE OF 2025 FIRST EXTRAORDINARY GENERAL MEETING

A notice convening the EGM of the Bank to be held at 9:00 a.m. on Wednesday, December 17, 2025 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 12 to 13 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 Tuesday, December 16, 2025). 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 Saturday, December 6, 2025.

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.

November 28, 2025

---

CONTENTS

PAGE

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
APPENDIX I - BIOGRAPHY OF MS. WANG JIE,
THE CANDIDATE FOR NON-EXECUTIVE
DIRECTOR AND PROPOSED REMUNERATION ... 9
APPENDIX II - BIOGRAPHY OF MR. QIU WEI,
THE CANDIDATE FOR INDEPENDENT
NON-EXECUTIVE DIRECTOR AND
PROPOSED REMUNERATION ... 10
NOTICE OF 2025 FIRST EXTRAORDINARY GENERAL MEETING ... 12

• 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. (泸州银行股份有限公司), 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

"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 2025 first extraordinary general meeting of the Bank proposed to be held at 9:00 a.m. on Wednesday, December 17, 2025 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 -

---

• 2 -

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”
November 26, 2025, 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’ Meeting”
the Rules of Procedure of the Shareholders’ 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)

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

“Shares”
shares of the Bank, including Domestic Shares and H Shares

---

LETTER FROM THE BOARD

泸州银行股份有限公司*

LUZHOUBANKCO.,LTD.

(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)

Independent non-executive Directors:

Mr. ZHONG Jin (鐘錦)

Mr. CHING Yu Lung (程如龍)

Mr. HAN Zirong (韓子榮)

Mr. FAN Jingdong (范靜東)

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

November 28, 2025

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED ELECTION OF MS. WANG JIE AS A NON-EXECUTIVE DIRECTOR FOR THE EIGHTH SESSION OF THE BOARD OF DIRECTORS

(2) PROPOSED ELECTION OF MR. QIU WEI AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR FOR THE EIGHTH SESSION OF THE BOARD OF DIRECTORS

(3) PROPOSED AUTHORIZATION TO THE BOARD TO EXERCISE THE RIGHTS OF DECIDING ON A CERTAIN CREDIT CUSTOMER'S ASSET RESTRUCTURING PLAN AND POSSIBLE REDUCTION AND EXEMPTION MATTERS INVOLVED

AND

(4) NOTICE OF 2025 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 Wednesday, December 17, 2025 at Meeting Room 1101, 11th Floor, Building 1, No. 18, Section 3, Jiucheng Avenue, Jiangyang District, Luzhou City, Sichuan Province, the PRC.

---

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. Proposed Election of Ms. WANG Jie as a Non-executive Director for the Eighth Session of the Board of Directors and Approval of Her Remuneration

Reference is made to the announcement dated November 26, 2025 of the Bank in relation to, among other things, the proposed appointment of a non-executive Director.

Now the Board of Directors proposes to the EGM by way of special resolution to approve the election of Ms. WANG Jie (“Ms. WANG”) as the non-executive Director of the Bank (including her remuneration).

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

For the biography of Ms. WANG, the candidate for non-executive Director, and proposed remuneration, please refer to Appendix I to this Circular.

2. Proposed Election of Mr. QIU Wei 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 November 26, 2025 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. QIU Wei (“Mr. QIU”) as the independent non-executive Director of the Bank (including his remuneration).

The appointment of Mr. QIU is subject to the approval from the Sichuan Bureau of the National Financial Regulatory Administration. The term of office of Mr. QIU 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. QIU, the candidate for independent non-executive Director, and proposed remuneration, please refer to Appendix II to this Circular.

---

LETTER FROM THE BOARD

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 Chinese-Funded 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' 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

• 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; in the event that the proposed independent non-executive Director shall hold his position as a director in seven (or more) listed companies, he can no longer serve as a Director of the Bank.

When nominating Mr. QIU 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. QIU 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. QIU to the diversity of the Board of the Bank are set forth in the biography of Mr. QIU in Appendix II to this Circular. In addition, Mr. QIU 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. QIU is independent.

