Bank of Jiujiang Co., Ltd.* 九江銀行股份有限公司* THIS CIRCULAR
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Bank of Jiujiang Co., Ltd.*, you should at once hand this circular, together with the form(s) of proxy and the reply slip(s) to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s). 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. Neither this circular nor any copy thereof may be released into or distributed in the United States or any other jurisdiction where such release or distribution might be unlawful. The Offshore Preference Shares and the H Shares issuable upon conversion of the Offshore Preference Shares have not been and will not be registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”) or the securities laws of any State of the United States or other jurisdiction, and the Offshore Preference Shares may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable State or local securities laws. There is no intention to register any portion of any securities described herein in the United States or to conduct a public offering of securities in the United States. Bank of Jiujiang Co., Ltd.* 九江銀行股份有限公司* (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock code: 6190) 2020 REPORT OF THE BOARD OF DIRECTORS 2020 REPORT OF THE BOARD OF SUPERVISORS 2020 ANNUAL REPORT 2020 EVALUATION REPORT OF DIRECTORS AND SENIOR MANAGEMENT FROM THE BOARD OF DIRECTORS 2020 EVALUATION REPORT OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT FROM THE BOARD OF SUPERVISORS 2020 EVALUATION REPORT OF SHAREHOLDERS 2020 FINAL FINANCIAL ACCOUNTS 2021 FINANCIAL BUDGET PLAN 2020 PROFIT DISTRIBUTION PLAN ENGAGEMENT OF 2021 ACCOUNTING FIRMS PROPOSED ELECTION OF MR. SHI ZHISHAN AS THE NON-EXECUTIVE DIRECTOR OF THE SIX SESSION OF THE BOARD OF DIRECTORS OF THE BANK 2020 SPECIAL REPORT ON RELATED PARTY TRANSACTIONS ESTIMATE AMOUNT OF THE RECURRING RELATED PARTY TRANSACTIONS FOR THE YEAR 2021 2021 CAPITAL EXPENDITURE BUDGET REPORT OF THE BANK AMENDMENTS TO THE EQUITY PLEDGE MANAGEMENT MEASURES OF BANK OF JIUJIANG CO., LTD.* REPLENISHMENT OF OTHER TIER-ONE CAPITAL THROUGH A CONVERTIBLE NEGOTIATED DEPOSIT NOTICE OF THE 2020 ANNUAL GENERAL MEETING AND NOTICE OF THE 2021 FIRST H SHAREHOLDERS CLASS MEETING The Letter from the Board is set out on pages 4 to 13 of this circular. The AGM will be held at 10:00 a.m. on Friday, 25 June 2021 at the Conference Room on 4th Floor, Bank of Jiujiang Mansion, No. 619 Changhong Avenue, Lianxi District, Jiujiang, Jiangxi Province, the PRC, the 2021 First Domestic Shareholders Class Meeting will be held at the Conference Room on 4th Floor, Bank of Jiujiang Mansion, No. 619 Changhong Avenue, Lianxi District, Jiujiang, Jiangxi Province, the PRC on the same day immediately after the conclusion of the AGM, and the 2021 First H Shareholders Class Meeting will be held at the Conference Room on 4th Floor, Bank of Jiujiang Mansion, No. 619 Changhong Avenue, Lianxi District, Jiujiang, Jiangxi Province, the PRC on the same day immediately after the conclusion of the 2021 First Domestic Shareholders Class Meeting. The notice of the AGM and the notice of the 2021 First H Shareholders Class Meeting are set out on pages 45 to 51 of this circular and were despatched on 11 May 2021. If you intend to attend the AGM and/or the 2021 First H Shareholders Class Meeting (in person or by proxy), you are required to complete the reply slip(s) which were despatched by the Bank on 11 May 2021 in accordance with the instructions printed thereon and deliver the reply slip(s) to the H Share Registrar of the Bank, Computershare Hong Kong Investor Services Limited (for the H Shareholders) or the office of the Board of Directors of the Bank (for the Domestic Shareholders) on or before Saturday, 5 June 2021. Whether or not you intend to attend and/or vote at the AGM and/or the 2021 First H Shareholders Class Meeting in person, you are required to complete the form(s) of proxy in accordance with the instructions printed on the Revised Proxy Form for the