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THIS DOCUMENT IS IN DRAFT FORM. THE INFORMATION CONTAINED HEREIN IS INCOMPLETE AND IS SUBJECT TO CHANGE. THIS DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. OUR HISTORY AND DEVELOPMENT

OUR HISTORY

Overview

Our Bank is a leading city commercial bank initiated by provincial government and headquartered in , Guizhou Province, . We were established with the name “Bank of Guizhou Co., Ltd.” on September 28, 2012 in accordance with relevant PRC laws and regulations. According to the Several Opinions of the State Council on Further Promoting the Sound and Rapid Economic and Social Development of Guizhou (Guo Fa [2012] No. 2) (《國 務院關於進一步促進貴州經濟社會又好又快發展的若干意見》(國發[2012]2號), the Notice of the General Office of Provincial People’s Government on Establishment of Preparatory Group for Bank of Guizhou (Qian Fu Ban Han [2011] No. 28) (《省人民政府辦公廳關於成立貴州銀 行籌備組的通知》(黔府辦函[2011]28號)), the Request from the People’s Government of Guizhou Province for Supporting the Establishment of Bank of Guizhou (Qian Fu Han [2011] No. 354) (貴州省人民政府關於懇請支持我省組建貴州銀行的請示》(黔府函[2011]354號)), the Approval of CBRC in relation to the Establishment of Bank of Guizhou Co., Ltd. (Yin Jian Fu [2012] No. 185) (《中國銀監會關於籌建貴州銀行股份有限公司的批復》(銀監復[2012]185 號)), and the Approval from CBRC Guizhou Office in relation to Business Commencement of Bank of Guizhou Co., Ltd. (Qian Yin Jian Fu [2012] No. 231) (《貴州銀監局關於貴州銀行股 份有限公司開業的批復》(黔銀監復[2012]231號)), our Bank was established with a registered capital of RMB3,241,214,789.72 by the merger of the former City Commercial Bank Co., Ltd. (“Zunyi City Commercial Bank”), the former City Commercial Bank Co., Ltd. (“Liupanshui City Commercial Bank”), and the former City Commercial Bank Co., Ltd. (“Anshun City Commercial Bank”). Former shareholders of Zunyi City Commercial Bank, Liupanshui City Commercial Bank and Anshun City Commercial Bank became shareholders of our Bank following the completion of the merger and reorganization.

The principal businesses of our Bank comprise of corporate banking, retail banking and financial markets. In our corporate banking business, we provide our corporate customers with diversified financial products and services, including corporate loans, corporate deposits and fee- and commission-based products and services. In our retail banking business, we offer a wide range of products and services to our retail customers, including loans, deposits, bank cards, and other fee- and commission-based services. Our financial markets business primarily includes investment business, money-market transactions, debt securities underwriting and distribution, interbank discount and rediscounts of bills, as well as asset management business.

– 142 – THIS DOCUMENT IS IN DRAFT FORM. THE INFORMATION CONTAINED HEREIN IS INCOMPLETE AND IS SUBJECT TO CHANGE. THIS DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. OUR HISTORY AND DEVELOPMENT

Milestones

Our important milestones so far are as follows:

April 2012 The then CBRC approved the establishment of our Bank

September 2012 Our Bank was registered and established as the name Bank of Guizhou Co., Ltd.

February 2013 Our Bank’s launched the first tranche “Gui Yin Heng Li (貴銀恒 利)” series wealth management products

August 2013 Our Bank issued “Qianxiu Card” debit card to retail clients

March 2014 Our Bank’s Branch, which is our first newly-established branch, was established

April 2014 Our Bank put into use its new-generation IT system

April 2015 Our Bank issued “Union Card” to employees of government, public utilities and high quality enterprises as accounts for giving union benefits

October 2016 Our Bank’s branches and sub-branches were established across all 88 counties within Guizhou Province

December 2016 Our Bank’s total assets exceeded RMB200 billion

May 2018 Our Bank obtained the approval of opening public-facing credit card business from the CBIRC Guizhou Office

November 2018 Our Bank successfully issued our first tranche green bonds

December 2018 Our Bank’s total assets exceeded RMB300 billion

December 2018 Our Bank was awarded “The Best Online Bank Security in Regional Commercial Bank in 2018” by China Financial Certification Authority