• 5 -

---

LETTER FROM THE BOARD

3. Proposed Authorization to the Board to Exercise the Rights of Deciding on a Certain Credit Customer’s Asset Restructuring Plan and Possible Reduction and Exemption Matters Involved

During the period from 2016 to 2019, the Bank entered into three financing arrangements with three companies under the same group, respectively, in the course of business. Affected by the economic downturn, the parent company of these borrowers (the “Group”) has experienced operational difficulties since 2020, resulting in a significant reduction in its repayment capacity, and the three financings were reclassified as non-performing assets in December 2024 and August 2025, respectively. After identifying the potential risks associated with the Group, the Bank has taken various risk mitigation measures, including reducing outstanding balances, enhancing credit support and introducing investors to revitalize the segments under the Group. Additionally, it has secured further collateral by pledging equity interests in the core enterprises of the Group’s segments. As of the Latest Practicable Date, the outstanding principal balance of the Group’s financings with the Bank amounted to RMB818 million, with accrued interest totaling RMB144 million.

Recently, a state-owned enterprise with financial strength (the “SOE”) proposes to acquire certain assets of the Group (the “Acquisition”) (both the SOE and the Group are independent third parties of the Bank), which involves asset restructuring.

Currently, the SOE has not entered into an acquisition agreement with the Group in relation to the Acquisition, and the financing restructuring plan with financial institutions has also not been specifically determined. In order to facilitate the Acquisition, enhance the efficiency in the disposal of non-performing assets and mitigate risks, the Bank proposes to submit a special resolution to the Shareholders at the EGM, to consider and approve the authorization to the Board to exercise the rights of deciding on the Group’s restructuring plan in respect of the financings with a principal balance of RMB818 million and their yields and other gains, if any, including but not limited to making the restructuring through retention of debts, extension of debt maturity, change of repayment plan, change of interest rate standard, change of guarantee method, debt settlement with assets, debt-for-equity swap, change of borrowing entity, transfer of creditor’s rights, transfer of interest to principal, etc., as well as, in order to facilitate the asset restructuring, offering concessions through reduction or exemption of interest, penalty interest, default fine, expenses incurred for realizing creditor’s rights and security rights, etc.

Since the asset restructuring plan has not yet been determined, the Bank will inform the Shareholders and potential investors of any further material development in relation to the asset restructuring and make appropriate disclosures as required under the Listing Rules as and when appropriate.

---

LETTER FROM THE BOARD

III. EGM

The Bank intends to convene the EGM at 9:00 a.m. on Wednesday, December 17, 2025 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 12 to 13 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 Friday, December 12, 2025 to Wednesday, December 17, 2025 (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 Thursday, December 11, 2025.

Form of Proxy and Reply Slip

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 Tuesday, December 16, 2025).

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 Saturday, December 6, 2025).

---

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.

---

APPENDIX I

BIOGRAPHY OF MS. WANG JIE, THE CANDIDATE FOR NON-EXECUTIVE DIRECTOR AND PROPOSED REMUNERATION

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

Ms. WANG Jie, aged 44, has been serving as a full-time equity director for Luzhou Municipal State-owned Financial Enterprises under Luzhou State-owned Capital Operation Co., Ltd. (瀘州市國有資本運營管理有限責任公司) since October 2025. Prior to that, Ms. WANG served as a fourth-class researcher (四級調研員) at the Luzhou Municipal Finance Bureau (瀘州市財政局) from September 2025 to October 2025, and served as the section chief (科長) of the First Economic Development Division (經濟建設一科) and a fourth-class researcher at the Luzhou Municipal Finance Bureau from December 2024 to September 2025. From March 2024 to December 2024, she served as the section chief of the First Economic Development Division and a first-class principal staff member (一級主任科員) of the Luzhou Municipal Finance Bureau. From June 2023 to March 2024, she served as the section chief of the Natural Resources and Ecological Environment Division (自然資源與生態環境科) and a first-class principal staff member of the Luzhou Municipal Finance Bureau. From September 2018 to June 2023, she served as the section chief of the Education, Science and Culture Division (教科文科) and a first-class principal staff member of the Luzhou Municipal Finance Bureau. Besides, she served as the section chief of the State-owned Assets Management Division (國有資產管理科) of the Luzhou Municipal Finance Bureau from July 2017 to September 2018, and served as a deputy director (副局長) of the Luzhou Municipal Financial Supervision and Inspection Bureau (瀘州市財政監督檢查局) from April 2015 to July 2017. From April 2008 to April 2015, she served as a deputy section chief (副科長) of the Education, Science and Culture Division of the Luzhou Municipal Finance Bureau. From December 2004 to April 2008, she served as a staff member (科員) of the Education, Science and Culture Division of the Luzhou Municipal Finance Bureau.

