Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

(1) PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTORS;AND (2) PROPOSED CHANGE OF REGISTERED CAPITAL AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Board of Directors (the “Board”) of Bank of Guizhou Co., Ltd. (the “Bank”) hereby announces that:

1. PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTORS

Reference is made to the announcement of the Bank dated 16 March 2019 in relation to the resignation of Non-executive Directors. Due to work arrangement, Mr. Yang Mingshang, a former Non-executive Director of the Bank tendered his resignation to the Board and resigned as a Non-executive Director of the Bank on 16 March 2020 and due to work arrangement, Mr. Chen Yongjun, a former Non- executive Director of the Bank tendered his resignation to the Board and resigned as a Non-executive Director of the Bank on 16 March 2020. Mr. Yang Mingshang and Mr. Chen Yongjun have both confirmed that they have no disagreement with the Board and there are no other matters in relation to their resignations that need to be brought to the attention of the shareholders and creditors of the Bank or The Stock Exchange of Hong Kong Limited.

– 1 – According to the nomination policy of the directors of the Bank, Finance Bureau of Guizhou Province (貴州省財政廳), China Kweichow Moutai Distillery (Group) Co., Ltd. (中國貴州茅台酒廠（集團）有限責任公司 ), GuiAn New Development and Investment Co., Ltd. (貴安新區開發投資有限公司), Guizhou Expressway Group Co., Ltd. (貴州高速公路集團有限公司), and Guizhou Water Investment Water Affairs Group (貴州水投水務集團有限公司 ), who are shareholders of the Bank, have respectively nominated Mr. Chen Jingde (“Mr. Chen”), Mr. Wang Zhiming (“Mr. Wang”), Mr. Shi Xianyin (“Mr. Shi”), Mr. Zhao Yong (“Mr. Zhao”) and Mr. Zhong Xueliang (“Mr. Zhong”) as Non- executive Directors of the Bank.

The Board has considered and approved the proposed appointment of Mr. Chen, Mr. Wang, Mr. Shi, Mr. Zhao and Mr. Zhong as Non-executive Directors of the second session of the Board of the Bank.

The term of office of Mr. Chen, Mr. Wang, Mr. Shi, Mr. Zhao and Mr. Zhong shall commence from the date of consideration and approval of their appointment by the shareholders’ general meeting and approval of their qualifications of the positions by the China Banking and Insurance Regulatory Commission Guizhou Office (“Guizhou CBIRC”), until the expiry of the term of the second session of the Board of the Bank.

The biographical details of the above-named Director candidates are set out in Appendix I to this announcement. As of the date of the announcement and to the best knowledge of the Board, save as disclosed by this announcement, each of the Director candidates has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. As at the date of this announcement, save as disclosed in this announcement, each of the Director candidates does not have other relationship with any directors, supervisors, senior management or substantial shareholders of the Bank. Each of the Director candidates does not have any interest in the shares of the Bank or its associated entities within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

– 2 – Save as disclosed in this announcement, there is no other information in relation to the appointment of each of the Director candidates which is required to be disclosed pursuant to the requirements set out in Rules 13.51(2) (h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited nor are there any matters which need to be brought to the attention of the shareholders of the Bank. Each of the Director candidates has not been penalized by the CSRC or other relevant departments or stock exchanges.

The Bank will enter into service contract with each of the appointed Directors (if appointed). Mr. Chen, Mr. Wang, Mr. Shi, Mr. Zhao and Mr. Zhong will not receive remuneration from the Bank during their tenure of services as Non- executive Directors of the Bank.

2. PROPOSED CHANGE OF REGISTERED CAPITAL AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The H Shares of the Bank were issued on The Stock Exchange of Hong Kong Limited on 30 December 2019, a total of 2,200,000,000 H Shares were issued by the Bank at an issue price of HKD2.48 per share. The Directors have considered and approved the increase in the Bank’s registered capital from RMB12,388,046,744 to RMB14,588,046,744.

The Board has considered and approved the amendments to the Articles of Association of the Bank of Guizhou Co., Ltd. (the “Articles of Association”) based on the change of the Bank’s registered capital, and also in accordance with relevant laws, regulations and other regulatory documents including the Approval of the State Council on the Adjustment to the Provisions Applicable to the Notice Period of Convening General Meetings and Other Matters of Overseas Listed Companies 《國務院關於調整適用在境外上市公司召開股東( 大會通知期限等事項規定的批覆》) implemented by the State Council on 17 October 2019, the recommendations of the Hong Kong Securities Clearing Company Limited and Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. Details of the specific amendments are set out in Appendix II to this announcement.

