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CHINA ZHESHANG BANK CO., LTD. 浙商銀行股份有限公司 (A joint-stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2016) (Stock Code of Preference Shares: 4610)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION ELECTION OF DIRECTORS OF THE FIFTH SESSION OF THE BOARD AND ELECTION OF SHAREHOLDER REPRESENTATIVE SUPERVISORS AND EXTERNAL SUPERVISORS OF THE FIFTH SESSION OF THE SUPERVISORY COMMITTEE

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION (CURRENT)

Reference is made to the announcement dated December 20, 2017 of China Zheshang Bank Co., Ltd. (the “Bank”) in relation to certain amendments proposed by the board of directors of the Bank (the “Board”) to the articles of association of the Bank (the “Articles of Association”) (Current). The Bank hereby proposes further amendments (the “Proposed Amendments to the Articles of Association (Current)”) 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. The Proposed Amendments to the Articles of Association (Current) have been considered and approved by the Board at the meeting of the Board held on May 7, 2018. The Board has further resolved to submit the Proposed Amendments to the Articles of Association (Current) to the shareholders of the Bank (the “Shareholders”) for their consideration and approval at the 2017 annual general meeting of the Bank to be convened (the “AGM”).

1 The details of the Proposed Amendments to the Articles of Association (Current) are as follows (deletion shown by way of strikethrough and new addition shown by way of underline):

Original Amended Basis of Amendments

Chapter 1 General Provisions Chapter 1 General Provisions

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

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

2 Original Amended Basis of Amendments

Chapter 2 Objectives and Chapter 2 Objectives and Scope of Business Scope of Business

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

The business activities of our Bank are The business activities of our Bank are under the supervision and management under the supervision and management of People’s Bank of China, CBRC and of People’s Bank of China, other competent regulatory authorities. CBRCChina Banking and Insurance Regulatory Commission and other competent regulatory authorities.

3 Original Amended Basis of Amendments

Article 13 Upon approval by CBRC Article 137 Upon approval Amend according to and registration with registration by CBRCbanking regulatory formation of China Banking authorities, the business scope of our authority under the State Council and Insurance Regulatory Bank includes: and registration with registration Commission. authorities, the business scope of our ...... Bank includes:

......

Chapter 3 Capital Chapter 3 Capital

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

4 Original Amended Basis of Amendments

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

5 Original Amended Basis of Amendments

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

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

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

......

6 Original Amended Basis of Amendments

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

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

7 Original Amended Basis of Amendments

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

8 Original Amended Basis of 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.

9 Original Amended Basis of Amendments

Chapter 8 Directors and Board Chapter 8 Directors and Board

Article 127 The Board shall exercise Article 12731 The Board shall exercise Amend according to Article the following functions and powers: the following functions and powers: 21 of the Guidelines on Management and Regulation ...... of Consolidated Financial Statements of Commercial (XXV) To exercise other functions (XXV) To be ultimately responsible Banks (《商業銀行併表管理 and powers as stipulated by laws, for the consolidated statement 與監管指引》). regulations or the Articles of management of our Bank, under which Association and granted by the general to be responsible for formulating the meeting. overall strategic plans, for review and supervision of the 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.

10 Original Amended Basis of Amendments

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

11 Original Amended Basis of Amendments

Article 151 Main duties of the Amend according to actual Consumer Rights Protection situation of establishment of Committee: special committees under the Board of our Bank. (I) To formulate strategies, policies and objectives of the consumer rights protection work;

(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.

12 Original Amended Basis of Amendments

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

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

14 Original Amended Basis of Amendments

(VII) “Total number of voting (IV) The “related parties” in Article 58, shares” mentioned in the Articles of Article 59, Article 60 and paragraph Association only include ordinary (III) in this Article of the Articles of shares and preference shares with Association refer to that if a party has restored voting rights. 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.

15 Original Amended Basis of 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 mentioned in cross references in the texts of this Articles of Association shall be renumerated in correspondence with the additional articles.

The Proposed Amendments to the Articles of Association (Current) will be subject to approval of the Shareholders by way of a special resolution at the AGM and shall be submitted to the China Banking and Insurance Regulatory Commission (the “CBIRC”) for the approval upon being considered and approved at the AGM, which will take effect and be applied on the date upon approval by CBIRC.

