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中國光大銀行股份有限公司 China Everbright Bank Company Limited (A Joint Stock Company Incorporated in the People’S Republic of China with Limited Liability) (Stock Code: 6818)

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中國光大銀行股份有限公司 China Everbright Bank Company Limited (A Joint Stock Company Incorporated in the People’S Republic of China with Limited Liability) (Stock Code: 6818) Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document. 中國光大銀行股份有限公司 China Everbright Bank Company Limited (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock code: 6818) PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS AND SUPERVISORS Reference is made to (i) the announcement of the Company dated 25 September 2015 in relation to Proposed Re-election and Appointment of Directors and Supervisors and (ii) the Announcement on Withdrawal of Proposed Resolutions for the 2015 First Extraordinary General Meeting of the Company dated 30 October 2015. PROPOSED RE-ELECTION OF DIRECTORS AND SUPERVISORS The Company was informed that, among the Directors and the Supervisors of the Sixth Session of the Board of Directors and the Board of Supervisors, (i) Mr. Wu Jian, Ms. Wang Shumin, Mr. Wu Gaolian and Mr. Zhang Xinze will retire and will not stand for re-election as Directors of the Seventh Session of the Board of Directors; and (ii) Mr. James Parks Stent will retire and will not stand for re-election as Supervisor of the Seventh Session of the Board of Supervisors. The other Directors and Supervisors of the Sixth Session of the Board of Directors and the Board of Supervisors (save for the Employee Representative Supervisors of the Board of Supervisors) have confirmed that they will offer themselves for re-election at the 2015 annual general meeting of the Company. PROPOSED APPOINTMENT OF DIRECTORS AND SUPERVISORS The Board of Directors and the Board of Supervisors have respectively proposed to appoint (i) Mr. Liu Jun, Mr. Zhang Shude and Mr. Li Huaqiang as Non-executive Directors; (ii) Mr. Zhang Jinliang and Ms. Li Jie as Executive Directors; and (iii) Mr. Wu Gaolian and Mr. Deng Ruilin as External Supervisors of the Company. EMPLOYEE REPRESENTATIVE SUPERVISORS The Employee Representative Supervisors of the Seventh Session of the Board of Supervisors will be elected at the Company’s staff representative meeting to be convened. - 1 - A circular containing further information on the Directors and Supervisors proposed to be re- elected or appointed will be despatched to the Shareholders as soon as practicable. Reference is made to (i) the announcement of China Everbright Bank Company Limited (the “Company”) dated 25 September 2015 in relation to Proposed Re-election and Appointment of Directors and Supervisors and (ii) the Announcement on Withdrawal of Proposed Resolutions for the 2015 First Extraordinary General Meeting of the Company dated 30 October 2015. PROPOSED RE-ELECTION OF DIRECTORS AND SUPERVISORS The Company was informed that, among the Directors and the Supervisors of the Sixth Session of the Board of Directors and the Board of Supervisors: (i) Mr. Wu Jian, Ms. Wang Shumin, Mr. Wu Gaolian and Mr. Zhang Xinze will retire and will not stand for re-election as Directors of the Seventh Session of the Board of Directors; and (ii) Mr. James Parks Stent will retire and will not stand for re-election as Supervisor of the Seventh Session of the Board of Supervisors. The other Directors and Supervisors of the Sixth Session of the Board of Directors and the Board of Supervisors (save for the Employee Representative Supervisors of the Board of Supervisors) have confirmed that they will offer themselves for re-election at the 2015 annul general meeting of the Company. Since the retirement of Mr. Zhang Xinze would result in the number of independent non-executive directors on the Board of Directors falling below the quorum provided by applicable laws and rules, Mr. Zhang Xinze will continue to perform his duties as an Independent Non-executive Director until the appointment of a newly appointed Independent Non-executive Director becomes effective. