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

HISTORY Our history can be traced back to the first rural credit cooperative in established in 1952. In 1996, rural credit cooperatives officially became independent of the management of the Agricultural Bank of and in 1998, Guangzhou Rural Credit Cooperative Union ( ) was established to manage the rural credit cooperatives in Guangzhou.

In 2006, with the approval of CBRC, Guangzhou Rural Credit Cooperative Union, 14 rural credit cooperatives, and 10 rural credit cooperative unions at and county level in Guangzhou established Guangzhou Rural Credit Cooperative ( ) upon completion of the corporate reform into a unified legal person. Guangzhou Rural Credit Cooperative was registered at the Administration for Industry and Commerce of Guangzhou and established on October 27, 2006.

In July 2009, with the approval of the Provincial People’s Government, Guangzhou Rural Credit Cooperative underwent restructuring and, with approved eligible members of Guangzhou Rural Credit Cooperative and other share subscribers as promoters (i.e., 727 corporate shareholders and 28,936 individual shareholders), Guangzhou Rural Commercial Bank Co., Ltd. ( ) was incorporated. With the approval of CBRC, our Bank completed its registration as a joint stock limited company at the Administration for Industry and Commerce of Guangzhou on December 9, 2009, with our Head Office in Guangzhou.

Key milestones in our history are summarized as follows.

Year Event November 1952 The first rural credit cooperative in Guangzhou was established.

June 1998 Guangzhou Rural Credit Cooperative Union was established.

October 2006 Guangzhou Rural Credit Cooperative was established upon completion of the corporate reform into a unified legal person.

December 2009 Guangzhou Rural Credit Cooperative was restructured and Guangzhou Rural Commercial Bank Co., Ltd. was incorporated.

June 2010 To meet the financing needs of small and micro customers, our Bank was the first commercial bank in Guangzhou to cooperate with IPC GmbH to introduce its internationally world-leading micro finance technology.

August 2010 Huaibin Zhujiang County Bank Co., Ltd. ( ) and Huangchuan Zhujiang County Bank Co., Ltd. ( ), being the first batch of county banks established by our Bank as one of the promoters, were officially opened(1).

January 2011 Our Bank was approved to commence Renminbi credit card business and we launched our “Sun Credit Card” in the same year.

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Year Event March 2011 We established our Micro and Small Finance Business Department (currently known as “Small and Micro Business Department”) and set up our direct operation team for micro and small finance business.

December 2013 Dongyuan Sub-branch, being the first sub-branch of our Bank outside Guangzhou, was officially opened(2).

January 2014 Our Bank was qualified to commence securities investment fund custody business, being the first rural commercial bank in China to obtain such qualification.

June 2014 Our Bank was qualified to issue interbank certificates of deposits, and successfully issued our first tranche of interbank certificates of deposits on the China Foreign Exchange Trading System in September 2014.

August 2014 Our Neo Sun Foundation was established, which builds up our good corporate culture of contributing to the society and taking up social responsibilities.

December 2014 Zhujiang Financial Leasing Co., Ltd. ( ), our wholly-owned subsidiary, was officially opened. It is the first financial leasing company controlled by a rural commercial bank in Guangdong Province.

Qingyuan Branch, being the first branch of our Bank outside Guangzhou, was officially opened.

March 2015 Our Bank was qualified to commence credit asset securitization business, being one of the first rural commercial banks to obtain such qualification since the reform of the filing system of CBRC.

August 2015 Our Bank was among “Top 500 Chinese Enterprises in 2015” jointly announced by China Enterprise Confederation ( ) and China Enterprise Directors Association ( ) for the first time. We were the only rural commercial bank on the list and were ranked 10th among the enterprises on the list in terms of profit margin.

December 2015 Our Bank successfully launched an SME credit asset securitization product.

Our total assets exceeded RMB500 billion during the year, symbolizing our evolution into a medium commercial bank.

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Year Event June 2016 Our Bank was among “Top 1000 World Banks 2016” according to The Banker. We were ranked 203rd among commercial banks in the World in terms of tier-one capital and had been on the list for seven consecutive years.

August 2016 Our Bank was among “Top 500 Chinese Enterprises in 2016” jointly announced by China Enterprise Confederation and China Enterprise Directors Association. We were ranked 441st in terms of operating income, up 32 positions as compared to 2015. We are the only rural commercial bank being selected as one of the “Top 500 Chinese Enterprises” for two consecutive years.

(1) In 2012, our Bank established its subsidiary, Xinyang Zhujiang County Bank Co., Ltd. ( ), which subsequently absorbed these two county banks. (2) Heyuan Dongyuan Sub-branch was upgraded to Heyuan Branch in September 2016.

CHANGES IN REGISTERED CAPITAL Our Bank was incorporated in December 2009 with registered capital of RMB6,873,418,539, among which, the members of Guangzhou Rural Credit Cooperative contributed RMB4,023,418,539 in the form of verified and appraised net assets of such rural credit cooperative, and share subscribers contributed RMB2,850,000,000 in cash. Our promoters comprised 727 corporate shareholders and 28,936 individual shareholders. The major change in our registered capital since our incorporation is summarized as follows:

In 2011, our Bank issued 1,280,000,000 new Shares to eligible shareholders by way of placing at the price of RMB3.5 per share in cash. After the placing, our registered capital was increased from RMB6,873,418,539 to RMB8,153,418,539. Registration of the said change was completed with the Administration for Industry and Commerce of Guangzhou on September 15, 2011.