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION (A+H)

Reference is made to the announcement dated March 10, 2017 and the circular dated April 13, 2017 of the Bank in relation to the A Share offering of the Bank (the “A Share Offering”). As for 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) (the “Proposed Amendments to the Articles of Association (A+H)”) according to the Proposed Amendments to the Articles of Association (Current) as mentioned in the above section headed “Proposed Amendments to the Articles of Association (Current)”. The Proposed Amendments to the Articles of Association (A+H) have been approved by the Board at the meeting of the Board held on May 7, 2018. The Board has further resolved to submit the Proposed Amendments to the Articles of Association (A+H) to the Shareholders for their consideration and approval at the AGM.

16 The details of the Proposed Amendments to the Articles of Association (A+H) are as follows (deletion shown by way of strikethrough and new addition shown by way of underline):

Basis of Original Amended Amendments

Chapter 1 General Provisions Chapter 1 General Provisions

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

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

17 Basis of Original Amended Amendments

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

18 Basis of Original Amended Amendments

Article 9 The Zheshang Bank Amend according Party Committee shall ensure and to the relevant supervise the Bank’s implementation requirements of of policies and guidelines of the incorporating the Party and the State; implement major Party building work strategic decisions and important into the articles work arrangements of higher-level of association as Party organizations; strengthen its required by the leadership and supervision role in the Constitution of the process of selection and appointment Communist Party of of personnel, uphold the integration of China, higher-level the principle that the Party manages Party committee the officials with the function of and regulatory the Board of Directors in the lawful authorities, with selection of the management and with reference to the lawful exercise of authority of the articles of appointment, promotion and demotion association of some of personnel by the management; listed banks. research and 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 Basis of Original Amended Amendments

Article 10 The Zheshang Bank Party Amend according Committee supports and promotes the to the relevant Bank to abide by the national laws requirements of and regulations as well as various incorporating the supervision and management systems Party building work of the regulatory authorities, and into the articles adhere to the principle of operating of association as in compliance with laws and required by the regulations. The Zheshang Bank Party Constitution of the Committee respects and supports Communist Party of that the Shareholders’ General China, higher-level Meeting, the Board of Directors, the Party committee Supervisory Committee and the senior and regulatory management exercise their powers in authorities, with accordance with the law, and instructs reference to and procures the senior management the articles of to implement the decisions of the association of some Shareholders’ General Meeting and listed banks. the Board of Directors.

Article 11 The Bank implements the Amend according leadership management system of to the relevant “Dual Entry and Cross Appointment”. requirements of Eligible members of the Zheshang incorporating the Bank Party Committee may be Party building work appointed to the Board of Directors, into the articles the Supervisory Committee and the of association as senior management according to the required by the legal procedures, and eligible Party Constitution of the members in the Board of Directors, Communist Party of the Supervisory Committee and China, higher-level the senior management may be Party committee appointed to the Zheshang Bank Party and regulatory Committee in accordance with the authorities, with Party Constitution and the relevant reference to regulations and procedures. the articles of association of some listed banks.

20 Basis of Original Amended Amendments

Chapter 2 Objectives and Chapter 2 Objectives and Scope of Business Scope of Business

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

The business activities of our Bank The business activities of our Bank are under the supervision and are under the supervision and management of People’s Bank of management of People’s Bank of China, CBRC and other competent China, CBRCChina Banking and regulatory authorities. Insurance Regulatory Commission and other competent regulatory authorities.

Article 13 Upon approval by CBRC Article 137 Upon approval Amend according and registration with registration by CBRCbanking regulatory to formation of authorities, the business scope of our authority under the State Council China Banking Bank includes: and registration with registration and Insurance authorities, the business scope of our Regulatory ...... Bank includes: Commission.

......

Chapter 3 Capital Chapter 3 Capital

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

21 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 according provided by the laws, regulations, provided by the laws, regulations, to Article 28 of the rules, regulatory documents and rules, regulatory documents and Interim Measures for Articles of Association to the holders Articles of Association to the holders Equity Management of preferential shares of the Bank, all of preferential shares of the Bank, all of Commercial shareholders of our Bank shall have shareholders of our Bank shall have Banks. the following obligations: the following obligations:

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

......

