china zheshang bank co., ltd. 浙商銀行股份有限公司 · according to the notice on...

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker orother registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Zheshang Bank Co., Ltd., you should at once hand thiscircular and the accompanying proxy form and reply slip to the purchaser or transferee or to the bank, stockbrokeror other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibilityfor the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim anyliability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contentsof this circular.

CHINA ZHESHANG BANK CO., LTD.浙商銀行股份有限公司

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

(Stock Code: 2016)

(Stock Code of Preference Shares: 4610)

PROPOSED DISTRIBUTION OF 2019 DIVIDENDPROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTORS AND

INDEPENDENT NON-EXECUTIVE DIRECTORPROPOSED CHANGE OF AUDITOR

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATIONPROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR

SHAREHOLDERS’ GENERAL MEETINGSPROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR

THE BOARD OF DIRECTORSPROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR

THE SUPERVISORY COMMITTEENOTICE OF 2019 ANNUAL GENERAL MEETING

ANDNOTICE OF 2020 FIRST CLASS MEETING FOR H SHAREHOLDERS

The AGM and the Class Meetings of the Bank will be held at Deefly Lakeview Hotel, No.2 West Huancheng Road,Xiacheng District, Hangzhou, Zhejiang, the PRC on Tuesday, June 16, 2020 at 2:00 p.m. The notice of the AGM andthe notice of the 2020 First Class Meeting for H Shareholders are set out on page 38 to 42 of this circular. The noticeof the 2020 First Class Meeting for A Shareholders will be published by the Bank separately.

Whether or not you are able to attend the AGM and/or the 2020 First Class Meeting for H Shareholders, you areadvised to read the notice of the AGM and the notice of the 2020 First Class Meeting for H Shareholders and tocomplete and return the enclosed proxy form in accordance with the instructions printed thereon. For H Shareholders,the proxy form should be returned to the Bank’s H Share Registrar, Computershare Hong Kong Investor ServicesLimited in person or by post as soon as possible but in any event not less than 24 hours before the time stipulatedfor convening the AGM and/or the 2020 First Class Meeting for H Shareholders or any adjourned meeting thereof.Completion and return of the proxy form will not preclude you from attending and voting at the AGM and/or the 2020First Class Meeting for H Shareholders or at any adjourned meeting if you so wish.

If you intend to attend the AGM and/or the 2020 First Class Meeting for H Shareholders in person or by proxy, youare required to complete and return the reply slip to the Bank’s Office of the Board or to the H Share Registrar,Computershare Hong Kong Investor Services Limited on or before Wednesday, May 27, 2020.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

April 29, 2020

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

LETTER FROM THE BOARD

I. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

II. MATTERS TO BE CONSIDERED AT THE AGM AND CLASS MEETINGS

1. Proposed Distribution of 2019 Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . 5

2. Proposed Appointment of Non-Executive Directors and IndependentNon-Executive Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

3. Proposed Change of Auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

4. Proposed Amendments to the Articles of Association . . . . . . . . . . . . . . . . 9

5. Proposed Amendments to the Rules of Procedures for Shareholders’General Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

6. Proposed Amendments to the Rules of Procedures for the Board ofDirectors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

7. Proposed Amendments to the Rules of Procedures for the SupervisoryCommittee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

III. AGM AND 2020 FIRST CLASS MEETING FOR H SHAREHOLDERS . . . . . 11

IV. VOTING BY POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

V. RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

APPENDIX I – AMENDMENTS TO THE ARTICLES OF ASSOCIATION . . 13

APPENDIX II – AMENDMENTS TO THE RULES OF PROCEDURESFOR SHAREHOLDERS’ GENERAL MEETINGS . . . . 28

APPENDIX III – AMENDMENTS TO THE RULES OF PROCEDURESFOR THE BOARD OF DIRECTORS . . . . . . . . . . . . . . . 32

APPENDIX IV – AMENDMENTS TO THE RULES OF PROCEDURESFOR THE SUPERVISORY COMMITTEE . . . . . . . . . . 37

NOTICE OF 2019 ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . 38

NOTICE OF 2020 FIRST CLASS MEETING FOR H SHAREHOLDERS . . . . . 41

CONTENTS

– i –

In this circular, unless the context otherwise requires, the following expressions have the

following meanings:

“2020 First Class Meeting for

A Shareholders”

the 2020 first class meeting for A Shareholders of the

Bank to be held at Deefly Lakeview Hotel, No.2 West

Huancheng Road, Xiacheng District, Hangzhou,

Zhejiang, the PRC immediately after the conclusion of

the AGM on Tuesday, June 16, 2020

“2020 First Class Meeting for

H Shareholders”

the 2020 first class meeting for H Shareholders of the

Bank to be held at Deefly Lakeview Hotel, No.2 West

Huancheng Road, Xiacheng District, Hangzhou,

Zhejiang, the PRC immediately after the conclusion of

the 2020 First Class Meeting for A Shareholders on

Tuesday, June 16, 2020

“A Share(s)” ordinary share(s) of RMB1.00 each in the share capital of

the Bank, which is (are) listed on SSE and traded in RMB

“A Shareholder(s)” shareholder(s) of A Shares(s)

“AGM” or “Annual General

Meeting”

the 2019 Annual General Meeting or any adjourned

meeting of the Bank to be held at Deefly Lakeview Hotel,

No.2 West Huancheng Road, Xiacheng District,

Hangzhou, Zhejiang, the PRC on Tuesday, June 16, 2020

at 2 p.m.

“Articles of Association” the articles of association of the Bank, as amended,

supplemented or otherwise modified from time to time

“Bank” China Zheshang Bank Co., Ltd. (浙商銀行股份有限公司), a sino-foreign joint venture incorporated in the PRC

on April 16, 1993 in accordance with the PRC laws, and

reorganized to a joint-stock company with approval of the

China Banking Regulatory Commission on June 30,

2004, the A Shares of which are listed on SSE (Stock

Code: 601916) and the H Shares of which are listed on

the Stock Exchange (Stock Code: 2016)

“Board” or “Board of Directors” the board of directors of the Bank

“CBIRC” China Banking and Insurance Regulatory Commission

DEFINITIONS

– 1 –

“Class Meetings” relevant class meetings to be held on Tuesday, June 16,

2020, being the date of the AGM, or any adjourned

meetings at which (i) A Shareholders and (ii) H

Shareholders will consider and approve the resolution on

the proposed amendments to the Articles of Association

“Director(s)” the director(s) of the Bank

“H Shares” overseas listed foreign shares of RMB1.00 each in the

share capital of the Bank, which are listed on the Stock

Exchange and traded in Hong Kong dollars

“H Shareholder(s)” shareholder(s) of H Shares

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong” the Hong Kong Special Administrative Region of the

PRC

“Macau” the Macau Special Administrative Region of the PRC

“Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The

Stock Exchange of Hong Kong Limited, as amended,

supplemented or otherwise modified from time to time

“PRC” the People’s Republic of China, excluding, for the

purposes of this circular only, Hong Kong, Macau and

Taiwan

“Preference Shares” the US$2,175,000,000 Non-Cumulative Perpetual

Offshore Preference Shares at the dividend yield of

5.45% issued by the Bank on March 29, 2017

“RMB” Renminbi, the lawful currency of the PRC

“Rules of Procedures for the

Board of Directors”

Rules of Procedures for the Board of Directors of China

Zheshang Bank Co., Ltd.

“Rules of Procedures for

Shareholders’ General

Meetings”

Rules of Procedures for the Shareholders’ General

Meetings of China Zheshang Bank Co., Ltd.

“Rules of Procedures for the

Supervisory Committee”

Rules of Procedures for the Supervisory Committee of

China Zheshang Bank Co., Ltd.

DEFINITIONS

– 2 –

“SSE” the Shanghai Stock Exchange

“Share(s)” A Share(s) and H Share(s)

“Shareholder(s)” shareholder(s) of A Shares and H Shares

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Supervisor(s)” the supervisor(s) of the Bank

“Supervisory Committee” the supervisory committee of the Bank

“US$” or “US dollars” the lawful currency of the United States of America

“%” per cent

DEFINITIONS

– 3 –


(A joint-stock company incorporated in the People’s Republic of China with limited liability)(Stock Code: 2016)


Executive DirectorsMr. SHEN RenkangMr. XU RenyanMs. ZHANG Luyun

Non-executive DirectorsMr. HUANG ZhimingMr. WEI DongliangMs. GAO QinhongMr. HU TiangaoMr. ZHU WeimingMs. LOU Ting

Independent Non-executive DirectorsMr. TONG BenliMr. YUAN FangMr. DAI DemingMr. LIU Pak WaiMr. ZHENG JinduMr. ZHOU ZhifangMr. WANG Guocai

Registered Office:No. 1788, Hongning RoadXiaoshan DistrictHangzhouZhejiangthe PRC

Principal place of businessin Hong Kong

15/F, Three Exchange SquareNo. 8 Connaught PlaceCentralHong Kong

April 29, 2020

To the Shareholders

Dear Sir or Madam,

PROPOSED DISTRIBUTION OF 2019 DIVIDENDPROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTORS AND

INDEPENDENT NON-EXECUTIVE DIRECTORPROPOSED CHANGE OF AUDITOR

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATIONPROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR

SHAREHOLDERS’ GENERAL MEETINGSPROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR

THE BOARD OF DIRECTORSPROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR

THE SUPERVISORY COMMITTEENOTICE OF 2019 ANNUAL GENERAL MEETING

ANDNOTICE OF 2020 FIRST CLASS MEETING FOR H SHAREHOLDERS

I. INTRODUCTION

The purpose of this circular is to provide you with the notice of the AGM and the noticeof the 2020 First Class Meeting for H Shareholders, and to provide you with all the informationreasonably necessary to enable you to make an informed decision on whether to vote for oragainst the proposed resolutions at the AGM and the 2020 First Class Meeting for HShareholders.


– 4 –

II. MATTERS TO BE CONSIDERED AT THE AGM AND CLASS MEETINGS

1. Proposed Distribution of 2019 Dividend

The Board recommended to declare a cash dividend for ordinary Shares for 2019 at

RMB2.40 (tax inclusive) for every 10 Shares, in a total amount of approximately RMB5.104

billion. The above profit distribution proposal is subject to review and approval at the AGM.

If approved, the final dividend distribution of the Bank for 2019 will be denominated and

declared in RMB and paid in RMB for A Shares and in equivalent Hong Kong dollars for H

Shares. The Hong Kong dollar to RMB exchange rate is calculated based on the average

mid-point exchange rate published on the website of the People’s Bank of China seven business

days immediately prior to the date of AGM.

The dividend is expected to be paid before August 15, 2020, subject to the approval by

the Shareholders by way of ordinary resolution on the 2019 final dividend payment

arrangement.

According to the Enterprise Income Tax Law of the People’s Republic of China (2018

Revision) and its Implementation Rules (2019 Revision), the Bank shall withhold and pay

enterprise income tax at the rate of 10% before distributing dividends to non-resident

enterprise Shareholders whose names appear on the Bank’s register of members for H Shares.

According to the Notice on Collection of Individual Income Tax after the Repeal of Guo

Shui Fa No. [1993] 045 (Guo Shui Han No. [2011] 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 individual holders of the H Shares.

