HISTORY AND DEVELOPMENT

1. HISTORY OF THE BANK In light of the lack of provincial city commercial banks in province and to promote the economic development of Gansu province, the People’s Government of Gansu Province decided to establish a provincial city commercial bank by building on the foundations of Baiyin City Commercial Bank and City Commercial Bank. Therefore, on May 30, 2011, 25 legal entities (including large and medium-sized SOEs in Gansu province and private enterprises in and outside Gansu province) and representatives of all the shareholders of Baiyin City Commercial Bank and Pingliang City Commercial Bank jointly entered into a promoters agreement in respect of Bank Co., Ltd. ( ). Pursuant to the agreement, the 25 legal entities contributed cash and all the shareholders of Baiyin City Commercial Bank and Pingliang City Commercial Bank contributed the appraised net assets of Baiyin City Commercial Bank and Pingliang City Commercial Bank, respectively, to incorporate Dunhuang Bank Co., Ltd. On August 24, 2011, the General Office of the People’s Government of Gansu Province approved the change to the name of the bank to be incorporated from the former “Dunhuang Bank Co., Ltd.” to “Bank of Gansu Co., Ltd.”. On September 27, 2011, the CBRC approved the establishment of the Bank. On November 18, 2011, the CBRC Gansu Office approved the commencement of business of the Bank and the conversion of Baiyin City Commercial Bank, Pingliang City Commercial Bank and their branches and sub-branches into Baiyin Branch, Pingliang Branch and sub-branches of the Bank. On the same day, the Bank was granted the enterprise business license by the Administration for Industry and Commerce of Gansu Province and was formally incorporated under the PRC Company Law. The Bank is the only provincial city commercial bank in Gansu province. At the time of its incorporation, the registered capital of the Bank was RMB3,486,223,700.00, divided into 3,486,223,700 shares with a nominal value of RMB1.00 per share. The registered capital has been fully paid up. The principal businesses of the Bank include corporate banking, retail banking and financial market operations. In respect of corporate banking, the Bank offers corporate customers a broad range of financial products and services, including loans, discounted bills, deposits and fee- and commission- based products and services. In respect of retail banking, the Bank offers its retail customers a wide range of products and services, including loans, deposits, debit card services and fee- and commission- based products and services. The Bank’s financial markets operations primarily include money market transactions, investment business and wealth management business. The Bank has also obtained the qualification to provide international settlement services to provide exchange settlement, remittances, inward collections and export letters of credit. The major milestones in the Bank’s development are set forth as follows: Date Major Milestones November 2011 The Bank was established as a joint stock company under the PRC Company Law. August 2012 The Bank’s integrated business system was successfully launched. October 2012 With the approval of the PBoC, the Bank connected to ’s modern payment system in its capacity as a legal person. December 2012 The General Office of the People’s Government of Gansu Province issued the Opinion on Supporting the Fast Development of Bank of Gansu, requiring that all departments of Gansu provincial government and all levels of governments in Gansu province take effective measures to support the growth and strengthening of the Bank.

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Date Major Milestones January 2013 The Bank’s online banking service was officially launched to provide customers with a wide range of financial services, including account inquiries, intra and cross-bank transfer and wealth management services.

February 2013 “Huifu Phase I” ( ) RMB financial product, the first wealth management product developed by the Bank, was officially launched.

June 2013 The Bank received the approval from the CBRC Gansu Office for engaging in foreign exchange business.

April 2014 The total assets of the Bank exceeded RMB100 billion.

May 2014 The Bank completed the filing of the domestic RMB settlement services for cross-border transactions with Central Sub-branch of the PBoC.

November 2014 The total deposits of the Bank exceeded RMB100 billion.

December 2014 The Bank’s mobile banking service was officially launched, providing customers with a wide range of financial services, including account balance and transaction statement inquiries, transfer and remittances and purchase of financial products.

January 2015 The Bank successfully connected to the Onshore Foreign Exchange Payment System ( ), launching services for five currencies including USD, EUR, HKD, JPY and GBP, and became the first provincial city commercial bank in Gansu province to connect to the Onshore Foreign Exchange Payment System of the PBoC.

June 2015 The Bank became a fundamental member of the market interest rate pricing self-discipline mechanism.

October 2015 The Bank’s electronic banking channel management platform was officially launched. This enabled the back-end management of customers, business, financial reports and parameters by the Bank’s online banking, mobile banking and other electronic channels.

