Bank of Zhengzhou Co., Ltd.* 鄭州銀行股份有限公司

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in 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 Zhengzhou Co., Ltd.*, you should at once hand this circular, together with the accompanying forms of proxy for the AGM and the H Shareholders Class Meeting to the purchaser or the transferee or to the bank, stockbroker 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 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.

Bank of Zhengzhou Co., Ltd.* 鄭州銀行股份有限公司* (A joint stock company incorporated in the People’s Republic of China with limited liability) (H Shares Stock Code: 6196) (Preference Shares Stock Code: 4613)

2020 BOARD OF DIRECTORS’ WORK REPORT, 2020 BOARD OF SUPERVISORS’ WORK REPORT, 2020 ANNUAL FINANCIAL STATEMENTS, 2020 ANNUAL REPORT, 2021 FINANCIAL BUDGET, RE-APPOINTMENT OF AUDITORS, SPECIAL REPORT ON RELATED PARTY TRANSACTIONS FOR 2020, ESTIMATED QUOTA ON RECURRING RELATED PARTY TRANSACTIONS FOR 2021, PROPOSED AMENDMENTS TO THE PROCEDURES OF GENERAL MEETINGS, SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF PROCEEDS RAISED IN 2020, PROPOSED RE-ELECTION AND ELECTION OF DIRECTORS, PROPOSED RE-ELECTION AND ELECTION OF SUPERVISORS, PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES ON REMUNERATION AND PERFORMANCE OF DIRECTORS AND SUPERVISORS AT GOVERNANCE LEVEL, PROPOSED ADJUSTMENTS TO THE REMUNERATION STANDARDS OF NON-EXECUTIVE DIRECTORS AND INDEPENDENT NON-EXECUTIVE DIRECTORS, PROPOSED ADJUSTMENTS TO THE REMUNERATION STANDARDS OF SHAREHOLDER REPRESENTATIVE SUPERVISORS AND EXTERNAL SUPERVISORS, 2020 PROFIT DISTRIBUTION AND CAPITAL RESERVE CAPITALIZATION PLAN, PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, GENERAL MANDATE FOR ISSUANCE OF NEW SHARES, ISSUANCE PLAN OF CAPITAL REPLENISHMENT BONDS, NOTICE OF 2020 AGM, AND NOTICE OF 2021 FIRST H SHAREHOLDERS CLASS MEETING

The Letter from the Board is set out on pages 6 to 29 of this circular. The Bank will convene the AGM at 9:00 a.m. on June 17, 2021 (Thursday) and the H Shareholders Class Meeting immediately after the conclusion of the AGM and the A Shareholders Class Meeting at Bank of Zhengzhou Building, 22 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC. The notice of the AGM and the H Shareholders Class Meeting Notice are set out on pages XII-1 to XII-6 and XIII-1 to XIII-3 of this circular, respectively. The proxy forms of the AGM and the H Shareholders Class Meeting have been published and despatched to the Shareholders on May 17, 2021. Whether or not you are attending and/or voting at the AGM and/or H Shareholders Class Meeting, you are requested to complete the proxy forms of the AGM and/or the H Shareholders Class Meeting in accordance with the instructions printed thereon, and return them to the H Share Registrar (for H Shareholders) in any event not less than 24 hours before the scheduled time for holding of the AGM and/or H Shareholders Class Meeting (i.e. by 9:00 a.m. on June 16, 2021 (Wednesday) or any adjournment thereof (as the case may be). Completion and return of the proxy forms of the AGM and/or the H Shareholders Class Meeting will not preclude you from attending in person or voting at the AGM and/or H Shareholders Class Meeting or any adjournment thereof should you so wish.

* The Bank is not an authorized 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 authorized to carry on banking and/or deposit-taking business in Hong Kong.

