China Zheshang Bank Co., Ltd. 浙商銀行股份有限

Home , Jindong District, Keqiao District, Yuhuan

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker or other 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 this circular and the accompanying proxy form and reply slip to the purchaser or transferee or to the bank, stockbroker or 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 responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities. Distribution of this circular into jurisdictions other than Hong Kong may be restricted by law. Persons into whose possession this circular comes should inform themselves of and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

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)

MATTERS IN RESPECT OF THE A SHARE OFFERING PROPOSED 2017 DIVIDEND DISTRIBUTION PROPOSED GENERAL MANDATE FOR THE ISSUE OF H SHARES PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION ELECTION OF DIRECTORS OF THE FIFTH SESSION OF THE BOARD ELECTION OF SHAREHOLDER REPRESENTATIVE SUPERVISORS AND EXTERNAL SUPERVISORS OF THE FIFTH SESSION OF THE SUPERVISORY COMMITTEE NOTICE OF THE 2017 ANNUAL GENERAL MEETING AND NOTICE OF THE 2018 FIRST CLASS MEETING FOR H SHAREHOLDERS

The AGM and the Class Meetings of the Bank will be held at Lakeview Hotel, No. 2 West Huancheng Road, Hangzhou, Zhejiang, the PRC on Wednesday, June 27, 2018 at 2:30 p.m.. The notice of the AGM and the notice of the 2018 First Class Meeting for H Shareholders are set out on pages 66 to 71 of this circular. The notice of the 2018 First Class Meeting for Domestic Shareholders will be published by the Bank separately. Whether or not you are able to attend the AGM and/or the 2018 First Class Meeting for H Shareholders, you are advised to read the notice of the AGM and the notice of the 2018 First Class Meeting for H Shareholders and to complete and return the enclosed proxy form in accordance with the instructions printed thereon. For holders of Domestic Shares, the proxy form should be returned to the Bank’s Office of the Board, and for holders of H Shares, 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 the 2018 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 2018 First Class Meeting for H Shareholders or at any adjourned meeting if you so wish. If you intend to attend the AGM and/or the 2018 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 to Computershare Hong Kong Investor Services Limited on or before Thursday, June 7, 2018.

May 11, 2018 CONTENTS

Page

DEFINITIONS ...... 1

LETTER FROM THE BOARD

I. INTRODUCTION ...... 5

II. MATTERS TO BE CONSIDERED AT THE AGM AND CLASS MEETINGS 1. Matters in respect of the A Share Offering ...... 5 2. Reasons for the A Share Offering ...... 7 3. Impact of the A Share Offering on the Shareholding Structure of the Bank ...... 7 4. Proposed 2017 Dividend Distribution ...... 8 5. Proposed General Mandate for the Issue of H Shares ...... 10 6. Proposed Amendments to the Articles of Association ...... 11 7. Election of Directors of the Fifth Session of the Board ...... 13 8. Election of Shareholder Representative Supervisors and External Supervisors of the Fifth Session of the Supervisory Committee ...... 14

III. THE ANNUAL GENERAL MEETING AND 2018 FIRST CLASS MEETING FOR H SHAREHOLDERS ...... 15

IV. VOTING BY POLL ...... 16

V. RECOMMENDATION ...... 16

APPENDIX I AMENDMENTS TO ARTICLES OF ASSOCIATION (CURRENT) ...... 17

APPENDIX II AMENDMENTS TO ARTICLES OF ASSOCIATION (A+H) . . 33

APPENDIX III STATUS REPORT ON THE USE OF PREVIOUSLY RAISED FUNDS OF CHINA ZHESHANG BANK CO., LTD...... 49

APPENDIX IV BIOGRAPHICAL DETAILS OF DIRECTOR AND SUPERVISOR CANDIDATES ...... 53

NOTICE OF THE 2017 ANNUAL GENERAL MEETING...... 66

NOTICE OF 2018 FIRST CLASS MEETING FOR H SHAREHOLDERS ...... 70

–i– DEFINITIONS

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

“2018 First Class Meeting for the 2018 first class meeting for Domestic Shareholders of Domestic Shareholders” the Bank to be held at Lakeview Hotel, No. 2 West Huancheng Road, Hangzhou, Zhejiang, the PRC immediately after the conclusion of the AGM on Wednesday, June 27, 2018

“2018 First Class Meeting for the 2018 first class meeting for H Shareholders of the H Shareholders” Bank to be held at Lakeview Hotel, No. 2 West Huancheng Road, Hangzhou, Zhejiang, the PRC immediately after the conclusion of the 2018 First Class Meeting for Domestic Shareholders on Wednesday, June 27, 2018

“A Share(s)” ordinary share(s) proposed to be issued by the Bank pursuant to the A Share Offering and subscribed for in RMB

“A Share Offering” the Bank’s proposed initial public offering of not more than 4,490,000,000 A Shares, which will be listed on the Shanghai Stock Exchange

“AGM” or “Annual General the 2017 annual general meeting or any adjourned Meeting” meeting of the Bank to be held at Lakeview Hotel, No. 2 West Huancheng Road, Hangzhou, Zhejiang, the PRC on Wednesday, June 27, 2018 at 2:30 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 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

–1– DEFINITIONS

“Class Meetings” relevant class meetings to be held on June 27, 2018, being the date of the AGM, or any adjourned meetings at which (i) Domestic Shareholders and (ii) H Shareholders will consider and approve the proposed extension of the validity period of the Plan for the A Share Offering and the proposed extension of the validity period of the authorization granted to the Board by the general meeting to deal with matters relating to the A Share Offering

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

“Domestic Shares” ordinary shares issued by our Bank, with a nominal value of RMB1.00 each, which are subscribed for or credited as paid in full in RMB

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

“H Share Registrar” Computershare Hong Kong Investor Services Limited

“H Shareholder(s)” or holder(s) of H Shares “holder(s) of H Shares”

“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

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

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

“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

“Plan for the A Share Offering” plan for the A Share Offering of the Bank, details of which were set out in the announcement dated March 10, 2017 and the circular dated April 13, 2017 of the Bank

“PRC” the People’s Republic of China, excluding, for the purposes of this circular only, Hong Kong, Macau Special Administrative Region of the People’s Republic of China and Taiwan

–2– DEFINITIONS

“Preference Shares” the U.S.$2,175,000,000 5.45% Non-Cumulative Perpetual Offshore Preference Shares issued by the Bank on March 29, 2017

“RMB” Renminbi, the lawful currency of the PRC

“Share(s)” Domestic Shares and H Shares

“Shareholder(s)” holder(s) of 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

–3– LETTER FROM THE BOARD

Executive Directors Registered Office: Mr. SHEN Renkang No. 288, Qingchun Road Ms. ZHANG Luyun Hangzhou Mr. XU Renyan Zhejiang PRC Non-executive Directors Mr. WANG Mingde Principal place of business Ms. WANG Yibing in Hong Kong: Ms. SHEN Xiaojun 18/F Tesbury Center Ms. GAO Qinhong 28 Queen’s Road East Mr. HU Tiangao Wanchai Ms. LOU Ting Hong Kong Mr. ZHU Weiming

Independent Non-executive Directors Mr. JIN Xuejun Mr. TONG Benli Mr. YUAN Fang Mr. DAI Deming Mr. LIU Pak Wai Mr. ZHENG Jindu

May 11, 2018

To the Shareholders

Dear Sir or Madam,

–4– LETTER FROM THE BOARD

I. INTRODUCTION

The purpose of this circular is to provide you with the notice of the AGM and the notice of the 2018 First Class Meeting for H Shareholders, and to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the AGM and the 2018 First Class Meeting for H Shareholders.

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

1. Matters in respect of the A Share Offering

Reference is made to the announcement of the Bank dated March 10, 2017 and the circular of the Bank dated April 13, 2017 in relation to the Plan for the A Share Offering and the authorization granted to the Board by the general meeting to deal with matters relating to the A Share Offering.

(A) Proposed extension of the validity period of the Plan for the A Share Offering

The Plan for the A Share Offering have been considered and approved by special resolutions at the 2016 annual general meeting and class meetings convened on May 31, 2017. The Plan for the A Share Offering will be valid for 12 months from May 31, 2017. Given that the 12 months validity period of the Plan for the A Share Offering will expire on May 30, 2018, to ensure the on-going proceeding of the A Share Offering, the Bank proposes to extend the validity period of the Plan for the A Share Offering for 12 months from the date immediately after the expiry of the original validity period, being an extended period from May 31, 2018 to May 30, 2019. Except for the proposal of the extension of the validity period of the Plan for the A Share Offering as set out in this circular, other contents of the Plan for the A Share Offering remain unchanged.

The above resolution is subject to consideration and approval at the AGM and the Class Meetings by way of a special resolution.

(B) Proposed extension of the validity period of the authorization granted to the Board by the general meeting to deal with matters relating to the A Share Offering

The resolutions on the proposed authorization granted to the Board by the general meeting to deal with matters relating to the initial public offering and listing of the A Shares have been considered and approved by special resolutions at the 2016 annual general meeting and class meetings convened on May 31, 2017. The authorization granted to the Board to deal with matters relating to the A Share Offering will be valid for 12 months from May 31, 2017. Given that the 12 months validity period of the authorization granted to the Board to deal with matters relating to the A Share Offering will expire on May 30, 2018, to ensure the on-going proceeding of the A Share Offering, the Bank

–5– LETTER FROM THE BOARD proposes to extend the validity period of the authorization granted to the Board to deal with matters relating to the A Share Offering for 12 months from the date immediately after the expiry of the original validity period, being an extended period from May 31, 2018 to May 30, 2019. Except for the proposal of the extension of the validity period of the authorization granted to the Board by the general meeting to deal with matters relating to the A Share Offering as set out in this circular, other contents of such authorization related to A Share Offering remain unchanged.

The above resolution is subject to consideration and approval at the AGM and the Class Meetings by way of a special resolution.

For the reasonable control of management risks and legal risks of Directors, Supervisors and senior management of the Bank after the issuance and listing of A Shares pursuant to the relevant regulatory requirements and industrial practice, the Bank proposes to purchase liability insurance of A Share prospectus.

The Board proposes that the AGM and Class Meetings authorize the Board (and the Board may further authorize the Board’s authorized persons) to deal with matters in respect of the purchase of liability insurance of A Share prospectus, the content and scope of such authorization shall include, among others: determine the scope of insurant; determine the insurance company; determine the insurance amount, insurance premium and other policies of the insurance; choose and appoint insurance agency and other agencies; execute relevant legal documents and deal with other matters in respect of the insurance.

The above resolution is subject to consideration and approval at the AGM by way of an ordinary resolution.

(D) Status report on the use of previously raised funds of China Zheshang Bank Co., Ltd.

Pursuant to relevant regulatory requirements, for a listed issuer applying for issuance of securities, the board of directors of such listed issuer shall make a resolution in relation to the status report on the use of previously raised funds and submit the same to the general meeting for approval. Upon verification of the use of previously raised funds, the Bank prepared the Status Report on the Use of Previously Raised Funds of China Zheshang Bank Co., Ltd. For the details, please refer to Appendix III to this circular. PricewaterhouseCoopers Zhong Tian LLP has verified the status of the use of previously raised funds of the Bank and issued the verification report on the status report on the use of previously raised funds accordingly.

The above resolution is subject to consideration and approval at the AGM by way of an ordinary resolution.

–6– LETTER FROM THE BOARD

2. Reasons for the A Share Offering

The Directors consider that the A Share Offering will further improve the capital adequacy ratio of the Bank, optimize the corporate governance structure of the Bank, develop domestic and international financing platforms and realize the circulation of all Shares held by the Shareholders so that the Domestic Shares are able to be traded on the Shanghai Stock Exchange in a similar manner like the H Shares on the Stock Exchange.

The Directors consider that the A Share Offering is in the interests of the Bank and the Shareholders as a whole.

3. Impact of the A Share Offering on the Shareholding Structure of the Bank

Assuming that a total of 4,490,000,000 A Shares will be issued under the A Share Offering and there are no changes to the share capital of the Bank prior to the completion of the A Share Offering, the shareholding structure of ordinary Shares of the Bank as at the date of this circular and immediately after the completion of the A Share Offering is set out as follows:

Immediately after completion of As at the date of this circular the A Share Offering Approximate Approximate percentage of percentage of the Bank’s the Bank’s Number of issued share Number of issued share shares capital shares capital

Domestic Shares 14,164,696,778 75.67% – – Zhejiang Provincial Financial Holdings Co., Ltd. 2,655,443,774 14.19% – – Domestic Shares held by other domestic Shareholders 11,509,253,004 61.49% – – A Shares (at maximum) – – 18,654,696,778(3) 80.38% A Shares to be held by public(1) – – 15,999,253,004 68.94% Zhejiang Provincial Financial Holdings Co., Ltd. – – 2,655,443,774 11.44% H Shares 4,554,000,000 24.33% 4,554,000,000 19.62% H Shares held by the public(2) 4,554,000,000 24.33% 4,554,000,000 19.62% Zhejiang Provincial Financial Holdings Co., Ltd. ––––

Total 18,718,696,778 100.00% 23,208,696,778 100.00%

(1) Assuming all proposed 4,490,000,000 A Shares (at maximum) to be issued are issued to the non-core connected persons of the Bank and save for the 2,655,443,774 A Shares held by Zhejiang Provincial Financial Holdings Co., Ltd., a substantial Shareholder of the Bank after the completion of the A Share Offering, all other A Shares are held by the public;

–7– LETTER FROM THE BOARD

(2) As at the date of this circular, all H Shares are held by the public based on publicly available information and to the best of the knowledge of the Directors;

(3) After the completion of the A Share Offering, the Bank will have a total of 18,654,696,778 A Shares, including 4,490,000,000 A Shares to be issued under the A Share Offering and 14,164,696,778 A Shares to be converted from existing Domestic Shares of the Bank.

As at the date of this circular, based on publicly available information and to the best of the knowledge of the Directors, the percentage of public float of the Bank satisfies the requirements on the minimum public float (i.e. 21.13%) of the Stock Exchange applied to the Bank. The Bank will continue to comply with the requirements on the minimum public float (i.e. 21.13%) of the Stock Exchange applied to the Bank in the process of applying for A Share Offering and upon the completion of the A Share Offering.

4. Proposed 2017 Dividend Distribution

The Board proposes declaring a cash dividend for ordinary Shares for 2017, representing a dividend of RMB1.70 per 10 Shares (tax inclusive) in the aggregate amount of approximately RMB3.182 billion. The above dividend distribution proposal is subject to consideration and approval at the 2017 AGM.

If approved, the 2017 final dividend of the Bank will be denominated and declared in RMB and paid to the holders of the Domestic Shares in RMB and to the holders of the H Shares in Hong Kong dollars with the Hong Kong dollar to RMB exchange rate being the average mid-point exchange rate published on the website of the People’s Bank of China prevailing seven business days immediately prior to June 27, 2018, being the date of the AGM of Bank.

The expected dividend payment date will be Wednesday, August 15, 2018, subject to the approval by the shareholders by way of ordinary resolution on the final dividend payment arrangement.