If the individual holders of the H Shares are Hong Kong or Macau residents or residents

of other countries or regions that have a tax rate of 10% under the tax treaties with the PRC,

the Bank will withhold and pay individual income tax at the rate of 10% on behalf of such

Shareholders.

If the individual holders of the H Shares are residents of countries or regions that have

a tax rate lower than 10% under the tax treaties with the PRC, the Bank will withhold and pay

individual income tax at the rate of 10% on behalf of such Shareholders. If such Shareholders

wish to claim refund of the amount in excess of the individual income tax payable under the

tax treaties, the Bank can apply on behalf of the Shareholders according to the relevant tax

treaties for the relevant agreed preferential tax treatment, provided that the relevant

Shareholders submit the relevant documents and information in a timely manner required by

the Administrative Measures for Non-resident Taxpayers Claiming Tax Treaty Benefits (State

Taxation Administration Announcement 2019, No. 35)(《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)) and the provisions of the relevant tax treaties. The

Bank will assist with the tax refund subject to the approval of the competent tax authority.


– 5 –


a tax rate higher than 10% but lower than 20% under the tax treaties with the PRC, the Bank

will withhold and pay individual income tax at the applicable tax rates stated in such taxation

treaties on behalf of such Shareholders.


a tax rate of 20% under the tax treaties with the PRC, or that have not entered into any taxation

treaties with the PRC, or otherwise, the Bank will withhold and pay individual income tax at

the rate of 20% on behalf of such Shareholders.

According to the relevant requirements of the Notice on the Tax Policies Concerning the

Pilot Program of the Shanghai-Hong Kong Stock Connect (Cai Shui [2014] No. 81) (《關於滬港股票市場交易互聯互通機制試點有關稅收政策的通知(財稅[2014]81號)》) and the Notice

on the Tax Policies Concerning the Pilot Program of the Shenzhen-Hong Kong Stock Connect

(Cai Shui [2016] No. 127) (《關於深港股票市場交易互聯互通機制試點有關稅收政策的通知(財稅[2016]127號)》), the Bank shall withhold an individual income tax at the rate of 20% on

dividends derived from investing in H Shares listed on the Stock Exchange through the

Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect by mainland

individual investors. As to the withholding tax having been paid abroad, an individual investor

may file an application for tax credit with the competent tax authority of China Securities

Depository and Clearing Co., Ltd. with an effective credit document. Reference shall be made

to individual income tax regulations for dividends received by mainland securities investment

funds from investing in shares listed on the Stock Exchange through Shanghai-Hong Kong

Stock Connect and Shenzhen-Hong Kong Stock Connect. Dividends received by mainland

enterprises investors from shares acquired from the Stock Exchange through Shanghai-Hong

Kong Stock Connect and Shenzhen-Hong Kong Stock Connect shall be included in their total

income and subject to enterprise income tax in accordance with the laws. The Bank shall not

withhold income tax on dividends to mainland enterprise investors who shall report and pay

their income tax on their own.

If the H Shareholders of the Bank have any queries regarding the above tax arrangements,

please consult your tax consultants regarding the tax impacts in the mainland China, Hong

Kong and other countries (regions) for holding and selling the Bank’s H Shares.

2. Proposed Appointment of Non-Executive Directors and Independent Non-ExecutiveDirector

The Board has resolved to nominate Mr. Wang Jian and Mr. Ren Zhixiang as the

candidates for the non-executive directors of the fifth session of the Board of the Bank and

nominate Mr. Wang Wei as the candidate for the independent non-executive director of the fifth

session of the Board of the Bank. The relevant proposal will be summitted to the AGM by way

of ordinary resolutions for shareholders’ review and approval. They will hold office effective

from the date of approval by the AGM and ratification of their eligibilities by the CBIRC to

the expiration of the fifth session of the Board. Pursuant to the service contracts to be entered

into with the Bank, Mr. Wang Jian and Mr. Ren Zhixiang will not receive any remuneration


– 6 –

from the Bank and the remuneration to be received by Mr. Wang Wei as an independent

non-executive Director of the Bank will be determined and paid in accordance with the relevant

laws and regulations as well as the relevant provisions of the Articles of Association.

Biographical details of Mr. Wang Jian, Mr. Ren Zhixiang and Mr. Wang Wei are set out

as below:

Mr. Wang Jian, aged 39. Main experience of Mr. Wang Jian includes: from April 2006 to

June 2009, he worked as the consultant advisor of Huaxin Consulting Co., Ltd; from July 2009

to September 2011, he worked as the investment manager of Zhejiang Zhongda Group

Investment Co., Ltd.; from September 2011 to February 2016, he successively worked as

assistant to the director of office, deputy director and director of office of Zhejiang Wuchan

Zhongda Yuantong Group Co., Ltd.; from February 2016 to January 2018, he worked as the

deputy general manager of financial industry department of Wuchan Zhongda Group Co., Ltd.;

since January 2018, he has successively been the deputy general manager and general manager

of Zhejiang Provincial Financial Holdings Co,. Ltd. Mr. Wang Jian graduated from Nanjing

University of Posts and Telecommunications, majoring in enterprise management and obtained

a master’s degree.

Mr. Ren Zhixiang, aged 51. Main experience of Mr. Ren Zhixiang includes: from May

2006 to February 2007, he worked as the deputy general manager of investment banking

department of Zhejiang International Trust & Investment Company Ltd.; from February 2007

to October 2010, he served as a senior director of asset management department of Zhejiang

Provincial Energy Group Co., Ltd.; from October 2010 to November 2013, he worked as the

chief economist of strategy research and legal affairs department of Zhejiang Provincial Energy

Group Co., Ltd.; from November 2013 to November 2019, he successively served as the chief

economist, the deputy director and director of strategy management and legal department of

Zhejiang Provincial Energy Group Co., Ltd.; since November 2019, he has been working as the

general manager and deputy secretary of the Party Committee of Zheneng Fund Holdings

Company Ltd.. Mr. Ren Zhixiang graduated from Zhejiang University, majoring in political

economy and obtained a doctoral degree.

Mr. Wang Wei, aged 52. Since September 1995, Mr. Wang Wei has been teaching at the

School of Economics of Zhejiang University, being a lecturer, associate professor and

professor of the School of Economics of Zhejiang University successively; from June 2009 to

June 2012, he served as vice president of the School of Economics of Zhejiang University,

deputy director of the academic committee and executive director of the Academy of Financial

Research of Zhejiang University; since March 2010, he has been working as the professor and

chief specialist of the Academy of Financial Research of Zhejiang University; since June 2013,

he has been serving as secretary general and standing vice president of the Zhejiang Financial

Association; since September 2017, he has been the president of the Academy of Financial

Research of Zhejiang Province. Mr. Wang Wei has been an independent director of Caitong

Securities Co., Ltd. since June 2015, an independent director of Anhui Jiangnan Chemical

Industry Co., Ltd. since April 2018, an independent director of Zhejiang Mybank Co., Ltd.

since April 2019, an independent director of Betta Pharmaceuticals Co., Ltd. since November


– 7 –

2019, an independent director of Sunwave Communications Co., Ltd. since January 2020, and

an external supervisor of Bank of Wenzhou Co., Ltd. since November 2018. Mr. Wang Wei

currently also serves as an independent director of China Electronic Investment Holding Co.,

Ltd., Olympus Investments Co., Ltd., Hangzhou Xin’an River and Qiandao Lake Basin

Industrial Investment Fund Management Co., Ltd., and Wan Xiang Trust Co., Ltd., and an

external supervisor of Hangzhou Harbor Asset Management Co., Ltd.. Mr. Wang Wei graduated

from the School of Economics of Zhejiang University, majoring in political economy and

obtained a doctoral degree.

With many years of experience in economic research and financial research, Mr. Wang

Wei is able to promote the diversity of the Board and will bring more sophisticated expertise

in economics to the Board. When determining the nomination of independent non-executive

director of the Bank, the Bank considered the diversity of Board members in several aspects,

including but not limited to gender, age, cultural and educational background, professional

experience, skills and knowledge. The determination of Board members is based on the value

of the candidate and the contribution that the candidate can make to the Board. The benefits

from the diversity of the Board are also taken into full consideration according to their

objective conditions. The selection of Board members is conducted in accordance with laws,

regulations and relevant requirements of regulators. The Bank considers that Mr. Wang Wei is

independent in accordance with the independence guidelines set out in the Hong Kong Listing

Rules.

Save as disclosed above, Mr. Wang Jian, Mr. Ren Zhixiang and Mr. Wang Wei don’t hold

any other positions in the Bank and its subsidiaries and had not held any directorship in other

listed companies in the past three years.

Save as disclosed above, Mr. Wang Jian, Mr. Ren Zhixiang and Mr. Wang Wei have no

relationship with any directors, supervisors, senior management, substantial shareholders or

controlling Shareholders (as defined in the Hong Kong Listing Rules) of the Bank. As at the

date of this circular, Mr. Wang Jian, Mr. Ren Zhixiang and Mr. Wang Wei do not have any

interest in the shares of 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 above, there is no other information required to be disclosed pursuant

to Rule 13.51(2) of the Hong Kong Listing Rules, and the Bank is not aware of any other

matters that need to be brought to the attention of the Shareholders.

3. Proposed Change of Auditor

With reference to the provisions in the Measures for State-owned Financial Enterprises to

Select and Appoint Accounting Firms (Cai Jin [2020] No. 6) (《國有金融企業選聘會計師事務所管理辦法》(財金[2020]6號)), considering that PricewaterhouseCoopers Zhong Tian LLP and

PricewaterhouseCoopers (collectively, “PwC”) have been appointed as the domestic and

overseas external auditors of the Bank since 2008 and 2015, respectively, and currently have

exceeded the limitation of appointment period, the Bank has reached a mutual understanding


– 8 –

with PwC on the non-renewal of its appointment and PwC will thereby retire as the auditorsof the Bank. The Bank confirms, as at the date of this circular, there are no other matters inrelation to the proposed change of independent auditor of the Bank that need to be brought tothe attention of the Shareholders. PwC has submitted a confirmation letter to the Boardconfirming that there are no matters in relation to the change of auditors that need to be broughtto the attention of the Shareholders. The Bank would like to take this opportunity to expressits sincere gratitude to PwC for its quality services provided to the Bank in the previous years.

As recommended by the audit committee of the Board, the Board proposes to theappointment of KPMG Huazhen LLP and KPMG Certified Public Accountants as the domesticand overseas external auditors of the Bank for the year ended 31 December 2020 following theretirement of PwC. This proposed appointment is subject to the approval of Shareholders at theforthcoming AGM.

4. Proposed Amendments to the Articles of Association

According to relevant laws, regulations and other regulatory documents including theCompany Law of the People’s Republic of China (2018 Revision), the Securities Law ofPeople’s Republic of China (2019 Revision), the Guidelines for the Articles of Association ofListed Companies (2019 Revision), the Reply of the State Council on the Adjustment of theNotice Period of the General Meeting and Other Matters Applicable to the Overseas ListedCompanies (Guo Han [2019] No. 97), the Rules for General Meetings of Listed Companies(2016 Revision) published by China Securities Regulatory Commission and the Hong KongListing Rules, taking into account of the actual situation of the offering and listing of A Sharesof the Bank and the industry practice, the Board proposes to make amendments to the Articlesof Association. The specific amendments and their basis are set out in Appendix I to thiscircular.