December 2015 The Bank’s first online loan product “Tax e-Financing” ( ), a financial product jointly developed by the Bank and Gansu Provincial Office of SAT, was successfully launched, which provides credit loans to small and micro businesses and individual proprietors to support their business and operations.

The total assets of the Bank exceeded RMB200 billion.

February 2016 The Bank formally became a member of the NAFMII.

April 2016 The Bank’s online payment platform was successfully launched, providing customers engaged in e-commerce business with online payment, clearing and settlement services.

August 2016 The Bank’s direct banking platform was officially launched, through which customers can purchase and enjoy diversified financial products and services sold and provided by the Bank and third parties.

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Date Major Milestones April 2017 The Bank’s integrated e-commerce platform “Longyin Commerce” ( ) was officially launched, which provides merchants with comprehensive procurement, sales and inventory management services and online B2B and B2C transactions. August 2017 The Bank obtained the qualification to engage in underwriting business of debt financing instruments for non-financial enterprises.

2. CHANGE OF THE REGISTERED CAPITAL OF THE BANK The registered capital of the Bank was RMB3,486,223,700.00 at the time of its incorporation. Since the incorporation of the Bank, there have been various increases of the share capital of the Bank primarily through enlargement of the total shares issued and capitalization of undistributed profits to ensure the capital adequacy of the Bank and to support its business development.

As of the Latest Practicable Date, the registered capital of the Bank was RMB7,525,991,330.00. The Bank has issued a total of 7,525,991,330 Domestic Shares with a nominal value of RMB1.00 per share. The changes in the share capital of the Bank since its incorporation are set forth as follows:

Year Changes in the share capital 2013 The Bank capitalized undistributed profits of RMB208,598,579.00 (“2013 Conversion of Undistributed Profits into Share Capital”), after which the registered capital of the Bank increased to RMB3,694,822,279.00 and the total share capital of the Bank increased to 3,694,822,279 shares. The Bank issued a total of 2,950,918,414 Domestic Shares to 20 qualified legal entities at an issue price of RMB1.45 per share which was determined with reference to the valuation of the Bank’s net assets as of May 31, 2013 (“2013 Private Placement”). 2014 The Bank issued a total of 270,035,327 new Shares to 2,692 employees at an issue price of RMB1.45 per share, raising a total of RMB391,551,224.00 (“2014 Employees Share Issuance”). The Bank capitalized undistributed profits of RMB221,086,902.00 (“2014 Conversion of Undistributed Profits into Share Capital”). The registered capital of the Bank increased to RMB7,136,862,922.00 and the total share capital of the Bank increased to 7,136,862,922 shares after completing the 2013 Private Placement, 2014 Employees Shares Issuance and 2014 Conversion of Undistributed Profits into Share Capital. 2015 The Bank capitalized undistributed profits of RMB389,128,408.00 (“2015 Conversion of Undistributed Profits into Share Capital”), after which the registered capital of the Bank further increased to RMB7,525,991,330.00 and the total share capital of the Bank increased to 7,525,991,330 shares.

Notes: 1. (1) The CBRC Gansu Office approved the 2013 Conversion of Undistributed Profits into Share Capital. However, the Bank did not obtain approval for the change to the Bank’s registered capital resulting from the 2013 Conversion of Undistributed Profits into Share Capital from the CBRC Gansu Office following implementation of the scheme in accordance with applicable laws and regulations.