– 3 – Amendments to the Articles of Association shall be submitted to the shareholders’ general meeting of consideration and approval; among which, amendments to the Bank’s registered capital, the number of shares and proportion of the number of shares are still subject to the approval of change of registered capital by Guizhou CBIRC; while other amendments are subject to the approval of amendment to the Articles of Association by Guizhou CBIRC. Meanwhile, the Board of Directors proposes to the shareholders’ general meeting to approve and authorize the Board of Directors to delegate the authority to the Chairman of the Board of Directors (can in turn be delegated to other parties by the Chairman) to make appropriate adjustments and revisions to the amendments of the Articles of Association of the Bank, in accordance with the requests and recommendations of the regulatory authorities.

The proposed appointment of Non-executive Directors, change of registered capital and amendment to the Articles of Association of the Bank shall be subject to the consideration and approval of the shareholders of the Bank in the shareholders’ general meeting. A circular containing, among others, details of the above-mentioned proposals, together with a notice of the shareholders’ general meeting, will be sent to the shareholders of the Bank in due course.

By order of the Board Bank of Guizhou Co., Ltd. LI Zhiming Chairman

Guiyang, the PRC, 26 March 2020

As of the date of this announcement, the Board of the Bank comprises Mr. LI Zhiming and Mr. XU An as executive directors; Ms. GONG Taotao and Mr. LU Lin as non-executive directors; and Mr. TANG Xin, Mr. WANG Gefan, Mr. SONG Ke, Mr. LI Shoubing and Mr. LAW Cheuk Kin Stephen as independent non-executive directors.

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

– 4 – APPENDIX I: BIOGRAPHICAL DETAILS OF THE DIRECTOR CANDIDATES

Mr. Chen Jingde, born in December 1969, is currently a member of the Party Committee, a Director and the deputy general manager of Guizhou Financial Holding Group Co., Ltd. (Guizhou Guimin Investment Group Co., Ltd.) (貴州金融控股集 團有限責任公司（貴州貴民投資集團有限責任公司)). Mr. Chen worked as an intern in the agricultural finance department of the Guizhou Provincial Finance Bureau (貴州省財政廳農業財務處) from July 1992 to August 1993; He served as a clerk of the agricultural finance department of the Guizhou Provincial Finance Bureau from August 1993 to February 1997, as a deputy director of the agricultural finance department of the Guizhou Provincial Finance Bureau from February 1997 to April 2001, and as the director of the agricultural finance department of the Guizhou Provincial Finance Bureau from April 2001 to August 2004. From August 2004 to December 2005, he served as a deputy director of the agricultural taxation department of Guizhou Provincial Finance Bureau (貴州省財政廳農業稅收處); From December 2005 to August 2013, he served as a deputy director of grass-root finance management department of Guizhou Provincial Finance Bureau ( 貴州省財 政廳基層財政管理處); From August 2013 to November 2014, he served as the director of grass-root finance management department of Guizhou Provincial Finance Bureau; From November 2014 to March 2019, he served as the director of agricultural department of Guizhou Provincial Finance Bureau; Mr. Chen has been serving as a member of the Party Committee, a Director and the deputy general manager in Guizhou Financial Holding Group Co., Ltd. (Guizhou Guimin Investment Group Co., Ltd.) since March 2019.

Mr. Chen had been studying at the department of agricultural economics of Jiangxi University of Finance and Economics (江西財經學院) from September 1988 to July 1992, where he obtained a bachelor’s degree in economics with a major in Agricultural Finance; From September 2003 to July 2005, he had been studying at the post-graduate course in the School of Finance of the Central University of Finance and Economics ( 中央財經大學) (via correspondence); From September 2012 to June 2015, he graduated from Party School of Guizhou Provincial Committee of the Communist Party of China with a postgraduate degree in Economics and obtained a postgraduate degree of the provincial Party School.