The Board has reviewed and approved the amendments to the Articles of Association andis submitting it to the AGM for Shareholders’ review and approval. Meanwhile, the Board plansto propose to the general meeting that the Board (and the Board may further authorize theBoard’s authorized person(s)) be authorized to adjust and revise the relevant provisions of theArticles of Association and deal with the review, approval and filing matters in relation to theamendments to the Articles of Association based on any changes in domestic and overseaslaws, regulations and other regulatory documents, and related requirements or the opinions ofthe domestic and overseas relevant regulatory authorities.

The amendments to Chapter 7 “Special Voting Procedures for Class Shareholders” of theArticles of Association shall also be submitted to the class meeting for A Shareholders and theclass meeting for H Shareholders of the Bank, respectively, for review and approval in additionto review and approval at the AGM, and submitted to the CBIRC for approval thereafter, andbecome effective and be implemented from the date of approval.

5. Proposed Amendments to the Rules of Procedures for Shareholders’ GeneralMeetings

The Bank has made an initial public offering of A Shares in November 2019, which werelisted on the Shanghai Stock Exchange. In order to standardize the corporate governance


– 9 –

system and according to relevant laws, regulations and other regulatory documents includingthe Reply of the State Council on the Adjustment of the Notice Period of the General Meetingand Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97), theGuidelines for the Articles of Association of Listed Companies (2019 Revision) and the HongKong Listing Rules, taking into account of the amendments to the Articles of Association, theBoard proposes to make amendments to the Rules of Procedures for Shareholders’ GeneralMeetings. The specific amendments and their basis are set out in Appendix II to this circular.

The Board has reviewed and approved the amendments to the Rules of Procedures forShareholders’ General Meetings and is submitting it to the AGM for Shareholders’ review andapproval. Meanwhile, the Board plans to propose to the general meeting that the Board (andthe Board may further authorize the Board’s authorized person(s)) be authorized to adjust andrevise the relevant provisions of the Rules of Procedures for Shareholders’ General Meetingsbased on any changes in domestic and overseas laws, regulations and other regulatorydocuments, and related requirements or the opinions of the domestic and overseas relevantregulatory authorities and taking into account of the amendments to the Articles of Association.

The amendments to the Rules of Procedures for Shareholders’ General Meetings shall bereviewed and approved at the AGM, and become effective and be implemented from the dateof approval of the amendments to the Articles of Association from the CBIRC.

6. Proposed Amendments to the Rules of Procedures for the Board of Directors

The Bank has made an initial public offering of A Shares in November 2019, which werelisted on the Shanghai Stock Exchange. In order to standardize the corporate governancesystem and according to relevant laws, regulations and other regulatory documents includingthe Securities Law of People’s Republic of China (2019 Revision), the Guidelines for theArticles of Association of Listed Companies (2019 Revision), the Implementation Guidelinesfor Related Party Transactions of Listed Companies on Shanghai Stock Exchange (ShangZheng Gong Zi (2011) No. 5) and the Guidelines on Management and Regulation ofConsolidated Financial Statements of Commercial Banks (Yin Jian Fa [2014] No. 54), takinginto account of the amendments to the Articles of Association, the Board proposes to makeamendments to the Rules of Procedures for the Board of Directors. The specific amendmentsand their basis are set out in Appendix III to this circular.

The Board has reviewed and approved the amendments to the Rules of Procedures for theBoard of Directors and is submitting it to the AGM for Shareholders’ review and approval.Meanwhile, the Board plans to propose to the general meeting that the Board (and the Boardmay further authorize the Board’s authorized person(s)) be authorized to adjust and revise therelevant provisions of the Rules of Procedures for the Board of Directors based on any changesin domestic and overseas laws, regulations and other regulatory documents, and relatedrequirements or the opinions of the domestic and overseas relevant regulatory authorities andtaking into account of the amendments to the Articles of Association.

The amendments to the Rules of Procedures for the Board of Directors shall be reviewedand approved at the AGM, and become effective and be implemented from the date of approvalof the amendments to the Articles of Association from the CBIRC.

7. Proposed Amendments to the Rules of Procedures for the Supervisory Committee

The Bank has made an initial public offering of A Shares in November 2019, which werelisted on the Shanghai Stock Exchange. In order to standardize the corporate governance


– 10 –

system and according to relevant laws, regulations and other regulatory documents includingthe Securities Law of People’s Republic of China (2019 Revision), taking into account of theamendments to the Articles of Association, the Supervisory Committee proposes to makeamendments to the Rules of Procedures for the Supervisory Committee. The specificamendments and their basis are set out in Appendix IV to this circular.

The Supervisory Committee has reviewed and approved the amendments to the Rules ofProcedures for the Supervisory Committee and is submitting it to the AGM for Shareholders’review and approval. Meanwhile, the Supervisory Committee plans to propose to the generalmeeting that the Supervisory Committee (and the Supervisory Committee may furtherauthorize the Supervisory Committee’s authorized person(s)) be authorized to adjust and revisethe relevant provisions of the Rules of Procedures for the Supervisory Committee based on anychanges in domestic and overseas laws, regulations and other regulatory documents, andrelated requirements or the opinions of the domestic and overseas relevant regulatoryauthorities and taking into account of the amendments to the Articles of Association.

The amendments to the Rules of Procedures for the Supervisory Committee shall bereviewed and approved at the AGM, and become effective and be implemented from the dateof approval of the amendments to the Articles of Association from the CBIRC.

III. AGM AND 2020 FIRST CLASS MEETING FOR H SHAREHOLDERS

A form of proxy and the reply slip for use at the AGM and the 2020 First Class Meeting

for H Shareholders are also enclosed herewith.

If you intend to appoint a proxy to attend the AGM and/or the 2020 First Class Meeting

for H Shareholders, you are required to complete and return the proxy form in accordance with

the instructions printed thereon as soon as possible. For H Shareholders, the proxy form should

be returned to the Bank’s H Share Registrar, Computershare Hong Kong Investor Services

Limited in person or by post as soon as possible but in any event not less than 24 hours before

the time stipulated for convening the AGM and/or the 2020 First Class Meeting for H

Shareholders or any adjourned meeting thereof. Completion and return of the proxy form will

not preclude you from attending and voting in person at the AGM and/or the 2020 First Class

Meeting for H Shareholders or at any adjourned meeting thereof if you so wish.

If you intend to attend the AGM and/or the 2020 First Class Meeting for H Shareholders

in person or by proxy, you are required to complete and return the reply slip to the Bank’s

Office of the Board or Computershare Hong Kong Investor Services Limited on or before

Wednesday, May 27, 2020. The address of the Bank’s Office of the Board is No. 288, Qingchun

Road, Hangzhou, Zhejiang, the PRC. The address of the Bank’s H Share Registrar,

Computershare Hong Kong Investor Services Limited, is 17M Floor, Hopewell Centre, 183

Queen’s Road East, Wanchai, Hong Kong.


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IV. VOTING BY POLL

According to the Hong Kong Listing Rules, each of the resolutions to be proposed at the

AGM and the 2020 First Class Meeting for H Shareholders will be voted on by poll. Results

of the poll voting will be published on the Bank’s website at www.czbank.com and the website

of the Stock Exchange at www.hkexnews.hk after the AGM and the 2020 First Class Meeting

for H Shareholders.

V. RECOMMENDATION

The Board considers that all the resolutions to be proposed at the AGM and the 2020 First

Class Meeting for H Shareholders are in the interests of the Bank and the Shareholders as a

whole. Accordingly, the Board recommends that the Shareholders vote in favour of all the

resolutions to be proposed at the AGM and the 2020 First Class Meeting for H Shareholders.

By order of the Board

China Zheshang Bank Co., Ltd.Shen Renkang

Chairman

Hangzhou, the PRC


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Original Article Revised Article Revised Basis

Chapter 1 General Provisions Chapter 1 General Provisions

Article 8 In accordance with the relevantregulations of the Constitution of the CommunistParty of China, the Bank shall establish the Partycommittee of China Zheshang Bank (hereinafter the“Zheshang Bank Party Committee”) and the Partydiscipline inspection committee of China ZheshangBank (hereinafter the “Zheshang Bank DisciplineInspection Committee”) to carry out the activities ofthe Party. The Party organizations shall play thecore leadership role, provide direction, manage theoverall situation and ensure implementation. Theworking organs of the Party shall be established,equipped with sufficient staff to deal with Partyaffairs and provided with sufficient funds to operatethe Party organizations.

Article 8 In accordance with the relevantregulations of the Constitution of the CommunistParty of China, the Bank shall establish the Partycommittee of China Zheshang Bank (hereinafter the“Zheshang Bank Party Committee”) and the Partydiscipline inspection committee of China ZheshangBank (hereinafter the “Zheshang Bank DisciplineInspection Committee”) to carry out the activities ofthe Party. The Party organizations shall play thecore leadership role, provide direction, manage theoverall situation and ensure implementation. Theworking organs of the Party shall be established,equipped with sufficient staff to deal with Partyaffairs and provided with sufficient funds to operatethe Party organizations.

Revised according to theactual situation of ourBank

APPENDIX I AMENDMENTS TO THE ARTICLES OF ASSOCIATION

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Chapter 3 Capital Chapter 3 Capital

Section 2 Increase and Reduction of Shares,and Share Repurchase

Section 2 Increase and Reduction of Shares,and Share Repurchase

Article 30 Our Bank may, subject to thelaws, regulations, rules and the Articles ofAssociation and upon approvals from competentregulatory authorities, repurchase our shares underthe following circumstances:

(I) reduction of registered capital ofour Bank;

(II) merger with another companyholding shares in our Bank;

(III) granting of shares to employees ofour Bank as reward;

(IV) requests for our Bank to buy outshares from shareholders who havevoted against the resolutions passedat a general meeting to merge ordivide our Bank; and

(V) other circumstances permitted bythe laws, regulations and rules.

Except for the purpose as set above, ourBank shall not be engaged in any activities ofbuying and selling its own shares.

Approval shall be obtained at a generalmeeting when our Bank is to repurchase our ownshares because of the circumstances set out in Items(I) to (III) of the first paragraph. After our Bank hasrepurchased our own shares in accordance with thepreceding paragraph, the shares so repurchasedshall be cancelled within ten days from the date ofrepurchase (under the circumstance set out in Item(I)), or shall be transferred or cancelled within sixmonths (under the circumstances set out in Items(II) and (IV)).

The shares of our Bank repurchased by ourBank under the circumstance set out in Item (III) ofthe first paragraph shall not exceed 5% of the totalissued shares of our Bank. The funds for repurchaseof such shares shall be paid out of our Bank’s profitsafter taxation, and the acquired shares shall betransferred to our Bank’s employees within oneyear.

Article 30 Our Bank may, subject to thelaws, regulations, rules and the Articles ofAssociation and upon approvals from competentregulatory authorities, repurchase our shares underthe following circumstances:

(I) reduction of registered capital ofour Bank;

(II) merger with another companyholding shares in our Bank;

(III) granting of shares for employeestock ownership plans or equityincentives to employees of ourBank as reward;

(IV) requests for our Bank to buy outshares from shareholders who havevoted against the resolutions passedat a general meeting to merge ordivide our Bank; and

(V) utilizes shares for conversion ofconvertible corporate bonds issuedby our Bank;

(VIV) maintains corporate value andshareholders’ interests as our Bankdeems necessary othercircumstances permitted by thelaws, regulations and rules.