As of the Latest Practicable Date, our Bank’s registered capital was RMB8,153,418,539.

ISSUANCE OF BONDS Issuance of Subordinated Bonds In June 2012, to replenish our capital, with the approval from CBRC and PBoC, our Bank issued 10-year-term subordinated bonds with an aggregate principal amount of RMB3.5 billion, at a fixed rate of 5.99% per annum, payable on an annual basis. Subject to relevant regulatory approval, our Bank may redeem these bonds at face value in full on a one-off basis by exercising the redemption right on the last day of the fifth interest-bearing year of such bonds. Our Bank obtained the relevant regulatory approval in May 2017 to exercise the redemption right on June 29, 2017.

Issuance of Tier-Two Capital Bonds In September 2014, to replenish our tier-two capital, with the approval from CBRC and PBoC, we issued 10-year-term tier-two capital bonds with an aggregate principal amount of RMB4.1 billion, at a fixed rate of 6.26% per annum, payable on an annual basis. Subject to CBRC’s approval, our Bank may redeem these bonds at face value in full or in part on a one-off basis by exercising the redemption right on the last day of the fifth interest-bearing year of such bonds.

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OUR SHAREHOLDING AND CORPORATE STRUCTURE Shareholding Structure As of the Latest Practicable Date, our Bank had 720 corporate Shareholders and 28,448 individual Shareholders, holding in aggregate approximately 70.53% and 29.47% of our Shares, respectively.

As of the Latest Practicable Date, none of our Shareholders directly held 5% or more of our Shares and there are two Shareholders, namely Guangzhou Municipal People’s Government and Guangzhou Finance Holdings Group Co., Ltd. ( ), indirectly held 5% or more of our Shares. Guangzhou Finance Holdings Group Co., Ltd. is directly and wholly-owned by Guangzhou Municipal People’s Government.

As of the Latest Practicable Date, Guangzhou Municipal People’s Government, through 14 corporate Shareholders it controls, indirectly held in aggregate 24.06% of our Shares and was our single largest group of shareholders, among which, Guangzhou Finance Holdings Group Co., Ltd. directly and indirectly through its wholly-owned subsidiary Guangzhou Guangyong State-owned Assets Management Co., Ltd. ( ) held in aggregate 5.15% of our Shares. Save for the above, the 14 corporate Shareholders are independent from each other. Our single largest group of shareholders remains unchanged since January 1, 2016 up until the time immediately before the [REDACTED] becomes unconditional.

As of the Latest Practicable Date, we were unable to verify the shareholdings of 36 corporate Shareholders and 4,462 individual Shareholders, holding in aggregate approximately 2.30% of our Shares. The existence of such Shareholders has no material adverse impact on our shareholding structure, corporate governance (such as convening general meetings and paying dividends), business operation and the [REDACTED].

Immediately before the [REDACTED] The chart below sets forth the shareholding structure of our Bank and our subsidiaries as of the Latest Practicable Date and immediately before the [REDACTED].

Corporate Shareholders Other Corporate Individual under Guangzhou Municipal Shareholders(3) Shareholders(4) People’s Government(2)

24.06% 46.47% 29.47%

Our Bank (including our Head Office, branches and sub-branches)

100.00% 39.60% 51.00% 51.00% 51.00% 51.00% 51.00% 51.00% Jiangsu Jiangsu Changning Zhujiang Xinyang Zhujiang Laiwu Zhujiang Laizhou Zhujiang Haiyang Zhujiang Xuyi Zhujiang Qidong Zhujiang Zhujiang Financial Leasing County Bank County Bank County Bank County Bank County Bank County Bank County Bank Co., Ltd. Co., Ltd. Co., Ltd. Co., Ltd. Co., Ltd. Co., Ltd. Co., Ltd. Co., Ltd.

35.00% 35.00% 35.00% 35.00% 35.00% 33.79% 34.00% Guanghan Dalian Bonded Huixian Zhujiang Pengshan Zhujiang Xinjin Zhujiang Jizhou Zhujiang Heshan Zhujiang Zhujiang Area Zhujiang County Bank County Bank County Bank County Bank County Bank County Bank County Bank Co., Ltd. Co., Ltd. Co., Ltd. Co., Ltd. Co., Ltd. Co., Ltd. Co., Ltd.

51.00% 35.00% 35.00% 35.00% 51.00% 33.40% 35.00% 34.00% 35.00% 35.00% Beijing Yantai Fushan Qingdao Suzhou Dongfeng Anyang Zhujiang Sanshui Zhujiang Xingning Zhujiang Mentougou Zhujiang Zhujiang Chengyang Zhujiang Wuzhong Zhujiang Zhujiang Pingshan Zhujiang Huangjiang Zhujiang County Bank County Bank County Bank County Bank County Bank County Bank County Bank County Bank County Bank County Bank Co., Ltd. Co., Ltd. Co., Ltd. Co., Ltd. Co., Ltd. Co., Ltd. Co., Ltd. Co., Ltd. Co., Ltd. Co., Ltd.