– 143 – THIS DOCUMENT IS IN DRAFT FORM. THE INFORMATION CONTAINED HEREIN IS INCOMPLETE AND IS SUBJECT TO CHANGE. THIS DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. OUR HISTORY AND DEVELOPMENT

Establishment

Zunyi City Commercial Bank, Liupanshui City Commercial Bank and Anshun City Commercial Bank (collectively referred to as the “Three Banks”) agreed to establish our Bank by merger and reorganization and signed a promoters agreement on December 7, 2011. The Three Banks were dissolved upon the incorporation of our Bank, and the original creditor’s rights, debts, taxes and owners’ equities of the Three Banks were inherited by our Bank. The registered capital of our Bank at the time of its establishment was RMB3,241,214,789.72.

On April 18, 2012, the CBRC approved the establishment of our Bank by merger and reorganization of the Three Banks in the Approval of CBRC in relation to the Establishment of Bank of Guizhou Co., Ltd. (Yin Jian Fu [2012] No. 185) (《中國銀監會關於籌建貴州銀行 股份有限公司的批復》(銀監復[2012]185號)). The then CBRC Guizhou Office was responsible for directing the merger and reorganization of the Three Banks.

Details of the Three Banks before merger and reorganization are set out in the following table:

Registered Date of capital (RMB Bank establishment Place in millions)1 Principal businesses Zunyi City June 5, 2001 Zunyi City, 567.9 Taking deposits from the public; Commercial Guizhou extending short-term, medium-term Bank Province, and long-term loans; effecting PRC domestic payment settlements; discounting instruments; issuing financial bonds; acting as the issuing agent, payment agent and underwriter of government bonds; and other businesses approved by regulatory authorities.

Liupanshui City May 23, 2008 Liupanshui 592.4 Taking deposits from the public, Commercial City, extending short-term, medium-term Bank Guizhou and long-term loans, effecting Province, domestic payment settlements, PRC accepting and discounting instruments, entrusted deposits and entrusted loans, and other businesses approved by regulatory authorities.

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Registered Date of capital (RMB Bank establishment Place in millions)1 Principal businesses Anshun City January 14, Anshun 400.0 Taking deposits from the public, Commercial 2002 City, extending short-term, medium-term Bank Guizhou and long-term loans, effecting Province, domestic payment settlements, PRC accepting and discounting instruments, entrusted deposits and entrusted loans, and other businesses approved by regulatory authorities.

1. As of June 30, 2012

After the merger and reorganization of the Three Banks and upon approval by the then CBRC Guizhou Office in the Approval from CBRC Guizhou Office in relation to Business Commencement of Bank of Guizhou Co., Ltd. (Qian Yin Jian Fu [2012] No. 231) (《貴州銀 監局關於貴州銀行股份有限公司開業的批復》(黔銀監復[2012]231號)) on September 26, 2012, our Bank was established as a joint stock company on September 28, 2012 and the Three Banks automatically ceased to be corporate bodies. The registered capital of our Bank at the time of its establishment was RMB3,241,214,789.72.

Though there were certain defects in the regulatory procedures of the merger and reorganization of the Three Banks, King & Wood Mallesons, our PRC legal advisors, are of the view that, because (i) the merger and reorganization was approved by then competent authorities, (ii) the registered capital of our Bank was verified, (iii) there is no dispute or objection raised by the creditors of The Three Banks or other relevant parties, and (iv) People’s Government of Guizhou issued confirmation letter on 6 May 2019 confirming that the establishment of our Bank complied with laws and is effective, the defects have no material or adverse effect on our Bank’s operations and financial conditions and will not result in any material adverse effect on the [REDACTED] of our Bank.

– 145 – THIS DOCUMENT IS IN DRAFT FORM. THE INFORMATION CONTAINED HEREIN IS INCOMPLETE AND IS SUBJECT TO CHANGE. THIS DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. OUR HISTORY AND DEVELOPMENT

Changes in registered capital

Our registered capital was RMB3,241,214,789.72 at the time of incorporation. After several rounds of registered capital injection, our registered capital was increased to RMB12,388,046,744 as of the Latest Practicable Date. The changes in our registered capital are summarized as follows:

Date of registration of the change Description of change July 2015 Our registered capital changed from RMB3,241,214,789.72 to RMB7,199,389,101.79, of which RMB3,500,360,100.00 was contributed in cash by 59 non-individual shareholders and 2,228 individual shareholders before March 27, 2015, with the rest of RMB457,814,212.07 transferred from capital reserve to paid-up capital.