The H Shares register of members of the Bank will be closed from Wednesday, July 11, 2018 to Monday, July 16, 2018 (both days inclusive), during which period no transfer of H Shares of the Bank will be effected. For unregistered holders of H Shares who wish to be eligible to receive the 2017 final dividend, all share certificates and the transfer documents must be lodged with the Bank’s H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Tuesday, July 10, 2018. Shareholders whose names appear on the register of members of the Bank on Monday, July 16, 2018 will be entitled to receive the 2017 final dividend (subject to the approval by Shareholders at the AGM).

According to the Enterprise Income Tax Law of the PRC and its implementation rules, both effective on January 1, 2008, before the dividends distribution, the Bank shall withhold and pay enterprise income tax at the rate of 10% for 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), the Bank shall withhold and pay individual income tax for individual holders of the H Shares.

–8– LETTER FROM THE BOARD

If the individual holders of the H shares who are Hong Kong or Macau residents or residents of the countries which had an agreed tax rate of 10% with the PRC under the relevant tax treaties, 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 Rules on Enjoying Treatment under Taxation Treaties by Non-resident Taxpayers (State Administration of Taxation Announcement 2015, No. 60) 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.

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

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. 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.

–9– LETTER FROM THE BOARD

5. Proposed general mandate for the issue of H Shares

In order to keep the capital adequacy ratio remaining constantly at the required level, and to meet the capital requirements of the Bank for its continuous business development, in accordance with the applicable PRC laws and regulations, the Listing Rules and the Articles of Association and upon the review and approval by the Board, the general mandate for the issue of H Shares by the Bank and the relevant authorizations to the Board are now proposed at the AGM for Shareholders’ approval.

Details of the general mandate are set out below:

(A) Specific plans on the general mandate to issue H Shares

(1) Subject to the conditions set out in (2) below and the relevant laws, regulations, regulatory requirement of the place when the Bank is listed and the Articles of Association, the Board is hereby generally and unconditionally authorized to issue, allot and deal with H Shares, and to make or grant offers, agreements or options which would or might require H Shares to be issued, allotted and dealt with, during the Relevant Period (as defined below).

(2) The number of H Shares proposed to be allotted, issued, and dealt with by the Board shall not exceed 20% of the H Shares issued by the Bank as at the date on which this resolution is passed at the AGM.

(3) For the purposes of this resolution:

“Relevant Period” means the period from the date on which this special resolution is passed at the AGM until the earliest of:

(a) the conclusion of the next annual general meeting of the Bank following the date of passing of this resolution; or (b) the expiration of twelve months following the date of passing of this resolution; or (c) the date on which the authority granted to the Board under this resolution is revoked or varied by a special resolution of the Shareholder at a general meeting.

(4) The Board is hereby authorized to determine the details of the issuance plan, including but not limited to: (a) the class and number of H Shares proposed to be issued; (b) the pricing basis and/or the offer price (including the price range); (c) the date of opening and closing of the issuance; (d) the specific use of the proceeds raised; (e) the offers, agreement and share options to be made or granted for the exercise of the said power; (f) other necessary matters to be included in the detailed issuance plan in compliance with the relevant laws, regulations, the Listing Rules and the Articles of Association.

–10– LETTER FROM THE BOARD

(5) The Board is hereby authorized to implement the issuance plan and deal with the matters related to an increase in the registered capital of the Bank so as to reflect the H Shares authorized to be issued by the Bank under this matter, and to make such amendments as it deems appropriate and necessary to the provisions related to the issuance of H Shares and the increase in the registered capital in the Articles of Association, and to adopt and complete any other actions and procedures that are necessary for the implementation of the general mandate to issue H Shares and the completion of the increase in the registered capital of the Bank.

When exercising the authorizations set out above, the Board will comply with the relevant requirements for issuance under general mandate under the Listing Rules and the applicable PRC laws and regulations.

(B) Matters relevant to the general mandate

In order to improve the efficiency of decision-making, reduce internal approval procedures and grasp market opportunities, in respect of the general mandate to issue H Shares, it is proposed to the AGM to approve the authorization of the Board and the authorized persons to deal with the matters in connection with the general mandate to issue H Shares.

To avoid any doubt, the terms “Shares” under this resolution only refer to H Shares and do not include Domestic Shares and/or preference Shares.

6. Proposed Amendments to the Articles of Association

(A) Proposed amendments to the Articles of Association (Current)

In order to conscientiously implement the relevant requirements of incorporating the Party building work into the Articles of Association as required by the higher-level Party committee and regulatory departments, the Board passed a resolution on December 20, 2017 proposing certain amendments to the Articles of Association (Current).

The Bank hereby proposes further amendments to the Articles of Association (Current) in accordance with relevant provisions of the Interim Measures for Equity Management of Commercial Banks (Order No. 1 [2018] of the China Banking Regulatory Commission) and Guidelines on Management and Regulation of Consolidated Financial Statements of Commercial Banks (Yin Jian Fa No. 54 [2014]), with reference to the practice of peer companies, and considering the change in capital structure of the Bank after its placement of H shares on March 29, 2018. Details of the proposed amendments to the Articles of Association (Current) are set out in Appendix I to this circular. It is hereby proposed for approval at the AGM in terms of the proposed amendments to the

–11– LETTER FROM THE BOARD

Articles of Association (Current). It is also proposed at the AGM for approval to authorize the Board and approve the Board to further authorize the Chairman (who can further authorize other persons) to adjust and revise the Articles of Association (Current) based on any changes in laws, regulations and other regulatory documents, and related requirements or the opinions of the relevant regulatory authorities in or out of the PRC and handle approvals and filings in relation to the amendments to the Articles of Association (Current).

The aforementioned amendments to the Articles of Association (Current) are subject to consideration and approval at the AGM by way of a special resolution, and shall be submitted to CBIRC for approval upon being considered and approved at the AGM, which will take effect and be applied on the date upon approval by CBIRC.

(B) Proposed amendments to the Articles of Association (A+H)

In connection with the A Share Offering, the Bank proposed certain amendments to the Articles of Association at the 2016 annual general meeting held on May 31, 2017. The Articles of Association (A+H) upon such amendments has been approved at the 2016 annual general meeting of the Bank and has been approved by China Banking Regulatory Commission, and will take effect and be applied on the date upon completion of A Share Offering.

The Bank hereby proposes corresponding amendments to the Articles of Association (A+H) according to the amendments as mentioned in the above paragraph headed “(A) Proposed Amendments to the Articles of Association” (Current). Details of the proposed amendments to the Articles of Association (A+H) are set out in Appendix II to this circular. It is hereby proposed for approval at the AGM in terms of the proposed amendments to the Articles of Association (A+H). It is also proposed at the AGM for approval to authorize the Board (which can further authorize other authorized persons) to adjust and revise the Articles of Association (A+H) based on any changes in laws, regulations and other regulatory documents, and related requirements or the opinions of the relevant regulatory authorities in or out of China and handle approvals and filings in relation to the amendments to the Articles of Association (A+H).

The aforementioned amendments to the Articles of Association (A+H) is subject to consideration and approval at the AGM by way of a special resolution, and shall be submitted to CBIRC for approval upon being considered and approved at the AGM, which will take effect and be applied on the date upon completion of A Share Offering.

–12– LETTER FROM THE BOARD

7. Election of Directors of the Fifth Session of the Board

The Board has resolved to nominate Mr. Shen Renkang, Mr. Xu Renyan and Ms. Zhang Luyun as the candidates for the executive Directors of the fifth session of the Board; Mr. Huang Zhiming, Mr. Wei Dongliang, Mr. Huang Xufeng, Ms. Gao Qinhong, Mr. Hu Tiangao, Mr. Zhu Weiming, Ms. Lou Ting and Mr. Xia Yongchao as the candidates for the non-executive Directors of the fifth session of the Board; Mr. Tong Benli, Mr. Yuan Fang, Mr. Dai Deming, Mr. Liu Pak Wai, Mr. Zheng Jindu, Mr. Zhou Zhifang and Mr. Wang Guocai as the candidates for the independent non-executive Directors of the fifth session of the Board. The biographical details for the Director candidates of the fifth session of the Board are set out in Appendix IV to this circular.

The fifth session of the Board shall have a term of office for three years, which will be effective from the date of the approval at the AGM. For elected Directors who have not obtained the ratification of their eligibility by CBIRC, their positions shall be effective from the date of the approval at the AGM and the ratification of their eligibility by CBIRC. Upon the approval at the AGM and the ratification of eligibility by CBIRC, the Bank will enter into a service contract with each of the elected Directors. The remuneration receivable by Mr. Shen Renkang, Mr. Xu Renyan and Ms. Zhang Luyun from the Bank for serving as the executive Directors will be determined and paid in accordance with the relevant laws and regulations as well as the relevant provisions of the Articles of Association. No remuneration will be received by Mr. Huang Zhiming, Mr. Wei Dongliang, Mr. Huang Xufeng, Ms. Gao Qinhong, Mr. Hu Tiangao, Mr. Zhu Weiming, Ms. Lou Ting and Mr. Xia Yongchao from the Bank for serving as the non-executive Directors. The remuneration receivable by Mr. Tong Benli, Mr. Yuan Fang, Mr. Dai Deming, Mr. Liu Pak Wai, Mr. Zheng Jindu, Mr. Zhou Zhifang and Mr. Wang Guocai from the Bank for serving as the independent non-executive Directors will be determined and paid in accordance with the relevant laws and regulations as well as the relevant provisions of the Articles of Association.

Save as disclosed in this circular, each Director candidate has not held any other positions in the Bank and its subsidiary nor any directorship in other listed companies in the past three years.

Save as disclosed in this circular, each Director candidate has no relationship with any Directors, Supervisors, senior management or substantial Shareholders (as defined in the Listing Rules) of the Bank.

As at the date of this circular, save as disclosed in this circular, each Director candidate does 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 in this circular, there is no other information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules in relation to the appointment of each Director candidate, and the Bank is not aware of any other matters that need to be brought to attention of the Shareholders.

–13– LETTER FROM THE BOARD

The above resolutions are subject to consideration and approval at the AGM by way of ordinary resolutions.

Due to the re-election of the Board, among the members of the fourth session of the Board, Mr. Wang Mingde, Ms. Wang Yibing, Ms. Shen Xiaojun and Mr. Jin Xuejun will no longer serve as Directors or serve any position in the Board committees as the date of approval of election of the fifth session of the Board at the AGM. They have confirmed with the Bank that they have no disagreement with the Board and there is no matter in relation to their retirements that needs to brought to the attention of the Shareholders and the Stock Exchange.

8. Election of Shareholder Representative Supervisors and External Supervisors of the Fifth Session of the Supervisory Committee

The Supervisory Committee has resolved to nominate Mr. Yu Jianqiang, Mr. Ge Meirong and Mr. Huang Haibo as the candidates for the shareholder representative Supervisors of the fifth session of the Supervisory Committee; Mr. Yuan Xiaoqiang, Mr. Huang Zuhui, Mr. Wang Jun and Ms. Cheng Huifang as the candidates for the external Supervisors of the fifth session of the Supervisory Committee. The biographical details for the shareholder representative Supervisor candidates and external Supervisor candidates of the fifth session of the Supervisory Committee are set out in Appendix IV to this circular.

The fifth session of the Supervisory Committee will be composed of eleven Supervisors. In addition to the above nominated seven Supervisor candidates, four employee representative Supervisors will be elected by the employees of the Bank at the general meeting of employees’ representatives to join the fifth session of the Supervisory Committee directly.

Shareholder representative Supervisors and external Supervisors of the fifth session of the Supervisory Committee shall have a term of office for three years, which will be effective from the date of the approval at the AGM. Upon the approval at the AGM, the Bank will enter into a service contract with each of the elected shareholder representative Supervisor and elected external Supervisor. Among the members of the fifth session of the Supervisory Committee, the remuneration receivable by the chairman of the Supervisory Committee from the Bank for serving as the chairman of the Supervisory Committee will be determined and paid in accordance with the relevant laws and regulations as well as the relevant provisions of the Articles of Association. Except for the chairman of the Supervisory Committee, no remuneration will be received by the other shareholder representative Supervisors for serving as the shareholder representative Supervisors. The remuneration receivable by Mr. Yuan Xiaoqiang, Mr. Huang Zuhui, Mr. Wang Jun and Ms. Cheng Huifang from the Bank for serving as the external Supervisors will be determined and paid in accordance with the relevant laws and regulations as well as the relevant provisions of the Articles of Association.

Save as disclosed in this circular, each shareholder representative Supervisor candidates and external Supervisor candidates has not held any other positions in the Bank and its subsidiary nor any directorship in other listed companies in the past three years.

Save as disclosed in this circular, each shareholder representative Supervisor candidates and external Supervisor candidates has no relationship with any Directors, supervisors, senior management or substantial Shareholders (as defined in the Listing Rules) of the Bank.

–14– LETTER FROM THE BOARD

As at the date of this circular, save as disclosed in this circular, each shareholder representative Supervisor candidates and external Supervisor candidates does 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 in this circular, there is no other information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules in relation to the appointment of each shareholder representative Supervisor candidates and external Supervisor candidates, and the Bank is not aware of any other matters that need to be brought to attention of the Shareholders.

The above resolutions are subject to consideration and approval at the AGM by way of ordinary resolutions.

Due to the re-election of the Supervisory Committee, among the members of the fourth session of the Supervisory Committee, Mr. Tao Xuegen and Mr. Zhou Yang, being the shareholder representative Shareholders, and Mr. Jiang Zhihua, being the external Supervisor, will no longer serve as Supervisors or serve any position in committees of the Supervisory Committee as the date of approval of election of the fifth session of the Supervisory Committee at the AGM. They have confirmed with the Bank that they have no disagreement with the Supervisory Committee and there is no matter in relation to their retirements that needs to brought to the attention of the Shareholders and the Stock Exchange.

III. THE ANNUAL GENERAL MEETING AND 2018 FIRST CLASS MEETING FOR H SHAREHOLDERS

A form of proxy and the reply slip for use at the Annual General Meeting and the 2018 First Class Meeting for H Shareholders also enclosed herewith.

If you intend to appoint a proxy to attend the Annual General Meeting and/or the 2018 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 holders of Domestic Shares, the proxy form should be returned to the Bank’s Office of the Board, and for the holders of H Shares, 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 Annual General Meeting and/or the 2018 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 Annual General Meeting and/or the 2018 First Class Meeting for H Shareholders or at any adjourned meeting thereof if you so wish.

If you intend to attend the Annual General Meeting and/or the 2018 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 Thursday, June 7, 2018. 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.

–15– LETTER FROM THE BOARD

IV. VOTING BY POLL

According to the Listing Rules, each of the resolutions to be proposed at the Annual General Meeting and the 2018 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 Annual General Meeting and the 2018 First Class Meeting for H Shareholders.

V. RECOMMENDATION

The Board considers that all resolutions to be proposed at the Annual General Meeting and the 2018 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 Annual General Meeting and the 2018 First Class Meeting for H Shareholders.

By order of the Board China Zheshang Bank Co., Ltd. Shen Renkang Chairman

Hangzhou, the PRC

–16– APPENDIX I AMENDMENTS TO ARTICLES OF ASSOCIATION (CURRENT)

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION (CURRENT) OF CHINA ZHESHANG BANK CO., LTD.