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(2) The Bank obtained the relevant approval of the change to the Bank’s registered capital resulting from the 2014 Employees Share Issuance from the CBRC Gansu Office. However, the Bank did not obtain the prior approval for the issuance from the CBRC Gansu Office in accordance with applicable laws and regulations. Grandall Law Firm (), the PRC legal adviser to the Bank, is of the view that, because (a) the CBRC Gansu Office has confirmed that all previous increases in the Bank’s share capital were conducted in compliance with applicable laws and regulations, and there were no material defects or violation of laws and regulations; (b) the People’s Government of Gansu Province has confirmed that the Bank has obtained the necessary approvals from competent authorities in respect of all previous increases in its share capital and there were no material violation of laws and regulations; and (c) the Bank has reported the relevant information to the CSRC and applied to be regulated as a non-listed public company, the above circumstances do not have any material and adverse effect on the legality and effectiveness of the previous changes to the Bank’s share capital. 2. (1) During the incorporation of the Bank, the net assets of Baiyin City Commercial Bank and Pingliang City Commercial Bank were appraised in accordance with applicable laws and regulations, the results of which were used as the basis of determination of the value of capital contribution in kind. However, the Bank did not obtain approval for the results of appraisal from competent authorities in accordance with applicable laws and regulations. (2) During the 2013 Private Placement, the net assets of the Bank as of May 31, 2013 were appraised, the results of which were used as the basis of determination of the issuance price of the 2013 Private Placement. However, the Bank did not file the results of appraisal with competent authorities in accordance with applicable laws and regulations. (3) During the 2014 Employees Share Issuance, the appraisal results of the Bank’s net assets as of May 31, 2013 were used as the basis of determination of the issuance price. However, the validity of the appraisal results exceeded the one-year maximum period under applicable laws. Additionally, the Bank did not file the results of appraisal with competent authorities in accordance with applicable laws and regulations. Grandall Law Firm (Shanghai), the PRC legal adviser to the Bank, is of the view that, as the People’s Government of Gansu Province has confirmed that the basis of determination of the issuance price of the capital increase was reasonable, achieving the preservation and appreciation of the state-owned assets, the above circumstances do not have any material and adverse effect on the legality and effectiveness of the incorporation of the Bank and its all previous capital enlargement and share increases. 3. Following implementation of the 2013 Conversion of Undistributed Profits into Share Capital, 2013 Private Placement, 2014 Employees Share Issuance and 2014 Conversion of Undistributed Profits into Share Capital, the Bank did not promptly register the increases of its registered share capital. Upon implementation of the 2015 Conversion of Undistributed Profits into Share Capital, the Bank registered the changes arising from such cumulative increases in its registered capital with the Administration for Industry and Commerce of Gansu Province (the “Gansu Administration for Industry and Commerce”) in December 2015. Grandall Law Firm (Shanghai), the PRC legal adviser to the Bank, is of the view that the above circumstances do not have a material and adverse effect on the legality and effectiveness of the Bank’s previous capital enlargements and share increases, for the following reasons: (1) changes in the registered capital of a company should be filed with the administration for industry and commerce, and do not require prior approval from such regulator. Therefore, failure to register the changes in the registered capital with the administration for industry and commerce should not invalidate the changes in registered capital, (2) the Bank registered the changes arising from the cumulative increases in its registered capital from 2013 to 2015 with the competent administration for industry and commerce on December 2, 2015, and was granted the renewed business license, and (3) the Gansu Administration for Industry and Commerce, the Bank’s supervising administration for matters of industry and commerce, has confirmed that the Bank has not been subject to any administrative penalties imposed by the Gansu Administration for Industry and Commerce since its establishment. 3. THE SUBSIDIARY OF THE BANK As of the Latest Practicable Date, Jingning Chengji Rural Bank was the sole subsidiary of the Bank. The Bank holds 62.73% equity interest in Jingning Chengji Rural Bank, the financials of which have been consolidated into the Bank’s financial statements. The remaining equity interests in Jingning Chengji Rural Bank are held by 41 corporate and individual shareholders. Jingning Chengji Rural Bank was established on September 18, 2008, which was originally a subsidiary of Pingliang City Commercial Bank. It offers local corporate and retail customers diversified financial products and services, including loans, deposits and fee- and commission-based products and services. As of the Latest Practicable Date, the registered capital of Jingning Chengji Rural Bank was RMB40.25 million. 4. ISSUANCE OF BONDS 4.1 Financial bonds In March, 2017, the Bank issued financial bonds in an aggregate principal amount of RMB1,000.0 million. The bonds have a term of three years and bear an interest rate of 4.67% per annum. In April 2017, the Bank issued financial bonds in an aggregate principal amount of RMB1,000.0 million. The bonds have a term of five years and bear an interest rate of 5.00% per annum.

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In May 2017, the Bank issued financial bonds in an aggregate principal amount of RMB1,000.0 million. The bonds have a term of three years and bear an annual interest rate of 4.90%.

In August 2017, the Bank issued financial bonds in an aggregate principal amount of RMB1,500.0 million. The bonds have a term of three years and bear an annual interest rate of 4.85%.

4.2 Tier-two capital bonds In December 2015, the Bank issued tier-two capital bonds in an aggregate principal amount of RMB3,200.0 million. The bonds have a term of 10 years and bear an interest rate of 5.10% per annum. The Bank has an option to redeem the bonds on December 11, 2020 at par.