May 17, 2021 TABLE OF CONTENTS

Page

DEFINITIONS ...... 1

EXPECTED TIMETABLE...... 4

LETTER FROM THE BOARD ...... 6

APPENDIX I – BOARD OF DIRECTORS’ WORK REPORT ...... I-1

APPENDIX II – BOARD OF SUPERVISORS’ WORK REPORT ...... II-1

APPENDIX III – SPECIAL REPORT ON RELATED PARTY TRANSACTIONS FOR 2020 ...... III-1

APPENDIX IV – ESTIMATED QUOTA ON RECURRING RELATED PARTY TRANSACTIONS FOR 2021...... IV-1

APPENDIX V – AMENDMENTS TO THE PROCEDURES OF GENERAL MEETINGS ...... V-1

APPENDIX VI – SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF PROCEEDS RAISED IN 2020 . . VI-1

APPENDIX VII – BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES OF THE SEVENTH SESSION OF THE BOARD OF DIRECTORS ...... VII-1

APPENDIX VIII – BIOGRAPHICAL DETAILS OF SUPERVISOR CANDIDATES OF THE SEVENTH SESSION OF THE BOARD OF SUPERVISORS ...... VIII-1

APPENDIX IX – AMENDMENTS TO THE ADMINISTRATIVE MEASURES ON REMUNERATION AND PERFORMANCE OF DIRECTORS AND SUPERVISORS AT GOVERNANCE LEVEL ...... IX-1

APPENDIX X – AMENDMENTS TO THE ARTICLES OF ASSOCIATION ...... X-1

APPENDIX XI – ISSUANCE OF CAPITAL REPLENISHMENT BONDS BY THE BANK ...... XI-1

–i– TABLE OF CONTENTS

APPENDIX XII – NOTICE OF THE 2020 AGM ...... XII-1

APPENDIX XIII – NOTICE OF H SHAREHOLDERS CLASS MEETING...... XIII-1

–ii– DEFINITIONS

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

“A Share(s)” the domestic share(s) with a nominal value of RMB1.00 each in the ordinary share capital of the Bank, which are listed on the Shenzhen Stock Exchange (stock code: 002936) and traded in RMB

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

“A Shareholders Class Meeting” the 2021 first class meeting of the A Shareholders to be convened on June 17, 2021

“AGM” or “Annual General the 2020 annual general meeting of the Bank to be held Meeting” at Bank of Zhengzhou Building, 22 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC at 9:00 a.m. on June 17, 2021

“Articles of Association” the Articles of Association of the Bank (as amended from time to time)

“associate(s)” has the meaning ascribed thereto under the Hong Kong Listing Rules

“Bank” Bank of Zhengzhou Co., Ltd.* (鄭州銀行股份有限公司), a joint stock company incorporated in the PRC with limited liability, the H Shares and Offshore Preference Shares of which are listed on the Hong Kong Stock Exchange (H Shares stock code: 6196; Offshore Preference Shares stock code: 4613) and the A Shares of which are listed on the Shenzhen Stock Exchange (stock code: 002936), respectively (including its subsidiaries unless the context otherwise requires)

“Board” or “Board of Directors” the board of Directors of the Bank

“Board of Supervisors” the board of Supervisors of the Bank

“Capitalization A Share(s)” the new A Share(s) to be allotted and issued in accordance with the Capitalization Issue

“Capitalization H Share(s)” the new H Share(s) to be allotted and issued in accordance with the Capitalization Issue

–1– DEFINITIONS

“Capitalization Issue” the proposed issue of one Capitalization Share for every 10 Shares by way of capitalization of capital reserve

“Capitalization Share(s)” the Capitalization A Share(s) and the Capitalization H Share(s)

“CBIRC” China Banking and Insurance Regulatory Commission (中國銀行保險監督管理委員會)

“CCASS” the Central Clearing and Settlement System established and operated by HKSCC

“China” or “PRC” the People’s Republic of China, but for the purpose of this circular only, excluding Hong Kong, Macau Special Administrative Region of the PRC and Taiwan region

“Class Meetings” the A Shareholders Class Meeting and H Shareholders Class Meeting

“CSRC” China Securities Regulatory Commission (中國證券監督管理委員會)

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

“Group” the Bank and its subsidiaries as at the Latest Practicable Date

“H Share(s)” overseas-listed foreign shares in the share capital of the Bank, with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange (stock code: 6196) and traded in Hong Kong Dollars

“H Share Registrar” Computershare Hong Kong Investor Services Limited, the H Share Registrar of the Bank