Basis of Original Amended Amendments Chapter 1 General Provisions Chapter 1 General Provisions Article 2 Our Bank is a Article 2 Our Bank is a Amend nationwide joint-equity nationwide joint-equity according to commercial bank established commercial bank established formation of pursuant to the “Company Law” pursuant to the “Company Law” China Banking and the “Commercial Bank Law” and the “Commercial Bank Law” and Insurance and upon approval of China and upon approval of China Regulatory Banking Regulatory Commission Banking Regulatory Commission Commission and (hereinafter referred to as (hereinafter referred to as actual situation “CBRC”) (YIN JIAN FU [2004] “CBRC”) (YIN JIAN FU [2004] of our Bank. No. 91). No. 91).

Established by way of Established by way of promotion, our Bank was promotion, our Bank was registered at the Zhejiang registered at the Zhejiang Provincial Administration for Provincial Administration for Industry & Commerce on 26 July Industry & Commerce on 26 July 2004 and obtained a business 2004 and obtained a business license. Our Bank’s business license. Our Bank’s business license number is license numberunified social 330000000013295. credit code is 330000000013295 91330000761336668H......

–17– APPENDIX I AMENDMENTS TO ARTICLES OF ASSOCIATION (CURRENT)

Basis of Original Amended Amendments Article 8 In accordance with the Amend relevant regulations of the according to the Constitution of the Communist relevant Party of China, the Bank shall requirements of establish the Party committee of incorporating the China Zheshang Bank Party building (hereinafter the “Zheshang Bank work into the Party Committee”) and the Party articles of discipline inspection committee association as of China Zheshang Bank required by the (hereinafter the “Zheshang Bank Constitution of Discipline Inspection the Communist Committee”) to carry out the Party of China, activities of the Party. The Party higher-level organizations shall play the core Party committee leadership role, provide and regulatory direction, manage the overall authorities, with situation and ensure reference to the implementation. The working articles of organs of the Party shall be association of established, equipped with some listed sufficient staff to deal with Party banks. affairs and provided with sufficient funds to operate the Party organizations.

–18– APPENDIX I AMENDMENTS TO ARTICLES OF ASSOCIATION (CURRENT)

Basis of Original Amended Amendments Article 9 The Zheshang Bank Amend Party Committee shall ensure according to the and supervise the Bank’s relevant implementation of policies and requirements of guidelines of the Party and the incorporating the State; implement major strategic Party building decisions and important work work into the arrangements of higher-level articles of Party organizations; strengthen association as its leadership and supervision required by the role in the process of selection Constitution of and appointment of personnel, the Communist uphold the integration of the Party of China, principle that the Party manages higher-level the officials with the function of Party committee the Board of Directors in the and regulatory lawful selection of the authorities, with management and with the lawful reference to the exercise of authority of articles of appointment, promotion and association of demotion of personnel by the some listed management; research and banks. discuss the reform, development and stability of the Bank, major operational and management issues and major issues concerning employee interests, and put forth comments and suggestions; assume the primary responsibility to run the Party comprehensively with strict discipline, research and arrange the Party-masses work of the Bank and strengthen the self construction of the Party organizations; and lead the Bank’s ideological and political work, the united front work, the cultural and ethical progress, and research and arrange corporate culture cultivation as well as the work of groups such as the Labor Union of the Bank and the Communist Youth League.

The Bank should listen to the opinions of the Zheshang Bank Party Committee before discussing and deciding major issues.

–19– APPENDIX I AMENDMENTS TO ARTICLES OF ASSOCIATION (CURRENT)

Basis of Original Amended Amendments Article 10 The Zheshang Bank Amend Party Committee supports and according to the promotes the Bank to abide by relevant the national laws and regulations requirements of as well as various supervision incorporating the and management systems of the Party building regulatory authorities, and adhere work into the to the principle of operating in articles of compliance with laws and association as regulations. The Zheshang Bank required by the Party Committee respects and Constitution of supports that the Shareholders’ the Communist General Meeting, the Board of Party of China, Directors, the Supervisory higher-level Committee and the senior Party committee management exercise their and regulatory powers in accordance with the authorities, with law, and instructs and procures reference to the the senior management to articles of implement the decisions of the association of Shareholders’ General Meeting some listed and the Board of Directors. banks. Article 11 The Bank implements Amend the leadership management according to the system of “Dual Entry and Cross relevant Appointment”. Eligible members requirements of of the Zheshang Bank Party incorporating the Committee may be appointed to Party building the Board of Directors, the work into the Supervisory Committee and the articles of senior management according to association as the legal procedures, and eligible required by the Party members in the Board of Constitution of Directors, the Supervisory the Communist Committee and the senior Party of China, management may be appointed to higher-level the Zheshang Bank Party Party committee Committee in accordance with and regulatory the Party Constitution and the authorities, with relevant regulations and reference to the procedures. articles of association of some listed banks.

–20– APPENDIX I AMENDMENTS TO ARTICLES OF ASSOCIATION (CURRENT)

Basis of Original Amended Amendments Chapter 2 Objectives and Chapter 2 Objectives and Scope of Business Scope of Business Article 12 Our Bank shall Article 126 Our Bank shall Amend adhere to the basic operating adhere to the basic operating according to principles of safety, liquidity and principles of safety, liquidity and formation of efficiency, while conducting efficiency, while conducting China Banking independent operations, independent operations, and Insurance managing our own risks, managing our own risks, Regulatory assuming sole responsibility for assuming sole responsibility for Commission. our own profit or loss and being our own profit or loss and being self-constrained. self-constrained.

–21– APPENDIX I AMENDMENTS TO ARTICLES OF ASSOCIATION (CURRENT)

Basis of Original Amended Amendments Chapter 3 Capital Chapter 3 Capital Article 19 The total number of Article 1923 The total number of Amend ordinary shares that our Bank ordinary shares that our Bank according to can issue upon approval by the can issue upon approval by the actual situation approval departments as approval departments as of our Bank. authorized by the State Council authorized by the State Council is 17,959,696,778 shares. is 17,959,696,77818,718,696,778 shares. Our Bank’s ordinary share capital structure is: Our Bank’s ordinary share 17,959,696,778 ordinary shares, capital structure is: among which 14,164,696,778 are 17,959,696,77818,718,696,778 domestic shares, representing ordinary shares, among which 78.87% of the total ordinary 14,164,696,778 are domestic shares issued by our Bank; and shares, representing 78.8775.67% 3,795,000,000 H shares, of the total ordinary shares representing 21.13% of the total issued by our Bank; and ordinary shares issued by our 3,795,000,0004,554,000,000 H Bank. shares, representing 21.1324.33% of the total ordinary shares issued by our Bank.

The total number of offshore preference shares issued by our Bank is 108,750,000. Article 24 The substantial Article 248 The substantial Amend shareholders of our Bank shall shareholders of our Bank shall according to make a long term commitment in make a long term commitment in Article 19 and respect of capital replenishment respect of capital replenishment Article 28 of the to our Bank in writing, as part of to our Bank in writing, as part of Interim Measures our Bank’s capital planning. our Bank’s capital planning. The for Equity Shareholders of our Bank, in substantial shareholders of our Management of particular the substantial Bank shall replenish our Bank’s Commercial shareholders, shall be required to capital when necessary. Banks (《商業銀 support the plans and measures Shareholders of our Bank, in 行股權管理暫行 proposed by the Board for the particular the substantial 辦法》). purpose of increasing capital shareholders, shall be required to adequacy ratio and shall not support the plans and measures obstruct the capital injection of proposed by the Board for the other shareholders or the purpose of increasing capital participation of new qualified adequacy ratio and shall not shareholders. obstruct the capital injection of other shareholders or the participation of new qualified shareholders.

–22– APPENDIX I AMENDMENTS TO ARTICLES OF ASSOCIATION (CURRENT)

Basis of Original Amended Amendments Chapter 6 Shareholders and Chapter 6 Shareholders and General Meetings General Meetings Article 53 Except as otherwise Article 537 Except as otherwise Amend provided by the laws, provided by the laws, according to regulations, rules, regulatory regulations, rules, regulatory Article 28 of the documents and Articles of documents and Articles of Interim Measures Association to the holders of Association to the holders of for Equity preferential shares of the Bank, preferential shares of the Bank, Management of all shareholders of our Bank all shareholders of our Bank Commercial shall have the following shall have the following Banks. obligations: obligations:

(I) to abide by the Articles of (I) to abide by the laws, Association and keep business regulations and regulatory secrets of our Bank; requirements;

(II) to pay the share capital as (III) to abide by the Articles of determined by the number of Association and keep business shares subscribed for by him/her secrets of our Bank; and the prescribed method of capital contribution; (IIIII) to pay the share capital as determined by the number of (III) not to withdraw his/her paid shares subscribed for by him/her share capital except in and the prescribed method of circumstances allowed by the capital contribution; laws and regulations; (IIIIV) not to withdraw his/her (IV) If shareholders use their paid share capital except in equity interests in our Bank to circumstances allowed by the provide guarantees for laws and regulations; themselves or others, they shall strictly comply with the (IVV) If shareholders use their requirements of laws, regulations equity interests in our Bank to and regulatory authorities and provide guarantees for inform the Board in advance. themselves or others, they shall strictly comply with the ...... requirements of laws, regulations and regulatory authorities and inform the Board in advance.

......

–23– APPENDIX I AMENDMENTS TO ARTICLES OF ASSOCIATION (CURRENT)

Basis of Original Amended Amendments (V) not to seek improper (VVI) not to seek improper advantages or interfere with the advantages or interfere with the decision-making rights and decision-making rights and management rights entrusted to management rights entrusted to the Board and members of senior the Board and members of senior management in line with the management in line with the Articles of Association, not to Articles of Association, not to bypass the Board and senior bypass the Board and senior management and directly management and directly intervene in our Bank’s intervene in our Bank’s operations and management, and operations and management, and not to damage the interests of not to damage the interests of our Bank and the legal rights our Bank and the legal rights and interests of other and interests of other stakeholders; stakeholders;.

(VI) to assume other obligations For shareholders who have made required by the laws, false statements, abused their administrative regulations, rules shareholders rights or acted to and the Articles of Association. damage the interests of our Bank, the banking regulatory Shareholders shall not be liable authority under the State Council for making any additional may restrict or prohibit contribution to the share capital connected transactions between of our Bank other than according our Bank and them, limit the to the terms agreed by the maximum number of our Bank’s subscriber of the share at the shares that they can hold and the time of subscription. percentage of our Bank’s shares that they can pledge, and their rights to request to convene the general meeting, vote, nominate, propose, dispose, etc.;

(VIVII) to assume other obligations required by the laws, administrative regulations, rules and the Articles of Association.

Shareholders shall not be liable for making any additional contribution to the share capital of our Bank other than according to the terms agreed by the subscriber of the share at the time of subscription.

–24– APPENDIX I AMENDMENTS TO ARTICLES OF ASSOCIATION (CURRENT)

Basis of Original Amended Amendments Article 56 Any company and Article 5660 Any company and Amend individual shall purchase more individual shall purchase more according to than 5% of the total number of than 5% of the total number of Article 4 and issued shares of our Bank with issued shared of our Bank with Article 28 of the prior approval from banking prior approval from banking Interim Measures regulatory authorities. regulatory authorities investor for Equity together with its related parties Management of If shareholders hold 5% or more and persons acting in concert Commercial of the total number of issued who intend to hold for the first Banks. shared of our Bank without prior time or increase by in aggregate, approval from the banking severally or jointly, more than regulatory authorities (hereinafter 5% of total capital or total referred to as “outstanding shares of our Bank, shall report shares”), the exercise of to the banking regulatory shareholder rights based on the authority under the State Council outstanding shares stipulated in for its approval in advance. Article 51 of the Articles of Association by such shareholders Any investor together with its shall be subject to necessary related parties and persons acting restrictions prior to approval in concert who hold, severally or from the banking regulatory jointly, more than 1% but less authorities, including but not than 5% of total capital or total limited to: shares of our Bank, shall report to the banking regulatory (I) outstanding shares shall not authority under the State Council have the right to vote at the within 10 working days after general meeting of our Bank obtaining the relevant equities. (including voting by class shareholders); If shareholders hold 5% or more of the total number of issued (II) outstanding shares shall not shared of our Bank without prior have the right to nominate approval from the banking candidates for directors and regulatory authorities (hereinafter supervisors as provided in the referred to as “outstanding Articles of Association. shares”), the exercise of shareholder rights based on the Should shareholders holding outstanding shares stipulated in outstanding shares fail to obtain Article 51 of the Articles of approval from the banking Association by such shareholders regulatory authorities, such shall be subject to necessary shareholders shall complete the restrictions prior to approval transfer of such outstanding from the banking regulatory shares within the time limit authorities, including but not required by the banking limited to: regulatory authorities.

–25– APPENDIX I AMENDMENTS TO ARTICLES OF ASSOCIATION (CURRENT)

Basis of Original Amended Amendments (I) outstanding shares shall not have the right to vote at the general meeting of our Bank (including voting by class shareholders);

(II) outstanding shares shall not have the right to nominate candidates for directors and supervisors as provided in the Articles of Association.

Shareholders who should have sought approval of or reported to but failed to seek approval of or report to the banking regulatory authority under the State Council shall not exercise rights to request to convene a general meeting, vote, nominate, propose, dispose, etc..

Should the banking regulatory authority under the State Council request such shareholders to transfer our Bank’s shares held by themshareholders holding outstanding shares fail to obtain approval from the banking regulatory authorities, such shareholders shall complete process with the transfer of such outstanding shares within the time limit required by the banking regulatory authorities under the State Council.

–26– APPENDIX I AMENDMENTS TO ARTICLES OF ASSOCIATION (CURRENT)

Basis of Original Amended Amendments Chapter 8 Directors and Board Chapter 8 Directors and Board Article 127 The Board shall Article 12731 The Board shall Amend exercise the following functions exercise the following functions according to and powers: and powers: Article 21 of the Guidelines on ...... Management and Regulation of (XXV) To exercise other (XXV) To be ultimately Consolidated functions and powers as responsible for the consolidated Financial stipulated by laws, regulations or statement management of our Statements of the Articles of Association and Bank, under which to be Commercial granted by the general meeting. responsible for formulating the Banks (《商業銀 overall strategic plans, for 行併表管理與監 review and supervision of the 管指引》). formulation and enforcement of the implementation plans of consolidated statement management, and for establishment of a periodic review and evaluation system, in compliance with the requirements of the banking regulatory authority under the State Council on consolidated statement supervision;

(XXVVI) To exercise other functions and powers as stipulated by laws, regulations or the Articles of Association and granted by the general meeting.