4.3 Interbank certificates In 2015, the Bank issued several tranches of zero-coupon interbank certificates in an aggregate principal amount of RMB7,740.0 million. These interbank certificates have terms of one month to six months and bear effective interest rates between 2.55% and 3.60% per annum.

In 2016, the Bank issued several tranches of zero-coupon interbank certificates in an aggregate principal amount of RMB35,890.0 million. These interbank certificates have terms of one month to one year and bear effective interest rates between 2.55% and 4.82% per annum.

In the six months ended June 30, 2017, the Bank issued several tranches of zero-coupon interbank certificates in an aggregate principal amount of RMB27,870.0 million. These interbank certificates have terms of one month to one year and bear effective interest rates between 4.00% and 5.31% per annum.

For details of the bond issuances of the Bank, please refer to “Financial Information—Capital Resources—Debt—Debt Securities Issued”.

5. REASONS FOR LISTING The Bank intends to continuously expand the scope of its operation, details of which are set out in the sections headed “Business—Our Development Strategies” and “Future Plans and Use of Proceeds”. The Bank believes that the Listing will provide the Bank with additional capital to develop its business, further enhance the Bank’s corporate governance and core competiveness and improve the Bank’s brand awareness.

6. SHAREHOLDING AND CORPORATE STRUCTURE OF THE BANK 6.1 Shareholding structure As of the Latest Practicable Date, the Bank had 127 corporate shareholders and 3,624 individual shareholders, holding in aggregate approximately 95.68% and 4.32% of the Shares, respectively. All these shareholders are holders of Domestic Shares. The shareholders directly holding 5% or more of the Shares include Gansu Highway Aviation Tourism, Baoshang Bank, Iron & Steel, Gansu Electric Power Investment and Jinchuan Group, directly holding approximately 15.38%, 11.23%, 8.42%, 8.42% and 8.42% of the total issued Shares, respectively.

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As of the Latest Practicable Date, Gansu State-owned Assets Investment directly held 4.77% of the Shares. It also holds (1) 100% equity interest in Gansu Electric Power Investment (directly holding 8.42% of the Shares), and (2) 48.67% equity interest in Jinchuan Group (directly holding 8.42% of the Shares). Therefore, Gansu Electric Power Investment and Jinchuan Group are controlled corporations of Gansu State-owned Assets Investment as defined by the SFO. Gansu State-owned Assets Investment is deemed to be interested in the Shares held by Gansu Electric Power Investment and Jinchuan Group pursuant to the SFO.

Jiuquan Iron & Steel, Gansu Electric Power Investment, Jinchuan Group and Gansu State- owned Assets Investment are all directly or indirectly controlled by Gansu SASAC, while Gansu Highway Aviation Tourism is wholly owned by the Department of Transportation of Gansu Province. For details of the above Shareholders, please refer to “Substantial Shareholders”.

As of the Latest Practicable Date, 220 Shareholders had not completed their share custodian procedures, including two corporate Shareholders holding an aggregate of 1,307,840 Domestic Shares, representing approximately 0.0174% of the total issued Shares, and 218 individual Shareholders holding an aggregate of 5,587,119 Domestic Shares, representing approximately 0.0742% of the total issued Shares. Grandall Law Firm (Shanghai), the PRC legal adviser to the Bank, is of the opinion that this will not have any material and adverse impact on the Bank’s shareholding structure, corporate governance, business and operation.

Shareholding Structure Immediately Prior to the Global Offering The following chart sets out the shareholding structure of the Bank as of the Latest Practicable Date and immediately prior to the Global Offering.

Gansu State-owned Assets Investment(6)

31.91% 16.46%100% 48.67%

Gansu Gansu Electric Highway Baoshang Jiuquan Jinchuan Other corporate Individual Power Aviation Bank(2) Iron & Steel(3) Group(5) Shareholders(7) Shareholders(8) Investment(4) Tourism(1)

15.38% 11.23% 8.42% 8.42% 8.42% 4.77% 39.04% 4.32%

The Bank(9)

62.73%

Jingning Chengji Rural Bank(10)