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the retiring Directors and Supervisors have no disagreements with the Board of Directors and the Board of Supervisors and there are no matters that need to be brought to the attention of the Shareholders. PROPOSED APPOINTMENT OF DIRECTORS AND SUPERVISORS In addition to the proposed re-election of Directors and Supervisors, the Board of Directors and the Board of Supervisors have respectively proposed the following new appointments to constitute the Seventh Session of the Board of Directors and the Board of Supervisors: (i) Mr. Liu Jun, Mr. Zhang Shude and Mr. Li Huaqiang as Non-executive Directors; (ii) Mr. Zhang Jinliang and Ms. Li Jie as Executive Directors; and - 2 - (iii) Mr. Wu Gaolian and Mr. Deng Ruilin as External Supervisors. EMPLOYEE REPRESENTATIVE SUPERVISORS The Employee Representative Supervisors of the Seventh Session of the Board of Supervisors will be elected at the Company’s staff representative meeting to be convened. BIOGRAPHIES OF THE DIRECTORS AND SUPERVISORS NOMINATED TO BE RE- APPOINTED AND APPOINTED AT THE 2015 ANNUAL GENERAL MEETING OF THE COMPANY Directors Executive Directors and Non-executive Directors Tang Shuangning, aged 61, joined the Company as Chairman of the Board of Directors in July 2007. Currently, he is also Chairman of China Everbright Group Limited, Chairman of China Everbright Holdings Company Limited, Chairman of China Everbright Limited (listed on the Hong Kong Stock Exchange, stock code: 00165), Chairman of China Everbright International Limited (listed on the Hong Kong Stock Exchange, stock code: 00257), member of the board of directors of Everbright Securities Co., Ltd. (listed on the Shanghai Stock Exchange, stock code: 601788) and member of the board of directors of Sun Life Everbright Life Insurance Co., Ltd. He was Deputy General Manager of Shenyang Branch of China Construction Bank (“CCB”) (listed on the Hong Kong Stock Exchange, stock code: 00939; listed on the Shanghai Stock Exchange, stock code: 601939）, Deputy General Manager and General Manager of Shenyang Branch of People’s Bank of China (“PBC”) and Deputy Director General and Director General of Shenyang Branch of State Administration of Foreign Exchange. He served successively as Director-General of the Credit Management Department of PBC, Director-General of the Currency, Gold and Silver Bureau of PBC and Director-General of the First Banking Supervision Department of PBC. From April 2003 to June 2007, he was Vice Chairman of China Banking Regulatory Commission (“CBRC”), and Vice President of the China Society for Finance and Banking and Advisor of the Investment Association of China etc.. He is a graduate of Dongbei University of Finance and Economics and holds a master’s degree in Investment and Economics and is a senior economist. He is a member of the Eleventh National Committee of the Chinese People’s Political Consultative Conference (“CPPCC”), a deputy to the Eighteenth National Congress of the Communist Party of China (“CPC”), a member of the Twelfth National People’s Congress and Vice Chairman of Agriculture and Rural Affairs Committee of the National People’s Congress. He is awarded “Special Government Allowance” by the State Council of China. The Company proposes to re-appoint Mr. Tang as a Non-executive Director for a term of three years. Mr. Tang will not receive any director’s fees. Save as disclosed above, Mr. Tang has not held other directorships in any other listed companies in the last three years and he does not hold any other positions with the Company or other group members of the Company. Save as disclosed above, Mr. - 3 - Tang does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of the SFO. In addition, there is no other information in relation to Mr. Tang which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders. Gao Yunlong, aged 57, has served as the Vice Chairman of the Company since December 2014. He currently serves as Vice Chairman and General Manager of China Everbright Group Limited. From 1994 to June 2014, he successively served as Deputy Head, Head and senior engineer of China Development Bank, as well as adjunct professor, Deputy Mayor of Baise of Guangxi Zhuang Autonomous Region, Vice Chairman and Chairman of Guangxi Zhuang Autonomous Region of China National Democratic Construction Association (“CNDCA”), Deputy Governor of Qinghai Province, Chairman of CNDCA at Qinghai Province, Executive Director and Deputy General Manager of China Everbright (Group) Corporation. He graduated from Tsinghua University with a doctoral degree in Chemical Engineering of the Department of Chemical Engineering. He is a senior engineer, professor and supervisor of postgraduates at Tsinghua University. He is also a member of the 11th and the 12th of the CPPCC. The Company proposes to re-appoint Mr. Gao as a Non-executive Director for a term of three years. Mr. Gao will not receive any director’s fees. Save as disclosed above, Mr. Gao has not held other directorships in any other listed companies in the last three years and he does not hold any other positions with the Company or other group members of the Company. Save as disclosed above, Mr. Gao does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of the SFO.
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