–27– APPENDIX I AMENDMENTS TO ARTICLES OF ASSOCIATION (CURRENT)

Basis of Original Amended Amendments Article 142 Under the Board of Article 1426 Under the Board of Amend Directors of our Bank are four Directors of our Bank are foursix according to special committees: Strategy special committees: Strategy actual situation Committee, Audit Committee, Committee, Audit Committee, of establishment Risk and Connected Transaction Risk and Connected Transaction of special Control Committee and Control Committee and, committees Nomination & Remuneration Nomination & Remuneration under the Board Committee. Chairmen and Committee, Consumer Rights of our Bank. members of the committees shall Protection Committee and be nominated by the chairman of Inclusive Finance Development the Board and be elected by the Committee. Chairmen and Board; the committees shall be members of the committees shall responsible to the Board of be nominated by the chairman of Directors. the Board and be elected by the Board; the committees shall be Independent directors shall serve responsible to the Board of as chairman of the Audit Directors. Committee, Risk and Connected Transaction Control Committee Independent directors shall serve and Nomination & Remuneration as chairman of the Audit Committee. Specifically, Committee, Risk and Connected independent directors shall be in Transaction Control Committee the majority in the Audit and, Nomination & Committee and Nomination & Remuneration Committee and Remuneration Committee. Consumer Rights Protection Directors serving as chairman of Committee. Specifically, the Audit Committee and Risk independent directors shall be in and Connected Transaction the majority in the Audit Control Committee shall work in Committee and Nomination & our Bank for at least 25 Remuneration Committee. workdays every year. Directors serving as chairman of the Audit Committee and Risk and Connected Transaction Control Committee shall work in our Bank for at least 25 workdays every year.

–28– APPENDIX I AMENDMENTS TO ARTICLES OF ASSOCIATION (CURRENT)

Basis of Original Amended Amendments Article 151 Main duties of the Amend Consumer Rights Protection according to Committee: actual situation of establishment (I) To formulate strategies, of special policies and objectives of the committees consumer rights protection work; under the Board of our Bank. (II) To guide, urge and supervise the senior management to effectively execute and implement relevant work, and regularly listen to the senior management’s special reports on the progress of consumer rights protection work;

(III) To supervise and evaluate the comprehensiveness, timeliness and effectiveness of our consumer rights protection work as well as relevant duty performance status of the senior management;

(IV) To deal with other matters as authorized by the Board. Article 152 Main duties of the Amend Inclusive Finance Development according to Committee: actual situation of establishment (I) To formulate the strategic of special development planning and basic committees management system of inclusive under the Board finance business of our Bank; of our Bank.

(II) To deliberate the annual operation plans of inclusive finance business department, and the appraisal methods, etc.;

(III) To guide and supervise effective implementation of the annual operation plans of inclusive finance business department;

(IV) To deal with other matters as authorized by the Board.

–29– APPENDIX I AMENDMENTS TO ARTICLES OF ASSOCIATION (CURRENT)

Basis of Original Amended Amendments Chapter 18 Supplementary Chapter 18 Supplementary Provisions Provisions Article 263 Definitions Article 2639 Definitions Amend according to ...... Article 9 and Article 56 of the (III) Substantial shareholders (III) Substantial shareholders Interim Measures refer to the shareholders who can refer to the shareholders who can for Equity directly, indirectly, or jointly directly, indirectly, or jointly Management of hold or control more than 5% of hold or control more than 5% of Commercial the shares or voting rights of our the shares or voting rights of our Banks, and Bank and have a significant Bank and have a significant formation of impact upon the decision-making impact upon the decision-making China Banking of our Bank. of our Bankthe shareholders who and Insurance hold or control more than 5% of Regulatory (IV) The banking regulatory the shares or voting rights of our Commission. authority under the State Council Bank, or hold less than 5% of refers to China Banking total capital or total shares but Regulatory Commission or have a significant impact upon authorized branches thereof. the operation and management of our Bank. The shareholding ratio (V) The meaning of the of shareholders and its related “accounting firm” mentioned in parties and persons acting in the Articles of Association is the concert shall be calculated same as that of “auditors” as together. referred to in the Hong Kong Listing Rules. The “significant impact” above includes but not limited to the (VI) “Senior management” nomination of directors, mentioned in the Articles of supervisors or senior Association refers to our Bank’s management of our Bank, president, vice presidents, affecting through an agreement president assistants and other or in other ways, the decision- senior executives recognized by making in finance, operation and the regulatory authority. management of our Bank, and other circumstances affirmed by the banking regulatory authority under the State Council.

–30– APPENDIX I AMENDMENTS TO ARTICLES OF ASSOCIATION (CURRENT)

Basis of Original Amended Amendments (VII) “Total number of voting (IV) The “related parties” in shares” mentioned in the Articles Article 58, Article 59, Article 60 of Association only include and paragraph (III) in this ordinary shares and preference Article of the Articles of shares with restored voting Association refer to that if a rights. party has the power to control, jointly control or exercise significant influence over another party, or where two or more parties are subject to common control, joint control or significant influence from another party, they are considered to be related parties, according to the Accounting Standard for Business Enterprises 36 “Related Party Disclosures”. However, state- owned enterprises do not have related relationships solely as a result of being controlled by the State. Acting in concert refers to an act or a fact that an investor and other investors jointly enlarge the number of the shares with voting rights in our Bank by way of agreements or other arrangements. The investors who agree to act in concert are persons acting in concert.

(IVV) The banking regulatory authority under the State Council refers to China Banking and Insurance Regulatory Commission or authorized branches thereof.

(VVI) The meaning of the “accounting firm” mentioned in the Articles of Association is the same as that of “auditors” as referred to in the Hong Kong Listing Rules.

–31– APPENDIX I AMENDMENTS TO ARTICLES OF ASSOCIATION (CURRENT)

Basis of Original Amended Amendments (VIVII) “Senior management” mentioned in the Articles of Association refers to our Bank’s president, vice presidents, president assistants and other senior executives recognized by the regulatory authority.

(VIIVIII) “Total number of voting shares” mentioned in the Articles of Association only include ordinary shares and preference shares with restored voting rights.

Note: the amended articles in this articles of association and articles involved in cross references in the texts of this articles of association shall be renumerated in correspondence with the additional articles.

–32– APPENDIX II AMENDMENTS TO ARTICLES OF ASSOCIATION (A+H)

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION (A+H) OF CHINA ZHESHANG BANK CO., LTD.

Established by way of Established by way of promotion, our Bank was promotion, our Bank was registered at the Zhejiang registered at the Zhejiang Provincial Administration for Provincial Administration for Industry & Commerce on 26 July Industry & Commerce on 26 July 2004 and obtained a business 2004 and obtained a business license. Our Bank’s business license. Our Bank’s business license number is license numberunified social 91330000761336668H. credit code is 91330000761336668H......

–33– APPENDIX II AMENDMENTS TO ARTICLES OF ASSOCIATION (A+H)

–34– APPENDIX II AMENDMENTS TO ARTICLES OF ASSOCIATION (A+H)

Basis of Original Amended Amendments Article 9 The Zheshang Bank Amend Party Committee shall ensure according to the and supervise the Bank’s relevant implementation of policies and requirements of guidelines of the Party and the incorporating the State; implement major strategic Party building decisions and important work work into the arrangements of higher-level articles of Party organizations; strengthen association as its leadership and supervision required by the role in the process of selection Constitution of and appointment of personnel, the Communist uphold the integration of the Party of China, principle that the Party manages higher-level the officials with the function of Party committee the Board of Directors in the and regulatory lawful selection of the authorities, with management and with the lawful reference to the exercise of authority of articles of appointment, promotion and association of demotion of personnel by the some listed management; research and banks. discuss the reform, development and stability of the Bank, major operational and management issues and major issues concerning employee interests, and put forth comments and suggestions; assume the primary responsibility to run the Party comprehensively with strict discipline, research and arrange the Party-masses work of the Bank and strengthen the self- construction of the Party organizations; and lead the Bank’s ideological and political work, the united front work, the cultural and ethical progress, and research and arrange corporate culture cultivation as well as the work of groups such as the Labor Union of the Bank and the Communist Youth League.

The Bank should listen to the opinions of the Zheshang Bank Party Committee before discussing and deciding major issues.

–35– APPENDIX II AMENDMENTS TO ARTICLES OF ASSOCIATION (A+H)

–36– APPENDIX II AMENDMENTS TO ARTICLES OF ASSOCIATION (A+H)

The business activities of our The business activities of our Bank are under the supervision Bank are under the supervision and management of People’s and management of People’s Bank of China, CBRC and other Bank of China, CBRCChina competent regulatory authorities. Banking and Insurance Regulatory Commission and other competent regulatory authorities. Article 13 Upon approval by Article 137 Upon approval by Amend CBRC and registration with CBRCbanking regulatory according to registration authorities, the authority under the State Council formation of business scope of our Bank and registration with registration China Banking includes: authorities, the business scope of and Insurance our Bank includes: Regulatory ...... Commission...... Chapter 3 Capital Chapter 3 Capital Article 24 The substantial Article 248 The substantial Amend shareholders of our Bank shall shareholders of our Bank shall according to make a long term commitment in make a long term commitment in Article 19 and respect of capital replenishment respect of capital replenishment Article 28 of the to our Bank in writing, as part of to our Bank in writing, as part of Interim Measures our Bank’s capital planning. our Bank’s capital planning. The for Equity Shareholders of our Bank, in substantial shareholders of our Management of particular the substantial Bank shall replenish our Bank’s Commercial shareholders, shall be required to capital when necessary. Banks (《商業銀 support the plans and measures Shareholders of our Bank, in 行股權管理暫行 proposed by the Board for the particular the substantial 辦法》). purpose of increasing capital shareholders, shall be required to adequacy ratio and shall not support the plans and measures obstruct the capital injection of proposed by the Board for the other shareholders or the purpose of increasing capital participation of new qualified adequacy ratio and shall not shareholders. obstruct the capital injection of other shareholders or the participation of new qualified shareholders.

–37– APPENDIX II AMENDMENTS TO ARTICLES OF ASSOCIATION (A+H)

Basis of Original Amended Amendments Chapter 6 Shareholders and Chapter 6 Shareholders and General Meetings General Meetings Article 58 Except as otherwise Article 5862 Except as otherwise Amend provided by the laws, provided by the laws, according to regulations, rules, regulatory regulations, rules, regulatory Article 28 of the documents and Articles of documents and Articles of Interim Measures Association to the holders of Association to the holders of for Equity preferential shares of the Bank, preferential shares of the Bank, Management of all shareholders of our Bank all shareholders of our Bank Commercial shall have the following shall have the following Banks. obligations: obligations:

(I) to abide by the Articles of (I) to abide by the laws, Association and keep business regulations and regulatory secrets of our Bank; requirements;

......

–38– APPENDIX II AMENDMENTS TO ARTICLES OF ASSOCIATION (A+H)

(VI) shall not abuse their rights (VIVII) shall not abuse their to damage interests of our Bank rights to damage interests of our or other shareholders; Bank or other shareholders; shareholders shall not abuse the shareholders shall not abuse the independent legal person status independent legal person status of our Bank or the limited of our Bank or the limited liability of shareholders to liability of shareholders to damage the interests of creditors damage the interests of creditors of our Bank. of our Bank.

Shareholders shall bear the legal Shareholders shall bear the legal liability of compensation for liability of compensation for damage to our Bank or other damage to our Bank or other shareholders by abusing of the shareholders by abusing of the shareholders’ rights. shareholders’ rights.

Shareholders shall bear the Shareholders shall bear the several and joint liability for several and joint liability for debt of our Bank for serious debt of our Bank for serious damage to interests of creditors damage to interests of creditors of our Bank by abusing the of our Bank by abusing the independent legal person status independent legal person status of our Bank and the limited of our Bank and the limited liability of shareholders to evade liability of shareholders to evade debts; debts;.

–39– APPENDIX II AMENDMENTS TO ARTICLES OF ASSOCIATION (A+H)

Basis of Original Amended Amendments (VII) to assume other obligations For shareholders who have made required by the laws, false statements, abused their administrative regulations, rules shareholders rights or acted to and the Articles of Association. damage the interests of our Bank, the banking regulatory Shareholders shall not be liable authority under the State Council for making any additional may restrict or prohibit contribution to the share capital connected transactions between of our Bank other than according our Bank and them, limit the to the terms agreed by the maximum number of our Bank’s subscriber of the share at the shares that they can hold and the time of subscription. percentage of our Bank’s shares that they can pledge, and their rights to request to convene the general meeting, vote, nominate, propose, dispose, etc.;

(VIIVIII) to assume other obligations required by the laws, administrative regulations, rules and the Articles of Association.

–40– APPENDIX II AMENDMENTS TO ARTICLES OF ASSOCIATION (A+H)

Basis of Original Amended Amendments Article 61 Any company and Article 615 Any company and Amend individual shall purchase more individual shall purchase more according to than 5% of the total number of than 5% of the total number of Article 4 and issued shared of our Bank with issued shared of our Bank with Article 28 of the prior approval from banking prior approval from banking Interim Measures regulatory authorities under the regulatory authorities under the for Equity State Council. State Council investor together Management of with its related parties and Commercial If shareholders hold 5% or more persons acting in concert who Banks. of the total number of issued intend to hold for the first time shared of our Bank without prior or increase by in aggregate, approval from the banking severally or jointly, more than regulatory authorities under the 5% of total capital or total State Council (hereinafter shares of our Bank, shall report referred to as “outstanding to the banking regulatory shares”), the exercise of authority under the State Council shareholder rights based on the for its approval in advance. outstanding shares stipulated in Article 53 of the Articles of Any investor together with its Association by such shareholders related parties and persons acting shall be subject to necessary in concert who hold, severally or restrictions prior to approval jointly, more than 1% but less from the banking regulatory than 5% of total capital or total authorities under the State shares of our Bank, shall report Council, including but not to the banking regulatory limited to: authority under the State Council within 10 working days after (I) outstanding shares shall not obtaining the relevant equities. have the right to vote at the general meeting of our Bank If shareholders hold 5% or more (including voting by class of the total number of issued shareholders); shared of our Bank without prior approval from the banking (II) outstanding shares shall not regulatory authorities under the have the right to nominate State Council (hereinafter candidates for directors and referred to as “outstanding supervisors as provided in the shares”), the exercise of Articles of Association. shareholder rights based on the outstanding shares stipulated in Should shareholders holding Article 53 of the Articles of outstanding shares fail to obtain Association by such shareholders approval from the banking shall be subject to necessary regulatory authorities under the restrictions prior to approval State Council, such shareholders from the banking regulatory shall complete the transfer of authorities under the State such outstanding shares within Council, including but not the time limit required by the limited to: banking regulatory authorities under the State Council.

–41– APPENDIX II AMENDMENTS TO ARTICLES OF ASSOCIATION (A+H)

Basis of Original Amended Amendments (I) outstanding shares shall not have the right to vote at the general meeting of our Bank (including voting by class shareholders);

(II) outstanding shares shall not have the right to nominate candidates for directors and supervisors as provided in the Articles of Association.

Should the banking regulatory authority under the State Council request such shareholders to transfer our Bank’s shares held by themshareholders holding outstanding shares fail to obtain approval from the banking regulatory authorities under the State Council, such shareholders shall complete process with the transfer of such outstanding shares within the time limit required by the banking regulatory authorities under the State Council.

–42– APPENDIX II AMENDMENTS TO ARTICLES OF ASSOCIATION (A+H)

Basis of Original Amended Amendments Chapter 8 Directors and Board Chapter 8 Directors and Board Article 151 The Board shall Article 1515 The Board shall Amend exercise the following functions exercise the following functions according to and powers: and powers: Article 21 of the Guidelines on ...... Management and Regulation of (XXV) To exercise other (XXV) To be ultimately Consolidated functions and powers as responsible for the consolidated Financial stipulated by laws, regulations or statement management of our Statements of the Articles of Association and Bank, under which to be Commercial granted by the general meeting. responsible for formulating the Banks (《商業銀 overall strategic plans, for 行併表管理與監 review and supervision of the 管指引》). formulation and enforcement of the implementation plans of consolidated statement management, and for establishment of a periodic review and evaluation system, in compliance with the requirements of the banking regulatory authority under the State Council on consolidated statement supervision;

(XXVVI) To exercise other functions and powers as stipulated by laws, regulations or the Articles of Association and granted by the general meeting.