Mr. Wang Zhiming, born in February 1973, is currently the assistant to the general manager of China Kweichow Moutai Distillery (Group) Co., Ltd. (中國貴州茅 台酒廠（集團）有限責任公司), and also the head of its finance department, the head of the office of its Financial Management Committee and the member of office of the leading group for comprehensive deepening reform. From July 1997 to March 1998, Mr. Wang successively served as an intern in the Organizational Department of China Kweichow Moutai Distillery (Group) Co., Ltd. and the Second Brewery of Guizhou Moutai Distillery (貴州茅台酒廠製酒二車間); From March 1998 to April 2000, he served as an accountant in the financial management department of China Kweichow Moutai Distillery Co., Ltd. (中國貴州茅台酒廠有限責任公司);

– 5 – From April 2000 to April 2002, he served as an accountant and chief accountant in the finance department of Kweichow Moutai Company Limited (貴州茅台酒股份有 限公司); From April 2002 to May 2006, he served as a deputy director of the finance department of Kweichow Moutai Company Limited (Listed on the Shanghai Stock Exchange, stock code: 600519), and the securities representative of Kweichow Moutai Company Limited; From May 2006 to July 2010, he served as a deputy director of the finance department of Kweichow Moutai Company Limited, and the securities business representative of Kweichow Moutai Company Limited; From July 2010 to March 2012, he served as the director of the securities department and a deputy director of the finance department of Kweichow Moutai Company Limited, and the securities business representative of Kweichow Moutai Company Limited; From March 2012 to April 2012, he served as the director of the finance department of Kweichow Moutai Company Limited; From April 2012 to December 2015, he served as the director of the finance department of Kweichow Moutai Company Limited and the the securities business representative of Kweichow Moutai Company Limited; From December 2015 to December 2017, he served as an assistant to the general manager, the director of the finance department of China Kweichow Moutai Distillery (Group) Co., Ltd.; Since December 2017, he has served as the an assistant to the general manager, the director of the finance department, the director of the office of the financial management committee and a member of office of the leading group for comprehensive deepening reform of China Kweichow Moutai Distillery (Group) Co., Ltd..

Mr. Wang studied accounting at the accounting department of Guizhou University of Finance and Economics (貴州財經學院) from September 1993 to July 1997, with a bachelor’s degree in economics; he studied at Shanghai Jiao Tong University (上海交 通大學) from September 2007 to December 2009, majoring in business administration for the master of business administration for senior managers, and obtained the degree of Executive Master of Business Administration; and he studied in the young cadre training course of Party School of Guizhou Provincial Committee of the CPC (貴州省 委黨校) from May 2014 to July 2014. Mr. Wang is a qualified senior accountant.

Mr. Shi Xianyin, born in May 1966, is currently a member of the Party Committee, a director and the deputy general manager of GuiAn New District Development and Investment Co., Ltd. (貴安新區開發投資有限公司). Mr. Shi worked at Regional Animal Husbandry and Veterinary Station (荊州地區畜牧獸醫站) from July 1988 to April 1993; From April 1993 to March 1996, he worked at the Jingzhou Regional Agricultural Technology Promotion Center (荊州地區農業技術推廣中 心 ); From March 1996 to March 1998, he served as the deputy director of the office of Jingzhou Municipal Agricultural Technology Promotion Center (荊州市農業 技術推廣中心); From March 1998 to July 1999, he served as the station manager

– 6 – of the technical management station of Jingzhou Municipal Agricultural Technology Promotion Center; From July 1999 to December 2000, he served as the director of the office of Jingzhou Municipal Agricultural Bureau (荊州市農業局); From December 2000 to December 2001, he served as the deputy director and member of the Party Committee of Municipal Agricultural Bureau (宜昌市農業局); From December 2001 to November 2003, he served as the deputy director and member of the Party organization of Yichang Municipal Agricultural Bureau (宜昌市農業局); From November 2003 to May 2005, he served as the standing committee member of the county committee of Changyang Tujia Autonomous County (長陽土家族自 治縣), during which he also served as the director of the county office of the county committee and the secretary of the work committee of the department under the county committee since January 2004; From May 2005 to December 2006, he served as the standing committee and the director of the organizational department of Zhijiang Municipal Committee (枝江市委); From December 2006 to June 2007, he served as the standing committee, the director of the organizational department and the director of the united front department of Zhijiang Municipal Committee; From July 2007 to July 2010, he served as the deputy secretary-general of Yichang Municipal Committee ( 宜昌市委) and the secretary of Gyaca County Committee of Tibet Autonomous Region (西藏自治區加查縣委) (county magistrate level); From August 2010 to January 2011, he served as the deputy-secretary of Committee ( 興山縣委) and the acting county chief executive of the county government; From January 2011 to October 2011, he served as the deputy-secretary of Xingshan County Committee and the county chief executive of the county government; From October 2011 to November 2011, he served as the deputy secretary of Municipal Committee and the acting mayor; From November 2011 to April 2013, he served as the deputy secretary of the Dangyang Municipal Committee and the mayor; From April 2013 to June 2013, he served as the secretary of the Xiaoyting District Committee (猇 亭區委) of Yichang City; From June 2013 to January 2016, he served as the secretary of the Xiaoyting District Committee of Yichang City, the deputy secretary of the Party Working Committee and the executive deputy director of the management committee of Yichang High-Tech Industrial Development Zone (宜昌高新技術產業開發區), the deputy secretary of the Party Working Committee and the executive deputy director of the management committee of Yichang Economic and Technological Development Zone (宜昌經濟技術開發區); From January 2016 to October 2016, he served as secretary of Xiaoting District Committee in Yichang City and the deputy secretary of the Party Working Committee of Yichang High-Tech Industrial Development Zone; From October 2016 to November 2017, he served as the secretary general of Yichang Municipal Committee, and the deputy secretary of the Party Working Committee of Yichang High-Tech Industrial Development Zone; From November 2017 to March 2018, he served as the director and the secretary of the Party Group of the Economic