Except for the purpose as set above, ourBank shall not be engaged in any activities ofrepurchasing buying and selling its own shares.

Revised according toArticle 142 of theCompany Law (2018Revision) and Articles 23,24, and 25 of theGuidelines for theArticles of Association ofListed Companies (2019Revision)


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Approval shall be obtained at a generalmeeting when our Bank is to repurchase our ownshares because of the circumstances set out in Items(I) and to (IIIII) of the first paragraph. Approvalshall be obtained at a Board meeting attended bymore than two-thirds of the directors when our Bankis to repurchase our own shares because of thecircumstances set out in Items (III), (V) and (VI) ofthe first paragraph. After our Bank has repurchasedour own shares in accordance with the precedingparagraph, the shares so repurchased shall becancelled within ten days from the date ofrepurchase (under the circumstance set out in Item(I)), or shall be transferred or cancelled within sixmonths (under the circumstances set out in Items(II) and (IV)), or the aggregate number of sharesheld by our Bank shall not exceed 10% of the totalissued shares of our Bank, and shall be transferredor cancelled within three years (under thecircumstances set out in Items (III), (V) and (VI)).

Our Bank may repurchase our own sharesthrough public centralized trading or other methodsas recognized by laws and regulations and theCSRC. Such repurchase shall be conducted throughpublic centralized trading method when our Bank isto repurchase our own shares because of thecircumstances set out in Items (III), (V) and (VI) ofthe first paragraph.

If laws, regulations and the relevantregulations of the securities regulatory authority inwhich our Bank’s shares are listed have restrictionson repurchase of shares, those provision(s) shallprevail.

Repurchase our own shares by our Bankshall be subject to the information disclosureobligations under the Securities Law and the rulesof the securities regulatory authorities of the placeswhere the shares of our Bank are listed. The sharesof our Bank repurchased by our Bank under thecircumstance set out in Item (III) of the firstparagraph shall not exceed 5% of the total issuedshares of our Bank. The funds for repurchase ofsuch shares shall be paid out of our Bank’s profitsafter taxation, and the acquired shares shall betransferred to our Bank’s employees within oneyear.


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Section 3 Transfer and Pledge of Shares Section 3 Transfer and Pledge of Shares

Article 40 If the directors, supervisors,senior management and shareholders holding morethan 5% of the shares of our Bank sell any sharewithin six months from the date of purchase orrepurchase any share within six months from thedate of disposal, any gains so realized shall beforfeited by the Board of Directors in favour of ourBank. However, securities firms holding more than5% of the shares as a result of the performance oftheir underwriting obligation shall not be subject tothe six-month restriction.

If the Board of our Bank does not abide bythe provisions as stipulated in the precedingparagraph, the shareholders may request the Boardto act within 30 days. If the Board of our Bank failsto act within such period, the shareholders mayinstitute a proceeding before the People’s Court inhis/her own name for the benefit of our Bank.

If the Board of the Bank does not abide bythe provision above, the responsible Directors shallassume joint liabilities as stipulated by the laws.

If the relevant regulations of the securitiesregulatory authority in which our Bank’s shares arelisted have restrictions on dealings of overseas-listed shares, those provision(s) shall prevail.

Article 40 If the directors, supervisors,senior management and shareholders holding morethan 5% of the shares of our Bank sell any share orother equity securities within six months from thedate of purchase or repurchase any share or otherequity securities within six months from the date ofdisposal, any gains so realized shall be forfeited bythe Board of Directors in favour of our Bank.However, save for securities firms holding morethan 5% of the shares as a result of the performanceof their underwriting obligation and othercircumstances specified by the securities regulatoryauthority of the State Council shall not be subject tothe six-month restriction.

The shares or other equity securities held bythe directors, supervisors, senior management andnatural person shareholders as referred to in thepreceding paragraph include shares or other equitysecurities held by their spouses, parents andchildren and held in others’ accounts.

If the Board of our Bank does not abide bythe provisions as stipulated in the first precedingparagraph, the shareholders may request the Boardto act within 30 days. If the Board of our Bank failsto act within such period, the shareholders mayinstitute a proceeding before the People’s Court inhis/her own name for the benefit of our Bank.

If the Board of the Bank does not abide bythe provision above, the responsible Directors shallassume joint liabilities as stipulated by the laws.

If the relevant regulations of the securitiesregulatory authority in which our Bank’s shares arelisted have restrictions on dealings of overseas-listed shares, those provision(s) shall prevail.

Revised according toArticle 44 of theSecurities Law (2019Revision)


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Chapter 5 Shares Certificate andShare Register

Chapter 5 Shares Certificate andShare Register

Article 50 No changes shall be made tothe share register as a result of a transfer of shareseither within 30 days prior to the date of a generalmeeting, or within 5 days before the base date set byour Bank for the purpose of distribution ofdividends.

If alternate provisions are stipulated by thesecurities regulatory authority at the location whereour Bank’s shares are listed, those provisions shallapply.

Article 50 No changes shall be made to theshare register of H shares as a result of a transfer ofshares either within 30 days prior to the date of ageneral meeting, or within 5 days before the basedate set by our Bank for the purpose of distributionof dividends. Our Bank shall notify the shareholdersof H shares by announcement at least ten businessdays in advance for closure of register of membersof H shares.

The interval between the shareholdingregistration date for the shareholders of A sharesand the date of the general meeting of our Bankshall not be more than seven working days.

If alternate provisions are stipulated underthe PRC laws and regulations and by the securitiesregulatory authority at the location where ourBank’s shares are listed, those provisions shallapply.

Revised according toArticle 55 of theGuidelines for theArticles of Association ofListed Companies (2019Revision), Article 18 ofthe Rules for GeneralMeetings of ListedCompanies (2016Revision), Rule 13.66(1)of the Rules Governingthe Listing of Securitieson The Stock Exchange ofHong Kong Limited andthe actual situation of ourBank


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Chapter 6 Shareholders and General Meetings Chapter 6 Shareholders and General Meetings

Section 1 Shareholders Section 1 Shareholders

Article 57 Unless laws, rules, departmentalregulations, regulatory documents and the Articlesof Association have other regulations in respect ofthe rights of preference shareholders, allshareholders of our Bank shall enjoy the followingrights:

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(V) To obtain relevant information inaccordance with the laws,regulations, the relevant regulationsof the securities regulatoryauthority in which our Bank’sshares are listed and the Articles ofAssociation, including:

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(viii) the latest corporate annual reportsubmitted to the StateAdministration for Industry &Commerce of the People’s Republicof China or other competentauthorities to be kept on record.

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Article 57 Unless laws, rules, departmentalregulations, regulatory documents and the Articlesof Association have other regulations in respect ofthe rights of preference shareholders, allshareholders of our Bank shall enjoy the followingrights:

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(V) To obtain relevant information inaccordance with the laws,regulations, the relevant regulationsof the securities regulatoryauthority in which our Bank’sshares are listed and the Articles ofAssociation, including:

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(viii) the latest corporate annual reportsubmitted to the StateAdministration for MarketRegulationState Administration forIndustry & Commerce of thePeople’s Republic of China or othercompetent authorities to be kept onrecord.

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Revised according to theactual situation of changein government agencyname


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Section 2 General Provisions on GeneralMeetings

Section 2 General Provisions on GeneralMeetings

Article 73 The Bank shall conveneshareholders’ general meetings at its place ofdomicile or at any other place specified in the noticeof shareholders’ general meeting. The Bank shallarrange for a venue to hold a physical meeting.

The Bank may facilitate its shareholders toattend shareholders’ general meetings throughvarious means and channels, including usingmodern communication methods such as video,telephone and internet voting platforms on the basisthat the Bank will ensure the legality and validity ofsuch meetings. Shareholders who attend anyshareholders’ general meeting using the abovemeans will be deemed to have validly attended suchmeeting.

Article 73 The Bank shall conveneshareholders’ general meetings at its place ofdomicile or at any other place specified in the noticeof shareholders’ general meeting. The Bank shallarrange for a venue to hold a physical meeting.

Our Bank may also facilitate itsshareholders to attend shareholders’ generalmeetings by means of online voting. The Bank mayfacilitate its shareholders to attend shareholders’general meetings through various means andchannels, including using modern communicationmethods such as video, telephone and internetvoting platforms on the basis that the Bank willensure the legality and validity of such meetings.Shareholders who attend any shareholders’ generalmeeting using the above means will be deemed tohave validly attended such meeting.

After the notice of shareholders’ generalmeeting is issued, the venue of the physical meetingof shareholders’ general meeting shall not bechanged without proper reasons. If it is necessary tochange, the convener shall make an announcementand give the reasons at least two working days priorto the physical meeting.

Revised according toArticle 44 of theGuidelines for theArticles of Association ofListed Companies (2019Revision)


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Section 4 Proposals and Notices of theGeneral Meeting

Section 4 Proposals and Notices of theGeneral Meeting

Article 88 Where our Bank convenes ageneral meeting, a written notice shall be given 45days before the meeting to notify the shareholdersentitled to attend of the time and venue of themeeting and matters to be deliberated; anyshareholder intending to attend the general meetingshall deliver to our Bank a written reply showing hisintention to attend 20 days before the meeting.

Article 88 Where our Bank convenes anannual general meeting, a written notice shall begiven 4520 Hong Kong business days before themeeting to notify the shareholders entitled to attendof the time and venue of the meeting and matters tobe deliberated; where our Bank convenes anextraordinary general meeting, a notice shall begiven 10 Hong Kong business days or 15 days(whichever is longer) before the meeting to notifythe shareholders entitled to attend of the time andvenue of the meeting and matters to be deliberated.any shareholder intending to attend the generalmeeting shall deliver to our Bank a written replyshowing his intention to attend 20 days before themeeting.

Revised according to theReply of the StateCouncil on theAdjustment of the NoticePeriod of the GeneralMeeting and OtherMatters Applicable to theOverseas ListedCompanies (Guo Han[2019] No. 97) and codeprovision E.1.3 ofAppendix 14 to the RulesGoverning the Listing ofSecurities on The StockExchange of Hong KongLimited

Article 89 Our Bank shall, based on thewritten replies received 20 days before the generalmeeting, calculate the number of voting shares heldby shareholders intending to attend the meeting.Where the number of voting shares represented byshareholders intending to attend the meeting reachesmore than half of our Bank’s total number of suchshares, our Bank may convene the general meeting.Otherwise, our Bank shall, within 5 days, inform theshareholders entitled to attend again of the mattersto be deliberated at the meeting, the date and venueof the meeting by means of public announcement.After making the announcement, our Bank mayconvene the general meeting.


Revised according to theReply of the StateCouncil on theAdjustment of the NoticePeriod of the GeneralMeeting and OtherMatters Applicable to theOverseas ListedCompanies (Guo Han[2019] No. 97)


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Article 90 The notice of a general meetingshall be delivered to shareholders entitled to attend(whether or not they are entitled to vote at thegeneral meeting) by hand or by pre-paid mail totheir addresses as shown in the share register. Forthe holders of domestic listed shares, notice of thegeneral meeting will be issued by way of publicannouncement.