–43– APPENDIX II AMENDMENTS TO ARTICLES OF ASSOCIATION (A+H)

Basis of Original Amended Amendments Article 170 Under the Board of Article 1704 Under the Board of Amend Directors of our Bank are four Directors of our Bank are foursix according to special committees: Strategy special committees: Strategy actual situation Committee, Audit Committee, Committee, Audit Committee, of establishment Risk and Connected Transaction Risk and Connected Transaction of special Control Committee, Nomination Control Committee, Nomination committees & Remuneration Committee and & Remuneration Committee and, under the Board Consumer Rights Protection Consumer Rights Protection of our Bank and Committee. Chairmen and Committee and Inclusive Finance Article 29 of members of the committees shall Development Committee. Guidance on be nominated by the chairman of Chairmen and members of the Implementation the Board and be elected by the committees shall be nominated of Related Board; the committees shall be by the chairman of the Board Transactions of responsible to the Board of and be elected by the Board; the Companies Directors. committees shall be responsible Listed on to the Board of Directors. Shanghai Stock Independent directors shall serve Exchange. as chairman of the Audit Independent directors shall serve Committee, Risk and Connected as chairman of the Audit Transaction Control Committee, Committee, Risk and Connected Nomination & Remuneration Transaction Control Committee, Committee and Consumer Rights Nomination & Remuneration Protection Committee. Committee and Consumer Rights Specifically, independent Protection Committee. directors shall be in the majority Specifically, independent in the Audit Committee and directors shall be in the majority Nomination & Remuneration in the Audit Committee, Risk Committee. Directors serving as and Connected Transaction chairman of the Audit Committee Control Committee and and Risk and Connected Nomination & Remuneration Transaction Control Committee Committee. Directors serving as shall work in our Bank for at chairman of the Audit Committee least 25 workdays every year. and Risk and Connected Transaction Control Committee shall work in our Bank for at least 25 workdays every year.

–44– APPENDIX II AMENDMENTS TO ARTICLES OF ASSOCIATION (A+H)

Basis of Original Amended Amendments Article 180 Main duties of the Amend Inclusive Finance Development according to Committee: actual situation of establishment (I) To formulate the strategic of special development planning and basic committees management system of inclusive under the Board finance business of our Bank; of our Bank.

(II) To deliberate the annual operation plans of inclusive finance business department, and the appraisal methods, etc.;

(III) To guide and supervise effective implementation of the annual operation plans of inclusive finance business department;

(IV) To deal with other matters as authorized by the Board.

–45– APPENDIX II AMENDMENTS TO ARTICLES OF ASSOCIATION (A+H)

Basis of Original Amended Amendments Chapter 18 Supplementary Chapter 18 Supplementary Provisions Provisions Article 299 Definitions Article 299304 Definitions Amend according to ...... Article 9 and Article 56 of the (III) Substantial shareholders (III) Substantial shareholders Interim Measures refer to the shareholders who can refer to the shareholders who can for Equity directly, indirectly, or jointly directly, indirectly, or jointly Management of hold or control more than 5% of hold or control more than 5% of Commercial the shares or voting rights of our the shares or voting rights of our Banks. Bank and have a significant Bank and have a significant impact upon the decision-making impact upon the decision-making of our Bank. of our Bankthe shareholders who hold or control more than 5% of (IV) The banking regulatory the shares or voting rights of our authority under the State Council Bank, or hold less than 5% of refers to China Banking total capital or total shares but Regulatory Commission or have a significant impact upon authorized branches thereof. the operation and management of our Bank. The shareholding ratio (V) The meaning of the of shareholders and its related “accounting firm” mentioned in parties and persons acting in the Articles of Association is the concert shall be calculated same as that of “auditors” as together. referred to in the Hong Kong Listing Rules. The “significant impact” above includes but not limited to the (VI) “Senior management” nomination of directors, mentioned in the Articles of supervisors or senior Association refers to our Bank’s management of our Bank, president, vice presidents, affecting through an agreement president assistants and other or in other ways, the decision- senior executives recognized by making in finance, operation and the regulatory authority. management of our Bank, and other circumstances affirmed by the banking regulatory authority under the State Council.

–46– APPENDIX II AMENDMENTS TO ARTICLES OF ASSOCIATION (A+H)

Basis of Original Amended Amendments (VII) “Total number of voting (IV) The “related parties” in shares” mentioned in the Articles Article 63, Article 64, Article 65 of Association only include and paragraph (III) in this ordinary shares and preference Article of the Articles of shares with restored voting Association refer to that if a rights. party has the power to control, jointly control or exercise (VIII) Cumulative voting system significant influence over another means that when electing party, or where two or more directors or supervisors at a parties are subject to common general meeting, each share shall control, joint control or have the same number of votes significant influence from as the number of directors or another party, they are supervisors to be elected, and the considered to be related parties, voting rights owned by the according to the Accounting shareholders may be used Standard for Business cumulatively. Enterprises 36 “Related Party Disclosures”. However, state- owned enterprises do not have related relationships solely as a result of being controlled by the State. Acting in concert refers to an act or a fact that an and other investors jointly enlarge the number of the shares with voting rights in our Bank by way of agreements or other arrangements. The investors who agree to act in concert are persons acting in concert.

(IVV) The banking regulatory authority under the State Council refers to China Banking and Insurance Regulatory Commission or authorized branches thereof.

(VVI) The meaning of the “accounting firm” mentioned in the Articles of Association is the same as that of “auditors” as referred to in the Hong Kong Listing Rules.

–47– APPENDIX II AMENDMENTS TO ARTICLES OF ASSOCIATION (A+H)

(VIIVIII) “Total number of voting shares” mentioned in the Articles of Association only include ordinary shares and preference shares with restored voting rights.

(VIIIIX) Cumulative voting system means that when electing directors or supervisors at a general meeting, each share shall have the same number of votes as the number of directors or supervisors to be elected, and the voting rights owned by the shareholders may be used cumulatively.

–48– APPENDIX III STATUS REPORT ON THE USE OF PREVIOUSLY RAISED FUNDS OF CHINA ZHESHANG BANK CO., LTD.

I. STATUS OF PREVIOUSLY RAISED FUND

Pursuant to the approval of the Reply about Approving Zheshang Bank Co., Ltd. to Issue Overseas-listed Foreign Shares of Zheng Jian Xu Ke [2016] No. 118 issued by China Securities Regulatory Commission on 18 January 2016, Zheshang Bank Co., Ltd. (hereinafter referred to as the “Bank”) issued 3,450,000,000 overseas-listed foreign shares (H share) by April 19, 2016 at issue price of HK$3.96 per share. The stock capital was paid in HK dollar, totaling HK$13,662,000,000 (equivalent to RMB11,421,705,240). After deducting issuance expenses and transaction expenses of RMB208,848,921, total fund raised was RMB11,212,856,319. The amounts above were remitted into the Bank’s account on April 19, 2016. Such proceeds were verified by PWC (special general partnership) which accordingly issued its capital verification reports (PWC Yan Zi (2016) No. 1308).

Pursuant to the approval of the Reply about Approving Zheshang Bank Co., Ltd. to Issue Overseas-listed Foreign Shares of Zheng Jian Xu Ke [2017] No. 360 issued by China Securities Regulatory Commission on March 15, 2017, the Bank issued 108,750,000 Preference Shares to qualified investors through private offering by March 30, 2017 at issue price of US$20 per share. The stock capital was paid in US dollar, totaling US$2,175,000,000 (equivalent to RMB14,989,012,500). After deducting net amount of the issuance expenses of US$4,548,894, total fund raised was US$2,170,451,106, equivalent to RMB14,957,663,800. The amounts above was remitted into the Bank’s account on March 30, 2017. Such proceeds were verified by PricewaterhouseCoopers Zhong Tian LLP which accordingly issued its capital verification reports (PWC Yan Zi (2017) No. 395).

Pursuant to the Reply about Approving Zheshang Bank Co., Ltd. to Issue Overseas-listed Foreign Shares of Zheng Jian Xu Ke [2018] No. 486 issued by China Securities Regulatory Commission on March 16, 2018, the Bank issued 759,000,000 H ordinary shares through additional offering by March 29, 2018 at issue price of HK$4.80 per share. The stock capital was paid in HK dollar, totaling HK$3,643,200,000. After deducting overseas issuance expenses of HK$27,460,000 and domestic issuance expenses of RMB500,000, total fund raised was RMB2,914,544,841. The amounts above were remitted into the Bank’s account on March 29, 2018. Such proceeds were verified by PricewaterhouseCoopers Zhong Tian LLP which accordingly issued its capital verification reports (PWC Yan Zi (2018) No. 0192).

II. ACTUAL USE OF PREVIOUSLY RAISED FUND

The previously raised funds, after deducting the issuance expenses, were all used to replenish the capital of the Bank and put into operation together with other capital of the Bank, which is in line with the purpose undertaken by the Bank in its offering of H shares in March 2016, its issue of Preference Shares in March 2017 and its additional offering of H shares in March 2018. By May 7, 2018, the actual use of previously raised funds can be found in the following “Comparison Table for the Use of Previously Raised Fund”.

–49– Appendix I: Comparison Table on the Use of Raised Fund through H Share Public Offering in March 2016 PREVIOUSLY OF USE THE ON REPORT STATUS III APPENDIX

The use of previously raised fund (public offering of H Shares) of the Bank as of May 7, 2018 is as follows:

Unit: RMB

Total amount of raised funds: 11,212,856,319 Total cumulative raised funds used: 11,212,856,319 ASDFNSO HN HSAGBN O,LTD. CO., BANK ZHESHANG CHINA OF FUNDS RAISED Change in use of total amount of raised fund: Nil Total amount of raised funds used for each year: Proportion of change in use of total amount of raised funds: Nil 2016: 11,212,856,319 Investment projects Total raised funds for investment Cumulative investment of raised funds as of May 7, 2018 Difference between actual investment Aggregated amount and realized

–50– Committed Committed committed Date of profit/whether investment Actual investment Actual investment completion achieve the Committed Actual amount for investment amount for investment amount after status of expected investment project investment project raised funds amount raised funds amount the fund raising the project profit or not Capital Capital replenishment 11,212,856,319 11,212,856,319 11,212,856,319 11,212,856,319 – N/A N/A replenishment

Note: the total amount of raised fund on H share markets in the above table is the issuance amount of H Share after deducting the net value of issuance expenses and transaction expenses. Appendix II: Comparison Table on the Use of Raised Fund from non-public offering of Preference Shares in March 2017 PREVIOUSLY OF USE THE ON REPORT STATUS III APPENDIX

The use of previously raised fund (non-public offering of Preference Shares) of the Bank as of May 7, 2018 is as follows:

Unit: RMB

Total amount of raised funds: 14,957,663,800 Total cumulative raised funds used: 14,957,663,800 ASDFNSO HN HSAGBN O,LTD. CO., BANK ZHESHANG CHINA OF FUNDS RAISED Change in use of total amount of raised fund: Nil Total amount of raised funds used for each year: Proportion of change in use of total amount of raised funds: Nil 2017: 14,957,663,800 Investment projects Total raised funds for investment Cumulative investment of raised funds as of May 7, 2018 Difference between actual investment Aggregated amount and realized

–51– Committed Committed committed Date of profit/whether investment Actual investment Actual investment completion achieve the Committed Actual amount for investment amount for investment amount after the status of expected investment project investment project raised funds amount raised funds amount fund raising the project profit or not Capital Capital replenishment 14,957,663,800 14,957,663,800 14,957,663,800 14,957,663,800 – N/A N/A replenishment

Note: the total amount of raised fund of Preference Shares in the above table is the issuance amount of Preference Shares after deducting the net value of issuance expenses. Appendix III: Comparison Table on the Use of Raised Fund from additional offering of H shares in March 2018 PREVIOUSLY OF USE THE ON REPORT STATUS III APPENDIX

The use of previously raised fund (additional offering of ordinary H shares) of the Bank as of May 7, 2018 is as follows:

Unit: RMB

Total amount of raised funds: 2,914,544,841 Total cumulative raised funds used: 2,914,544,841 ASDFNSO HN HSAGBN O,LTD. CO., BANK ZHESHANG CHINA OF FUNDS RAISED Change in use of total amount of raised fund: Nil Total amount of raised funds used for each year: Proportion of change in use of total amount of raised funds: Nil 2018: 2,914,544,841 Investment projects Total raised funds for investment Cumulative investment of raised funds as of May 7, 2018 Difference between actual investment Aggregated amount and realized Committed Committed committed Date of profit/whether

–52– investment Actual investment Actual investment completion achieve the Committed Actual amount for investment amount for investment amount after the status of expected investment project investment project raised funds amount raised funds amount fund raising the project profit or not Capital Capital replenishment 2,914,544,841 2,914,544,841 2,914,544,841 2,914,544,841 – N/A N/A replenishment

Note: the total amount of raised fund in the above table is the issuance amount of H shares after deducting the net value of issuance expenses and transaction expenses.

The actual use of proceeds above has been compared, item by item, by the Bank with the relevant information contained in its annual reports, interim reports and other disclosure documents of the Bank published since 2016 to May 7, 2018. The actual use of proceeds was in line with the relevant information disclosed. APPENDIX IV BIOGRAPHICAL DETAILS OF DIRECTOR AND SUPERVISOR CANDIDATES

CANDIDATES OF EXECUTIVE DIRECTORS

Mr. Shen Renkang, born in January 1963. He joined the Bank in July 2014 as the secretary of Communist Party of China committee of the Bank, and has been an executive Director and chairman of the Bank since August 2014. Main experience of Mr. Shen includes: from July 1982 to December 1992, he had successively held the posts of cadre of the production department, vice director and director of the production technology department of Second Light Industry Bureau of Lishui Region, Zhejiang, among which period he was seconded to Second Light Industry Head Office of Yuyao City, Zhejiang from June 1992 to December 1992, as assistant to the general manager; from December 1992 to March 1996, he had successively held the posts of assistant to county chief (vice-county level) and vice county chief of Qingtian County, Zhejiang; from March 1996 to August 1997, he was appointed as member of the CPC standing committee and vice county chief of Qingtian County, Zhejiang; from August 1997 to September 2000, he had successively held the posts of vice county secretary of CPC, acting county chief and county chief of Qingtian County, Zhejiang; from September 2000 to February 2011, he was appointed as vice mayor of Lishui City, Zhejiang, among which period he concurrently held the position of party committee secretary of management committee of Lishui Economic Development Zone from December 2003 to April 2007; and from November 2005 to February 2011, he concurrently held the position of member of the standing committee of Lishui City, Zhejiang; from February 2011 to May 2012, he was appointed as vice secretary of Lishui City, Zhejiang, among which period he concurrently held the position of politics and law committee secretary in municipal CPC committee of Lishui City from April 2011 to May 2012; from May 2012 to July 2014, he had successively held the posts of vice secretary, acting mayor and mayor of Quzhou City, Zhejiang.