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

“H Shareholders Class Meeting” the 2021 first class meeting of the H Shareholders to be convened on June 17, 2021

“HK$” or “HKD” or Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong Dollars”

“HKSCC” Hong Kong Securities Clearing Company Limited

–2– DEFINITIONS

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

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

“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

“Latest Practicable Date” May 11, 2021, being the latest practicable date for the purpose of ascertaining certain information contained in this circular prior to its publication

“Offshore Preference Share(s)” offshore preference share(s) in the preference share capital of the Bank, with a par value of RMB100 each

“PBoC” the People’s Bank of China

“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC

“Shareholder(s)” the A Shareholder(s) and the H Shareholder(s)

“Shares” the A Share(s) and the H Share(s)

“Supervisor(s)” the supervisor(s) of the Bank

“%” per cent.

–3– EXPECTED TIMETABLE

The expected timetable for the Capitalization Issue (in respect of the issue of the Capitalization H Shares) is set forth below:

2021

Latest time for lodging transfer of H Shares for entitlement to attend and vote at the AGM and the H Shareholders Class Meeting ...... 4:30 p.m., June 9 (Wednesday)

Book closure period for determining entitlement to attend and vote at the AGM and the H Shareholders Class Meeting ...... June 10 (Thursday) to June 17 (Thursday) (both days inclusive)

Latest time for lodging proxy forms for the AGM and the H Shareholders Class Meeting ...... 9:00 a.m. on June 16 (Wednesday)

Record date for determining entitlement to attend and vote at the AGM and the H Shareholders Class Meeting ...... June 17 (Thursday)

AGM...... 9:00 a.m. on June 17 (Thursday)

The H Shareholders Class Meeting ...... June 17 (Thursday) (immediately after the conclusion or adjournment of the A Shareholders Class Meeting)

Announcement of poll results of the AGM and the H Shareholders Class Meeting ...... June 17 (Thursday)

Last day of dealings in H Shares on a cum-entitlement basis...... June 21 (Monday)

First day of dealings in H Shares on an ex-entitlement basis ...... June 22 (Tuesday)

Latest time for lodging transfer of H Shares for entitlement to the Capitalization Issue...... 4:30 p.m. on June 23 (Wednesday)

–4– EXPECTED TIMETABLE

Book closure period for determining entitlement to the Capitalization Issue...... June 24 (Thursday) to June 29 (Tuesday) (both days inclusive)

Record date for determining entitlement to the Capitalization Issue ...... June 29 (Tuesday)

Despatch of certificates for the Capitalization H Shares ...... July 14 (Wednesday)

Dealings in Capitalization H Shares commence ...... 9:00 a.m. on July 15 (Thursday)

Note: Dates or deadlines specified in this circular are indicative only and may be varied by the Bank. The Bank will immediately issue a separate announcement if there is any change to the aforesaid dates.

–5– LETTER FROM THE BOARD

Executive Directors: Registered office in the PRC: Wang Tianyu (Chairman) 22 Shangwu Waihuan Road Shen Xueqing Zhengdong New District Xia Hua (Vice Chairman) Zhengzhou Henan Province Non-executive Directors: The PRC Fan Yutao Zhang Jingguo Principal place of business Ji Hongjun in Hong Kong: Liang Songwei 40/F, Dah Sing Financial Centre Wang Shihao 248 Queen’s Road East Wanchai Independent Non-executive Directors: Hong Kong Xie Taifeng Wu Ge Chan Mei Bo Mabel Li Yanyan

Dear Shareholders,

–6– LETTER FROM THE BOARD

I. INTRODUCTION

The Bank will convene the AGM on June 17, 2021 (Thursday), a notice thereof is set out on pages XII-1 to XII-6 of this circular, at which resolutions will be proposed to approve, including: 2020 Board of Directors’ work report; 2020 Board of Supervisors’ work report; 2020 annual financial statements; 2020 annual report; 2021 financial budget; re-appointment of auditors; special report on related party transactions for 2020; estimated quota on recurring related party transactions for 2021; proposed amendments to the procedures of general meetings; special report on the deposit and actual use of proceeds raised in 2020; proposed re-election and election of Directors; proposed re-election and election of Supervisors; proposed amendments to the administrative measures on remuneration and performance of Directors and Supervisors at governance level; proposed adjustments to the remuneration standards of non-executive Directors and independent non-executive Directors; proposed adjustments to the remuneration standards of Shareholder representative Supervisors and external Supervisors; 2020 profit distribution and capital reserve capitalization plan; proposed amendments to the Articles of Association; general mandate for issuance of new shares; and issuance plan of capital replenishment bonds.

