BANK of TIANJIN CO., LTD.* 天津銀行股份有限公司* (A Joint Stock Company Incorporated in the People’S Republic of China with Limited Liability) (Stock Code: 1578)

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Bank of Tianjin Co., Ltd. (天津銀行股份有限公司), you should at once hand this circular along with the proxy form and reply slip to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and the Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

BANK OF TIANJIN CO., LTD.* 天津銀行股份有限公司* (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1578)

PROPOSED APPOINTMENT OF MR. WU HONGTAO AS EXECUTIVE DIRECTOR APPOINTMENT OF EXTERNAL AUDITORS FOR 2021 AND NOTICE OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at Geneva Hotel (No. 32 Youyi Road, Hexi District, Tianjin, PRC) at 9:30 a.m. on Tuesday, 1 December 2020 is set out on pages 9 to 11 of this circular.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the proxy form in accordance with the instructions printed thereon as soon as possible. The proxy form (together with a notarially certified copy of the power of attorney or other authority (if any) if the proxy form is signed by a person on behalf of the appointor) must be delivered by H Shareholders to the H Share Registrar of the Bank, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 9:30 a.m. on Monday, 30 November 2020 (Hong Kong time).

If you intend to attend the EGM in person or by proxy, H Shareholders of the Bank are required to return the reply slip in person, by post or by facsimile to the H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong on or before Wednesday, 11 November 2020.

Completion and return of a proxy form will not preclude you from attending in person and voting at the EGM if you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked.

* Bank of Tianjin Co., Ltd. is not an authorised institution within the meaning of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorised to carry on banking/deposit-taking business in Hong Kong.

16 October 2020 TABLE OF CONTENTS

Page

DEFINITIONS ...... 1

LETTER FROM THE BOARD ...... 3

APPENDIX I – BIOGRAPHICAL PARTICULARS OF MR. WU HONGTAO ...... 8

NOTICE OF EXTRAORDINARY GENERAL MEETING ...... 9

–i– DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions shall have the following meanings:

“Articles of Association” the articles of association of the Bank as may be amended, modified or otherwise supplemented from time to time

“Bank” Bank of Tianjin Co., Ltd. (天津銀行股份有限公司), a joint stock company incorporated on 6 November 1996 in Tianjin, China with limited liability in accordance with PRC laws, and, if the context requires, includes its predecessors, subsidiaries, branches and sub-branches, the H Shares of the Bank were listed on the Stock Exchange on 30 March 2016 (Stock Code: 1578)

“Board” the board of Directors of the Bank

“CBIRC Tianjin Bureau” China Banking and Insurance Regulatory Commission Tianjin Bureau

“Director(s)” the director(s) of the Bank

“Domestic Share(s)” ordinary share(s) issued by the Bank, with a nominal value of RMB1.00 each, which are subscribed for or credited as paid up in Renminbi

“EGM” the 2020 first extraordinary general meeting of the Bank to be held at Geneva Hotel (No. 32 Youyi Road, Hexi District, Tianjin, PRC) at 9:30 a.m. on Tuesday, 1 December 2020, or any adjournment thereof, the notice of EGM is set out on pages 9 to 11 of this circular

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“H Share(s)” overseas listed foreign ordinary share(s) issued by the Bank with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars and listed on the Stock Exchange

“H Shareholder(s)” the holder(s) of H Share(s)

“H Share Registrar” Computershare Hong Kong Investor Services Limited

–1– DEFINITIONS

“Listing Rules” Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as may be amended, supplemented or otherwise modified from time to time

“PRC” or “China” the People’s Republic of China which, for the purposes of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

“RMB” Renminbi, the lawful currency of the PRC

“Shareholder(s)” Holder(s) of Share(s) of the Bank

“Share(s)” Domestic Share(s) and H Share(s) of the Bank

“Stock Exchange” The Stock Exchange of Hong Kong Limited

–2– LETTER FROM THE BOARD

BANK OF TIANJIN CO., LTD.* 天津銀行股份有限公司* (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1578)

Board of Directors: Registered Address and Address of Head Office: Executive Directors No. 15 Youyi Road, Mr. SUN Liguo (Chairman) Hexi District, Ms. ZHANG Furong Tianjin, China

Non-executive Directors Principal Place of Business in Hong Kong: Ms. SUN Jingyu 40/F, Sunlight Tower, Ms. DONG Guangpei 248 Queen’s Road East, Mr. Alistair Marshall BULLOCH Wan Chai, Mr. ZHAO Wei Hong Kong Mr. WANG Shunlong Ms. LI Jun

Independent non-executive Directors Mr. FENG Heping Mr. LAW Yee Kwan, Quinn Mr. JIN Qingjun Mr. HUA Yaogang Mr. HE Jia

To the Shareholders

PROPOSED APPOINTMENT OF MR. WU HONGTAO AS EXECUTIVE DIRECTOR APPOINTMENT OF EXTERNAL AUDITORS FOR 2021 AND NOTICE OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

Reference is made to the announcements of the Bank dated 12 October 2020 and 16 October 2020 in relation to, among other things, the resolution on the proposed appointment of Mr. Wu Hongtao as executive Director and the resolution on the appointment of external auditors for 2021.