Mr. Shen graduated from Xiamen University with a master’s degree in Business Administration for Senior Management Personnel.

Mr. Xu Renyan, born in August 1965. He joined the Bank in May 2004 as a CPC committee member of the Bank. From May 2004 to July 2004, he worked at preparation and coordination working group of the Bank. Since May 2004 and July 2004 till now, he has been an executive Director and vice president of the Bank, respectively; since March 2018 till now, he has been the deputy secretary of CPC committee of the Bank. Mr. Xu has been appointed as the President of the Bank by the Board since April 2018 (subject to the ratification of his eligibility by CBIRC). Mr. Xu has over 30 years of working experience in the banking industry. Main experience of Mr. Xu includes: in August 1985, he began to work for the accounting department of Zhejiang provincial branch of the People’s Bank of China (“PBOC”); from April 1989 to July 1993, he was appointed as vice section chief of financial section, accounting department, Zhejiang provincial branch of PBOC; from July 1993 to August 1996, he was appointed as section chief of financial section, accounting department, Zhejiang provincial branch of PBOC; from August 1996 to December 1998, he was appointed as vice director of accounting department, Zhejiang provincial branch of PBOC; from January 1999 to March 2000, he held the position of vice director of accounting and financial department, Hangzhou central branch, PBOC; from March 2000 to April 2002, he was appointed as department chief

–53– APPENDIX IV BIOGRAPHICAL DETAILS OF DIRECTOR AND SUPERVISOR CANDIDATES of accounting and financial department, Hangzhou central branch, PBOC; from April 2002 to May 2004, he was appointed as a member of the party committee and vice president of Hangzhou central branch, PBOC. Since December 2016 till now, he has also been the director and the chairman of Zhejiang Zheyin Financial Leasing Co., Ltd.

Mr. Xu graduated from Correspondence School of Party School with a master’s degree majoring in Economics and Management. In November 1999, he was qualified as a senior accountant by PBOC. In June 2000, he was qualified as a certified tax agent by Zhejiang Provincial Personnel Department.

Ms. Zhang Luyun, born in December 1961. She joined the Bank in January 2015, and holds the position of deputy secretary of CPC committee of the Bank. Since February 2015, she has been an executive Director of the Bank; since September 2015, she has been a director of labor union working committee. Main experience of Ms. Zhang includes: from April 1991 to September 1997, she held the position of vice director general of information division, Hangzhou Municipal Office and division chief of press section, Hangzhou Municipal Office; from September 1997 to December 1998, she was appointed as a member of the party committee and vice president of Hangzhou Radio & TV University; from January 1999 to September 2001, she was appointed as secretary for confidential information at cadre level of organization department of Zhejiang provincial party committee; from September 2001 to December 2014, she was appointed as a member of the party committee, vice general manager and director of Zhejiang Communications Investment Group Co., Ltd; from March 2003 to June 2012, Ms. Zhang held the position of non-executive director of Zhejiang Expressway Co., Ltd. (listed on the Hong Kong Stock Exchange, stock code: 00576).

Ms. Zhang finished the part time Executive Master of Business Administration programme and graduated from China Europe International Business School with a master’s degree in Business Administration. In December 1998, she was qualified as a post-secondary education assistant researcher by Hangzhou Municipal Bureau of Personnel. In December 2003, she was qualified as a senior economist by Zhejiang Provincial Personnel Department.

CANDIDATES OF NON-EXECUTIVE DIRECTORS

Mr. Huang Zhiming, born in April 1976. Main experience of Mr. Huang includes: From September 1998 to September 2012, he successively acted as secretary for confidential information, project leader of the No.2 Investment Department, deputy office director and director of the General Manager Office in Zhejiang Provincial Financial Development Company, chairman of the Board of Supervisors of Zhejiang Nongdu Agricultural Products Co., Ltd. and supervisor of Wuchan Zhongda; from September 2012 to April 2016, he successively served as employee director, general manager of the Risk Compliance Department and office director of Zhejiang Provincial Financial Holdings Co., Ltd. and concurrently served as chairman of the Board of Supervisors of Zhejiang Nongdu Agricultural Products Co., Ltd., supervisor of Wuchan Zhongda, executive supervisor of Zhejiang Guarantee Group; from April 2016 to October 2017, he served as member of the Party Committee, employee director,

–54– APPENDIX IV BIOGRAPHICAL DETAILS OF DIRECTOR AND SUPERVISOR CANDIDATES general manager of the Risk Compliance Department and office director of Zhejiang Provincial Financial Holdings Co., Ltd. and concurrently served as chairman of the Board of Supervisors of Zhejiang Industry Fund, executive supervisor of Zhejiang Guarantee Group; since October 2017 till now, he has been serving as member of the Party Committee, employee director, general manager of the Financial Management Department of Zhejiang Provincial Financial Holdings Co., Ltd., chairman of the Board of supervisors of Zhejiang Industry Fund, executive supervisor of Zhejiang Guarantee Group and director of Yongan Futures Co., Ltd..

Mr. Huang graduated from the Party School of the Central Committee of CPC, majoring in economics (economic management) for on-the-job postgraduate, with a master’s degree.

Mr. Wei Dongliang, born in September 1974. From February 2015 to August 2016, he served as a non-executive Director of the Bank. Main experience of Mr. Wei Dongliang includes: from September 2001 to March 2003, he worked as clerk of production and business department of Zhejiang Province Power Development Company; from March 2003 to March 2004, he worked as clerk of production and business department of Zhejiang Provincial Energy Group Company Ltd.; from March 2004 to September 2006, he served as office secretary of Zhejiang Provincial Energy Group Company Ltd.; from September 2006 to March 2007, he served as assistant to general manager of Zhejiang Zheneng Lanxi Power Generation Co., Ltd.; from March 2007 to February 2010, he served as vice general manager and member of party committee of Zhejiang Zheneng Lanxi Power Generation Co., Ltd.; from February 2010 to April 2011, he held the positions of vice general manager and member of party committee of Zhejiang Province Water Conservancy and Hydropower Investment Group Co., Ltd.; from April 2011 to July 2014 he served as vice director of asset operation department of Zhejiang Provincial Energy Group Company Ltd.; from July 2014 to September 2016, he served as the director of asset operation department of Zhejiang Provincial Energy Group Company Ltd.; from May 2010 to April 2017, he served as a director of Qianjiang Water Resources Development Co., Ltd. (listed on the Shanghai Stock Exchange, stock code: 600283); from June 2015 to April 2017, he served as vice chairman of Qianjiang Water Resources Development Co., Ltd.; from June 2015 to April 2017, he served as director and vice chairman of Zheshang Property and Casualty Insurance Company Limited; since November 2016 till now, he has been serving as general manager and member of party committee of Zheneng Capital Holding Co., Ltd.; since June 2017 till now, he has been serving as general manager of Zheneng Equity Investment Fund Management Co., Ltd.

Mr. Wei graduated from Department of Chemistry, Zhejiang University, majoring in Industrial Automation in July 1996 and obtained a bachelor’s degree. He graduated from Zhejiang University majoring in Business Administration in March 2004 and obtained a master’s degree of Business Administration. Mr. Wei was qualified as an engineer by Intermediate Professional Technical Qualifications Appraisal Committee of State Grid Corporation in December 2001 and obtained the professional qualification of Business Administration Economy (Intermediate) granted by Ministry of Personnel of the PRC in November 2002.

–55– APPENDIX IV BIOGRAPHICAL DETAILS OF DIRECTOR AND SUPERVISOR CANDIDATES

Mr. Huang Xufeng, born in October 1979. Main experience of Mr. Huang includes the following: From August 2004 to October 2008, he acted as deputy senior staff member and senior staff member of the Market Operation and Coordination of the Ministry of Commerce; from November 2008 to May 2011, he served as person-in-charge at the research division of the Special Commissioner’s Office in Hangzhou of the Ministry of Commerce; from June 2011 to March 2012, he acted as assistant general manager of HXFB Financial & Investment Management Co., Ltd.; from March 2012 to August 2014, he served as deputy general manager of investment banking division, general manager of corporate financing division and assistant general manager and general manager of investment banking division of ABC International (China) Investment Co., Ltd.; from September 2014 to December 2017, he served as deputy general manager of the Investment Center of Anbang Insurance Group; since January 2016 till now, he has acted as deputy general manager of Anbang Asset Management Co., Ltd., and since August 2017 till now, he has acted as general manager of the Investment Management Department of Anbang Insurance Group.

Mr. Huang graduated from Chinese Academy of Agricultural Sciences, majoring in agricultural economic management, with a master’s degree.

Ms. Gao Qinhong, born in July 1963. She joined the Bank in May 2004, and has been a non-executive Director of the Bank since then. Main experience of Ms. Gao includes: from January 1981 to December 1990, she worked as accountant and credit manager of Xiaoshan branch of Industrial and Commercial Bank of China Co., Ltd.; from January 1991 to December 1994, she served as accountant and credit manager of Zhejiang provincial branch of Industrial and Commercial Bank of China Co., Ltd; from December 1994 to February 2003, she served as section chief of credit and loan section and division-level inspector of Hangzhou branch and vice president of Wulin sub-branch, Shanghai Pudong Development Bank Co., Ltd; from February 2003 to May 2011, she has served successively as vice general manager, chief financial officer and director of Zhejiang Hengyi Group Co., Ltd; since April 2012 till now, she has worked as chief financial advisor at and been a director of Zhejiang Hengyi Group Go., Ltd., during which she held concurrent position as director of Hengyi Petrochemical Co., Ltd. (listed on the Shenzhen Stock Exchange, stock code: 000703) from April 2012 to August 2017.

Ms. Gao has completed post-graduate courses in Finance Management in Hangzhou University (now known as Zhejiang University). In December 2007, she was qualified as a senior economist by Zhejiang Provincial Personnel Department.

Mr. Hu Tiangao, born in September 1965. He joined the Bank in May 2004 and has been a non-executive Director of the Bank since then. Main experience of Mr. Hu includes: from August 1988 to July 1995, he served as vice president of Dongyang sub-branch, Bank of China; from September 1995 till now, he has been working at Hengdian Group Holdings Limited and is currently a director and vice president of Hengdian Group Holdings Limited; since March 2008 till now, Mr. Hu has been a director of Hengdian Group DMEGC Magnetics Co., Ltd. (listed on the Shenzhen Stock Exchange, stock code: 002056); since May 2008 till now, he has been a director of Apeloa Pharmaceutical Co., Ltd. (listed on the Shenzhen Stock Exchange,

–56– APPENDIX IV BIOGRAPHICAL DETAILS OF DIRECTOR AND SUPERVISOR CANDIDATES stock code: 000739); since April 2011 till now, he has been a director of Innuovo Technology Co., Ltd. (formerly known as Taiyuan Twin-tower Aluminum Oxide, Inc) (listed on the Shenzhen Stock Exchange, stock code: 000795); since January 2013 till now, he has been a director of Hengdian Group Tospo Lighting Co., Ltd. (listed on the Shanghai Stock Exchange, stock code: 603303); since June 2015 till now, he has been a director of Hengdian Entertainment Co., Ltd. (listed on the Shanghai Stock Exchange, stock code: 603103).

Mr. Hu graduated from Executive Business Administration programme of Zhejiang University and obtained a master’s degree in Business Administration.

Mr. Zhu Weiming, born in March 1969. He joined the Bank in October 2016 and has been a non-executive Director of the Bank since then. Main experience of Mr. Zhu includes: from February 2001 to September 2010, he worked in Jiaxing Power Generation Co., Ltd. and successively served as director assistant, vice director and director of the second phase production preparation department, vice director and director of the general manager service department respectively; from September 2010 to October 2014, he served as vice general manger and secretary of the board for Zhejiang Southeast Electric Power Company Limited; from March 2014 to March 2016, he was seconded to Zhoushan Marine Comprehensive Development and Investment Co., Ltd. as the vice general manager; since October 2014 till now, he worked in Zhejiang Provincial Seaport Investment & Operation Group Co., Ltd. (formerly known as the Zhejiang Provincial Sea Development & Investment Group Co., Ltd.), and successively served as vice director of the investment and development department, vice director and director of finance and asset management department and director of finance affair department; since April 2016 till now, he has been the chairman of Zhejiang Provincial Seaport Asset Management Co., Ltd.; since November 2016 till now, he has been the chairman and general manager of Zhejiang Provincial Seaport Commodity Trading Co., Ltd.

Mr. Zhu graduated from Zhejiang University majoring in Business Administration and obtained a MBA degree.

Ms. Lou Ting, born in October 1976. She joined the Bank in February 2015 and has been a non-executive Director of the Bank since then. Main experience of Ms. Lou includes: from December 1996 to June 2001, she worked in the accounting department and credit department in Industrial and Commercial Bank of China, Jinhua branch, Wucheng sub-branch; from June 2001 to June 2007 she worked in the headquarters of Bank of Jinhua and successively served as the chief of credit division and assistant to president of Dongyang sub-branch; from June 2007 to August 2013, she held several positions in Bank of Communications Jinhua branch as assistant manager of business department I, operating department and concurrently held the positions of manager of business and sales department III, vice general manager of international business department and business development department concurrently, manager of Jindong District and Dongyang District’s district business development department III and president of Dongyang sub-branch; since September 2013 till now, she has been chief executive officer of Guangsha Holding Group Co., Ltd.; since December 2017 till now, she has been the vice chairman of Zhejiang Guangsha Co., Ltd (listed on the Shanghai Stock Exchange, stock code: 600052).

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Ms. Lou graduated from China University of Political Science and Law and China Central Radio and TV University (now known as The Open University of China) (remote-education) majoring in Law, and obtained a bachelor’s degree in Law. In November 2004, she obtained intermediary financial economist qualification granted by Personnel Department (currently known as the Ministry of Human Resources and Social Security) of China.

Mr. Xia Yongchao, born in February 1970. Main experience of Mr. Xia includes: From August 1988 to January 1993, he served as teacher at the School of Xiangwei, Shaoxing; from February 1993 to January 1994, he acted as secretary of Shaoxing Yongli Industrial Corporation; from February 1994 to January 1998, he worked as manager of the Treasury Department of Zhejiang Yongli Industry Group Co., Ltd.; from February 1998 to January 2000, he served as director of the polyester factory of Zhejiang Yongli Group; from February 2000 to February 2001, he acted as chairman of Shaoxing Motor Mart Co., Ltd.; since March 2001 till now, he has acted as deputy general manager of Zhejiang Yongli Industry Group Co., Ltd.; since November 2006 till now, he has worked as deputy chairman of Sinatay Life Insurance Co., Ltd.; since December 2015 till now, he has acted as chairman of Zhejiang Lingyan Capital Management Co., Ltd.; since April 2017 till now, he has served as director of Zhejiang Shaoxing Ruifeng Rural Commercial Bank Co., Ltd..

Mr. Xia holds the title of senior economist and obtained a Master’s degree in Business Administration from China Europe International Business School.