– 7 – and Information Commission of Yichang City (宜昌市經濟和信息化委員會); From March 2018 to November 2018, he served as the director, the secretary of the Party Group and a first-class researcher of the Economic and Information Commission of Yichang City; From November 2018 to March 2019, he served as the head of the asset management department of GuiAn New District Development and Investment Co., Ltd. (貴安新區開發投資有限公司); From March 2019 to September 2019, he served as a member of the Party Committee and a deputy general manager of GuiAn New District Development and Investment Co., Ltd.; Since September 2019, he has served as the a member of the Party Committee, a director and a deputy general manager of GuiAn New District Development and Investment Co., Ltd..

Mr. Shi studied and obtained his bachelor’s degree at Huazhong Agricultural University (華中農業大學) majoring in veterinary medicine from September 1983 to July 1988; he studied and obtained a postgraduate degree at the in-service postgraduate class of provincial Party School majoring in economic management from September 2006 to July 2009; he studied at the young cadre training course of Party School of Hubei Provincial Committee of the CPC from March 2007 to July 2007; he studied at the National County Committee Secretary Training Program of the Central Party School (中央黨校全國縣委書記研修班) from November 2015 to January 2016.

Mr. Zhao Yong, born in May 1969, is currently chairman of Guizhou Transportation Industry Fund Co., Ltd. (貴州交通產業基金有限公司) and the chairman of Guizhou Transportation Investment Managemnt Co., Ltd. (貴州交通投資管理有 限公司). Mr. Zhao worked in the Xintian Precision and Optical Instrument Company Limited (新天精密光學儀器公司) from August 1991 to June 1995; from January 1996 to December 2000, he served as the deputy general manager of the information technology department of the Guizhou branch company of China Pacific Insurance (Group) Co., Ltd. (中國太平洋人壽保險股份有限公司); From December 2000 to November 2002, he served as the deputy general manager of the information technology department of the Sichuan branch company of China Pacific Insurance (Group) Co., Ltd.; From November 2002 to July 2003, he served as the deputy general manager of the information technology department of the Chengdu branch company of China Pacific Insurance (Group) Co., Ltd.; From July 2003 to November 2004, he served as the general manager of the Panzihua branch company of China Pacific Insurance (Group) Co., Ltd.; From November 2004 to April 2005, he served as the general manager of the Guangyuan Center branch company of China Pacific Insurance (Group) Co., Ltd.; From April 2005 to December 2005, he served as the preparatory office staff of the Deyang branch company of Taiping General Insurance Co., Ltd. ( 太平財產保險有限公司); From December 2005 to October 2007, he served as the deputy general manager of Deyang Center branch company of Taiping General Insurance Co., Ltd.; From October 2007 to March 2008, he served as the preparatory office staff of the Guiyang branch company of Taiping General Insurance Co., Ltd.; From March 2008 to June 2009, he served as the general manager of the marketing

– 8 – department of the Guiyang branch company of Taiping General Insurance Co., Ltd.; From June 2009 to March 2018, he served as the assistant general manager of the Guiyang branch company of Taiping General Insurance Co., Ltd., during which he also served the temporary position as the assistant to the general manager of Guizhou Expressway Group Company Limited from January 2016 to January 2018; Since June 2019, he has served as the chairman of Guizhou Transportation Industry Fund Co., Ltd. and the chairman of Guizhou Transportation Investment Managemnt Co., Ltd.