–3– LETTER FROM THE BOARD

At the Board meeting convened on 12 October 2020, the Board approved the resolution on the proposed appointment of Mr. Wu Hongtao as executive Director and the resolution on the appointment of external auditors for 2021.

The purpose of this circular is to provide you with (among other things) (i) the resolution on the proposed appointment of Mr. Wu Hongtao as executive Director; (ii) the resolution on the appointment of external auditors for 2021; and (iii) a notice of the EGM, and to provide you with all the information reasonably necessary to enable you to make an informed voting decision on the proposed resolutions at the EGM.

II. PROPOSED APPOINTMENT OF MR. WU HONGTAO AS EXECUTIVE DIRECTOR

Reference is made to the announcement of the Bank dated 12 October 2020.

The Board proposed to appoint Mr. Wu Hongtao as an executive Director of the sixth session of the Board. The proposed appointment of executive Director is subject to the approval of the Shareholders at its general meeting and the approval of his qualification by the CBIRC Tianjin Bureau.

Mr. Wu Hongtao will not receive Director’s remuneration and/or allowance from the Bank during his term as an executive Director of the Bank. Mr. Wu Hongtao will enter into a service contract with the Bank after the approval of his appointment, his term of office will be from the date of the approval of his qualification by the CBIRC Tianjin Bureau to the expiry date of the term of office of the sixth session of the Board.

Save as the biographical details disclosed in Appendix I, as at the date of this circular, Mr. Wu has confirmed that, (i) he has not held any position of the Bank or its subsidiaries nor any other directorship or supervisorship in other listed companies for the past three years; (ii) he does not have any relationship with any other Directors, Supervisors, Senior Management of the Bank, substantial or controlling Shareholders; and (iii) he does not have any interests in the Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed in Appendix I, there are no other matters concerning the appointment of Mr. Wu Hongtao that are required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there are no other matters that need to be brought to the attention of the Shareholders.

The biographical details of Mr. Wu Hongtao are set out in Appendix I to this circular.

–4– LETTER FROM THE BOARD

III. APPOINTMENT OF EXTERNAL AUDITORS FOR 2021

Reference is made to the announcement of the Bank dated 16 October 2020, that Deloitte Touche Tohmatsu Certified Public Accountants LLP (“Deloitte Touche Tohmatsu Certified Public Accountants LLP”) has been providing annual audit services for the Bank since 2013 and such services will reach 8 years upon the conclusion of audit for 2020, and that Deloitte Touche Tohmatsu (“Deloitte Touche Tohmatsu”) has been providing international audit services for the Bank since 2015. In accordance with the requirements of the Measures for State-owned Financial Enterprises to Select and Appoint Accounting Firms (Cai Jin [2020] No. 6) promulgated by the Ministry of Finance, the Bank has reached the service term limit to change auditors, and it is required to appoint new auditors to conduct the review and audit tasks for 2021. The Board also confirmed that Deloitte Touche Tohmatsu Certified Public Accountants LLP is still the domestic auditor of the Bank for 2020 and Deloitte Touche Tohmatsu is still the international auditor of the Bank for 2020.

An ordinary resolution will be proposed at the EGM of the Bank to consider and, if thought fit, approve, the appointment of PricewaterhouseCoopers Zhong Tian LLP as the domestic auditor of the Bank for 2021 and the appointment of PricewaterhouseCoopers as the international auditor of the Bank for 2021, with a term expiring upon the conclusion of the 2021 annual general meeting of the Bank. It is expected that the audit fees for the domestic and international financial statements and the review fees for the international interim financial statements for 2021 will be approximately RMB498 million.

IV. EGM

The Bank will convene the EGM to consider and, if thought fit, approve, among other things, the resolution on the proposed appointment of Mr. Wu Hongtao as executive Director and the resolution on the appointment of external auditors for 2021.

The EGM will be held at Geneva Hotel (No. 32 Youyi Road, Hexi District, Tianjin, PRC) at 9:30 a.m. on Tuesday, 1 December 2020 to consider and, if thought fit, to pass resolutions in respect of the matters as set out in the notice of the EGM. A proxy form and a reply slip will be dispatched to the Shareholders in accordance with the Listing Rules on Friday, 16 October 2020. The notice of the EGM is set out on pages 9 to 11 of this circular.