22 Basis of Original Amended Amendments

(V) not to seek improper advantages (VVI) not to seek improper or interfere with the decision- advantages or interfere with making rights and management rights the decision-making rights and entrusted to the Board and members management rights entrusted to of senior management in line with the the Board and members of senior Articles of Association, not to bypass management in line with the Articles the Board and senior management of Association, not to bypass the and directly intervene in our Bank’s Board and senior management and operations and management, and not directly intervene in our Bank’s to damage the interests of our Bank operations and management, and not and the legal rights and interests of to damage the interests of our Bank other stakeholders; and the legal rights and interests of other stakeholders; (VI) shall not abuse their rights to damage interests of our Bank or other (VIVII) shall not abuse their rights to shareholders; shareholders shall not damage interests of our Bank or other abuse the independent legal person shareholders; shareholders shall not status of our Bank or the limited abuse the independent legal person liability of shareholders to damage the status of our Bank or the limited interests of creditors of our Bank. liability of shareholders to damage the interests of creditors of our Bank. Shareholders shall bear the legal liability of compensation for damage Shareholders shall bear the legal to our Bank or other shareholders by liability of compensation for damage abusing of the shareholders’ rights. to our Bank or other shareholders by abusing of the shareholders’ rights. Shareholders shall bear the several and joint liability for debt of our Shareholders shall bear the several Bank for serious damage to interests and joint liability for debt of our of creditors of our Bank by abusing Bank for serious damage to interests the independent legal person status of of creditors of our Bank by abusing our Bank and the limited liability of the independent legal person status of shareholders to evade debts; our Bank and the limited liability of shareholders to evade debts;.

23 Basis of Original Amended Amendments

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

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 Basis of Original Amended Amendments

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

25 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 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.

26 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 exercise Amend according exercise the following functions and the following functions and powers: to Article 21 of powers: the Guidelines ...... on Management ...... and Regulation (XXV) To be ultimately responsible of Consolidated (XXV) To exercise other functions for the consolidated statement Financial Statements and powers as stipulated by laws, management of our Bank, under of Commercial regulations or the Articles of which to be responsible for Banks (《商業銀行 Association and granted by the formulating the overall strategic plans, 併表管理與監管指 general meeting. for review and supervision of the 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 Basis of Original Amended Amendments

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

28 Basis of Original Amended Amendments

Article 180 Main duties of the Amend according Inclusive Finance Development to actual situation Committee: of establishment of special committees (I) To formulate the strategic under the Board of development planning and basic our Bank. management system of inclusive finance business 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 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 Interim Measures for Equity (III) Substantial shareholders refer (III) Substantial shareholders refer Management of to the shareholders who can directly, to the shareholders who can directly, Commercial Banks. indirectly, or jointly hold or control indirectly, or jointly hold or control more than 5% of the shares or more than 5% of the shares or voting rights of our Bank and have a voting rights of our Bank and have a significant impact upon the decision- significant impact upon the decision- making of our Bank. making of our Bankthe shareholders who hold or control more than 5% (IV) The banking regulatory of the shares or voting rights of our authority under the State Council Bank, or hold less than 5% of total refers to China Banking Regulatory capital or total shares but have a Commission or authorized branches significant impact upon the operation thereof. and management of our Bank. The shareholding ratio of shareholders and (V) The meaning of the “accounting its related parties and persons acting firm” mentioned in the Articles of in concert shall be calculated together. Association is the same as that of “auditors” as referred to in the Hong The “significant impact” above Kong Listing Rules. includes but not limited to the nomination of directors, supervisors (VI) “Senior management” mentioned or senior management of our Bank, in the Articles of Association refers to affecting through an agreement or in our Bank’s president, vice presidents, other ways, the decision-making in president assistants and other finance, operation and management senior executives recognized by the of our Bank, and other circumstances regulatory authority. affirmed by the banking regulatory authority under the State Council.

30 Basis of Original Amended Amendments

(VII) “Total number of voting (IV) The “related parties” in Article shares” mentioned in the Articles of 63, Article 64, Article 65 and Association only include ordinary paragraph (III) in this Article of the shares and preference shares with Articles of Association refer to that restored voting rights. if a party has the power to control, jointly control or exercise significant (VIII) Cumulative voting system influence over another party, or where means that when electing directors two or more parties are subject to or supervisors at a general meeting, common control, joint control or each share shall have the same significant influence from another number of votes as the number party, they are considered to be related of directors or supervisors to be parties, according to the Accounting elected, and the voting rights owned Standard for Business Enterprises 36 by the shareholders may be used “Related Party Disclosures”. However, cumulatively. 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.

31 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.

(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.

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.

The Proposed Amendments to the Articles of Association (A+H) will be subject to approval of the Shareholders by way of a special resolution at the AGM 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.