Mr. Zhao studied and obtained his bachelor’s degree in engineering at the Department of Precision Instruments in the Beijing Institute of Machinery (北京機械工業學院) from September 1987 to July 1991, majoring in precision instruments.

Mr. Zhong Xueliang, born in April 1962, is currently the chief economist of Guizhou Water Investment Water Affairs Group Limited (貴州水投水務集團有限公司). Mr. Zhong worked in the finance division of the third department of Sinohydro Bureau 9 Co., Ltd. (中國水利水電第九工程局有限公司) (“Sinohydro Bureau 9”) from December 1979 to December 1982; From December 1982 to August 1985, he served as the chief accountant of the finance division of the third department of Sinohydro Bureau 9; From August 1987 to May 1989, he worked in the finance division of the third department of Sinohydro Bureau 9; From June 1989 to December 1992, he served as the chief staff of the finance department in the joint venture of Cooperativa Muratori e Cementisti – Cmc di Ravenna and China Huashui Hydropower Engineering Company ( 中國華水水電工程公司); From December 1992 to June 1994, he served as the deputy division head of the accounting and auditing division of the finance department of Sinohydro Bureau 9; From July 1994 to December 1996, he served as the department head of the finance department of the headquarters of Chengdu Huashui Hydropower Engineering Construction Company (成都華水水電工程建設公 司 ) and a manager of Huashui Materials Trading Company; From December 1996 to October 2004, he served as the division head of cost accounting division of the finance department of Sinohydro Bureau 9; From November 2004 to February 2008, he served as the chief accountant for the Dafa Hydropower Station Project (大花水電站項目) of Qingshui River (清水河); From February 2008 to October 2012, he served as the chief accountant of the construction branch of Sinohydro Bureau 9; From October 2012 to August 2014, he served as the chief financial officer of Guizhou Water Investment Group Co., Ltd.(貴州水投水務有限責任公司); From September 2014 to January 2017, he served as the chairman to the board of supervisors of Guizhou Water Investment Group Co., Ltd.; Since January 2017, he has served as the chief economist of Guizhou Water Investment Group Co., Ltd..

Mr. Zhong studied and obtained his college degree at the Southwestern University of Finance and Economics (西南財經大學) from August 1985 to August 1987; From July 1995 to July 1997, he studied and obtained his bachelor’s degree at the Zhongnan University of Economics (中南財經大學) majoring in accounting.

– 9 – APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Notes:

1. For the following content, “shares” shall mean deletion, whole “share” shall mean new content;

2. Adjustments to the format were not shown in the table below;

3. Due to the addition of articles, the numbering of the Articles of Association was adjusted accordingly;

4. The Articles of Association are written in Chinese without an official English version. Therefore, any English translation is for reference only. In case of any inconsistency, the Chinese version shall prevail.

Original Articles Articles after Amendments Basis of Amendments Article 5 The registered capital of the Article 5 The registered capital of the Adjusted according to actual circumstances. Company is RMB[•]. Company is RMB14,588,046,744. Article 24 At the time of its incorporation, Article 24 At the time of its incorporation, Adjusted according to actual circumstances. the Company had a registered capital of the Company had a registered capital of RMB3,241,214,789.72. After several times RMB3,241,214,789.72. After several of capital increase, currently the Company times of capital increase, currently the has a registered capital of RMB[•]. The Company has a registered capital of Company shall divide all of its capital into RMB14,588,046,744. The Company shall shares of equal par value (totalling [•] divide all of its capital into shares of equal shares), with a nominal value of RMB1 each par value (totalling 14,588,046,744 shares), ⋯⋯ with a nominal value of RMB1 each ⋯⋯

– 10 – Original Articles Articles after Amendments Basis of Amendments Article 25 As approved by the examination Article 25 As approved by the examination Adjusted according to actual circumstances. and approval department authorized by the and approval department authorized by the State Council, the Company may issue a State Council, the Company may issue a total of [•] ordinary shares. total of 14,588,046,744 ordinary shares.