Whether or not you intend to attend and/or vote at the EGM, you are requested to complete and return as soon as possible the form of proxy in accordance with the instructions printed thereon. If you intend to attend the EGM in person or by proxy, H Shareholders are required to complete and return the reply slip in person, by post or by facsimile to the H Share Registrar at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong on or before Wednesday, 11 November 2020.

Completion and return of a proxy form will not preclude you from attending in person and voting at the EGM if you so wish and completion and return of the reply slip do not affect the right of a Shareholder to attend and vote at the respective meeting.

–5– LETTER FROM THE BOARD

V. VOTING BY POLL AT THE EGM

Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions to be proposed at the EGM must be taken by poll. The chairman of the EGM will therefore demand a poll for every such resolution put to the vote at the EGM. On a poll, every Shareholder present in person or by proxy or (being a corporation) by its duly authorised representative shall have one vote for each Share registered in his or her name in the register of Shareholders. A Shareholder entitled to more than one vote need not use all his or her votes or cast all the votes he or she uses in the same way.

VI. CLOSURE OF REGISTER OF MEMBERS

In order to determine the entitlement to attend and vote at the EGM, the register of members of the Bank will be closed from Sunday, 1 November 2020 to Tuesday, 1 December 2020 (both days inclusive), during which period no transfer of Shares will be effected. Shareholders whose names appear on the register of members of the Bank at the close of business on Friday, 30 October 2020 will be entitled to attend and vote at the EGM. In order to be qualified to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the H Share Registrar, namely Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (in respect of H Shares), or the Bank’s registered office in the PRC at Board office, 10/F, Guoxin Building, No. 10 Youyi Road, Hexi District, Tianjin, the PRC (in respect of Domestic Shares) no later than 4:30 p.m. on Friday, 30 October 2020.

VII. RECOMMENDATION

The Board (including the independent non-executive Directors) considers that all resolutions set out in the notice of the EGM for the consideration and approval of the Shareholders are in the best interests of the Bank and the Shareholders. As such, the Board recommends the Shareholders to vote in favour of the resolutions set out in the notice of the EGM which are to be proposed at the EGM.

–6– LETTER FROM THE BOARD

VIII. ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendix to this circular and the notice of the EGM.

By Order of the Board Bank of Tianjin Co., Ltd. SUN Liguo Chairman

Tianjin, China 16 October 2020

–7– APPENDIX I BIOGRAPHICAL PARTICULARS OF MR. WU HONGTAO

Biographical details of the candidate proposed to be elected as executive Director at the EGM as required under Rule 13.51(2) of the Listing Rules are set out as follows:

Mr. WU Hongtao (吳洪濤), aged 48. Mr. Wu has served as the deputy secretary of the party committee of the Bank since September 2020. From January 2020 to September 2020, Mr. Wu served as the partner and the president of Southern China area of New Hope Group; the president and executive director of Guangdong Huaxing Bank from November 2018 to October 2019; the president of Guangdong Huaxing Bank from February 2018 to November 2018; the deputy secretary of the party committee, vice chairman and president of Jiangxi Bank from May 2016 to January 2018; the vice chairman and president of Jiangxi Bank from December 2015 to May 2016; the deputy secretary of the party committee, vice chairman and president of Bank of Nanchang from March 2013 to December 2015; the party committee member and vice president of China Guangfa Bank, Guangzhou branch from April 2011 to March 2013; successively the supervisor of the research and development department, deputy general manager of the office, deputy general manager of the bank card department, deputy general manager of the financial interbank department, the general manager of the financial interbank and consolidation department and the general manager of the financial institution department of China Guangfa Bank from January 2001 to April 2011. From May 1997 to January 2001, Mr. Wu successively served as the staff and deputy director of the office of China Guangfa Bank, Nanjing branch, and served as the staff of Gf Securities of China Guangfa Bank from August 1995 to May 1997.

From April 2020 to October 2020, Mr. Wu served as the director of Shenzhen Gas Corporation Ltd. (601139.SH).

Mr. Wu graduated from the department of international economics of the school of economics of Peking University in July 1995, and obtained a master’s degree in laws from the department of laws and political science of East China Normal University with a major in political science in October 1997. He obtained a doctor’s degree in economics from the department of finance of the East China Normal University with a major in global economics in July 2003. Mr. Wu has also obtained the qualification of senior economist and the qualification as a lawyer in the People’s Republic of China.