Public announcement as referred to in thepreceding paragraph shall be published in one ormore newspaper(s) designated by the securitiesregulatory authority under the State Council 45 daysto 50 days prior to the date of the meeting. Once theannouncement has been published, all holders ofdomestic listed shares shall be deemed to havereceived notice of the relevant general meeting.

For holders of H shares, in accordance withthe laws, regulations, departmental rules, regulatorydocuments and provisions of the relevant regulatoryauthorities, our Bank may choose to notify suchshareholders of a general meeting by publishing thenotice on the websites of our Bank and the HongKong Stock Exchange instead of delivering thenotice by hand or pre-paid mail.

Article 9089 The notice of a generalmeeting shall be delivered to shareholders entitledto attend (whether or not they are entitled to vote atthe general meeting) by hand or by pre-paid mail totheir addresses as shown in the share register. Forthe holders of domestic listed shares, notice of thegeneral meeting will be issued by way of publicannouncement.

Public announcement as referred to in thepreceding paragraph shall be published in one ormore newspaper(s) designated by the securitiesregulatory authority under the State Council 45 daysto 50 days prior to the date of the meeting. Once theannouncement has been published, all holders ofdomestic listed shares shall be deemed to havereceived notice of the relevant general meeting.

For holders of H shares, in accordance withthe laws, regulations, departmental rules, regulatorydocuments and provisions of the relevant regulatoryauthorities, our Bank may choose to notify suchshareholders of a general meeting by publishing thenotice on the websites of our Bank and the HongKong Stock Exchange instead of delivering thenotice by hand or pre-paid mail.



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Chapter 7 Special Voting Procedures for ClassShareholders

Chapter 7 Special Voting Procedures for ClassShareholders

Article 134 Where our Bank convenes aclass general meeting, a written notice shall begiven 45 days before the meeting to notify all theshareholders of the said class in the share register ofthe matters to be deliberated at the meeting, and thedate and venue of the meeting. Any shareholderintending to attend the meeting shall deliver to ourBank a written reply showing his intention to attend20 days before the meeting.

Where the number of voting sharesrepresented by shareholders intending to attend themeeting reaches more than half of the total numberof shares of such class at the meeting, our Bank mayconvene a class general meeting. Otherwise, ourBank shall, within 5 days, inform the shareholdersagain of the matters to be deliberated at the meeting,the date and venue of the meeting by means ofpublic announcement. After making theannouncement, our Bank may convene a classgeneral meeting.

Article 1334 Where our Bank convenes aclass general meeting, a written notice shall begiven with reference to the notice periodrequirement in the Articles of Association forconvening a general meeting45 days before themeeting to notify all the shareholders of the saidclass in the share register of the matters to bedeliberated at the meeting, and the date and venueof the meeting. Any shareholder intending to attendthe meeting shall deliver to our Bank a written replyshowing his intention to attend 20 days before themeeting.

The required quorum for a separate classgeneral meeting (other than its adjourned meeting)to change the rights of any class of shares shall bethe holders of at least one-third of the issued sharesof the class. Where the number of voting sharesrepresented by shareholders intending to attend themeeting reaches more than half of the total numberof shares of such class at the meeting, our Bank mayconvene a class general meeting. Otherwise, ourBank shall, within 5 days, inform the shareholdersagain of the matters to be deliberated at the meeting,the date and venue of the meeting by means ofpublic announcement. After making theannouncement, our Bank may convene a classgeneral meeting.

Revised according to theReply of the StateCouncil on theAdjustment of the NoticePeriod of the GeneralMeeting and OtherMatters Applicable to theOverseas ListedCompanies (Guo Han[2019] No. 97) and Rule6(2) of Appendix 3 to theRules Governing theListing of Securities onThe Stock Exchange ofHong Kong Limited

Chapter 8 Directors and Board Chapter 8 Directors and Board

Section 1 Directors Section 1 Directors

Article 139 Directors shall be elected orreplaced at the general meeting and shall each servea term of three years. Directors may, after expiry oftheir term of office, hold a consecutive term uponre-election. A director, before his term of officeexpires, shall not be dismissed by the generalmeeting without any reason. The term of a directorshall start from the date on which the said directorassumes office to the expiry of the current Board.

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Article 1389 Directors shall be elected orreplaced at the general meeting and may bedismissed by the general meeting prior to theexpiration of their term of office. Directors shalleach serve a term of three years. Directors may,after expiry of their term of office, hold aconsecutive term upon re-election. A director,before his term of office expires, shall not bedismissed by the general meeting without anyreason. The term of a director shall start from thedate on which the said director assumes office to theexpiry of the current Board.

The president or other senior managementpersonnel can concurrently serve as a director, butthe total number of directors concurrently serving asthe president or other senior management personnelpositions and the directors serving as therepresentatives of the employees shall be no morethan half of directors of the Bank.

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Article 140 Directors shall comply withthe laws, administrative regulations and the Articlesof Association, and bear the following diligenceobligations to our Bank.

(I) Directors shall prudently, carefullyand diligently exercise the rightsgranted by our Bank and shallundertake business operations ofour Bank comply with state laws,regulations and economic policies,and our Bank’s business activitiesshall not exceed the business scopestated in the business license;

(II) To treat all shareholdersimpartially;

(III) To carefully read the relevantbusiness and financial accountingreports of our Bank and keepinformed of the business operationand management of our Bank;

(IV) To exercise personally thediscretion vested in them and not toallow themselves to be controlledby others;

(V) To provide written confirmation inrelation to the periodic reports andto ensure the truthfulness, accuracyand completeness of informationdisclosed by the Bank;

(VI) To accept the supervision andrational suggestions of theSupervisory Committee on theirperformance of duties. And toprovide true information and data tothe Supervisory Committee and notto obstruct the performance ofduties by the SupervisoryCommittee or Supervisors;

(VII) Other diligence obligationsstipulated by the laws,administrative regulations,departmental rules and theseArticles.

Article 14039 Directors shall comply withthe laws, administrative regulations and theArticles of Association, and bear thefollowing diligence obligations to our Bank.

(I) Directors shall prudently, carefullyand diligently exercise the rightsgranted by our Bank and shallundertake business operations ofour Bank comply with state laws,regulations and economic policies,and our Bank’s business activitiesshall not exceed the business scopestated in the business license;

(II) To treat all shareholdersimpartially;

(III) To carefully read the relevantbusiness and financial accountingreports of our Bank and keepinformed of the business operationand management of our Bank;

(IV) To exercise personally thediscretion vested in them and not toallow themselves to be controlledby others;

(V) To provide written confirmation inrelation to the securities offeringdocuments and periodic reports andto ensure the truthfulness, accuracyand completeness of informationdisclosed by the Bank;

(VI) To accept the supervision andrational suggestions of theSupervisory Committee on theirperformance of duties. And toprovide true information and data tothe Supervisory Committee and notto obstruct the performance ofduties by the SupervisoryCommittee or Supervisors;

(VII) Other diligence obligationsstipulated by the laws,administrative regulations,departmental rules and theseArticles.



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Section 3 Board Section 3 Board

Article 159 The Board shall have onechairman and one vice chairman. The chairman andvice chairman shall be directors of our Bank andshall be elected and removed by more than half ofall the directors after proposal by the Nomination &Remuneration Committee to the Board based on theactual condition of our Bank.

The vice chairman shall assist the chairmanin performing his duties. If the chairman is unableor fails to perform his duties, such duties shall beperformed in proxy by the vice chairman. In theevent that the vice chairman is unable or fails toperform his duties, a director shall be elected jointlyby more than a half of the directors to perform suchduties.

The president of our Bank shall not serveconcurrently as chairman.

Article 1589 The Board shall have onechairman and may have one vice chairman. Thechairman and vice chairman shall be directors of ourBank and shall be elected and removed by more thanhalf of all the directors after proposal by theNomination & Remuneration Committee to theBoard based on the actual condition of our Bank.

The vice chairman shall assist the chairmanin performing his duties. If the chairman is unableor fails to perform his duties, such duties shall beperformed in proxy by the vice chairman. In theevent that the vice chairman is unable or fails toperform his duties, a director shall be elected jointlyby more than a half of the directors to perform suchduties.


Revised according toArticle 44 of theCompany Law (2018Revision) and the actualsituation of our Bank

Article 165 Our Bank holds separatemeetings for the chairman and non-executivedirectors so that the non-executive directors cangive relatively objective judgments and opinionsand better supervise and check & balance executivedirectors.

Article 1645 Our Bank holds separatemeetings for the chairman and independent non-executive directors so that the independent non-executive directors can give relatively objectivejudgments and opinions and better supervise andcheck & balance executive directors.

Revised according tocode provision A.2.7 ofAppendix 14 to the RulesGoverning the Listing ofSecurities on The StockExchange of Hong KongLimited


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Section 4 Special Committees under the Boardof Directors

Section 4 Special Committees under the Boardof Directors

Article 174 Under the Board of Directorsof our Bank are six special committees: StrategyCommittee, Audit Committee, Risk and ConnectedTransaction Control Committee, Nomination &Remuneration Committee, Consumer RightsProtection Committee and Inclusive FinanceDevelopment Committee. Chairmen and membersof the committees shall be nominated by thechairman of the Board and be elected by the Board;the committees shall be responsible to the Board ofDirectors.

Independent directors shall serve aschairman of the Audit Committee, Risk andConnected Transaction Control Committee,Nomination & Remuneration Committee, ConsumerRights Protection Committee and Consumer RightsProtection Committee. Specifically, independentdirectors shall be in the majority in the AuditCommittee, Nomination & RemunerationCommittee. Directors serving as chairman of theAudit Committee and Risk and ConnectedTransaction Control Committee shall work in ourBank for at least 25 workdays every year.

Article 1734 Under the Board of Directorsof our Bank are six the following specialcommittees: Strategy Committee, Audit Committee,Risk and Connected Transaction ControlCommittee, Nomination & RemunerationCommittee, Consumer Rights Protection Committeeand Inclusive Finance Development Committee.The members of each special committee all consistof directors, while cChairmen and members of thecommittees shall be nominated by the chairman ofthe Board and be elected by the Board;. The specialthe committees shall be responsible to the Board ofDirectors, and perform their duties in accordancewith the Articles of Association and theauthorization of the Board, and their proposals shallbe submitted to the Board for consideration anddecision. The Board is responsible for theformulation of the working rules and procedures ofspecial committees to regulate the operation ofthem.

Independent directors shall serve aschairman of the Audit Committee, Risk andConnected Transaction Control Committee,Nomination & Remuneration Committee, ConsumerRights Protection Committee and Consumer RightsProtection Committee. Specifically, independentdirectors shall be in the majority in the AuditCommittee, Risk and Connected TransactionControl Committee and Nomination &Remuneration Committee and act as conveners. Theconveners of the Audit Committee are accountingprofessionals. Directors serving as chairman of theAudit Committee and Risk and ConnectedTransaction Control Committee shall work in ourBank for at least 25 workdays working days everyyear.