In July 2015, our Bank completed the registration for the above change in registered capital with the Industry and Commerce Administration Bureau of Guizhou Province and obtained the renewed business license.

December 2017 Our registered capital changed from RMB7,199,389,101.79 to RMB9,699,345,232.77, of which RMB1,422,256,130.98 was contributed in cash by 15 non-individual shareholders and 292 individual shareholders before December 30, 2015, RMB1,039,700,000.00 was contributed in cash by eight non-individual shareholders before December 28, 2016 and RMB38,000,000.00 was contributed in cash by one corporate shareholder before March 13, 2017.

In December 2017, our Bank completed the registration for the above changes in registered capital with the Industry and Commerce Administration Bureau of Guizhou Province and obtained the renewed business license.

May 2019 Our registered capital changed from RMB9,699,345,232.77 to RMB12,388,046,744.00, of which RMB1,563,700,000.00 was contributed in cash by 25 non-individual shareholders before December 31, 2017 and RMB1,125,000,000.00 was contributed in cash by three non-individual shareholders before April 2, 2018. RMB1,511.23 was contributed in cash by a non-individual shareholder before January 23, 2019.

In May 2019, our Bank completed the registration for the above changes in registered capital with the Administration for Market Regulation of Guizhou Province and obtained the renewed business license.

– 146 – THIS DOCUMENT IS IN DRAFT FORM. THE INFORMATION CONTAINED HEREIN IS INCOMPLETE AND IS SUBJECT TO CHANGE. THIS DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. OUR HISTORY AND DEVELOPMENT

Though there were certain defects in the regulatory procedures of the above changes in our Bank’s registered capital, King & Wood Mallesons, our PRC legal advisors, are of the view that, because (i) the previous changes of registered capital of our Bank was in line with the relevant approvals of CBRC Guizhou Office, (ii) the capital verification procedures and the registration procedure with local industry and commerce administration bureau were completed, (iii) there is no dispute or objection raised by any Shareholder, state-owned asset administration authority or other regulatory authorities as of the Latest Practicable Date and no penalty is sanctioned against our Bank, and (iv) People’s Government of Guizhou issued confirmation letter on May 6, 2019 confirming that the establishment of our Bank and the changes in the share capital of our Bank complied with the relevant PRC laws and regulations in general, and there is no dispute or potential dispute or other issue on loss of state-owned assets, the defects in the above changes in our Bank’s registered capital have no material or adverse effect on our Bank’s registered capital and shareholding and do not and will not result in any material legal impediment on the [REDACTED] of our Bank.

Issuance of bonds

Issuance of tier-two capital bonds

On June 15, 2018, with the approval from then CBRC Guizhou Office and PBOC, our Bank issued 10-year fixed-rate bonds of RMB1.8 billion, with a coupon rate of 5.00% (interest will be paid on an annual basis). From December 4, 2018 to December 6, 2018, with the approval from then CBRC Guizhou Office and PBOC, our Bank issued 10-year fixed-rate bonds of RMB1 billion, with a coupon rate of 5.50% (interest will be paid on an annual basis). Our Bank has the right to redeem the bonds prematurely, with the prior approval of CBIRC, if the prerequisites for exercising the redemption right are met. Our Bank may choose to redeem the bonds at face value in full or in part on the last day of the fifth interest-bearing year of such bonds.

Issuance of green bonds

From November 16, 2018 to November 20, 2018, with the approval from then CBRC Guizhou Office and PBOC, our Bank issued 3-year fixed-rate green financial bonds of RMB3 billion, with a coupon rate of 4.03% (interest will be paid on an annual basis). The bondholders shall not sell back such bonds prematurely.

From December 3, 2018 to December 5, 2018, with the approval from then CBRC Guizhou Office and PBOC, our Bank issued 3-year fixed-rate green financial bonds of RMB2 billion, with a coupon rate of 4.00% (interest will be paid on an annual basis). The bondholders shall not sell back such bonds prematurely.