–8– NOTICE OF EXTRAORDINARY GENERAL MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

BANK OF TIANJIN CO., LTD.* 天津銀行股份有限公司* (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1578)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “EGM”) of Bank of Tianjin Co., Ltd. (天津銀行股份有限公司) (the “Bank”) will be held at Geneva Hotel (No. 32 Youyi Road, Hexi District, Tianjin, PRC) at 9:30 am on Tuesday, 1 December 2020.

The following resolutions will be considered and, if thought fit, approved by the Shareholders of the Bank at the EGM:

ORDINARY RESOLUTIONS

1. to consider and approve the proposed appointment of Mr. Wu Hongtao as an executive Director.

2. to consider and approve the appointment of the external auditors for 2021.

By Order of the Board Bank of Tianjin Co., Ltd. SUN Liguo Chairman

Tianjin, China 16 October 2020

As at the date of this notice, the board of directors of the Bank comprises Mr. SUN Liguo and Ms. ZHANG Furong, as executive directors; Ms. SUN Jingyu, Ms. DONG Guangpei, Mr. Alistair Marshall BULLOCH, Mr. ZHAO Wei, Mr. WANG Shunlong and Ms. LI Jun as non-executive directors; Mr. FENG Heping, Mr. LAW Yee Kwan, Quinn, Mr. JIN Qingjun, Mr. HUA Yaogang and Mr. HE Jia as independent non-executive directors.

–9– NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. Registration procedures for attending the EGM

Individual Shareholders who wish to attend the meeting in person shall produce their identity cards or other effective document or proof of identity and stock account cards. Proxies of individual Shareholders shall produce their effective proof of identity and proxy form. A corporate Shareholder should attend the meeting by its legal representative or proxy appointed by the legal representative. A legal representative who wishes to attend the meeting should produce his/her identity card or other valid documents evidencing his/her capacity as a legal representative. If appointed to attend the meeting, the proxy should produce his/her identity card and an authorisation instrument duly signed by the legal representative of the corporate Shareholder.

2. Reply Slip

Holders of H Shares who intend to attend the EGM in person or by proxy should return the reply slip in person, by post or by facsimile to the H Share Registrar, Computershare Hong Kong Investor Services Limited, on or before Wednesday, 11 November 2020.

The address of Computershare Hong Kong Investor Services Limited is 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (Tel: +852 2862 8555, Fax: +852 2865 0990).

3. Proxy

Any Shareholder entitled to attend and vote at the EGM is entitled to appoint one or more persons (whether such person is a Shareholder or not) as his/her proxy or proxies to attend and vote on his/her behalf.

The instrument appointing a proxy must be in writing under the hand of the Shareholder or his/her attorney duly authorised in writing. For a corporate Shareholder, the proxy instrument must be affixed with the common seal or signed by its director or attorney duly authorised in writing.

The proxy form (together with a notarially certified copy of the power of attorney or other authority (if any) if this proxy form is signed by a person on behalf of the appointor) must be delivered by the holder of H shares to the H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 9:30 am on Monday, 30 November 2020 (Hong Kong time). If no direction is given, the proxy will be entitled to vote or abstain as he/she thinks fit. The proxy will also be entitled to vote at his/her discretion on any resolution properly put forward at the EGM other than those referred to in the notice convening the EGM.

Where there are joint holders of any Shares, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such Shares as if he/she were solely entitled thereto. However, if more than one of such joint holders is present at the EGM, either personally or by proxy, then one of the said persons so present whose name stands first in the register of members in respect of such Shares shall alone be entitled to vote in respect thereof.

Completion and return of a proxy form will not preclude a Shareholder from attending in person and voting at the EGM or at any adjournment thereof if he so wishes, but in such event the instrument appointing a proxy shall be deemed to be revoked.

–10– NOTICE OF EXTRAORDINARY GENERAL MEETING

4. Closure of register of members

In order to determine the list of Shareholders who are entitled to attend and vote at the EGM on Tuesday, 1 December 2020, the register of members of the Bank will be closed from Sunday, 1 November 2020 to Tuesday, 1 December 2020 (both days inclusive). In order to be qualified to attend and vote at the EGM, H Shareholders of the Bank must lodge all transfer documents accompanied by the relevant H Share certificates with the H Share Registrar, namely Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration no later than 4:30 p.m. on Friday, 30 October 2020.

5. Publication of poll results

Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, each of the resolutions set out in the notice of the EGM will be voted by poll. Results of the poll voting will be published on the Bank’s website at www.bankoftianjin.com and the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the EGM.

6. Others

The EGM is estimated to last no longer than half a day. Shareholders who attend the meeting in person or by proxy shall bear their own traveling, dining and accommodation expenses.

–11–