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Chapter 10 Supervisors and theSupervisory Committee

Chapter 10 Supervisors and theSupervisory Committee

Section 2 The Supervisory Committee Section 2 The Supervisory Committee

Article 208 The Supervisory Committee isthe supervisory body of our Bank and exercises thefollowing powers and functions:

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(XVII) To review the regular reportsformulated by the Board ofDirectors of our Bank and to putforth written review opinions;

(XVIII) To conduct investigation whenbecoming aware of any unusualoperating situation of the Bank; andif necessary, may engage theprofessional entities, including theaccounting firm and law firm, toassist in its work;

(XIX) To exercise other functions andpowers as stipulated by laws,regulations or the Articles ofAssociation and conferred by thegeneral meeting.

Our Bank shall bear all reasonable feesincurred in the retaining of such professionals aslawyers, certified public accountants, and practicingauditors by the Supervisory Committee in theexercise of its functions and powers.

Article 2078 The Supervisory Committeeis the supervisory body of our Bank and exercisesthe following powers and functions:

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(XVII) To review the securities offeringdocuments and regular reportsformulated by the Board ofDirectors of our Bank and to putforth written review opinions;supervisors shall provide writtenconfirmation;

(XVIII) To conduct investigation whenbecoming aware of any unusualoperating situation of the Bank; andif necessary, may engage theprofessional entities, including theaccounting firm and law firm, toassist in its work;

(XIX) To exercise other functions andpowers as stipulated by laws,regulations or the Articles ofAssociation and conferred by thegeneral meeting.

Our Bank shall bear all reasonable feesincurred in the retaining of such professionals aslawyers, certified public accountants, and practicingauditors by the Supervisory Committee in theexercise of its functions and powers.


Chapter 11 Qualifications and Obligations ofDirectors, Supervisors and Senior Executives

Chapter 11 Qualifications and Obligations ofDirectors, Supervisors and Senior Executives

Article 224 Person who holds positionsother than director in the controlling shareholder oractual controller of the Bank shall not be a memberof senior management personnel of our Bank.

Article 2234 Person who holdsadministrative positions other than director andsupervisor in the controlling shareholder or actualcontroller of the Bank shall not be a member ofsenior management personnel of our Bank.



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Chapter 12 Financial and Accounting System,Profit Distribution and Audit

Chapter 12 Financial and Accounting System,Profit Distribution and Audit

Section 1 Financial and Accounting Systemand Profit Distribution

Section 1 Financial and Accounting Systemand Profit Distribution

Article 250 Our Bank shall distributeprofits after income tax in the following order:

(I) To make up for the losses ofprevious years;

(II) To set aside 10% as statutoryreserve fund;

(III) To make provision for loss of assetimpairment;

(IV) To set aside discretionary reservefund; and

(V) To pay dividends to shareholders.

The payment of dividends on preferenceshares should be subject to laws, rules, departmentalregulations, and relevant provisions of the securitiesregulatory authorities in the place where the Bank’sshares are listed and the preference shares are issuedor listed, and the Articles of the Association.

Article 24950 Our Bank shall distributeprofits after income tax in the following order:

(I) To make up for the losses ofprevious years;

(II) To set aside 10% as statutoryreserve fund;

(III) To make allocations to generalreserve provision for loss of assetimpairment;

(IV) To set aside discretionary reservefund; and

(V) To pay dividends to shareholders.

The payment of dividends on preferenceshares should be subject to laws, rules, departmentalregulations, and relevant provisions of the securitiesregulatory authorities in the place where the Bank’sshares are listed and the preference shares are issuedor listed, and the Articles of the Association.

Revised according to theFinancial Rules forFinancial Enterprises

Note: the revised articles in this Articles of Association and articles involved in cross references in the texts of thisArticles of Association shall be renumerated in correspondence with the deleted articles.


– 27 –


Chapter 2 The Power of the General Meeting Chapter 2 The Power of the General Meeting

Article 3 In accordance with relevantprovisions of the laws, regulations and the Articlesof Association of our Bank, the general meetingshall exercise the following functions and powers:

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(XVII) to examine acquisition or disposalof major assets in noncommercialbanking business within one year ormatters of guarantee amounts innoncommercial banking businessprovided by our Bank in the pastyear exceeding 30% of the latestaudited total assets of our Bank;

(XVIII) to examine investments in fixedassets, external investments,affiliated transactions and othermatters that shall be submitted tothe general meeting for examinationin accordance with relevant laws,regulations, departmental rules,provisions of securities regulatoryauthorities at the location where ourBank’s shares are listed and theArticles of Association and therequirements of other internalsystems.

� �

Article 3 In accordance with relevantprovisions of the laws, regulations and the Articlesof Association of our Bank, the general meetingshall exercise the following functions and powers:

� �

(XVII) to examine acquisition or disposalof major assets in noncommercialbanking business within one year ormatters of guarantee amounts innoncommercial banking businessprovided by our Bank in the pastyear exceeding 30% of the latestaudited total assets of our Bank;

(XVIII) to examine and approve mattersrelating to our Bank’s totalaccumulated expense of externaldonations in cash or equivalentitems of the current year exceeding0.5% of the audited net assets in thepreceding year;

(XIXVIII) to examine investments in fixedassets, external investments,affiliated transactions and othermatters that shall be submitted tothe general meeting for examinationin accordance with relevant laws,regulations, departmental rules,provisions of securities regulatoryauthorities at the location where ourBank’s shares are listed and theArticles of Association and therequirements of other internalsystems.

� �

Revised according to theactual situation of ourBank

APPENDIX II AMENDMENTS TO THE RULES OF PROCEDURESFOR SHAREHOLDERS’ GENERAL MEETINGS

– 28 –


Article 5 Unless otherwise specified bylaws and regulations, the shares held byshareholders of our Bank may be transferred inaccordance with the laws and the Articles ofAssociation without any lien attached.

Registration shall be made in the shareregistrar authorized by our Bank for the transfer ofthe shares of our Bank.

Our Bank shall comply with the relevantregulations of the regulatory authorities such as thebanking regulatory authority under the StateCouncil in transferring our shares.

Article 5 Unless otherwise specified bylaws, and regulations and the securities regulator orstock exchange of the place where our Bank’s sharesare listed, the shares held by shareholders of ourBank may be transferred in accordance with thelaws and the Articles of Association without anylien attached.

Registration shall be made in the shareregistrar authorized by our Bank for the transfer ofthe shares of our Bank.

Our Bank shall comply with the relevantregulations of the regulatory authorities such as thebanking regulatory authority under the StateCouncil in transferring our shares.

Revised according toconsistency with theArticles of Association

Chapter 3 Proposals of the General Meeting Chapter 3 Proposals of the General Meeting

Article 7 After the notice of a generalmeeting is issued, shareholders individually orjointly holding more than 3% of voting shares maymake a temporary proposal and submit it in writingto the convener ten days before convening of themeeting or at least 2 days before the deadline forsending a supplementary notice of the generalmeeting as specified in the Hong Kong Listing Rules(whichever is earlier). In respect of proposals whichrelate to the scope of duties of the general meeting,the convener shall serve a supplementary notice ofthe general meeting within two days after receipt ofthe temporary proposal and announce the contentsof the proposal, and submit the temporary proposalto the general meeting for consideration.

Save as specified in the precedingparagraph, the convener shall not change theproposal set out in the notice of general meeting oradd any new proposal after the said notice is served.

Proposals not set out in the notice of generalmeeting or not complying with the Articles ofAssociation shall not be voted on or resolved at thegeneral meeting.

Article 7 After the notice of a generalmeeting is issued, shareholders individually orjointly holding more than 3% of voting shares maymake a temporary proposal and submit it in writingto the convener ten days before convening of themeeting or at least 2 days before the deadline forsending a supplementary notice of the generalmeeting as specified in the Hong Kong Listing Rules(whichever is earlier). In respect of proposals whichrelate to the scope of duties of the general meeting,the The convener shall serve a supplementary noticeof the general meeting within two days after receiptof the temporary proposal and announce thecontents of the proposal, and submit the temporaryproposal to the general meeting for consideration.

Save as specified in the precedingparagraph, the convener shall not change theproposal set out in the notice of general meeting oradd any new proposal after the said notice is served.

Proposals not set out in the notice of generalmeeting or not complying with the Articles ofAssociation shall not be voted on or resolved at thegeneral meeting.

Revised according to therelevant provisions of theArticles of Association


– 29 –


Chapter 4 Convening and Notice of theGeneral Meeting

Chapter 4 Convening and Notice of theGeneral Meeting

Article 16 Where our Bank convenes ageneral meeting, a written notice shall be given 45days before the meeting to notify the shareholdersentitled to attend the general meeting; anyshareholder intending to attend the general meetingshall deliver to our Bank a written reply showing hisintention to attend 20 days before the meeting.

Article 16 Where our Bank convenes a anannual general meeting, a notice shall be given 20Hong Kong business days before the meeting tonotify the shareholders entitled to attend of the timeand venue of the meeting and matters to bedeliberated; where our Bank convenes anextraordinary general meeting, a notice shall begiven 10 Hong Kong business days or 15 days(whichever is longer) before the meeting to notifythe shareholders entitled to attend of the time andvenue of the meeting and matters to be deliberated.,a written notice shall be given 45 days before themeeting to notify the shareholders entitled to attendthe general meeting; any shareholder intending toattend the general meeting shall deliver to our Banka written reply showing his intention to attend 20days before the meeting.

The required quorum for a separate classgeneral meeting (other than its adjourned meeting)to change the rights of any class of shares shall bethe holders of at least one-third of the issued sharesof the class.

Revised according to theReply of the StateCouncil on theAdjustment of the NoticePeriod of the GeneralMeeting and OtherMatters Applicable to theOverseas ListedCompanies (Guo Han[2019] No. 97) and codeprovision E.1.3 ofAppendix 14 to the RulesGoverning the Listing ofSecurities on The StockExchange of Hong KongLimited


Article 17 Our Bank shall, based on the writtenreplies received 20 days before the general meeting,calculate the number of voting shares held byshareholders intending to attend the meeting. Wherethe number of voting shares represented byshareholders intending to attend the meeting reachesmore than half of our Bank’s total number of suchshares, our Bank may convene the general meeting.Otherwise, our Bank shall, within 5 days, inform theshareholders entitled to attend again of the mattersto be deliberated at the meeting, the date and venueof the meeting by means of public announcement.After making the announcement, our Bank mayconvene the general meeting.



– 30 –


Chapter 5 Convening and Voting of theMeeting

Chapter 5 Convening and Voting of theMeeting

Article 26 The location for our Bank toconvene a shareholders’ general meeting shall be atour Bank’s domicile or at other places specified inthe notice of the general meeting. An assemblyroom will be set up for the general meeting and thegeneral meeting will be held in the form of livemeeting.

Our Bank shall, on the premise of ensuringthe lawfulness and validity of the general meeting,provide the convenience of shareholders to attendthe general meeting, through various methods orchannels including the provision of up-to-dateinformation technology measures such as video,telephone or online voting platforms. Shareholdersattending the general meeting through the aforesaidmeans shall be considered as present.

Article 256 The location for our Bank toconvene a shareholders’ general meeting shall be atour Bank’s domicile or at other places specified inthe notice of the general meeting. An assemblyroom will be set up for the general meeting and thegeneral meeting will be held in the form of livemeeting.

