Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. 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