The Company’s share capital consists of: [•] The Company’s share capital consists of: ordinary shares, among which [•] shares 14,588,046,744 ordinary shares, among are domestic shares, representing [•]% which 12,388,046,744 shares are domestic of the total issuable ordinary shares of the shares, representing 84.92% of the total Company; and [•] shares are H Shares, issuable ordinary shares of the Company; representing [•]% of the total issuable and 2,200,000,000 shares are H Shares, ordinary shares of the Company. representing 15.08% of the total issuable ordinary shares of the Company. Article 50 Changes of registration in the Article 50 Where relevant laws and The schedule in the article contradicts the share register arising from share transfer regulations, and the securities regulatory requirement of 15/20 days’ notice in advance shall not be effected during a period authority at the place where the shares of the shareholders’ general meeting. of 30 days prior to the convening of a of the Bank are listed, stipulated that Currently, the CSRC has yet to issue the Shareholders’ general meeting or five days changes of registration in the share revised Mandatory Provisions for Articles prior to the base date on which the Company register arising from share transfer shall of Association of Companies to be Listed decides to distribute dividends. not be effected during the period prior Overseas, fallback provisions were therefore to the convening of a Shareholders’ added with reference to the amendments general meeting or the period prior to the to the Articles by other H shares listed base date on which the Bank decides to companies. distribute dividends, such provisions shall prevail.

– 11 – Original Articles Articles after Amendments Basis of Amendments Article 55 The Company does not accept Article 55 The Company does not accept It shall be amended in accordance with any equity of the Company as the subject of any equity of the Company as the subject of Article 14 of the Guidelines on Corporate the pledge. the pledge. Governance of Commercial Banks and Article 3 of the CBRC Notice on Enhanced In case of providing guarantee for Management of Pledge of Equity Interest in themselves or others with their equity Commercial Banks. interest in the Company, the shareholders shall strictly comply with laws, regulations Article 14 (II) of Guidelines on Corporate and the requirements of regulatory bodies Governance of Commercial Banks and give a prior notice to the Board of the Company. The office of the Board of If the shareholders use their shares in the Directors or other departments designated Bank to provide guarantees for themselves by the Board of Directors shall be or others, they shall comply strictly with responsible for the collection, arrangement the requirements of the laws, regulations and submission of information relating to and regulatory authorities, and inform the equity pledge. Board of Directors of the Bank in advance. Shareholders of unlisted banks, especially substantial shareholders, shall inform the Board of Directors of the Bank in advance before transferring their shares.

The CBRC Notice on Enhanced Management of Pledge of Equity Interest in Commercial Banks

Commercial banks shall specify in the Articles of Association the following:

(I) If the shareholders use their shares in the Bank to provide guarantees for themselves or others, they shall comply strictly with the requirements of the laws, regulations and regulatory authorities, and inform the Board of Directors of the Bank in advance. The office of the Board of Directors or other departments delegated by the Board of Directors shall be responsible for the collection, sortation and submission of information relating to equity pledge of the Bank.

– 12 – Original Articles Articles after Amendments Basis of Amendments Article 83 Shareholders’ general meetings Article 83 Shareholders’ general meetings As required by the HKSCC. HKSCC is not shall be convened and presided over by the shall be convened and presided over by the a beneficial owner of H Shares and does Chairman of the Board. Where the Chairman Chairman of the Board. Where the Chairman not serve as chairman of the shareholders’ cannot attend the meeting for any reason, the cannot attend the meeting for any reason, the general meeting. Chairman may appoint another Director to Chairman may appoint another Director to convene and preside over the meeting on his/ convene and preside over the meeting on his/ her behalf; if no presider is appointed, the her behalf; if no presider is appointed, the attending Shareholders may elect a person to attending Shareholders may elect a person to preside over the meeting; if for any reason, preside over the meeting; if for any reason, the Shareholders fail to elect a presider, the Shareholders fail to elect a presider, the the Shareholder (including proxy thereof) Shareholder (including proxy thereof other holding the most voting shares among the than HKSCC Nominees Limited) holding attending Shareholders shall preside over the the most voting shares among the attending meeting. Shareholders shall preside over the meeting.