CANDIDATES OF INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Tong Benli, born in August 1950. He joined the Bank in February 2015 and has been an independent non-executive Director of the Bank since then. Main experience of Mr. Tong includes: from July 1975 to January 1981, he served as a teacher in Hangzhou Institute of Electronic Engineering (now known as Hangzhou Dianzi University); from January 1986 to July 1991, he held the position of division chief of budget division of Zhejiang Provincial Department of Finance; from July 1991 to October 2008, he successively held the positions of associate dean, dean and secretary of CPC committee of Zhejiang College of Finance & Economics (now known as Zhejiang University of Finance and Economics); from June 2009 to June 2015, Mr. Tong held the position of independent director of Zhejiang Medicine Co., Ltd. (listed on the Shanghai Stock Exchange, stock code: 600216) and Sunyard System Engineering Co., Ltd. (listed on the Shanghai Stock Exchange, stock code: 600571); from February 2008 to September 2015, he was an independent director of Zhejiang Narada Power Source Co., Ltd. (listed on the Shenzhen Stock Exchange, stock code: 300068); from October 2008 to June 2014, he was an independent director of Soyea Technology Co., Ltd. (listed on the Shenzhen Stock Exchange, stock code: 000909); from November 2009 to January 2016, Mr. Tong has been an independent director of Zhejiang Reclaim Construction Group Co., Ltd. (listed on the Shenzhen Stock Exchange, stock code: 002586); since each of May 2014, October 2014, March 2015, January 2016 and December 2016 till now, Mr. Tong holds the position of independent director of Hangzhou Jiebai Group Co., Limited (listed on the Shanghai Stock Exchange, stock code: 600814), Zhejiang Anglikang Pharmaceutical Co., Ltd.,

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Zhejiang Zhengyuan Zhihui Technology Co., Ltd. (listed on the Shenzhen Stock Exchange, stock code: 300645), Hangzhou Changqiao Travelling Investment Co., Ltd. and Zhejiang Pujiang Rural Commercial Bank Co., Ltd. respectively.

Mr. Tong graduated from the Graduate Course at the Financial Science Institute of the Ministry of Finance majoring in Economics and obtained a master’s degree in Economics. In November 1992, he was qualified as a senior accountant by Zhejiang Province Human Resources and Social Security Department. In December 1997, he was qualified as an economics professor.

Mr. Yuan Fang, born in March 1957. He joined the Bank in February 2015 and has been an independent non-executive Director of the Bank since then. Main experience of Mr. Yuan includes: from August 1991 to May 1992, he served as vice president of Zhejiang Academy of Bank (now known as Zhejiang Financial College); from May 1992 to March 1993, he worked as vice division chief of finance management office, Zhejiang provincial branch of the People’s Bank of China; from July 1993 to April 2001, he served as vice general manager of Zhejiang Provincial Securities Trading Center; from May 2001 to December 2003, he worked as vice president of Tianyi Securities Co., Ltd; from January 2004 to December 2004, he held the position of general manager of Zhejiang Property & Stock Exchange; from January 2005 to December 2006, he held the position of vice president of Coslight Technology International Group Co., Ltd; from January 2007 to June 2017, he has been the chairman of Zhejiang Provincial Securities and Listed Company Research Association; since August 2015 till now, he has been the independent director of Wenzhou Minshang Bank Co., Ltd.; since July 2017 till now, he has been the chairman of supervisory committee in Zhejiang Qiantangjiang Jinyanyuan Consultation Co., Ltd.

Mr. Yuan graduated from the Department of Chinese of Hangzhou University (now known as Zhejiang University) and obtained a bachelor’s degree in Arts. Mr. Yuan was granted the qualification for conducting securities business by Securities Association of China in December 2001.

Mr. Dai Deming, born in October 1962. He joined the Bank in February 2015 and has been an independent non-executive Director of the Bank since then. Main experience of Mr. Dai includes: since July 1991, he has been teaching at the accounting department of Renmin University of China, being a lecturer till June 1993, an associate professor from July 1993 to June 1996 and a professor from July 1996 till now. Currently, he serves as vice chairman of Accounting Society of China. From 2002 to 2007, Mr. Dai was an independent director of Unisplendour Guhan Group Corporation Limited (listed on the Shenzhen Stock Exchange, stock code 000590). From December 2007 to June 2014, he was an independent director of CRRC Corporation Limited (listed on the Shanghai Stock Exchange, stock code: 601766). From May 2011 to October 2016, he has been independent director of Shanxi Taigang Stainless Steel Co., Ltd. (listed on the Shenzhen Stock Exchange, stock code: 000825); from September 2014 to August 2016, he has been an independent director of Beijing Xinwei Telecom Technology Group Co., Ltd. (listed on the Shanghai Stock Exchange, stock code: 600485);

–59– APPENDIX IV BIOGRAPHICAL DETAILS OF DIRECTOR AND SUPERVISOR CANDIDATES since each of June 2015, September 2015, May 2016, August 2016 and March 2018 till now, he has been an independent director of Qingdao Haier Co., Ltd. (listed on the Shanghai Stock Exchange, stock code: 600690), Beijing Capital Development Co., Ltd. (listed on the Shanghai Stock Exchange, stock code: 600376), BOC Aviation Limited (listed on the Hong Kong Stock Exchange, stock code: 2588), CSC Financial Co., Ltd. (listed on the Hong Kong Stock Exchange, stock code: 6066) and Powerchina Limited (listed on the Shanghai Stock Exchange, stock code: 601669).

Mr. Dai graduated from the Accounting Department of Renmin University of China, and obtained a doctor’s degree in economics.

Mr. Liu Pak Wai, born in January 1948. He joined the Bank in February 2015 and has been an independent non-executive Director of the Bank since then. Main experience of Mr. Liu includes: from January 1976 to July 2013, he successively held the posts of lecturer, senior lecturer, reader and professor of The Chinese University of Hong Kong. During the period from October 1995 to December 2008, he was appointed as vice president of The Chinese University of Hong Kong. From January 2010 to May 2011, he served as director of Institute of Global Economics and Finance, The Chinese University of Hong Kong. Since August 2013 till now, he has worked as research professor of Lau Chor Tak Institute of Global Economics and Finance, The Chinese University of Hong Kong. Since March 2003, Mr. Liu has served as a director of Hong Kong Institute of Monetary Research under the HKMA. From November 1998 to April 2016, he served as an independent non-executive director of Hang Lung Properties Limited (listed on the Hong Kong Stock Exchange, stock code: 00101); since each of September 2011 and March 2015 till now he is an independent non-executive director of Transport International Holdings Limited (listed on the Hong Kong Stock Exchange, stock code: 00062) and Hang Lung Group Limited (listed on the Hong Kong Stock Exchange, stock code: 00010), respectively; since January 2017 till now, he is a council member of Shenzhen Finance Institute. Mr. Liu was awarded the Hong Kong Silver Bauhinia Star in July 1999 and was appointed Hong Kong Justice of the Peace in July 2006.

Mr. Liu graduated from Stanford University in the U.S.A. and obtained a PhD degree in economics.

Mr. Zheng Jindu, born in July 1964. He joined the Bank in December 2015 and has been an independent non-executive Director of the Bank since then. Main experience of Mr. Zheng includes: from August 1989 to June 1996, he was a lecturer at the Faculty of Law of Hangzhou University (now known as Zhejiang University), among which period he served as visiting scholar from September 1993 to September 1994 at the School of Law at the University of Missouri; from July 1996 to November 1998, he held the position of vice director and partner of Guoqiang (Zhejiang, Hangzhou) Law firm (now known as the Zhejiang Guoqiang Law Firm); since December 1998 till now, he has been director and partner of Zhejiang L&H Law Firm. From July 2009 to July 2015, he held the position of independent director of Changjiang & Jinggong Steel Building (Group) Co., Ltd (listed on the Shanghai Stock Exchange, stock code: 600496). Since each of August 2014, April 2016 and April 2016 till now, he has also been

–60– APPENDIX IV BIOGRAPHICAL DETAILS OF DIRECTOR AND SUPERVISOR CANDIDATES an independent director of HangZhou ShenHao Technology CO., Ltd. (traded on the National Equities Exchange and Quotations, code: 833304), Sundy Land Investment Co., Ltd. (listed on the Shanghai Stock Exchange, stock code: 600077) and Wonderful-wall Materials Co., Ltd. In addition, since each of March 2014, June 2015, November 2015 and April 2016 till now, Mr. Zheng has been the president of Hangzhou Sanmen Chamber of Commerce, the president of Ninth Council of Zhejiang Lawyers Association, the vice-president of Seventh Council of Zhejiang Law Association and the managing director of Ninth Council of All China Lawyers Association respectively.

Mr. Zheng obtained a master’s degree majoring in Economic Law from Hangzhou University (now known as Zhejiang University). In November 2004, he was qualified as a first grade lawyer by Zhejiang Provincial Personnel Department.

Mr. Zhou Zhifang, born in December 1956. Main experience of Mr. Zhou includes: From November 1979 to March 1982, he worked for People’s Bank of China, Jiangshan Branch; from March 1982 to August 1986, he acted as deputy unit chief at People’s Bank of China, Jiangshan Branch and a deputy unit chief at Industrial and Commercial Bank of China, Jiangshan Branch; from August 1986 to March 1992, he worked as director at the business department and the savings department of Industrial and Commercial Bank of China, Quzhou Branch; from March 1992 to June 1996, he worked as vice president, member of the party committee and leader of the discipline inspection team of Industrial and Commercial Bank of China, Quzhou Branch; from June 1996 to May 1997, he served as deputy secretary of the party committee and vice president (in charge) of Industrial and Commercial Bank of China, Quzhou Branch; from May 1997 to March 2003, he acted as secretary of the party committee and president of Industrial and Commercial Bank of China, Quzhou Branch; from March 2003 to November 2006, he served as vice president and member of the party committee of Industrial and Commercial Bank of China, Jiangxi Branch; from November 2006 to April 2009, he worked as vice president, member of the party committee of Industrial and Commercial Bank of China, Guangdong Branch, as well as general manager and secretary of the party committee of the business department of Guangdong Branch; from April 2009 to November 2012, he worked as president and secretary of the party committee of Industrial and Commercial Bank of China, Ningbo Branch; from November 2012 to August 2015, he served as director of Shanghai Branch of the Internal Audit Bureau of Industrial and Commercial Bank of China; from August 2015 to December 2016, he worked as senior expert (at president level) of Industrial and Commercial Bank of China, Zhejiang Branch, during which he acted as leader of the third inspection team in the head office of Industrial and Commercial Bank of China.

Mr. Zhou graduated from Hangzhou University (currently known as Zhejiang University), majoring in finance with a university diploma, and he also graduated from the postgraduate programme Hangzhou University (currently known as Zhejiang University). He holds a title of senior economist.

Mr. Wang Guocai, born in November 1956. Main experience of Mr. Wang includes: In 1980, he worked for People’s Bank of China, Yuhuan Branch; from 1984 to 1992, he acted as vice president of credit at Industrial and Commercial Bank of China, Yuhuan Branch; from

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1993 to August 1996, he served as president of Industrial and Commercial Bank of China, Yuhuan Branch; from September 1996 to March 1999, he worked as president of Industrial and Commercial Bank of China, Wenling Branch; from April 1999 to December 2008, he acted as vice president of corporate credit business at Industrial and Commercial Bank of China, Taizhou Branch; from January 2009 to March 2016, he acted as president of Industrial and Commercial Bank of China, Taizhou Branch (appointed as expert of Zhejiang Branch and president of Taizhou Branch in 2014); from April 2016 to November 2016, he served as expert, deputy head of the credit transformation leading group and director of the credit transformation office in Industrial and Commercial Bank of China, Zhejiang Branch; in November 2016, he retired.

Mr. Wang graduated from Zhejiang Academy of Bank with a college degree. Mr. Wang was qualified as a senior economist.

CANDIDATES OF SHAREHOLDER REPRESENTATIVE SUPERVISOR

Mr. Yu Jianqiang, born in March 1962. He joined the Bank in February 2015 and has been a shareholder representative Supervisor and the chairman of the Supervisory Committee of the Bank since then. Main experience of Mr. Yu includes: from January 1985 to December 2002, he worked successively in the Communist Youth League of Zhejiang Provincial Party Committee as executive secretary and vice section chief of the propaganda department, general secretary and vice chairman of Zhejiang Youth United Association; from January 2003 to October 2009, he successively worked as section vice chief and chief in the Office of the Food and Drug Administration of Zhejiang (during which period he worked as director of planning and finance department from October 2003 to December 2005); from December 2009 to February 2015, he worked as assistant to chief executive officer of Minsheng Life Insurance Company Ltd.

Mr. Yu graduated from Zhejiang Provincial Party School majoring in Administration Management (part-time postgraduate).

Mr. Ge Meirong, born in September 1964. Main experience of Mr. Ge includes: From January 1981 to January 1983, he worked as secretary of the Youth League Committee of Wanghua Village, Shaoxing County; from January 1983 to September 1984, he acted as youth officer of the district office in Pingshui District, Shaoxing County; from September 1984 to August 1986, he studied at the communist youth league programme in Zhejiang Provincial Party School; from August 1986 to July 1987, he served as agricultural assistant in Hengxi Village, Shaoxing County; from July 1987 to May 1998, he successively acted as standing committee member of the Youth League Committee, head of the Agro-industrial Department, deputy secretary of the Youth League Committee, member of the Party Committee, secretary of the Youth League Committee, secretary of the Party Committee in Shaoxing County; from May 1998 to November 2013, he successively served as deputy secretary of the Party Committee in Qianqing Town, Shaoxing County, deputy secretary of the Party Committee and mayor of Keqiao Town, Shaoxing County, secretary of the Party Committee and director of the

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Working Committee of the People’s Congress of Keyan Street, Shaoxing County, secretary of the Party Committee and director of the Working Committee of the People’s Congress of Keqiao Street, Shaoxing County, director and secretary of the Party Committee of Shaoxing County Economic and Trade Bureau, secretary of the Party Committee and director of the Housing Demolition Management Office of Shaoxing County, director of the Urban Village Transformation Office of Shaoxing County and deputy office director of the People’s Government of Shaoxing County, secretary of the Party Working Committee of Huashe Street, Shaoxing County, deputy head of the United Front Work Department of the CPC Shaoxing County Committee, secretary of the Party Committee at the Industry & Commerce Association of Shaoxing County, director of the Ethnic and Religious Affairs Bureau of Shaoxing County and deputy secretary of the Party Committee and director of the Statistics Bureau of Keqiao District (Shaoxing County); from November 2013 to March 2014, he acted as secretary of the Party Committee and director of the Statistics Bureau of Keqiao District, Shaoxing City; from March 2014 to April 2018, he successively served as general manager of Shaoxing Natural Gas Investment Co., Ltd. and secretary of the Party Committee, chairman and general manager of Transport Investment and Construction Group Co., Ltd. in Keqiao District, Shaoxing City. Since April 2018 till now, he has worked as chairman of Keqiao District Shaoxing China Light & Textile City Market Development & Operation Group Co., Ltd. and secretary of the party committee (and proposed chairman) of Zhejiang China Light & Textile Industrial City Group Co., Ltd.

Mr. Ge graduated from Zhejiang Provincial Party School majoring in economics and holds the title of senior economist.