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Notes: (1) Where the percentage of shareholding of our Bank in a subsidiary is different from the percentage of voting rights, the percentage of shareholding is shown in the above structure chart. The discrepancy between the sum of the percentages listed in the above structure chart and the notes herein are due to rounding. (2) Guangzhou Municipal People’s Government indirectly holds 24.06% of our Shares. Guangzhou Municipal People’s Government indirectly holds 4.91%, 4.53%, 4.29%, 4.16%, 2.57%, 1.84%, 0.61%, 0.45% 0.25%, 0.12%, 0.12%, 0.09%, 0.12% and 0.004% of our Shares through its controlled corporations Guangzhou Finance Holdings Group Co., Ltd. ( ), Guangzhou Enterprises Group Co., Ltd. ( ), Guangzhou Vanlead Group Co., Ltd. ( ), Guangzhou Radio Group Co., Ltd. ( ), Guangzhou Department Stores Enterprises Group Co., Ltd. ( ), Guangzhou Light Industry & Trade Group Co., Ltd. ( ), Guangzhou Jinjun Investments Holding Co., Ltd. ( ), Guangzhou Lingnan International Enterprise Group Co., Ltd. ( ), Guangzhou Guangyong State-owned Assets Management Co., Ltd. ( ), Guangzhou Textiles Industry & Trade Holdings Ltd. ( ), Guangzhou Hanlin International Technology Park Co., Ltd. ( ), Guangzhou Port Group Co., Ltd. ( ), Guangzhou Development District Industrial Development Group Co., Ltd. ( ) and Guangzhou Yunpu Industrial Zone Baiyun Enterprises Development Company ( ), respectively. Guangzhou Finance Holdings Group Co., Ltd., directly and through its subsidiary Guangzhou Guangyong State-owned Assets Management Co., Ltd., holds 5.15% of our Shares. (3) The other 706 corporate Shareholders in aggregate hold 46.47% of our total issued Shares. The highest shareholding of these corporate Shareholders does not exceed 3.07%. (4) The 28,448 individual Shareholders in aggregate hold 29.47% of our total issued Shares. The highest shareholding of these individual Shareholders does not exceed 0.14%. (5) As of December 31, 2016, we had, excluding the outlets of our Zhujiang County Banks, 625 outlets, of which 618 were located in Guangzhou, five branches and two sub-branches outside Guangzhou, locating in the cities of , , Heyuan, , and in Guangdong Province. As of the same date, our Zhujiang County Banks had a total of 142 outlets. (6) All our subsidiaries were established in China by our Bank as one of the promoters and are located in Guangdong Province and eight other provinces and municipality in China. As of the Latest Practicable Date, our subsidiaries are summarized as follows:

Registered Our capital Our Voting Date of Place of (RMB, Shareholding Right Other Shareholders and Their Name Incorporation Registration Main Business million) Percentage Percentage Shareholding Percentages Zhujiang Financial December 11, Guangzhou, Provide 1000 100% 100% — Leasing Co., Ltd. 2014 Guangdong monetary and financial services nationwide Xinyang Zhujiang March 21, Xinyang, Undertake 414.2 39.60% 54.13%# Henan Xinyang Maojian Group County Bank Co., 2012 Henan business Co., Ltd. 4.83% Ltd. approved by 38 other individual shareholders CBRC in each holding 0.02% to 0.48% accordance with shares and three other applicable laws, corporate shareholders each administrative holding 2.41% to 2.90% regulations and shares* 14.53% other 11 other individual shareholders requirements each holding 0.3% to 1.21% shares and 23 other corporate shareholders each holding 0.61% to 2.86% shares 41.04% Laiwu Zhujiang March 29, Laiwu, Absorb public 60 51% 51% Shandong Jinsui Construction County Bank Co., 2011 Shandong deposits, offer Co., Ltd. 10% Ltd. short-term/mid- Laiwu Yitong Driver Training term/long-term Co., Ltd. 10% loans, handle Laiwu Urban Services domestic Department 5% settlement, Laiwu Xingzhan Industry & handle bill Trade Co., Ltd. 5% acceptance and Shandong Laiwu Yinhua discounting Construction Machinery Co., Ltd. 5% Li Haiping 4% Laiwu Hongli Materials Co., Ltd. 3% Laiwu Wanqiang Trade Co., Ltd. 3% Two other corporate shareholders each holding 2% shares 4%

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Registered Our capital Our Voting Date of Place of (RMB, Shareholding Right Other Shareholders and Their Name Incorporation Registration Main Business million) Percentage Percentage Shareholding Percentages Jiangsu Xuyi July 1, 2011 Huai’an, Absorb public 50 51% 51% Xuyi Changzhihai Plastics Co., Zhujiang County Jiangsu deposits, offer Ltd. 8% Bank Co., Ltd. short-term/mid- He Fang 4% term/long-term Li Jialun 4% loans, handle Jiang Tiangi 4% domestic Chen Yuqin 3.6% settlement, Wang Xin 3.1% handle bill Yang Xurong 3% acceptance and Xin Jing 3% discounting Other 9 individual shareholders each holding 0.5% to 2.4% shares 16.3%

Jiangsu Qidong June 29, 2011 Qidong Absorb public 100 51% 51% Qidong Kailai Real Estate Co., Zhujiang County Jiangsu deposits, offer Ltd. 10% Bank Co., Ltd. short-term/mid- Qidong Huitong Hardware & term/long-term Plastics Co., Ltd. 9.5% loans, handle Feng Yubing 7.5% domestic Xiong Yanling 7.5% settlement, Gao Fei 6% handle bill Jiang Liming 3% acceptance and Lu Weitao 3% discounting One other individual shareholder 2.5%