Notes: (1) Gansu Highway Aviation Tourism is a state-owned Shareholder of the Bank. As of the Latest Practicable Date, it directly held 15.38% of the total issued Shares. Gansu Highway Aviation Tourism is wholly owned by the Department of Transportation of Gansu Province. Its main scope of business includes operating and managing state-owned assets, financing, investing, developing, constructing and managing high-grade highways, civil aviation airports, major tourism resources, and major tourism projects in Gansu province. For details of the Shares held by Gansu Highway Aviation Tourism, please refer to the section headed “Substantial Shareholders”. (2) Baoshang Bank is a non-state-owned Shareholder of the Bank. As of the Latest Practicable Date, it directly held 11.23% of the total issued Shares. Baoshang Bank is a city commercial bank incorporated in Autonomous Region of the PRC and has no

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controlling shareholder or substantial shareholder. Taiping Business Group Co., Ltd. ( ) is its single largest shareholder, holding 9.07% of its equity interest. For details of the Shares held by Baoshang Bank, please refer to the section headed “Substantial Shareholders”. (3) Jiuquan Iron & Steel is a state-owned Shareholder of the Bank. As of the Latest Practicable Date, it directly held 8.42% of the total issued Shares. Gansu SASAC and Gansu State-owned Assets Investment hold 68.09% and 31.91% equity interest in Jiuquan Iron & Steel, respectively, and Jiuquan Iron & Steel in turn holds 16.46% equity interest in Gansu State-owned Assets Investment. The main scope of business of Jiuquan Iron & Steel includes manufacturing, mining, agriculture, forestry, animal husbandry, fishery, electric power, production and supply of gas and water, transportation, warehousing. For details of the Shares held by Jiuquan Iron & Steel, please refer to the section headed “Substantial Shareholders”. (4) Gansu Electric Power Investment is a state-owned Shareholder of the Bank. As of the Latest Practicable Date, it directly held 8.42% of the total issued Shares. Gansu Electric Power Investment is a wholly-owned subsidiary of Gansu State-owned Assets Investment, which is a substantial shareholder of the Bank. Its main scope of business includes servicing the development of energy industry and construction of railway infrastructure in Gansu province, provincial coal, electricity and other basic energy projects, and new energy industry projects. Pursuant to the SFO, Gansu State-owned Assets Investment is deemed to be interested in the Shares held by Gansu Electric Power Investment. For details of the Shares held by Gansu Electric Power Investment, please refer to the section headed “Substantial Shareholders”. (5) Jinchuan Group is a state-owned Shareholder of the Bank. As of the Latest Practicable Date, it directly held 8.42% of the total issued Shares. Jinchuan Group is the controlling shareholder of Jinchuan Group International Resources Co., Ltd. (a company listed on the Hong Kong Stock Exchange, stock code 2362). The main scope of business of Jinchuan Group includes production and sales of nickel, copper, cobalt, rare and precious metals, inorganic chemical products, hazardous chemical products, engineering works, lifting mechanical equipment, geological survey, mining, manufacturing, construction, transportation. Gansu State-owned Assets Investment, Gansu SASAC, Jiuquan Iron & Steel, Gansu Electric Power Investment and Jingyuan Coal Industry Group Co., Ltd. ( ) (a shareholder holding 3.18% of the Shares) hold 48.67%, 12.89%, 1.40%, 1.66% and 0.70% equity interest in Jinchuan Group, respectively. Pursuant to the SFO, Gansu State-owned Assets Investment is deemed to be interested in the Shares held by Jinchuan Group. For details of the Shares held by Jinchuan Group, please refer to the section headed “Substantial Shareholders”. (6) Gansu State-owned Assets Investment is a state-owned Shareholder of the Bank. As of the Latest Practicable Date, it directly held 4.77% of the total issued Shares. Gansu SASAC and Jiuquan Iron & Steel hold 83.54% and 16.46% equity interest in Gansu State-owned Assets Investment, respectively, while Gansu State-owned Assets Investment also in turn holds 31.91% equity of Jiuquan Iron & Steel. The principal scope of business of Gansu State-owned Assets Investment includes state-owned capital (equity) management and financing business, industry consolidation and investment business, fund investment and venture capital business, listed equity management and operation business. Gansu State-owned Assets Investment holds (a) 100% equity interest in Gansu Electric Power Investment (directly holding 8.42% of the Shares), and (b) 48.67% equity interest in Jinchuan Group (directly holding 8.42% of the Shares). Therefore, Gansu Electric Power Investment and Jinchuan Group are controlled corporations of Gansu State-owned Assets Investment as defined by the SFO. Pursuant to the SFO, Gansu State-owned Assets Investment is deemed to be interested in the Shares held by Gansu Electric Power Investment and Jinchuan Group. For details of the Shares held by Gansu State-owned Assets Investment, please refer to the section headed “Substantial Shareholders”. (7) As of the Latest Practicable Date, 121 other corporate Shareholders held an aggregate of 39.04% of the Shares. The highest shareholding of those corporate Shareholders does not exceed 3.18%. (8) As of the Latest Practicable Date, 3,624 individual Shareholders held an aggregate of 4.32% of the Shares. The highest shareholding those individual Shareholders does not exceed 0.0109%. (9) For the main organization and management structure of the Bank, please refer to “— Shareholding and Corporate Structure of the Bank — Organizational Structure”. (10) For details of Jingning Chengji Rural Bank and its shareholders, please refer to “— The Subsidiary of the Bank”. All other shareholders of Jingning Chengji Rural Bank are independent third parties of the Bank.