– 13 – Original Articles Articles after Amendments Basis of Amendments Article 84 Where the Company convenes a Article 84 Where the Company convenes 1. The Reply of the State Council on the Shareholders’ general meeting, the Board an annual general meeting, the Board shall Adjustment of the Provisions Applicable shall send a written notice 45 days before the send a notice 20 business days before the to the Notice Period of Convening meeting to notify all the Shareholders in the meeting, where the Company convenes General Meetings and Other Matters share register of the matters to be considered an extraordinary general meeting, the of Companies Listed Abroad agreed to at the meeting, and the date and venue of Company shall give a notice 10 business the relevant provisions of the Company the meeting. Any Shareholder intending to days or 15 days (whichever is longer) Law of the PRC to be applicable to attend the Shareholders’ general meeting before the meeting to notify all the the term of the notice for convening shall deliver to the Company a written reply Shareholders in the share register of the a shareholders’ general meeting of a showing his intention to attend 20 days matters to be considered at the meeting, and joint stock limited company registered before the meeting. the date and venue of the meeting. in the PRC and listed overseas, the right of shareholders’ motions and the procedures for convening the meeting, instead of the requirements from Article 20 to Article 22 of the Special Regulations of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Companies with Limited Liability.

Paragraph 1 of Article 102 of the Company Law of the PRC

To convene a shareholders’ general meeting, a notice of the shareholders’ general meeting stating the time and venue of and matters to be considered at the meeting shall be given to all shareholders 20 days before the meeting. Notice of extraordinary general meetings shall be given to all shareholders 15 days prior to the meeting. Notice of the meeting in connection with the issuance of bearer’s shares stating the time and venue of and matters to be considered at the meeting shall be announced 30 days before the meeting.

– 14 – Original Articles Articles after Amendments Basis of Amendments 2. Code Provision E.1.3 of Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

The issuer should arrange for the notice to shareholders to be sent in the case of annual general meetings at least 20 clear business days before the meeting and to be sent at least 10 clear business days in the case of all other general meetings. Article 85 The Company shall, based on Article 85 A shareholders’ general meeting 1. The Reply of the State Council on the the written replies received 20 days prior shall not resolve on matters not specified in Adjustment of the Provisions Applicable to the date of the Shareholders’ general the notice. to the Notice Period of Convening meeting, calculate the number of voting General Meetings and Other Matters shares represented by Shareholders intending of Companies Listed Abroad agreed to to attend the meeting. Where the number of the relevant provisions of the Company voting shares represented by Shareholders Law of the PRC to be applicable to intending to attend the meeting amounts the term of the notice for convening to more than half of the Company’s voting a shareholders’ general meeting of a shares, the Company may convene the joint stock limited company registered Shareholders’ general meeting; if not, the in the PRC and listed overseas, the Company shall, within five days, notify right of shareholders’ motions and the Shareholders again of the matters to be procedures for convening the meeting, considered, date and venue of the meeting instead of the requirements from in the form of public announcements. Article 20 to Article 22 of the Special The Company may then convene the Regulations of the State Council on the Shareholders’ general meeting after such Overseas Offering and Listing of Shares announcements. by Joint Stock Companies with Limited Liability. An extraordinary general meeting shall not resolve on matters not specified in the 2. Paragraph 3 of Article 102 of the notice. Company Law of the PRC

A shareholders’ general meeting shall not make any resolution in respect of any matters not set out in the two types of notices mentioned above.

– 15 – Original Articles Articles after Amendments Basis of Amendments Article 88 The notice of a Shareholders’ Article 88 The notice of a Shareholders’ Amendments were made to match the general meeting shall be sent to Shareholders general meeting shall be sent to Shareholders schedule of the notice of the shareholders’ (whether or not they are entitled to vote (whether or not they are entitled to vote general meeting. at the Shareholders’ general meeting) by at the Shareholders’ general meeting) by personal delivery or by pre-paid mail to their personal delivery or by pre-paid mail to their addresses as recorded in the share register. addresses as recorded in the share register. For holders of domestic shares, the notice For holders of domestic shares, the notice of a Shareholders’ general meeting may be of a Shareholders’ general meeting may be given in the form of a public announcement. given in the form of a public announcement.

The public announcement referred to in the The public announcement referred to in the preceding paragraph shall be published in preceding paragraph shall be published in one or more newspaper(s) designated by one or more media source(s) designated the securities regulatory authority under the by the securities regulatory authority under State Council during the period between the State Council. Once the announcement 45 days to 50 days prior to the date of the has been published, all holders of domestic meeting. Once the announcement has been shares shall be deemed to have received published, all holders of domestic shares notice of the Shareholders’ general meeting. shall be deemed to have received notice of the Shareholders’ general meeting.