– 147 – THIS DOCUMENT IS IN DRAFT FORM. THE INFORMATION CONTAINED HEREIN IS INCOMPLETE AND IS SUBJECT TO CHANGE. THIS DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. OUR HISTORY AND DEVELOPMENT

Shareholding and Group Structure of our Bank

Shareholding structure

As of the Latest Practicable Date, our Bank had 195 non-individual shareholders and 5,112 individual shareholders, which hold approximately 93.88% and 6.12% of our Bank’s shares, respectively. As of the Latest Practicable Date, there were four shareholders severally and directly holding at least 5% of our Bank’s Shares, namely Guizhou Provincial Finance Bureau, Kweichow Moutai, GuiAn New Development and Investment and Zunyi City State-owned Assets Investment, which directly held 15.49%, 14.13%, 8.48% and 5.80% of our Bank’s Shares respectively. To the best knowledge of our Bank after making due and careful inquiries, these four shareholders are independent from each other.

As of the Latest Practicable Date, our Bank was unable to verify the equity of 47 non-individual shareholders and 549 individual shareholders (including persons we could not contact) jointly holding approximately 3.91% of our Bank’s shares. According to the opinions of our PRC legal advisors, King & Wood Mallesons, the circumstance that we are unable to verify shareholders’ equity will not have any material adverse impact on the certainty and stability of our Bank’s equity structure.

Immediately prior to the [REDACTED]

The following table sets forth our shareholding structure as of the Latest Practicable Date and immediately prior to the [REDACTED]:

GuiAn New District Guizhou Provincial Zunyi City State-owned Other Non-individual Individual Kweichow Moutai(1) Development and Finance Bureau Assets Investment(3) Shareholders(4) Shareholders(5) Investment(2)

100%

Zunyi City Mingcheng State-owned Assets Investment

15.49% 14.13% 8.48% 5.80%0.27% 49.72% 6.12%

The Bank

(1) Kweichow Moutai is a wholly state-owned entity owned by the State-owned Assets Supervision and Administration Commission of Guizhou Province and primarily engaged in production and management of alcoholic products. (2) GuiAn New District Development and Investment is a state-controlled entity. Guizhou GuiAn New Area Management Committee (貴州貴安新區管理委員會), Guizhou Financial Holding Group Co., Ltd. (貴州 金融控股集團有限責任公司), Guiyang Holdings Group Co., Ltd. and Poly Xinlian Blasting Engineering Group. Co., Ltd. (保利新聯爆破工程集團有限公司) holds 95.5%, 2.5%, 1.0% and 1.0% of the issued share capital of GuiAn New District Development and Investment, respectively. GuiAn New District Development and Investment mainly engages in the development and construction of GuiAn New Area. (3) Zunyi City State-owned Assets Investment is a state-controlled entity. Zunyi Financial Holdings Group Co., Ltd., which is wholly owned by State-owned Assets Supervision and Administration Commission of Zunyi Municipal, holds 73.5% of the issued share capital of Zunyi City State-owned Assets Investment. China Development Fund Co., Ltd. (國開發展基金有限公司), which is wholly-owned by China Development Bank (國家開發銀行), holds 26.5% of the issued share capital of Zunyi City State-owned Assets Investment. Zunyi City State-owned Assets Investment mainly engages in capital management, industry investment, financing guarantee, city construction development and financial services. (4) Represents 190 other non-individual shareholders with shareholding percentage of each of these non-individual Shareholders not exceeding 3.5%. (5) Represents 5,112 individual shareholders with shareholding percentage of each of these individual Shareholders not exceeding 0.025%.

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Immediately after completion of the [REDACTED]

The following table sets forth our Bank’s equity structure immediately after completion of the [REDACTED] (assuming the [REDACTED] is not exercised and the number of shares transferred by the following shareholders remained unchanged as of the Latest Practicable Date):

GuiAn New District Guizhou Provincial Zunyi City State-owned Other Non-individual Individual Public Shareholders (1) Development and Finance Bureau Kweichow Moutai Assets Investment(3) Shareholders(4) Shareholders(5) of H Shares Investment(2)