Changning August 2, Changning, Absorb public 50 51% 51% Changning Urban and Rural Zhujiang County 2011 Hunan deposits, offer Construction Investment Co., Bank Co., Ltd. short-term/mid- Ltd. 10% term/long-term Changning Friendship Clothing loans, handle Co., Ltd. 9.8% domestic Hunan Zhongke Yuanda settlement, Industry & Trade Co., Ltd. 9% handle bill Hunan Hongxin Building acceptance and Materials Co., Ltd. 7.2% discounting Changning Xianghui Trade Co., Ltd. 4% Xiangtan Nachuan Industrial Co., Ltd. 4% Hunan Shuikoushan Hongxing Chemical Co., Ltd. 3% One other individual shareholder 2%

Laizhou Zhujiang November 30, Laizhou, Absorb public 80 51% 51% Laizhou Jinrunjia Import & County Bank Co., 2011 Shandong deposits, offer Export Co., Ltd. 9% Ltd. short-term/mid- Shandong Laizhou Arts & Crafts term/long-term Group Co., Ltd. 8% loans, handle Shandong Lugong Machinery domestic Co., Ltd. 8% settlement, Laizhou Shenglong Real Estate handle bill Development Co., Ltd. 8% acceptance and Laizhou Quanfuyuan Mining discounting Co., Ltd. 6% Shandong Huantai Heavy Industrial Machinery Co., Ltd. 5% Laizhou Defeng Machinery Manufacturing Co., Ltd. 5%

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Registered Our capital Our Voting Date of Place of (RMB, Shareholding Right Other Shareholders and Their Name Incorporation Registration Main Business million) Percentage Percentage Shareholding Percentages Haiyang Zhujiang December 1, Haiyang, Absorb public 70 51% 51% Haiyang Shenghai Financing County Bank Co., 2011 Shandong deposits, offer Guarantee Co., Ltd. 10% Ltd. short-term/mid- Haiyang Zhongkai Real Estate term/long-term Development Co., Ltd. 9% loans, handle Haiyang Caigao Properties Co., domestic Ltd. 9% settlement, Yantai Zhongsheng Properties handle bill Co., Ltd. 9% acceptance and Haiyang Jinyuan Enterprise discounting Development Co., Ltd. 6% Haiyang Zhencheng Home Textiles Co., Ltd. 6%

Huixian Zhujiang January 27, Huixian, Absorb public 60 35% 51%# Chunjiang Group Co., Ltd. 10% County Bank Co., 2011 Henan deposits, offer Ge Li* 10% Ltd. short-term/mid- Xinxiang Taihang Cement term/long-term Grinding Co., Ltd. 8% loans, handle Guo Xiujian 8% domestic Guangzhou Jianghe Real Estate settlement, Development Co., Ltd.* 6% handle bill Huixian Tianyi Services Co., acceptance and Ltd. 3.33% discounting Zhang He 3.33% Zhu Xinhua 3.33% 11 other individual shareholders each holding 0.5% to 1.67% shares and one other corporate shareholder holding 1.5% shares 13.01%

Pengshan April 20, 2011 Meishan, Absorb public 50 35% 51%# Meishan Pengshan District Zhujiang County Sichuan deposits, offer Transportation Construction and Bank Co., Ltd. short-term/mid- Investment Engineering Co., Ltd. 10% term/long-term Lai Xiaotang 10% loans, handle Sichuan Anxin Financing domestic Guarantee Management Co., Ltd. 10% settlement, Sichuan Huaxi Dedun Plastic handle bill Tube Co., Ltd. 10% acceptance and Guangzhou Zhisheng Guanmei discounting Furniture Co., Ltd.* 10% Renshou Juyuan Vehicle Co., Ltd. 9% Foshan Huayin Group Co., Ltd.* 6%

Xinjin Zhujiang April 25, 2011 Chengdu, Absorb public 100 35% 53%# Chengdu Xinjin State-owned County Bank Co., Sichuan deposits, offer Assets Investment and Operation Ltd. short-term/mid- Co., Ltd. 10% term/long-term Xinzhu Investment Group Co., loans, handle Ltd. 9% domestic Sichuan Anxin Financing settlement, Guarantee Management Co., Ltd. 8.5% handle bill Chengdu Minsheng Food Group acceptance and Co., Ltd. 8.5% discounting Sichuan Jinjin Copper Co., Ltd. 8% Jinjiang Yatai Alcohol Trade Co., Ltd.* 6% Foshan Huayin Group Co., Ltd.* 6% Xinhui Taisheng Quarry Co., Ltd.* 6% Four other individual shareholders each holding 0.5% to 1% shares 3%