– 16 – Original Articles Articles after Amendments Basis of Amendments Article 132 When convening a class Article 132 Unless a class meeting is Article 84 of Mandatory Provisions for meeting, the Company shall send a written convened concurrently with an annual Articles of Association of Companies to be notice 45 days before the meeting to notify general meeting, a notice shall be given Listed Overseas all the Shareholders in the share register of not more than twenty business days before the issues to be considered at the meeting, convening the meeting. When convening Notice of a class meeting only needs to be and the date and venue of the meeting. Any a class meeting, the Company shall send a given to shareholders entitled to vote thereat. Shareholder intending to attend the meeting notice 10 business days or 15 days before shall deliver to the Company a written reply convening the meeting (whichever is The procedures for holding the class meeting showing his/her intention to attend 20 days longer) before the meeting to notify all the shall be similar to those for holding the before the meeting. Shareholders in the share register of the general meeting as far as possible, and the issues to be considered at the meeting, and provisions in the Articles of Association Where the number of voting shares the date and venue of the meeting. relating to the procedures for a general represented by Shareholders intending to meeting shall apply to the class meeting. attend the meeting amounts to more than half of the voting shares of such class at The amendments are combined with the the meeting, the Company may convene adjustment to the time of notice for the the class meeting; if not, the Company ordinary shareholders’ general meeting. shall, within 5 days, notify Shareholders again of the issues to be considered, date and venue of the meeting in the form of public announcements. The Company may then convene the class meeting after such announcements. Article 181 The regular Board meeting Article 181 The regular Board meeting Appendix 14 to the Rules Governing the shall be convened by the Chairman at least shall be convened by the Chairman at least Listing of Securities on The Stock Exchange once a quarter, and the meeting notice once a quarter, and the meeting notice of Hong Kong Limited and documents shall be served to all the and documents shall be served to all the Directors in writing at least ten days before Directors in writing at least fourteen days Article A.1.3 Notice of at least 14 days the date of meeting. The Board shall send a before the date of meeting. The Board should be given of a regular board meeting prior notice to the Board of Supervisors for shall send a prior notice to the Board of to give all directors an opportunity to attend. appointing persons to attend the meeting. Supervisors for appointing persons to attend For all other board meetings, reasonable the meeting. notice should be given.

– 17 – Original Articles Articles after Amendments Basis of Amendments Article 217 Shareholders shall nominate Added in accordance with the advices from candidates for directors and supervisors regulatory authorities and the requirements strictly in accordance with the procedures in Article 15 of the Guidelines on Corporate stipulated by laws, regulations and the Governance of Commercial Banks. Articles of Association. A shareholder and its related parties shall not nominate Article 15 of the Guidelines on Corporate candidates for director and supervisor Governance of Commercial Banks at the same time; where a candidate for director (or supervisor) nominated Shareholders shall nominate candidates by a shareholder or its related parties for directors and supervisors strictly in is appointed as the Director (or accordance with the procedures stipulated Supervisor), the same shareholder may by laws, regulations and the articles of not subsequently nominate any candidate association of a commercial bank. for supervisor (or director) until the term of the appointed director (or supervisor) Commercial banks shall stipulate in the expires or the appointed director (or articles of association: A shareholder or its supervisor) is replaced; and as a principle related parties shall not nominate candidates director as nominated by the same for director and supervisor at the same shareholder or its related parties shall time; where a candidate for director (or not exceed one-third of the number of supervisor) nominated by a shareholder or its members of the Board of Directors, unless related parties is appointed as the Directors otherwise provided by the government of (or Supervisors), the same shareholder may the PRC. not subsequently nominate any candidate for supervisor (or director) until the term of the appointed director (or supervisor) expires or the appointed director (or supervisor) is replaced; and as principle directors as nominated by the same shareholder or its related parties shall not exceed one third of the number of members of the Board of Directors, unless otherwise provided by the government of the PRC. Article 330 After approval by the banking Article 331 After approval by the banking Adjusted according to actual circumstances. regulatory authorities, these Articles regulatory authorities, these Articles of of Association shall become effective Association shall become effective. The from the date of listing of the H Shares original articles of association of the publicly offered by the Company on the Company shall automatically become invalid Hong Kong Stock Exchange. The original from the date of entry into force of these articles of association of the Company shall Articles of Association. automatically become invalid from the date of entry into force of these Articles of Association.

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