32 ELECTION OF DIRECTORS OF THE FIFTH SESSION OF THE BOARD

At the meeting of the Board held on May 7, 2018, 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 foregoing nominations were also resolved to be submitted to Shareholders for their consideration and approval at the AGM. The biographical details for the director (“Director”) candidates of the fifth session of the Board are set out as below:

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 (“CPC”) 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.

33 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 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.

34 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. (浙江省農都農產品有限公司) 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, 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. (浙江省金融控 股有限公司), chairman of the Board of supervisors of Zhejiang Industry Fund, executive supervisor of Zhejiang Guarantee Group and director of Yongan Futures Co., Ltd. (永安期貨股份有限公司).

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. 35 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 (商務部市場運行 調節司); 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 (商務部駐杭 州特辦調研處); from June 2011 to March 2012, he acted as assistant general manager of HXFB Financial & Investment Management Co., Ltd. (華夏富邦金融投資管理有限公司); from March 2012 to August 2014, he served as deputy general manager of investment banking division, general manager and assistant general manager of corporate financing division and general manager of investment banking division of ABC International (China) Investment Co., Ltd. (農銀國際（中國）投 資有限公司); 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. (安邦資產管理有限責任公司), 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, 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).

36 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 headquarter 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.

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.

37 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 (紹興縣象緯 學校); from February 1993 to January 1994, he acted as secretary of Shaoxing Yongli Industrial Corporation (紹興永利實業總公司); from February 1994 to January 1998, he worked as manager of the Treasury Department of Zhejiang Yongli Industry Group Co., Ltd. (浙江永利實業集團 有限公司); from February 1998 to January 2000, he served as director of the polyester factory of Zhejiang Yongli Group (浙江永利集團); from February 2000 to February 2001, he acted as chairman of Shaoxing Motor Mart Co., Ltd. (紹興汽車城有限責任公司); 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. (浙江領雁資本管理有限公司); since April 2017 till now, he has served as director of Zhejiang Shaoxing Ruifeng Rural Commercial Bank Co., Ltd. (浙江紹興瑞豐農村商業銀行股份有 限公司).

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., 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.

38 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 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 Myshare Bank of Wenzhou; 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); 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.

39 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 pro-vice chancellor and 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 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 Three 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.

40 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 members’ group 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 members’ group 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 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.

41 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 its eligibility by CBIRC. Upon the approval at the AGM and the ratification of their eligibility by CBIRC, the Bank will enter into a service contract with each of the Director candidates. 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 remunerations 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 announcement, 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 announcement, each Director candidate has no relationship with any Directors, supervisors, senior management or substantial Shareholders (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”)) of the Bank.

As at the date of this announcement, save as disclosed in this announcement, 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 announcement, 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.

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 of Hong Kong Limited (the “Stock Exchange”).

42 ELECTION OF SHAREHOLDER REPRESENTATIVE SUPERVISORS AND EXTERNAL SUPERVISORS OF THE FIFTH SESSION OF THE SUPERVISORY COMMITTEE

At the meeting of the supervisory committee of the Bank (the “Supervisory Committee”) held on May 7, 2018, 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; such nominations were also resolved to be submitted to Shareholders for their consideration and approval at the AGM. The biographical details for the foregoing supervisor (the “Supervisor”) candidates of the fifth session of the Supervisory Committee are set out as below:

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 Members’ Group, secretary of the Youth League Committee, secretary of the Party Members’ Group 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 Working Committee of the National People’s Congress of Keyan Street, Shaoxing County, secretary of the Party Committee and director of the Working Committee of the National People’s Congress of Keqiao Street, Shaoxing County, director and secretary of the Party Members’ Group of Shaoxing County Economic and Trade Bureau, secretary of the Party Members’ Group and director of the Housing Demolition Management Office of Shaoxing

43 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 Members’ Group at the Industry & Commerce Association of Shaoxing County (紹興縣工商業聯合會), director of the Ethnic and Religious Affairs Bureau of Shaoxing County and deputy secretary of the Party Members’ Group and director of the Statistics Bureau of Keqiao District (Shaoxing County); from November 2013 to March 2014, he acted as secretary of the Party Members’ Group 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. (紹興天然氣投資有限公司) 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. (紹興市柯橋區中國輕紡城市場開發經營集團) 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 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.

44 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 (東陽化 工廠); 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. (杭州國創投資管理有限公司); 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,

45 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.

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 announcement, 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 announcement, 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.

As at the date of this announcement, save as disclosed in this announcement, 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 announcement, 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.

46 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 of the Bank and the Stock Exchange.

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

Hangzhou, the PRC May 7, 2018

As of the date of this announcement, 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.

47