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Registered Our capital Our Voting Date of Place of (RMB, Shareholding Right Other Shareholders and Their Name Incorporation Registration Main Business million) Percentage Percentage Shareholding Percentages Guanghan April 29, 2011 Guanghan, Absorb public 100 35% 51%# Fujian Fusheng Group Co., Ltd.* 10% Zhujiang County Sichuan deposits, offer Guanghan Jinda Tunnel Bank Co., Ltd. short-term/mid- Machinery Co., Ltd. 10% term/long-term Chengdu Kexu Electronics Co., loans, handle Ltd. 10% domestic Sichuan Youwo Investment Co., settlement, Ltd. 10% handle bill Guangzhou Chuangxing acceptance and Clothing Group Co., Ltd.* 6% discounting Guanghan Tap Water Company 5.5% Sichuan Anxin Financing Guarantee Management Co., Ltd. 5% Guanghan Security Services Co., Ltd. 4.5% Sichuan Huaqiang Packaging Industry Co., Ltd. 4% Dalian Bonded July 20, 2011 Dalian Absorb public 100 35% 56%# Liaoning Baocheng Credit Area Zhujiang Bonded deposits, offer Guarantee Co., Ltd. 10% County Bank Co., Area, short-term/mid- Dalian Zhaotun Chengda Food Ltd. Liaoning term/long-term Co., Ltd. 10% loans, handle Dalian Ao’nan Housing domestic Development Co., Ltd. 10% settlement, Guangzhou Shunxing Quarry handle bill Co., Ltd.* 10% acceptance and Sun Rongfan 9% discounting Guangzhou Conghua Precision Sheet Metal Manufacturing Co., Ltd.* 8% Guangdong Girdear Fashion Co., Ltd.* 3% Foshan Huayin Group Co., Ltd. 3% One other individual shareholder 2% Jizhou Zhujiang September 19, Ji’an, Absorb public 87.82 33.79% 57.18%# Jiangmen Xinhui Taisheng County Bank Co., 2011 Jiangxi deposits, offer Quarry Co., Ltd.* 9.11% Ltd. short-term/mid- Chen Weijian 9.11% term/long-term Zhang Shuxiong 9.11% loans, handle Zeng Xiaoqing 9.11% domestic Shenzhen Xinqi’an Industrial settlement, Development Co., Ltd.* 7.29% handle bill Yao Guojian 5.81% acceptance and Zhang Yanfang 4.55% discounting 12 other individual shareholders each holding 0.11% to 1.94% shares* 7% 17 other individual shareholders each holding 0.11% to 1.14% shares 5.12% Heshan Zhujiang March 18, Heshan, Absorb public 150 34% 71%# Guangdong Heshan Beikong County Bank Co., 2011 Guangdong deposits, offer Water Co., Ltd.* 10% Ltd. short-term/mid- Heshan Donggu Flavoring Food term/long-term Co., Ltd.* 10% loans, handle Jiangmen Xinhui District domestic Taisheng Quarry Co., Ltd. 10% settlement, Guangzhou Highsun Enterprises handle bill Group Corp.* 10% acceptance and Heshan Jinye Development Co., discounting Ltd.* 7% Jiangmen Xinhui Lianhong Chemical Fiber Co., Ltd. 6% Guangzhou Huadu Huanyang Trade Co., Ltd. 4.33% Heshan Zhongnan Sewage Treatment Co., Ltd. 4% Heshan Fuyi Copper Materials Co., Ltd. 3.33% One other corporate shareholder 1.33%

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Registered Our capital Our Voting Date of Place of (RMB, Shareholding Right Other Shareholders and Their Name Incorporation Registration Main Business million) Percentage Percentage Shareholding Percentages Beijing July 19, 2012 Mentougou Absorb public 100 51% 51% Gangtong Logistics (Beijing) Mentougou District, deposits, offer Co., Ltd. 10% Zhujiang County Beijing short-term/mid- Beijing Qianxi Shihao Electronic Bank Co., Ltd. term/long-term Technology Co., Ltd. 10% loans, handle Beijing Gede Auction Co., Ltd. 10% domestic Zhejiang Hengji Enterprise settlement, Development Co., Ltd. 10% handle bill Beijing Zhongcai Lizhi acceptance and Technology Trade Co., Ltd. 9% discounting

Yantai Fushan April 27, 2012 Yantai, Absorb public 100 35%### 52%# Yantai Runfu Financing Zhujiang County Shandong deposits, offer Guarantee Co., Ltd. 10% Bank Co., Ltd. short-term/mid- Yantai Runlong Building term/long-term Materials Co., Ltd. 10% loans, handle Yantai Dingji Commerce Co., domestic Ltd. 10% settlement, Shandong Liyuansheng Trade handle bill Co., Ltd. 10% acceptance and Changzhou Jiusheng discounting Engineering Machinery Co., Ltd. 8% Beijing Qianxi Shihao Electronic Technology Co., Ltd.* 7% Yantai Shangtai Trade Co., Ltd.* 5% Jiangxi Yonghong Machinery Co., Ltd.* 5% Anyang Zhujiang March 5, 2012 Anyang, Absorb public 60 35% 51%# Anyang Xinqilong Trade Co., County Bank Co., Henan deposits, offer Ltd. 9.5% Ltd. short-term/mid- Chen Tongzhong 9.5% term/long-term Anyang Detaiheng Industry & loans, handle Trade Co., Ltd. 9% domestic Guangzhou Zhisheng Guanmei settlement, Furniture Co., Ltd.* 8% handle bill Xinhua United Metallurgy acceptance and Holdings Group Co., Ltd.* 8% discounting, etc. Anyang Xinyang Decoration Engineering Co., Ltd. 3.5% Guo Shufang 3.5% Li Huitian 3.5% Wu Yanqiu 3% Zhao Xiuying 3% Three other individual shareholders each holding 1% to 1.75% shares 4.5% Qingdao July 25, 2012 Qingdao, Absorb public 100 35% 51%# Qingdao Hongfu Group Co., Ltd. 10% Chengyang Shandong deposits, offer Qingdao Logistics Distribution Zhujiang County short-term/mid- Center Co., Ltd. 10% Bank Co., Ltd. term/long-term Qingdao Hengyi Landscape Co., loans, handle Ltd. 10% domestic Qingdao Zhonghongce Industrial settlement, Co., Ltd. 8% handle bill Shenzhen Feida Yitong Trade acceptance and Co., Ltd.* 8% discounting, etc. Kunshan Zhonglian Integrated Development Co., Ltd.* 8% Hu Weijuan 6% Shandong Xindu Petroleum Technology Services Co., Ltd. 5%