The Bank will also convene the H Shareholders Class Meeting immediately following the conclusion of the AGM and the A Shareholders Class Meeting, a notice thereof is set out on pages XIII-1 to XIII-3 of this circular, at which resolutions will be proposed to approve the 2020 profit distribution and capital reserve capitalization plan.

The purpose of this circular is to set out the notices of the AGM and the H Shareholders Class Meeting and provide you with the details of the aforesaid resolutions.

II. MATTERS TO BE HANDLED

1. 2020 Board of Directors’ Work Report

For details of the Board of Directors’ Work Report for the year ended December 31, 2020, please refer to the full text of the report as set out in Appendix I to this circular.

2. 2020 Board of Supervisors’ Work Report

For details of the Board of Supervisors’ Work Report for the year ended December 31, 2020, please refer to the full text of the report as set out in Appendix II to this circular.

3. 2020 Annual Financial Statements

Please refer to the financial statements included in the 2020 annual report published by the Bank for details of the audited annual financial statements of the Bank for the year ended December 31, 2020 which were prepared in accordance with the International Financial Reporting Standards.

–7– LETTER FROM THE BOARD

4. 2020 Annual Report

Please refer to the 2020 annual report published by the Bank.

5. 2021 Financial Budget

In accordance with the needs of the strategic development and business operation of the Bank, the Bank compiled a budget plan on capital expenditure for 2021, which outlined a planned investment of RMB955.130 million, representing an increase of RMB48.390 million or 5% as compared with the budget of RMB906.740 million from the previous year, and an increase of RMB372.080 million or 64% as compared with the actual expenditure of RMB583.050 million from the previous year. Of which:

(i) RMB63.470 million for project refurbishment, representing a decrease of RMB14.220 million or 18% as compared with the budget of RMB77.690 million from the previous year, and an increase of RMB28.460 million or 81% as compared with the actual expenditure of RMB35.020 million from the previous year. The investment for the year will be mainly used for the fitting-out of newly-established, relocated, and renovated outlets;

(ii) RMB193.770 million for technology projects, representing a decrease of RMB156.220 million or 45% as compared with the budget of RMB349.990 million from the previous year, and an decrease of RMB86.140 million or 31% as compared with the actual expenditure of RMB279.910 million from the previous year. The investment for the year will be mainly used for upgrade of existing systems, development and testing and purchase of IT equipment;

(iii) RMB118.410 million for fixed assets, representing a decrease of RMB22.830 million or 16% as compared with the budget of RMB141.240 million from the previous year, and an increase of RMB19.800 million or 20% as compared with the actual expenditure of RMB98.610 million from the previous year. The investment for the year will be mainly used for purchase of office equipment, equipment at outlets, installation of monitoring devices and purchase of other fixed assets; and

(iv) RMB579.480 million for construction projects, representing an increase of RMB241.660 million or 72% as compared with the budget of RMB337.820 million from the previous year, and an increase of RMB409.960 million or 242% as compared with the actual expenditure of RMB169.520 million from the previous year. The investment for the year includes infrastructure construction of a financial services centre amounting to RMB470.580 million (including RMB61.880 million for the construction of data center of the information technology department), infrastructure construction of an integrated business office building amounting to RMB88.900 million and ongoing investment in the office building of Fugou Zhengyin County Bank Co., Ltd. (扶溝鄭銀村鎮銀行股份有限公司) amounting to RMB20.000 million.

–8– LETTER FROM THE BOARD

6. Re-appointment of Auditors

The Board proposes to re-appoint KPMG and KPMG Huazhen LLP as the Bank’s international and domestic auditors for 2021 and for the annual audit, interim review and provision of professional services such as internal control audit, whose term of office ends after the Bank’s 2021 annual general meeting, and its total renumeration shall be RMB5.65 million.