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Shareholding Structure Immediately Following the Global Offering The following chart sets forth the shareholding structure of the Bank immediately following the Global Offering (assuming that the Over-allotment Option has not been exercised and the shareholding of the following shareholders has not changed as of the Latest Practicable Date).

Gansu State-owned Assets Investment(1)

31.91% 16.46%100% 48.67%

Gansu Gansu Electric Public Highway Baoshang Jiuquan Jinchuan Other corporate Individual Power Shareholders of Aviation Bank Iron & Steel Group Shareholders Shareholders Investment H Shares Tourism

11.88% 8.68% 6.51% 6.51% 6.51% 3.69% 30.16% 3.34% 22.72%

The Bank

62.73%

Jingning Chengji Rural Bank

Note: (1) As disclosed, Gansu Electric Power Investment and Jinchuan Group are controlled corporations of Gansu State-owned Assets Investment, and Gansu State-owned Assets Investment is deemed to be interested in the Shares held by Gansu Electric Power Investment and Jinchuan Group.

6.2 Organizational structure The Bank has implemented a series of measures to optimize its management structure and improve its internal control system, including: ‰ establishing a modern corporate governance framework; ‰ establishing comprehensive risk management and internal control systems; ‰ enhancing the utilization of information technology; and ‰ promoting human resources development.

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The following chart sets out the principal organizational and management structure of the Bank as of the Latest Practicable Date.

Shareholders' General Meeting

Board of Directors Board of Supervisors Audit Committee Committee Committee of Directors Supervisory Strategy and Nomination Related Party of Supervisors Nomination and Audit Committee Office of the Board Office of the Board Transaction and Risk Management Committee Development Committee Remuneration Committee Senior Management

Assets and Liabilities Management Committee Risk Management and Internal Control Committee Department Department Department Department Service Center General Office Audit Department Security Department Retail Business Financial Institutional Management Accounting and Operation Strategy and Development Discipline Inspection Office Internet Finance Department Risk and Credit Management Financial Market Department Human Resources Department Corporate Business Department Individual Business Department Investment Banking Department International Business Department Legal and Compliance Department Planning and Financial Department Information Technology Department

Branch office affiliated with the Branches and directly-affiliated headquarters and sub-branches sub-branches within Lanzhou City Sub-branch Sub-branch New Linxia Branch Baiyin Branch Branch Wuwei Branch Gannan Branch Jiuquan Branch High-tech Zone Branch Branch Branch Xigu Sub-branch Pingliang Branch Branch Jiayuguan Branch Qilihe Sub-branch with the headquarters An’ning Sub-branch Sub-branch Xinglong Sub-branch Donggang Sub-branch Branch office affiliated Chengguan Sub-branch Central Plaza Sub-branch

6.3 Corporate governance structure The Bank has established a modern corporate governance structure in line with the Articles of Association, the PRC laws and regulations and the Listing Rules, including the shareholders’ general meeting, the Board of Directors, the Board of Supervisors and the senior management.