100%

Zunyi City Mingcheng State-owned Assets Investment

[REDACTED]% [REDACTED]% [REDACTED]% [REDACTED]% [REDACTED]% [REDACTED]% [REDACTED]% [REDACTED]%

The Bank

(1) Kweichow Moutai is a wholly state-owned entity owned by the State-owned Assets Supervision and Administration Commission of Guizhou Province and primarily engaged in production and management of alcoholic products. (2) GuiAn New District Development and Investment is a state-controlled entity. Guizhou GuiAn New Area Management Committee (貴州貴安新區管理委員會), Guizhou Financial Holding Group Co., Ltd. (貴州 金融控股集團有限責任公司), Guiyang Holdings Group Co., Ltd. and Poly Xinlian Blasting Engineering Group. Co., Ltd. (保利新聯爆破工程集團有限公司) holds 95.5%, 2.5%, 1.0% and 1.0% of the issued share capital of GuiAn New District Development and Investment, respectively. GuiAn New District Development and Investment mainly engages in the development and construction of GuiAn New Area. (3) Zunyi City State-owned Assets Investment is a state-controlled entity. Zunyi Financial Holdings Group Co., Ltd., which is wholly owned by State-owned Assets Supervision and Administration Commission of Zunyi Municipal, holds 73.5% of the issued share capital of Zunyi City State-owned Assets Investment. China Development Fund Co., Ltd. (國開發展基金有限公司), which is wholly-owned by China Development Bank (國家開發銀行), holds 26.5% of the issued share capital of Zunyi City State-owned Assets Investment. Zunyi City State-owned Assets Investment mainly engages in capital management, industry investment, financing guarantee, city construction development and financial services. (4) Represents 190 other non-individual shareholders holding domestic shares with shareholding percentage of each of these non-individual Shareholders not exceeding 3.0%. (5) Represents 5,112 individual shareholders holding domestic shares with shareholding percentage of each of these individual Shareholders not exceeding 0.025%.

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ORGANIZATIONAL AND MANAGEMENT STRUCTURE

The following chart sets forth our Bank’s main organizational and management structure as of the Latest Practicable Date:

Shareholders’ General Meeting

Board of Directors Board of Supervisors

Office of the Board of Directors Senior Management Office of the Board of Supervisors Department Micro and Small Audit Department Poverty Alleviation Poverty Labor Union Office Finance Department Security Department Business Department Credit Card Department Product R&D Department Credit Review Department Credit Review Green Finance Department Accounting and Settlement Internet Finance Department Centralized Operation Center Financial Market Department Financial Market Personal Business Department Risk Management Department Asset Preservation Department Asset Preservation Asset Management Department Corporate Business Department/ Transaction Banking Department Transaction Party-masses Affairs Affairs Party-masses Department/ Institutional Business Department Department of the Party Committee Department of the Party Department of the Party Committee Department of the Party Legal and Compliance Department Legal Planning and Financial Department Information Technology Department Information Technology Office of Party Committee for Organs of Office Office/Office of Party Committee/Publicity of Office/Office Inspection Office of the Party Committee of the Inspection Office Administration and Logistics Department Human Resources Department/Organization Office of Discipline Committee for Organs Office Investment Banking Department Investment

CORPORATE GOVERNANCE STRUCTURE

We have established and further developed a corporate governance structure comprising shareholders’ general meeting, the Board, the Board of Supervisors and the senior management.

Board of Directors

Our Board is accountable to our shareholders and is responsible for, among others, determining our business and development strategy, risk management and internal control, and appointment of our senior management. Our Board has established certain special committees, including the Strategic Development Committee, the Audit Committee, the Risk and Related Party Transactions Management Committee, the Nomination and Remuneration Committee and the Consumer Rights Protection and Social Responsibility Committee. Each committee shall report to our Board. For details, see “Directors, Supervisors and Senior Management.”

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Board of Supervisors

The Board of Supervisors is accountable to our shareholders and is responsible for supervising the performance of duties by the Board and the senior management as well as our finance, risk management and internal control. The Board of Supervisors has established a Nomination, Remuneration and Evaluation Committee and a Supervision Committee and each committee shall report to the Board of Supervisors. For details, see “Directors, Supervisors and Senior Management.”

Senior Management

Our senior management consists of the President, Vice President and other personnels. The President organizes the business activities of our Bank according to the laws and regulations, the Articles of Association and the authorization of the Board. For details, see “Directors, Supervisors and Senior Management.”

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