Mr. Huang Haibo, born in February 1978. From December 2015 to August 2016, he served as a shareholder representative Supervisor of the Bank. Main experience of Mr. Huang includes: from August 2000 to May 2001, he worked as financial accountant in Zhejiang Rifa Textile Machinery Co., Ltd.; from June 2001 to June 2004, he worked as financial officer in Shanghai Rifa Digital System Co., Ltd; from July 2004 to June 2013, he worked as financial manager in Zhejiang RIFA Holding Group Co., Ltd; from July 2013 to December 2016, he worked as chief financial officer in Zhejiang RIFA Holding Group Co., Ltd.; since January 2017 till now, he has been the vice president and chief financial officer in Zhejiang RIFA Holding Group Co., Ltd.

Mr. Huang obtained a bachelor’s degree in management with major in Accounting (International Accounting) from Hunan University of Commerce in June 2000. In May 2005, he was qualified as an intermediate accountant by Ministry of Finance.

CANDIDATES OF EXTERNAL SUPERVISOR

Mr. Yuan Xiaoqiang, born in March 1963. He joined the Bank in February 2015 and has been an external Supervisor of the Bank since then. Main experience of Mr. Yuan includes: From October 1982 to April 1998, he worked as the division chief in Zhejiang Hangzhou Taxation Bureau; from May 1998 to December 1999, he held the position of vice director of

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Hangzhou Tax Agency of Zhejiang; since January 2000 till now, he has successively served as the legal representative, chairman and general manager of Zhonghui (Zhejiang) Tax Agency, and the senior partner of Zhonghui Accounting Firm; since March 2010 till now, he has been the director of Zhejiang Kaibei Investment and Consultation Co., Ltd. and Hangzhou Sidu Investment and Consultation Co., Ltd.; since July 2015 till now, he has been the legal representative of Hangzhou Zhonghui Education Consultancy Co., Ltd. and the director of Beijing Zhongke Huiyun Technology Co., Ltd; since October 2015 till now, he has been the director of Zhonghui Tax Consultancy Co., Ltd.

Mr. Yuan graduated from Zhejiang University majoring in Executive Business Administration and obtained a master’s degree in Executive Business Administration. In October 1999, he obtained the qualification of Registered Tax Agent. Mr. Yuan was qualified as a senior accountant by Zhejiang provisional personnel department in December 2002. He obtained the qualification of Certified Accountant in March 2006.

Mr. Huang Zuhui, born in June 1952. He joined the Bank in February 2015 and has been an external Supervisor of the Bank since then. Main experience of Mr. Huang includes: since September 1998, he has been the professor and doctoral supervisor of Agricultural Economical Management Department, Public Management School, Zhejiang University. Since April 2013 till now, he has been the independent director of Zhejiang Tea Group Co., Ltd; since December 2017 till now, he has been the independent director of Zhenong Group Co., Ltd. Mr. Huang is also vice chairman of Chinese Rural Cooperative Economic Management Institute.

Mr. Huang obtained a master’s degree majoring in Agricultural Economics and Management from Zhejiang Agricultural University.

Mr. Wang Jun, born in April 1970. He joined the Bank in February 2015 and has been an external Supervisor of the Bank since then. Main experience of Mr. Wang includes: from July 2003 to November 2009, he worked at Central Policy Research Office and served as vice division chief and division chief from July 2004 and April 2009, respectively; from November 2009 to November 2017, he worked successively as director of macroeconomic research department, vice director (in charge) of consultation research department, director of information department and member of academic committee of China International Economic Exchanges. Since November 2017 till now, he has been the chief economist of Zhongyuan Bank Co., Ltd.

Mr. Wang graduated from Central University of Finance and Economics majoring in National Economics, and obtained a doctor’s degree in Economics. From July 2008 to December 2010, Mr. Wang conducted postdoctoral research in Tehua Investment Holding Co., Ltd. Mr. Wang was granted the title of researcher on 28 December 2015.

Ms. Cheng Huifang, born in September 1953. She joined the Bank in June 2016, and has been an external Supervisor of the Bank since then. Main experience of Ms. Cheng includes: From August 1977 to September 1978, she worked as technician of Dongyang Chemical Plant;

–64– APPENDIX IV BIOGRAPHICAL DETAILS OF DIRECTOR AND SUPERVISOR CANDIDATES since October 1978, she has worked as teacher of the Department of Chemical Engineering, lecturer and associate professor of the Department of Business Administration, professor, assistant to the president, executive vice president and president of College of Economics and Management at Zhejiang University of Technology (formerly known as Zhejiang Chemical College and Zhejiang Institute of Technology); since October 2009 till now, she worked as professor, president and doctoral supervisor of Global Institute for Zhejiang Merchants Development, Zhejiang University of Technology; since May 2010 till now, she has worked as director of Hangzhou Guochuang Investment and Management Co., Ltd.; since April 2014 till now, she has served as independent director of Zhejiang Furun Co., Ltd. (a company listed in Shanghai Stock Exchange, stock code: 600070); since January 2015 till now, she has worked as independent director of Hangzhou Hangyang Co., Ltd. (a company listed in Shenzhen Stock Exchange, stock code: 002430); since April 2015 till now, she has acted as chairman of the Board of Supervisors of Hangzhou Hikvision Digital Technology Co., Ltd. (a company listed in Shenzhen Stock Exchange, stock code: 002415); since February 2016 till now, she has served as independent director of Zhejiang Huace Film & TV Co., Ltd. (a company listed in Shenzhen Stock Exchange, stock code: 300133). Meanwhile, Ms. Cheng is also a Senior Specialist of Zhejiang Province (2015) and an outstanding teacher in the National Ten Thousand Talents Programme of the Organization Department of the Communist Party of China (2016).

Ms. Cheng graduated from Fudan University, majoring in finance, with a doctoral degree.

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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.

NOTICE OF THE 2017 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2017 annual general meeting (“AGM”) of China Zheshang Bank Co., Ltd. (the “Bank”) will be held at Lakeview Hotel, No. 2 West Huancheng Road, Hangzhou, Zhejiang, the PRC on Wednesday, June 27, 2018 at 2:30 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 May 11, 2018 issued by the Bank unless otherwise stated):

ORDINARY RESOLUTIONS

1. 2017 work report of the Board of China Zheshang Bank Co., Ltd.

2. 2017 work report of the Supervisory Committee of China Zheshang Bank Co., Ltd.

3. resolution on the 2017 annual report of China Zheshang Bank Co., Ltd. (international standards)

4. 2017 financial statements and audit report of China Zheshang Bank Co., Ltd. (domestic standards)

5. 2017 final financial report of China Zheshang Bank Co., Ltd.

6. 2017 profit distribution plan of China Zheshang Bank Co., Ltd.

7. 2018 annual budget report of China Zheshang Bank Co., Ltd.

8. resolution on the reappointment and remunerations of PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers, as the domestic and international auditors of the Bank respectively for the year 2018 to hold office until the conclusion of the next annual general meeting

9. 2017 report of connected transaction management system implementation and information of connected transaction of China Zheshang Bank Co., Ltd.

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10. resolutions on election of directors of the fifth session of the Board of China Zheshang Bank Co., Ltd., including

10.01 elect Mr. Shen Renkang as an executive director of the Bank

10.02 elect Mr. Xu Renyan as an executive director of the Bank

10.03 elect Ms. Zhang Luyun as an executive director of the Bank

10.04 elect Mr. Huang Zhiming as a non-executive director of the Bank

10.05 elect Mr. Wei Dongliang as a non-executive director of the Bank

10.06 elect Mr. Huang Xufeng as a non-executive director of the Bank

10.07 elect Ms. Gao Qinhong as a non-executive director of the Bank

10.08 elect Mr. Hu Tiangao as a non-executive director of the Bank

10.09 elect Mr. Zhu Weiming as a non-executive director of the Bank

10.10 elect Ms. Lou Ting as a non-executive director of the Bank

10.11 elect Mr. Xia Yongchao as a non-executive director of the Bank

10.12 elect Mr. Tong Benli as an independent non-executive director of the Bank

10.13 elect Mr. Yuan Fang as an independent non-executive director of the Bank

10.14 elect Mr. Dai Deming as an independent non-executive director of the Bank

10.15 elect Mr. Liu Pak Wai as an independent non-executive director of the Bank

10.16 elect Mr. Zheng Jindu as an independent non-executive director of the Bank

10.17 elect Mr. Zhou Zhifang as an independent non-executive director of the Bank

10.18 elect Mr. Wang Guocai as an independent non-executive director of the Bank

11. resolutions on election of shareholder representative supervisors and external supervisors of the fifth session of the Supervisory Committee of China Zheshang Bank Co., Ltd., including

11.01 elect Mr. Yu Jianqiang as a shareholder representative supervisor of the Bank

11.02 elect Mr. Ge Meirong as a shareholder representative supervisor of the Bank

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11.03 elect Mr. Huang Haibo as a shareholder representative supervisor of the Bank

11.04 elect Mr. Yuan Xiaoqiang as an external supervisor of the Bank

11.05 elect Mr. Huang Zuhui as an external supervisor of the Bank

11.06 elect Mr. Wang Jun as an external supervisor of the Bank

11.07 elect Ms. Cheng Huifang as an external supervisor of the Bank

12. resolution on the status report on the use of previously raised funds of China Zheshang Bank Co., Ltd.

13. resolution on the purchase of liability insurance of A share prospectus

SPECIAL RESOLUTIONS

14. resolution on the general mandate for the issue of H shares of China Zheshang Bank Co., Ltd.

15. resolution on the extension of the validity period of the plan for the initial public offering and listing of A shares of China Zheshang Bank Co., Ltd.

16. resolution on the extension of the validity period of the authorization granted to the board of directors by the general meeting to deal with matters relating to the initial public offering and listing of A shares

17. resolution on the amendments to the Articles of Association of China Zheshang Bank Co., Ltd. (Current)

18. resolution on the amendments to the Articles of Association of China Zheshang Bank Co., Ltd. (A+H)

By order of the Board China Zheshang Bank Co., Ltd. Shen Renkang Chairman

Hangzhou, the PRC May 11, 2018

As of the date of this notice, the executive directors of the Bank are Mr. Shen Renkang, Ms. Zhang Luyun and Mr. Xu Renyan; the non-executive directors are Mr. Wang Mingde, Ms. Wang Yibing, Ms. Shen Xiaojun, Ms. Gao Qinhong, Mr. Hu Tiangao, Ms. Lou Ting and Mr. Zhu Weiming; the independent non-executive directors are Mr. Jin Xuejun, Mr. Tong Benli, Mr. Yuan Fang, Mr. Dai Deming, Mr. Liu Pak Wai and Mr. Zheng Jindu.

–68– NOTICE OF THE 2017 ANNUAL GENERAL MEETING

Notes:

1. Individual Shareholders who wish to attend the meeting in person shall produce their identity cards or other effective document or proof of identity. Proxies of individual Shareholders shall produce their effective proof of identity and proxy form. A corporate Shareholder should attend the meeting by its legal representative 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 identity card or other effective document or proof of identity. If appointed to attend the meeting, the proxy should produce his/her identity card and the proxy form which bears the corporate Shareholder’s seal or is signed by its director or a proxy duly appointed.

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

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

4. For holders of Domestic Shares who wish to attend the AGM or any adjournment thereof, the form of proxy (together with a notarized copy of the power of attorney or other authority (if any) if the form of proxy is signed by a person on behalf of the Shareholder) must be returned to the Bank’s Office of the Board at No. 288, Qingchun Road, Hangzhou, Zhejiang, the PRC not less than 24 hours before the time for holding the AGM or any adjournment thereof in order to be valid. The above documents must be delivered by the holder of H Shares 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 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 thinks fit. The proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.

5. The H Shares register of members of the Bank will be closed from Monday, May 28, 2018 to Wednesday, June 27, 2018 (both days inclusive), during which period no transfer of H Shares of the Bank will be effected. For unregistered holders of H Shares who intend to attend the AGM, all share certificates and the transfer documents must be lodged with the Bank’s H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Friday, May 25, 2018. The holder of H Shares whose names appear on the register of members of the Bank on Wednesday, June 27, 2018 will be entitled to attend and vote at the AGM.

6. Pursuant to the Listing Rules, each of the resolutions set out in the notice of the Annual General Meeting will be voted 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 general meeting.

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

–69– NOTICE OF 2018 FIRST CLASS MEETING FOR H SHAREHOLDERS

NOTICE OF 2018 FIRST CLASS MEETING FOR H SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the 2018 first class meeting for H Shareholders (“2018 First Class Meeting for H Shareholders”) of China Zheshang Bank Co., Ltd. (the “Bank”) will be held at Lakeview Hotel, No. 2 West Huancheng Road, Hangzhou, Zhejiang, the PRC immediately after the conclusion of the 2018 First Class Meeting for Domestic Shareholders on Wednesday, June 27, 2018 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 May 11, 2018 issued by the Bank unless otherwise stated):

SPECIAL RESOLUTIONS

1. resolution on the extension of the validity period of the plan for the initial public offering and listing of A shares of China Zheshang Bank Co., Ltd.

2. resolution on the extension of the validity period of the authorization granted to the board of directors by the general meeting to deal with matters relating to the initial public offering and listing of A shares

By order of the Board China Zheshang Bank Co., Ltd. Shen Renkang Chairman

Hangzhou, the PRC May 11, 2018

–70– NOTICE OF 2018 FIRST CLASS MEETING FOR H SHAREHOLDERS

Notes:

1. Individual H Shareholders who wish to attend the meeting in person shall produce their identity cards or other effective document or proof of identity. Proxies of individual H Shareholders shall produce their effective proof of identity and proxy form. A corporate H Shareholder should attend the meeting by its legal representative 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 identity card or other effective document or proof of identity. If appointed to attend the meeting, the proxy should produce his/her identity card and the proxy form which bears the corporate H Shareholder’s seal or is signed by its director or a proxy duly appointed.

2. Any H Shareholder entitled to attend and vote at the 2018 First Class Meeting for H Shareholders is entitled to appoint one or more persons (whether such person is a shareholder or not) as his proxy or proxies to attend and vote on his behalf.

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

4. For H Shareholders who wish to attend the 2018 First Class Meeting for H Shareholders or any adjournment thereof, the form of proxy (together with a notarized copy of the power of attorney or other authority (if any) if the form of proxy is signed 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 2018 First Class Meeting for H Shareholders 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 thinks fit. The proxy will also be entitled to vote at his discretion on any resolution properly put to the 2018 First Class Meeting for H Shareholders other than those referred to in the notice convening the 2018 First Class Meeting for H Shareholders.

5. The H Shares register of members of the Bank will be closed from Monday, May 28, 2018 to Wednesday, June 27, 2018 (both days inclusive), during which period no transfer of H Shares of the Bank will be effected. For unregistered holders of H Shares who intend to attend the 2018 First Class Meeting for H Shareholders, all share certificates and the transfer documents must be lodged with the Bank’s H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Friday, May 25, 2018. The holder of H Shares whose names appear on the register of members of the Bank on Wednesday, June 27, 2018 will be entitled to attend and vote at the 2018 First Class Meeting for H Shareholders.

6. Pursuant to the Listing Rules, each of the resolutions set out in the notice of the 2018 First Class Meeting for H Shareholders will be voted 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 2018 First Class Meeting for H Shareholders.

7. H Shareholders who attend the 2018 First Class Meeting for H Shareholders in person or by proxy shall bear their own traveling, dining and accommodation expenses.

–71–