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Registered Our capital Our Voting Date of Place of (RMB, Shareholding Right Other Shareholders and Their Name Incorporation Registration Main Business million) Percentage Percentage Shareholding Percentages Suzhou Wuzhong December 23, Suzhou, Undertake 150 51% 51% Suzhou Wuzhong Venture Zhujiang County 2013 Jiangsu business Investment Co., Ltd. 8% Bank Co., Ltd. approved by Zhangjiagang Bonded Area CBRC in Huazhijie Business Consultation accordance with Co., Ltd. 6.5% applicable laws, Suzhou Chuangzhi Investment administrative Management Co., Ltd. 5.5% regulations and Suzhou Huadong Coated Glass other Co., Ltd. 5% requirements. Suzhou Yamada Machinery Co., Ltd. 5% KunshanYuqiu Modeling Co., Ltd. 5% Suzhou Hongji Tools Co., Ltd. 5% Guangzhou Goldvole Investment Group Co., Ltd. 5% Hengtong Group Co., Ltd. 4%

Sanshui Zhujiang November 23, Foshan, Absorb public 200 33.4% 50.5%## Guangdong Gold Rich Group County Bank Co., 2010 Guangdong deposits, offer Lo’s Co., Ltd.* 9.5% Ltd. short-term/mid- Foshan Sanshui Huiwanjia term/long-term Ceramics Co., Ltd. 9.5% loans, handle Guangdong Wanyuan domestic Construction Co., Ltd. 9.5% settlement, Foshan Sanshui Lihong Tubular handle bill Pile Co., Ltd. 7.7% acceptance and Foshan Sanshui Jinye discounting, etc. Development Co., Ltd.* 7.6% Guangdong Xinxiongji Industrial Investment Co., Ltd. 7.3% Foshan Huiyin Real Estate Development Co., Ltd. 7% Foshan Sanshui Dongfang Real Estate Development Co., Ltd. 6.3% One other corporate shareholder 2.2%

Zhongshan April 21, 2011 Zhongshan, Absorb public 150 35% 35%## Jonjee Hi-tech Industrial & Dongfeng Guangdong deposits, offer Commercial Holding Co., Ltd. 10% Zhujiang County short-term/mid- Zhongshan Dongfeng Bank Co., Ltd. term/long-term Construction Development loans, handle Corporation 10% domestic Zhongshan Dongfeng Collective settlement, Assets Management Co., Ltd. 10% handle bill Zhongshan Yufeng Technology acceptance and Holdings Co., Ltd. 10% discounting, etc. Zhongshan Shunneng Fuel Co., Ltd. 10% Lin Yuhua 5% Cen Ruikai 5% Zhou Zhantao 5%

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Registered Our capital Our Voting Date of Place of (RMB, Shareholding Right Other Shareholders and Their Name Incorporation Registration Main Business million) Percentage Percentage Shareholding Percentages Xingning April 9, 2014 , Absorb public 50 34% 100%# Meizhou Hongyuan Ecotourism Zhujiang County Guangdong deposits, offer Co., Ltd.* 9% Bank Co., Ltd. short-term/mid- Xingning Jinyuan Tap Water term/long-term Co., Ltd.* 9% loans, handle Fengshun Energy Co., domestic Ltd.* 9% settlement, Guangdong Xingning Taixing handle bill Construction Engineering acceptance and Company* 8% discounting, etc. Shenzhen Junsheng Department Store Co., Ltd.* 7% Xingning Guangxing Road Construction Engineering Company* 7% Guangdong Caishijie Technology Co., Ltd.* 7% Xingning Taishan Industrial Development Co., Ltd.* 4% Xingning Xingzhong Construction Engineering Co., Ltd.* 4% One other corporate shareholder* 2%

Shenzhen July 9, 2014 Shenzhen, Absorb public 300 35% 83%# Guangdong Shengdijia Group Pingshan Zhujiang Guangdong deposits, offer Co., Ltd.* 8% County Bank Co., short-term/mid- Shenzhen Nuclear Power Project Ltd. term/long-term Construction Co., Ltd. 8% loans, handle Shenzhen Yanuoxin Jewelery domestic Co., Ltd. 8% settlement, Shenzhen Guanyutong Industrial handle bill Co., Ltd.* 8% acceptance and Shenzhen Liuhe Industrial Group discounting, etc. Co., Ltd.* 8% Shenzhen Zhaobangji Group Co., Ltd.* 7% Shenzhen Pengcheng Group Co., Ltd.* 7% Shenzhen Jiaxinfu Industrial Group Co., Ltd.* 6% Shenzhen Junyue Investment Co., Ltd.* 4% One other corporate shareholder 1%