Our Bank may also facilitate itsshareholders to attend shareholders’ generalmeetings by means of online voting. Our Bank shall,on the premise of ensuring the lawfulness andvalidity of the general meeting, provide theconvenience of shareholders to attend the generalmeeting, through various methods or channelsincluding the provision of up-to-date informationtechnology measures such as video, telephone oronline voting platforms. Shareholders attending thegeneral meeting through the aforesaid means shallbe considered as present.

After the notice of shareholders’ generalmeeting is issued, the venue of the physical meetingof shareholders’ general meeting shall not bechanged without proper reasons. If it is necessary tochange, the convener shall make an announcementand give the reasons at least two working days priorto the physical meeting.


Article 46 When the credit extended byour Bank to shareholders (in particular, substantialshareholders) is overdue, such shareholders shallnot exercise the voting rights at the general meetingand the number of shares held by such shareholdersshall not be counted in the total number of shareswith voting rights held by shareholders attendingthe general meeting.

Where a shareholder pledges 50% or moreof his/her equity interests in our Bank, the votingrights of such shareholder at the general meetingsshall be subject to restrictions and the pledgedequity interests shall not exercise voting rights atthe general meetings and not be counted in the totalnumber of shares carrying voting rights held byshareholders at the general meetings.

Article 456 When the credit extended byour Bank to shareholders (in particular, substantialshareholders) is overdue, such shareholders shallnot exercise the voting rights at the general meetingand the number of shares held by such shareholdersshall not be counted in the total number of shareswith voting rights held by shareholders attendingthe general meeting.

Where a shareholder pledges 50% or moreof his/her equity interests carrying voting rights inour Bank, the voting rights of such shareholder atthe general meetings shall be subject to restrictionsand the pledged equity interests shall not exercisevoting rights at the general meetings and not becounted in the total number of shares carryingvoting rights held by shareholders at the generalmeetings.


Note: the revised articles and articles involved in cross references in the texts shall be renumerated incorrespondence with the deleted articles.


– 31 –


Chapter 2 Composition and Structure ofthe Board

Chapter 2 Composition and Structure ofthe Board

Article 6 Directors shall be elected orreplaced at the general meeting and shall each servea term of three years. Directors may, after expiry oftheir term of office, hold a consecutive term uponre-election. A director, before his term of officeexpires, shall not be dismissed by the generalmeeting without any reason. The term of a directorshall start from the date on which the said directorassumes office to the expiry of the current Board.

Article 6 Directors shall be elected orreplaced at the general meeting and may bedismissed by the general meeting prior to theexpiration of their term of office. Directors shalleach serve a term of three years. Directors may,after expiry of their term of office, hold aconsecutive term upon re-election. A director,before his term of office expires, shall not bedismissed by the general meeting without anyreason. The term of a director shall start from thedate on which the said director assumes office to theexpiry of the current Board.

The president or other senior managementpersonnel can concurrently serve as a director, butthe total number of directors concurrently serving asthe president or other senior management personnelpositions and the directors serving as therepresentatives of the employees shall be no morethan half of directors of the Bank.


Article 7 The Board shall have onechairman and one vice chairman. The chairman andvice chairman shall be elected and removed by morethan half of all the directors after proposal by theNomination & Remuneration Committee to theBoard based on the actual condition of our Bank.


Article 7 The Board shall have onechairman and may have one vice chairman. Thechairman and vice chairman shall be elected andremoved by more than half of all the directors afterproposal by the Nomination & RemunerationCommittee to the Board based on the actualcondition of our Bank.


Revised according toArticle 44 of theCompany Law (2018Revision) and the actualsituation of our Bank

APPENDIX III AMENDMENTS TO THE RULES OF PROCEDURESFOR THE BOARD OF DIRECTORS

– 32 –


Article 8 Under the Board of Directors arefive special committees: Strategy Committee, AuditCommittee, Risk and Connected TransactionControl Committee, Nomination & RemunerationCommittee and Consumer Rights ProtectionCommittee. Chairmen and members of thecommittees shall be nominated by the chairman ofthe Board and be elected by the Board; thecommittees shall be responsible to the Board ofDirectors.

Independent directors shall serve aschairman of the Audit Committee, Risk andConnected Transaction Control Committee,Nomination & Remuneration Committee andConsumer Rights Protection Committee.Specifically, independent directors shall be in themajority in the Audit Committee and Nomination &Remuneration Committee. Directors serving aschairman of the Audit Committee and Risk andConnected Transaction Control Committee shallwork in our Bank for at least 25 workdays everyyear.

Article 8 Under the Board of Directors aresixfive special committees: Strategy Committee,Audit Committee, Risk and Connected TransactionControl Committee, Nomination & RemunerationCommittee and, Consumer Rights ProtectionCommittee and Inclusive Finance DevelopmentCommittee. The members of each special committeeall consist of directors, while cChairmen andmembers of the committees shall be nominated bythe chairman of the Board and be elected by theBoard;. The special the committees shall beresponsible to the Board of Directors, and performtheir duties in accordance with the Articles ofAssociation and the authorization of the Board, andtheir proposals shall be submitted to the Board forconsideration and decision. The Board isresponsible for the formulation of the working rulesand procedures of special committees to regulate theoperation of them.

Independent directors shall serve aschairman of the Audit Committee, Risk andConnected Transaction Control Committee,Nomination & Remuneration Committee andConsumer Rights Protection Committee.Specifically, independent directors shall be in themajority in the Audit Committee, Risk andConnected Transaction Control Committee andNomination & Remuneration Committee and act asconveners. The conveners of the Audit Committeeare accounting professionals. Directors serving aschairman of the Audit Committee and Risk andConnected Transaction Control Committee shallwork in our Bank for at least 25 workdays workingdays every year.

Revised according to theactual situation ofestablishment of specialcommittees under theBoard of our Bank,Article 29 of theImplementationGuidelines for RelatedParty Transactions ofListed Companies onShanghai Stock Exchangeand Article 107 of theGuidelines for theArticles of Association ofListed Companies (2019Revision)


– 33 –


Chapter 3 Functions and Powers of the Board Chapter 3 Functions and Powers of the Board

Article 13 According to the Articles ofAssociation, the Board shall exercise the followingfunctions and powers:

� �

(XXIV) To make green credit developmentstrategies and consumer protectionstrategies, policies and goals; toexamine and approve of greencredit goals and reports made andsubmitted by the seniormanagement; and to listen to thesenior management’s reports on theprogress of consumer protectionwork on a regular basis;

(XXV) To exercise other functions andpowers as stipulated by laws,regulations or the Articles ofAssociation and granted by thegeneral meeting.

Article 13 According to the Articles ofAssociation, the Board shall exercise thefollowing functions and powers:

� �

(XXIV) To make green credit developmentstrategies and consumer protectionstrategies, policies and goals; toexamine and approve of greencredit goals and reports made andsubmitted by the seniormanagement; and to listen to thesenior management’s reports on theprogress of consumer protectionwork on a regular basis;

(XXV) To be ultimately responsible for theconsolidated statement managementof our Bank, under which to beresponsible for formulating theoverall strategic plans, for reviewand supervision of the formulationand enforcement of theimplementation plans ofconsolidated statementmanagement, and for establishmentof a periodic review and evaluationsystem, in compliance with therequirements of the bankingregulatory authority under the StateCouncil on consolidated statementsupervision;

(XXVI) To approve matters relating to ourBank’s total accumulated expenseof external donations in cash orequivalent items of the current yearnot exceeding 0.5% of the auditednet assets in the preceding year;

(XXVIIV) To exercise other functions andpowers as stipulated by laws,regulations or the Articles ofAssociation and granted by thegeneral meeting.

Revised according toArticle 21 of theGuidelines onManagement andRegulation ofConsolidated FinancialStatements ofCommercial Banks, theArticles of Associationand the actual situation ofthe Company


– 34 –


Chapter 4 Board Meeting Chapter 4 Board Meeting

Section 2 Notice and Attendance of theMeeting

Section 2 Notice and Attendance of theMeeting

Article 41 The form of proxy of a directorshall indicate the name of the principal and proxy,the scope of authorization and instructions forvoting on the proposals, the date of authorizationand the effective period, and shall be signed by theprincipal.

Where the proxy signs on behalf of thedirector on the regular reports, the appointingdirector shall specify such authorisation in the formof proxy.

� �

Article 41 The form of proxy of a directorshall indicate the name of the principal and proxy,the scope of authorization and instructions forvoting on the proposals, the date of authorizationand the effective period, and shall be signed by theprincipal.

Where the proxy signs on behalf of thedirector on the securities offering documents andregular reports, the appointing director shall specifysuch authorisation in the form of proxy.

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– 35 –


Section 3 Convening and Voting Procedures ofthe Meeting

Section 3 Convening and Voting Procedures ofthe Meeting

Article 48 The independent director shallgive independent opinions on the following events:

(I) Material connected transactions;

(II) Profit distribution plans;

(III) The appointment and dismissal ofsenior management members;

(IV) Matters which may lead to materialloss of our Bank;

(V) Matters which may harm theinterest of depositors or minorityshareholders;

(VI) To give independent opinions on theeffect of the issuance of preferenceshares on the rights and interests ofeach class of shareholders;

(VII) Other matters stipulated by relevantlaws, regulations, departmentalrules, regulatory documents and theArticles of Association.

Article 48 The independent director shallgive independent opinions on the following events:

(I) Material connected transactions;

(II) Profit distribution plans;

(III) The nomination, appointment andremoval of Directors;

(IVIII) The appointment and dismissal ofsenior management members;

(V) Remuneration of Directors andsenior management personnel of ourBank;

(VI) The appointment of externalauditors;

(VIIIV) Matters which may lead to materialloss of our Bank;

(VIIIV) Matters which may harm theinterest of depositors or minorityshareholders;

(IXVI) To give independent opinions on theeffect of the issuance of preferenceshares on the rights and interests ofeach class of shareholders;

(XVII) Other matters stipulated by relevantlaws, regulations, departmentalrules, regulatory documents and theArticles of Association.

Revised according to theGuidance Opinion on theEstablishment of theIndependent DirectorSystem of ListedCompanies


– 36 –


Chapter 3 Functions and Powers of theSupervisory Committee

Chapter 3 Functions and Powers of theSupervisory Committee

Article 8 The Supervisory Committee isthe supervisory body of our Bank and exercises thefollowing functions and powers:

� �

(XVII) to examine the regular reports ofour Bank compiled by the Board ofDirectors and submit its opinion ofexamination in writing;

� �

Article 8 The Supervisory Committee isthe supervisory body of our Bank and exercises thefollowing functions and powers:

� �

(XVII) to examine the securities offeringdocuments and regular reports ofour Bank compiled by the Board ofDirectors and submit its opinion ofexamination in writing; supervisorsshall provide written confirmation;

� �


Chapter 4 Meeting of the SupervisoryCommittee

Chapter 4 Meeting of the SupervisoryCommittee

Section 2 Notice and Attendance ofthe Meeting

Section 2 Notice and Attendance ofthe Meeting

Article 23 In any of the followingcircumstances, the chief supervisor shall hold aprovisional meeting of the Supervisory Committee:

(I) Deemed necessary by the chiefsupervisor;

(II) Proposed by over one thirds ofsupervisors;

(III) Required by the securitiesregulatory authorities;

(IV) Other circumstances provided bythe Articles of Association.