Ms. WANG obtained a Bachelor of Management in Accounting from Xiangtan University in June 2003.

The Bank will enter into a service contract with Ms. WANG. During her tenure as a non-executive Director, Ms. WANG will not receive any remuneration or subsidy from the Bank.

Save as disclosed above, as of the Latest Practicable Date, Ms. WANG 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, 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, Ms. WANG 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 information relating to the appointment of Ms. WANG that shall be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor any other matters that need to be brought to the attention of the Shareholders.

• 9 -

---

APPENDIX II

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

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

Mr. QIU Wei, aged 63, has been serving as an independent director of Bank of Xi'an Company Limited (a company listed on the Shanghai Stock Exchange, stock code: 600928) since August 2025, and has been serving as an independent director of Huisheng Fund Management Co., Ltd. (惠升基金管理有限责任公司) since November 2024. Prior to that, Mr. QIU served as the deputy secretary of the party committee of Ping An Bank Co., Ltd. from July 2023 to April 2024; served as the deputy secretary of the party committee and the secretary of the disciplinary committee of Ping An Bank Co., Ltd. from December 2022 to July 2023; served as the deputy secretary of the party committee, the secretary of the disciplinary committee and the chairman of the board of supervisors of Ping An Bank Co., Ltd. from May 2010 to December 2022; served as the deputy secretary of the party committee, the secretary of the disciplinary committee, the chairman of the board of supervisors and the chairman of the labor union of Shenzhen Commercial Bank Co., Ltd. (later renamed as Ping An Bank Co., Ltd.) from October 2005 to May 2010; served as the deputy secretary of the party committee and the president of Shenzhen International Trust & Investment Co., Limited (深圳國際信託投資有限責任公司) from May 2004 to October 2005; worked at Shenzhen Branch of Guangdong Development Bank Co., Ltd. and successively served as the office director, the assistant to the president of the branch, vice president, president and the secretary of the party committee from February 1994 to May 2004; worked in Shenzhen Development Bank Co., Ltd. and successively served as the fund planner, the director of the comprehensive office of the head office, the vice president of Development Building Sub-branch, the vice president of Shangbu Sub-branch and the general manager assistant of the head office's human resources department from February 1990 to February 1994; and worked at Luzhou Central Sub-branch of the People's Bank of China, Sichuan Province, and successively served as the loan officer, the staff member of the research department, the deputy section chief of the funds division and the section chief of the foreign exchange division from July 1983 to February 1990.

Mr. QIU obtained a PhD in Finance from Southwestern University of Finance and Economics in January 2005 and was certified as a senior economist by the Guangdong Provincial Bureau of Personnel in February 1998.

The Bank will enter into a service contract with Mr. QIU. During his tenure as an independent non-executive Director, Mr. QIU 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. QIU will not receive any other remuneration from the Bank.

• 10 -

---

APPENDIX II

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

Save as disclosed above, as of the Latest Practicable Date, Mr. QIU 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, 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. QIU 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 information relating to the appointment of Mr. QIU that shall be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor any other matters that need to be brought to the attention of the Shareholders.

• 11 -

---

NOTICE OF 2025 FIRST EXTRAORDINARY GENERAL MEETING

泸州银行股份有限公司*

LUZHOUBANKCO.,LTD.

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

(Stock Code: 1983)

NOTICE OF 2025 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that 2025 first extraordinary general meeting (the "EGM") of Luzhou Bank Co., Ltd. (the "Bank") will be held at 9:00 a.m. on Wednesday, December 17, 2025 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 Ms. WANG Jie as a non-executive Director for the eighth session of the Board of Directors and to consider and approve her remuneration.
2. To consider and approve the election of Mr. QIU Wei as an independent non-executive Director for the eighth session of the Board of Directors and to consider and approve his remuneration.
3. To consider and approve the authorization to the Board to exercise the rights of deciding on a certain credit customer's asset restructuring plan and possible reduction and exemption matters involved.

By order of the Board

Luzhou Bank Co., Ltd.*

YOU Jiang

Chairman

Luzhou, the PRC

November 28, 2025

• 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.

• 12 -

---

NOTICE OF 2025 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

1. The register of members of the Bank will be closed from Friday, December 12, 2025 to Wednesday, December 17, 2025 (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 Thursday, December 11, 2025.

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 Tuesday, December 16, 2025). 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.

6. 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 Saturday, December 6, 2025.

7. 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.

8. 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