Dongguan December 16, Dongguan, Absorb public 150 35% 100%# Dongguan Kaifa Enterprise Huangjiang 2014 Guangdong deposits, offer Investment Co., Ltd.* 10% Zhujiang County short-term/mid- Dongguan Yifa Concrete Co., Bank Co., Ltd. term/long-term Ltd.* 10% loans, handle Beijing Yihejia Investment domestic Development Co., Ltd.* 9% settlement, Guangzhou Goldvole Investment handle bill Group Co., Ltd.* 9% acceptance and Dongguan Tianxi Property discounting, etc. Management Co., Ltd.* 8% Dongguan Pengcheng Knitting Co., Ltd.* 7% Dongguan Ruixing Paper Products Co., Ltd.* 5% Dongguan Yihui Handbag Co., Ltd.* 4% Dongguan Zhenhua Plastics Co., Ltd.* 3%

We have consolidated the financial statements of our Bank and entities controlled by us, i.e. our subsidiaries. We cease to consolidate the financial statements of a subsidiary when we lose control of such subsidiary. According to applicable financial reporting standards, control is achieved if and only if we have: (i) the power over the investee, (ii) exposure, or rights, to variable returns from our

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involvement with the investee, and (iii) the ability to use our power over the investee to affect the amount of the investor’s returns. “#” and “##” in the above table denote the factors among which our Bank has taken into account in determining whether we have met the consolidation criteria set forth in the financial reporting standards in respect of the investees in which our Bank holds less than 50% equity interests:- # Our Bank holds more than 50% of voting rights in these subsidiaries by entering into acting-in-concert agreements with certain other shareholders of these subsidiaries, pursuant to which our Bank and those shareholders agree that all resolutions put forward in general meetings, meetings of board of directors and meetings of board of supervisors of these subsidiaries in accordance with applicable laws and regulations and in accordance with the memorandum and articles of association of these subsidiaries (e.g. matters relating to election of directors and supervisors, development plan, operation direction, investment plan, annual financial budget, dividends distribution, internal management structure, risk management policy and internal control policy of these subsidiaries) shall be decided and voted in accordance with the decision of our Bank. As a result, our Bank has rights to variable returns from its involvement in the relevant operations of that subsidiary and is able to affect the returns through the power over that subsidiary. ## Our Bank has control over Zhongshan Dongfeng Zhujiang County Bank Co., Ltd. (“Dongfeng Zhujiang”) through appointment or approval of appointment of its key management, which further gives us the rights to variable returns from the Bank’s involvement in the relevant operations of that subsidiary and the ability to affect the returns through the power over Dongfeng Zhujiang. According to its articles of association, the board of directors shall consist of seven members, among which four shall be nominated by us and three shall be nominated by the other shareholders, and subject to approval by two-third majority votes at the general meeting. The chairman of the board of directors shall be nominated by us and subject to approval by the majority of the board of directors. The articles further provides that personnel nominated by shareholders other than our Bank cannot be appointed as senior management of Dongfeng Zhujiang except for roles of director or supervisor. Currently Dongfeng Zhujiang’s board of directors comprises seven directors, of which three executive directors and one non-executive director were nominated by us. The names, roles and responsibilities of these directors are as follows: 1. Li Xiangzhu ( ): Chairman of the board of directors, in charge of the board of directors and responsible for overall management of Dongfeng Zhujiang. In charge of General Management Department ( ). 2. Chen Jiabin ( ): Vice President, in charge of daily management and operations of Dongfeng Zhujiang. In charge of Business Management Department ( ). 3. Li Benhua ( ): Assistant to the President. In charge of Finance and Accounting Department ( ), Operational Management Department ( ) and assists in the management of General Management Department ( ). 4. Zhang Dongfeng ( ): Non-executive director. The remaining three directors are non-executive directors nominated by the other shareholders of Dongfeng Zhujiang. On top of the directors nominated by us as described above, we also nominated He Zhixin ( ), Director of Risk Management of Dongfeng Zhujiang. He is responsible for compliance with regulatory indicators, and is in charge of Credit Management Department ( ) and auditing functions of Dongfeng Zhujiang. Our Bank has control over Sanshui Zhujiang County Bank Co., Ltd. (“Sanshui Zhujiang”) through appointment or approval of appointment of its key management, which further gives it the rights to variable returns from its involvement in the relevant operations of that subsidiary and the ability to affect the returns through the power over Sanshui Zhujiang. According to its articles of association, personnel nominated by shareholders other than our Bank cannot be appointed as senior management of Sanshui Zhujiang except for roles of director or supervisor. The articles further provides that our Bank is entitled to request the board of directors to replace members of the senior management. Currently Sanshui Zhujiang’s board of directors comprises seven directors, of which one executive director and four non-executive directors were nominated by us or shareholders acting in concert with us. The names, roles and responsibilities of these directors are as follows: 1. Mai Zhiguang ( ): Chairman of the board of directors, in charge of the board of directors and responsible for overall management of the bank, and operation of the Party Committee and the board of directors. In charge of human resources and audit functions. 2. Chen Zhiyong ( ): President. In charge of the overall daily operation and management and responsible for the management of the Marketing Center ( ), General Management Department ( ) and Business Department ( ). 3. Zhang Dongfeng ( ): Non-executive director. 4. Liu Jinxi ( ): Non-executive director. 5. Liang Tianke ( ): Non-executive director. The remaining two directors are non-executive directors nominated by the other shareholders of Sanshui Zhujiang. On top of the directors nominated by us as described above, we also nominated Du Zhuangli ( ), Director of Risk Management of Sanshui Zhujiang. He is in charge of the Risk Management Department, the Planning and Finances Department, the Operation Management Department and also assists in the management of audit functions. ### Our Bank has entered into share transfer agreements with seven local enterprise shareholders of Yantai Fushan Zhujiang County Bank Co., Ltd. (“Yantai Fushan”) in relation to total 58% shareholding of Yantai Fushan on May 19, 2017 which are subject to completion. Upon completion, Our Bank will hold 93% equity interest of Yantai Fushan. * Person acting in concert with our Bank. Certain shareholders acting in concert with our Bank have granted to our Bank a right of first refusal to acquire their shareholding interests, in which case no disposal shall be allowed unless they have served an advance notice to our Bank of their intention to dispose of their shareholding interests and our Bank waives our right of first refusal. To enhance the enforcement of the terms of the acting-in-concert agreements, all shareholders acting in concert with our Bank shall ensure any transferee of their shareholding interests will execute an acting-in-concert agreement of similar content with our Bank. (7) To the best of our knowledge, information and belief save as disclosed in Appendix VII—“Statutory and General Information—4. Further