Shareholders’ General Meeting The Shareholders’ general meeting of the Bank is the organ of authority of the Bank. Its principal responsibilities include: ‰ determining the operating principles and major investment plans of the Bank; ‰ electing and replacing Directors and determining the remuneration of the relevant Directors; ‰ electing and replacing the non-employee representative Supervisors and determining the remuneration of the Supervisors; ‰ considering and approving reports of the Board of Directors and the Board of Supervisors;

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‰ considering and approving the Bank’s annual financial budget plans, final accounting plans and the Bank’s profit distribution plans and formulating loss resolution plans; ‰ making decisions on the Bank’s increases or decreases in its registered capital; ‰ approving issuance of bonds by the Bank or listing of the Shares; ‰ considering and approving the Bank’s external investments, asset transfers, assignments, acquisitions, disposal plans or authorizing the Board of Directors to consider and approve the same; ‰ passing resolutions on the Bank’s share repurchases; ‰ passing resolutions on the Bank’s mergers, spin-offs, dissolution, liquidation or transformations of the Bank; ‰ amending the Articles of Association; ‰ passing resolutions on the appointment and dismissal of auditors; ‰ considering and approving matters in respect of any changes to the use of proceeds; ‰ considering and approving any equity incentive plan; and ‰ considering any interim proposals submitted by Shareholders representing at least 3% of the total voting rights Shares.

Board of Directors The Board of Directors is accountable to the Shareholders’ general meeting, and comprises professionals with different backgrounds and qualifications. Its principal responsibilities include: ‰ determining the Bank’s business development strategy and determining the Bank’s business plan and investment program; ‰ considering the Bank’s annual reports and managing the Bank’s external information disclosure; ‰ convening the general meeting of Shareholders, reporting to the Shareholders’ meeting, and implementing the resolutions of the Shareholders’ meeting; ‰ formulating the Bank’s annual financial budgets, final accounts, risk capital allocation plans, profit distribution plans and loss resolution plans; ‰ considering and approving the Bank’s external investments, acquisitions and sales of assets, pledging of assets, provision of guarantees to third parties, entrusted financial management and related party transactions plans in accordance with the authorization of the shareholders’ general meeting; ‰ appointing or dismissing the president of the Bank and the secretary to the Board of Directors in accordance with the nomination of the chairman of the Board; appointing or dismissing the vice presidents of the Bank and other senior management in accordance with the nomination of the president of the Bank; ‰ determining the Bank’s risk management and internal control policies; and ‰ formulating the Bank’s principal management system, and regularly assessing and improving the Bank’s corporate governance.

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The Board of Directors has delegated certain powers to its sub-committees, including the strategy and development committee, audit committee, nomination and remuneration committee and related party transaction and risk management committee. The committees shall report to the Board of Directors. For details of the roles and responsibilities of these committees, please refer to “Directors, Supervisors and Senior Management—Committees under the Board of Directors”.

Board of Supervisors The Board of Supervisors is accountable to the Shareholders’ general meeting of the Bank and is responsible for supervising the performance of the duties of the Board of Directors and senior management as well as the Bank’s financial activities, risk management and internal control. The Board of Supervisors conducts regular focused surveys and attends key meetings to understand the operation and management of the Bank and provide supervisory advice, and supervise the implementation of such advice from time to time. The Board of Supervisors is composed of the supervisory committee, nomination committee and audit committee, each of which shall report to the Board of Supervisors.

Senior management The senior management of the Bank has the powers vested by the Board of Directors to manage the Bank’s daily operations. The president of the Bank is primarily responsible for implementing the decisions of the Board of Directors and shall report to the Board of Directors. The Bank has also appointed certain vice presidents and other senior management members to work with the Bank’s president and perform their respective management responsibilities.

7. THE PARTY COMMITTEE The Bank has established the Committee of Communist Party of China of Bank of Gansu Co., Ltd., which primarily assumes the following responsibilities: ‰ supporting the Shareholders’ general meeting, the Board of Directors, the Board of Supervisors and the management to discharge their respective duties and responsibilities in accordance with applicable laws and regulations so as to achieve the preservation and appreciation of the state-owned assets; ‰ supporting the employees representatives’ meeting of the Bank to exercise its rights and discharge its responsibilities; ‰ providing opinions and recommendations about major matters concerning the reform, development and stability of the Bank; ‰ supervising that the guiding principles and policies of the Communist Party of China and the State are fully reflected and implemented in the Bank’s reform and development; ‰ safeguarding the legitimate interests of the State, the Bank, the Shareholders and the Bank’s employees; and ‰ strengthening party building and leading the ideological work and the Bank’s mass organizations including the labor union and the communist youth league of the Bank.

8. OPERATIONAL REFORM In line with the Bank’s development needs and industry regulatory requirements, the Bank has continuously sought to optimize its management and operations, and has implemented reform and improvement measures in respect of corporate governance, organizational structure, risk management, human resources and information technology. For details, please refer to “Business” and “Risk Management”.

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