AGM and the Proxy Form for the 2021 First H Shareholders Class Meeting and deliver the proxy form(s) to the H Share Registrar of the Bank, Computershare Hong Kong Investor Services Limited (for the H Shareholders) or the office of the Board of Directors of the Bank (for the Domestic Shareholders) as soon as possible and in any event not less than 24 hours before the scheduled time for the holding of the AGM and/or the 2021 First H Shareholders Class Meeting or not less than 24 hours before the scheduled time for the holding of any adjournment thereof. Completion and return of the Revised Proxy Form for the AGM and the Proxy Form for the 2021 First H Shareholders Class Meeting will not preclude you from attending in person or voting at the AGM and/or the 2021 First H Shareholders Class Meeting or any adjournment thereof should you so wish. 4 June 2021 * Bank of Jiujiang 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. CONTENT DEFINITIONS ....................................................... 1 LETTER FROM THE BOARD ........................................... 4 APPENDIX I - 2020 EVALUATION REPORT OF DIRECTORS AND SENIOR MANAGEMENT FROM THE BOARD OF DIRECTORS ......... 14 APPENDIX II - 2020 EVALUATION REPORT OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT FROM THE BOARD OF SUPERVISORS ....................................... 21 APPENDIX III - 2020 EVALUATION REPORT OF SHAREHOLDERS ............. 32 APPENDIX IV - 2020 SPECIAL REPORT ON RELATED PARTY TRANSACTIONS ... 36 APPENDIX V - ESTIMATE AMOUNT OF THE RECURRING RELATED PARTY TRANSACTIONS FOR THE YEAR 2021 .................... 39 APPENDIX VI - EXPLANATION TABLE ON THE PROPOSED AMENDMENTS TO THE EQUITY PLEDGE MANAGEMENT MEASURES OF BANK OF JIUJIANG CO., LTD.* ............................... 40 NOTICE OF THE 2020 ANNUAL GENERAL MEETING ........................ 45 NOTICE OF THE 2021 FIRST H SHAREHOLDERS CLASS MEETING .............. 49 - i - DEFINITIONS In this circular, unless the context otherwise requires, the following terms shall have the meanings set out below: “AGM” The 2020 AGM of the Bank to be held at 10:00 a.m. on Friday, 25 June 2021 at the Conference Room on 4th Floor, Bank of Jiujiang Mansion, No. 619 Changhong Avenue, Lianxi District, Jiujiang, Jiangxi Province, the PRC “Articles of Association” the articles of association of the Bank, which may be amended, supplemented or otherwise modified from time to time “Bank” Bank of Jiujiang Co., Ltd.* (九江銀行股份有限公司*), a joint stock company incorporated on 17 November 2000 in Jiangxi Province, China with limited liability in accordance with PRC laws and regulations and, if the context requires, includes its predecessors, subsidiaries, branches and sub-branches “Board” or “Board of Directors” the board of Directors of the Bank “Board of Supervisors” the board of Supervisors of the Bank “CBIRC” China Banking and Insurance Regulatory Commission (中國銀行保 險監督管理委員會), and, if the context requires, includes its predecessor, China Banking Regulatory Commission (中國銀行業 監督管理委員會) “China” or “PRC” the People’s Republic of China, for the purpose of this circular, excludes Hong Kong, Macau Special Administrative Region of the PRC and Taiwan region “Class Meetings” The 2021 First Class Meeting for Domestic Shareholders and the 2021 First Class Meeting for H Shareholders of the Bank to be held immediately following the conclusion of the AGM, on Friday, 25 June 2021 at the Conference Room on 4th Floor, Bank of Jiujiang Mansion, No. 619 Changhong Avenue, Lianxi District, Jiujiang, Jiangxi Province, the PRC “Director(s)” the director(s) of the Bank “Domestic Share(s)” the Ordinary Share(s) issued by the Bank in the PRC with a par value of RMB1.00 each, which are subscribed for or credited as paid up in RMB “Domestic Shareholder(s)” the holder(s) of the Domestic Shares - 1 - DEFINITIONS “H Shares(s)” overseas listed foreign Ordinary Share(s) of par value RMB1.00 each in the share capital of the Bank, which are listed on the Stock Exchange and traded in Hong