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Information about Our Substantial Shareholders, Directors, Management and Staff” and persons who are acting in concert with our Bank, all other shareholders of these subsidiaries were Independent Third Parties as of the Latest Practicable Date. (8) As of the Latest Practicable Date, a total of 2,223,892,950 Shares held by Shareholders of our Bank (accounting for 27.28% of our Shares) were pledged after registration and none of which were pledged by the corporate Shareholders controlled by the Guangzhou Municipal People’s Government; a total of 52,547,600 Shares held by Shareholders of our Bank (accounting for 0.64% of our Shares) were frozen by judicial bodies and our PRC legal advisor, King & Wood Mallesons, is of the view that it has no material impact on the [REDACTED].

Immediately after the [REDACTED] The chart below sets forth the shareholding structure of our Bank and our subsidiaries immediately after the [REDACTED] (assuming [REDACTED] has not been exercised and the shareholdings of our Shareholders remain unchanged after the Latest Practicable Date).

[REDACTED]

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ORGANIZATION STRUCTURE The chart below sets forth the principal organization and management structure of our Bank as of the Latest Practicable Date.

Internal Audit Department

Investment and Institutional Management Department Strategic Planning Department (Post-Doctoral Research Center)

Administrative Management Department

Information Technology Yangcheng Sub-branch Management Department

Audit Committee Compliance and Legal Affairs Department Nomination Committee Zhujiang Business School

Performance Management Department

Finance and Accounting Department

Discipline Inspection and Supervision Department

Supervisors Party-Mass Relationship Department Office of Board Office Human Resources Department (Party Committee Organization Department)

General Office

Security Department Board of Supervisors Centralized Operation Department Marketing Department/Center

Anti-money Laundering Center

Operational Management Department

Asset Monitoring Department Performance of Duties Construction Committee Innovation and Technology Innovation and Supervisory Committee on

Human Resources Committee Credit Approval Department

Risk Management Department

Asset Management Department

Asset Custody Department Board of Directors

Operation Management Bill Business Department

Shareholders’ General Meeting Shareholders’ Fixed Income Department

Interbank Business Department

Directors Branches Financial Market Department outside Guangzhou Office of Board Office

Compliance and Risk Huacheng Sub-branch Management Committee Finance Approval Committee Asset and Liability Committee Retail Credit Approval Department Asset Disposition Review Committee

Customer Service Department

Small and Micro Business Department

Consumer Banking Business Department

Private Banking Business Department

Internet Finance Business Department

24 Zhujiang Credit Card Business Department County Banks

Retail Finance Department Central Sub-branch

Transaction Banking Department

Audit Committee International Business Department (Sannong Committee)

Related Party Transactions and Transactions Related Party Risk Management Committee Investment Banking Business Department Strategy and Investment Committee

Nomination and Remuneration Committee Strategic and Emerging Industry Business Department

Agriculture Business Department Leasing Co., Ltd. Zhujiang Financial Real Estate Business Department

Business Unit of the Head Office

Corporate Finance Department

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CORPORATE GOVERNANCE STRUCTURE Our Bank has set up a corporate governance structure which comprises the Shareholders’ meeting, the Board of Directors, the Board of Supervisors and the senior management.

Board The major responsibilities of the Board include: formulating business development strategies and supervising their implementation; determining business plans and investment schemes; formulating annual financial budgets; formulating proposals on capital planning, change of registered capital, issuance of corporate bonds or other securities and public listings; formulating risk management and internal control policies; supervising the effective performance of duties and responsibilities by senior management.

Our Board has established the Strategy and Investment Committee (Sannong Committee), Related Party Transactions and Risk Management Committee, Nomination and Remuneration Committee and Audit Committee. Each of these committees reports to the Board. For functions of each committee, see “Directors, Supervisors and Senior Management—Committees under the Board of Directors.”

Board of Supervisors The major responsibilities of the Board of Supervisors include: supervising the performance of the Board and the senior management, reviewing our business decisions, financial activities, internal control, risk management and preventive measures, and evaluating development strategies formulated by the Board regularly.

The Board of Supervisors has established a Nomination Committee and an Audit Committee, and each committee shall report to the Board of Supervisors. The Audit Committee and the Nomination Committee under the Board of Supervisors have different compositions from, and operates independently of, the Audit Committee and the Nomination and Remuneration Committee under the Board of Directors.

Senior Management The senior management, with the power vested by the Board, manage our daily operation. Our president is primarily responsible for carrying out the decisions made by the Board, and shall report to the Board. Our Bank also appoints vice presidents and other members of senior management to work with our president, to perform their respective management duties and responsibilities.

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