Article 23 In any of the followingcircumstances, the chief supervisor shall hold aprovisional meeting of the Supervisory Committee:

(I) Deemed necessary by the chiefsupervisor;

(II) Proposed by the over one thirds ofsupervisors;

(III) Required by the securitiesregulatory authorities;

(IV) Other circumstances provided bythe Articles of Association.


APPENDIX IV AMENDMENTS TO THE RULES OF PROCEDURESFOR THE SUPERVISORY COMMITTEE

– 37 –

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited

take no responsibility for the contents of this notice, 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 notice.



(Stock Code: 2016)(Stock Code of Preference Shares: 4610)

NOTICE OF THE 2019 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2019 annual general meeting (“AGM”) of China

Zheshang Bank Co., Ltd. (the “Bank”) will be held at Deefly Lakeview Hotel, No.2 West

Huancheng Road, Xiacheng District, Hangzhou, Zhejiang, the PRC on Tuesday, June 16, 2020

at 2:00 p.m. for the purpose of considering and, if thought fit, passing the following resolutions

(capitalised terms used in this notice shall have the same meanings as those defined in the

circular dated April 29, 2020 issued by the Bank unless otherwise stated):

ORDINARY RESOLUTIONS

1. 2019 work report of the Board of China Zheshang Bank Co., Ltd.

2. 2019 work report of the Supervisory Committee of China Zheshang Bank Co., Ltd.

3. 2019 annual report and summary of China Zheshang Bank Co., Ltd. (domestic and

international standards)

4. 2019 final financial report of China Zheshang Bank Co., Ltd.

5. 2019 profit distribution plan of China Zheshang Bank Co., Ltd.

6. 2020 annual budget report of China Zheshang Bank Co., Ltd.

7. Resolution on the change of accounting firms

8. Resolution on the election of Mr. Wang Jian as a non-executive director of the fifth

session of the Board of China Zheshang Bank Co., Ltd.

9. Resolution on the election of Mr. Ren Zhixiang as a non-executive director of the

fifth session of the Board of China Zheshang Bank Co., Ltd.

NOTICE OF 2019 ANNUAL GENERAL MEETING

– 38 –

10. Resolution on the election of Mr. Wang Wei as an independent non-executive

director of the fifth session of the Board of China Zheshang Bank Co., Ltd.

11. 2019 special report and assurance report on the deposit and actual use of the

proceeds raised by China Zheshang Bank Co., Ltd.

12. 2019 report of connected transaction management system implementation and

information of connected transactions of China Zheshang Bank Co., Ltd.

13. Resolution on the estimated 2020 annual caps for connected transactions entered

into in the ordinary course of China Zheshang Bank Co., Ltd.

14. Resolution on the amendments to the Rules of Procedures for Shareholders’ General

Meetings of China Zheshang Bank Co., Ltd.

15. Resolution on the amendments to the Rules of Procedures for the Board of Directors

of China Zheshang Bank Co., Ltd.

16. Resolution on the amendments to the Rules of Procedures for the Supervisory

Committee of China Zheshang Bank Co., Ltd.

SPECIAL RESOLUTION

17. Resolution on the amendments to the Articles of Association of China Zheshang

Bank Co., Ltd.

By order of the BoardChina Zheshang Bank Co., Ltd.

Shen RenkangChairman

Hangzhou, the PRC

April 29, 2020

As at the date of this notice, the executive directors of the Bank are Mr. Shen Renkang,

Mr. Xu Renyan and Ms. Zhang Luyun; the non-executive directors are Mr. Huang Zhiming, Mr.

Wei Dongliang, Ms. Gao Qinhong, Mr. Hu Tiangao, Mr. Zhu Weiming and Ms. Lou Ting; the

independent non-executive directors are Mr. Tong Benli, Mr. Yuan Fang, Mr. Dai Deming, Mr.

Liu Pak Wai, Mr. Zheng Jindu, Mr. Zhou Zhifang and Mr. Wang Guocai.


– 39 –

Notes:

1. Individual Shareholders who wish to attend the meeting in person shall produce their identity cards or othereffective document or proof of identity. Proxies of individual Shareholders shall produce their effective proofof identity and proxy form. A corporate Shareholder should attend the meeting by its legal representative ora person authorized by its board of directors or other decision-making body upon resolution. A legalrepresentative or an authorized person who wishes to attend the meeting should produce his/her identity cardor other effective document or proof of identity. If appointed to attend the meeting, the proxy should producehis/her identity card and the proxy form which bears the corporate Shareholder’s seal or is signed by itsdirector or a proxy duly appointed.

2. Any Shareholder entitled to attend and vote at the AGM is entitled to appoint one or more persons (whethersuch person is a shareholder or not) as his/her proxy or proxies to attend and vote on his/her behalf.

3. The instrument appointing a proxy must be in writing under the hand of the Shareholder or his/her attorneyduly authorised in writing. For a corporate Shareholder, the proxy instrument must be affixed with the commonseal or signed by its director or attorney duly authorised in writing.

4. For H Shareholders who wish to attend the AGM, the form of proxy (together with a notarized copy of thepower of attorney or other authority (if any) if the form of proxy is signed by a person on behalf of the HShareholder) must be delivered to the Bank’s H Share Registrar, Computershare Hong Kong Investor ServicesLimited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hoursbefore the time for holding the AGM or any adjournment thereof in order to be valid. If no direction is given,the proxy will be entitled to vote or abstain as he/she thinks fit. The proxy will also be entitled to vote at his/herdiscretion on any resolution properly put to the AGM other than those referred to in the notice convening theAGM.

5. The H Shares register of members of the Bank will be closed from Sunday, May 17, 2020 to Tuesday, June16, 2020 (both days inclusive), during which period no transfer of H Shares of the Bank will be effected. Forunregistered H Shareholders who intend to attend the AGM, all share certificates and the transfer documentsmust be lodged with the Bank’s H Share Registrar, Computershare Hong Kong Investor Services Limited atShops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than4:30 p.m. on Friday, May 15, 2020. The holder of H Shares whose names appear on the register of membersof the Bank on Tuesday, June 9, 2020 will be entitled to attend and vote at the AGM.

6. Pursuant to the Hong Kong Listing Rules, each of the resolutions set out in the notice of the AGM will be votedby poll. Results of the poll voting will be published on the Bank’s website at www.czbank.com and the websiteof the Stock Exchange at www.hkexnews.hk after the general meeting.

7. Shareholders who attend the meeting in person or by proxy shall bear their own traveling, dining andaccommodation expenses.


– 40 –

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited

take no responsibility for the contents of this notice, 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 notice.



(Stock Code: 2016)


NOTICE OF 2020 FIRST CLASS MEETING FOR H SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the 2020 first class meeting for H Shareholders

(“2020 First Class Meeting for H Shareholders”) of China Zheshang Bank Co., Ltd. (the

“Bank”) will be held at Deefly Lakeview Hotel, No.2 West Huancheng Road, Xiacheng

District, Hangzhou, Zhejiang, the PRC immediately after the conclusion of the 2020 First Class

Meeting for A Shareholders on Tuesday, June 16, 2020 for the purpose of considering and, if

thought fit, passing the following resolution (capitalised terms used in this notice shall have the

same meanings as those defined in the circular dated April 29, 2020 issued by the Bank unless

otherwise stated).

SPECIAL RESOLUTION

1. Resolution on the amendments to the Articles of Association of China Zheshang

Bank Co., Ltd.

By order of the Board

China Zheshang Bank Co., Ltd.Shen Renkang

Chairman

Hangzhou, the PRC

April 29, 2020

As at the date of this notice, the executive directors of the Bank are Mr. Shen Renkang,

Mr. Xu Renyan and Ms. Zhang Luyun; the non-executive directors are Mr. Huang Zhiming, Mr.

Wei Dongliang, Ms. Gao Qinhong, Mr. Hu Tiangao, Mr. Zhu Weiming and Ms. Lou Ting; the

independent non-executive directors are Mr. Tong Benli, Mr. Yuan Fang, Mr. Dai Deming, Mr.

Liu Pak Wai, Mr. Zheng Jindu, Mr. Zhou Zhifang and Mr. Wang Guocai.


– 41 –

Notes:

1. Individual H Shareholders who wish to attend the meeting in person shall produce their identity cards or othereffective document or proof of identity. Proxies of individual H Shareholders shall produce their effectiveproof of identity and proxy form. A corporate H Shareholder should attend the meeting by its legalrepresentative or a person authorized by its board of directors or other decision-making body upon resolution.A legal representative or an authorized person who wishes to attend the meeting should produce his/heridentity card or other effective document or proof of identity. If appointed to attend the meeting, the proxyshould produce his/her identity card and the proxy form which bears the corporate H Shareholder’s seal or issigned by its director or a proxy duly appointed.

2. Any H Shareholder entitled to attend and vote at the 2020 First Class Meeting for H Shareholders is entitledto appoint one or more persons (whether such person is a shareholder or not) as his/her proxy or proxies toattend and vote on his/her behalf.

3. The instrument appointing a proxy must be in writing under the hand of the H Shareholder or his/her attorneyduly authorised in writing. For a corporate H Shareholder, the proxy instrument must be affixed with thecommon seal or signed by its director or attorney duly authorised in writing.

4. For H Shareholders who wish to attend the 2020 First Class Meeting for H Shareholders, the form of proxy(together with a notarized copy of the power of attorney or other authority (if any) if the form of proxy issigned by a person on behalf of the H Shareholder) must be returned to 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 not less than 24 hours before the time for holding the 2020 First Class Meeting for HShareholders or any adjournment thereof in order to be valid. If no direction is given, the proxy will be entitledto vote or abstain as he/she thinks fit. The proxy will also be entitled to vote at his/her discretion on anyresolution properly put to the 2020 First Class Meeting for H Shareholders other than those referred to in thenotice convening the 2020 First Class Meeting for H Shareholders.

5. The H Shares register of members of the Bank will be closed from Sunday, May 17, 2020 to Tuesday, June16, 2020 (both days inclusive), during which period no transfer of H Shares of the Bank will be effected. Forunregistered H Shareholders who intend to attend the 2020 First Class Meeting for H Shareholders, all sharecertificates and the transfer documents must be lodged with the Bank’s H Share Registrar, ComputershareHong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s RoadEast, Wanchai, Hong Kong, not later than 4:30 p.m. on Friday, May 15, 2020. The holder of H Shares whosenames appear on the register of members of the Bank on Tuesday, June 9, 2020 will be entitled to attend andvote at the 2020 First Class Meeting for H Shareholders.

6. Pursuant to the Hong Kong Listing Rules, the resolution set out in the notice of the 2020 First Class Meetingfor H Shareholders will be voted by poll. Results of the poll voting will be published on the Bank’s websiteat www.czbank.com and the website of the Stock Exchange at www.hkexnews.hk after the 2020 First ClassMeeting for H Shareholders.

7. H Shareholders who attend the 2020 First Class Meeting for H Shareholders in person or by proxy shall beartheir own traveling, dining and accommodation expenses.


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china zheshang bank co., ltd. 浙商銀行股份有限公司 · according to the notice on...

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