7. Special Report on Related Party Transactions for 2020

The special report on related party transactions for 2020 compiled by the Bank will be considered and approved by the Shareholders at the AGM, the full text of which is set out in Appendix III to this circular.

8. Estimated Quota on Recurring Related Party Transactions for 2021

To further enhance the Bank’s management of related party transactions and improve the approval process, the Bank made a reasonable projection of the estimated quota on recurring related party transactions for 2021 in accordance with relevant regulations, including the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange and Administrative Measures for Related Party Transactions of Bank of Zhengzhou Co., Ltd..

The reasonable projection of the estimated quota on recurring related party transactions for 2021 of the Bank will be considered and approved by the Shareholders at the AGM, details of which are set out in Appendix IV to this circular.

9. Amendments to the Procedures of General Meetings

In light of the proposed amendments to the Articles of Association approved by the Board in the Board meeting held on March 30, 2021, the Bank proposed to make amendments to the procedures of general meetings to mirror the proposed amendments to the Articles and Association. Please refer to the section headed “17. Amendments to the Articles of Association” of this circular for details. The amendments to the procedures of general meetings are subject to approval by way of ordinary resolution at the AGM and shall take effect and implement upon the approval by Shareholders at the AGM.

It will be proposed at the AGM to grant the authorization to the Board, and agree the Board to delegate such authorization to other persons to make adjustments or amendments to the procedures of general meetings (including but not limited to words, sections, clauses, effective conditions or appendices) in accordance with the laws and regulations, and the opinions on the amendments to the procedures of general meetings from the onshore and offshore regulatory authorities.

–9– LETTER FROM THE BOARD

The Board also resolved that the chairman of the Board, the Bank’s president and the secretary to the Board (individually or jointly) are authorized to make further supplements or adjustments to the proposed amendments in accordance with the feedback from the regulatory authorities before submitting the amendments to the procedures of general meetings to the AGM for approval.

The full text of such proposed amendments is set out in Appendix V to this circular.

10. Special Report on the Deposit and Actual Use of Proceeds Raised in 2020

The Bank deposited and used the proceeds raised in strict compliance with the relevant requirements of the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange, Supervisory Guidelines No. 2 for Listed Companies – Supervisory Requirements for Management and Use of Raised Funds of Listed Companies, the Guidelines on the Standard Operation of Companies Listed on the Shenzhen Stock Exchange and the Management Policies on Proceeds of Bank of Zhengzhou Co., Ltd., and disclosed the use of the proceeds raised in a timely, truthful, accurate and complete manner. During the year ended December 31, 2020, there were no violations regarding the use and management of the proceeds raised.

The special report on the deposit and actual use of proceeds raised in 2020 will be considered and approved by the Shareholders at the AGM, the full text of which is set out in Appendix VI to this circular.

11. Proposed Re-election and Election of Directors

Reference is made to the announcement of the Bank dated May 17, 2021 in relation to, among other things, the proposed re-election and election of Directors.

Upon expiry of the term of the sixth session of the Board of Directors, the Directors, if eligible, may offer themselves for re-election. All the incumbent Directors shall retire from office and shall be eligible for re-election at the AGM, except for Mr. FAN Yutao, Mr. ZHANG Jingguo and Mr. LIANG Songwei, who will not offer themselves for re-election as non-executive Directors and Mr. XIE Taifeng, Mr. WU Ge and Ms. CHAN Mei Bo Mabel, who will not offer themselves for re-election as independent non-executive Directors.

The Board proposed the nomination for the re-election or election of the Directors as follows:

(i) each of Mr. WANG Tianyu, Mr. SHEN Xueqing and Mr. XIA Hua as an executive Director candidate of the seventh session of the Board;

(ii) each of Ms. WANG Dan, Mr. LIU Bingheng, Mr. SU Xiaojun, Mr. JI Hongjun and Mr. WANG Shihao as a non-executive Director candidate of the seventh session of the Board; and

(iii) each of Ms. LI Yanyan, Mr. LI Xiaojian, Mr. SONG Ke and Ms. LI Shuk Yin as an independent non-executive Director candidate of the seventh session of the Board.

–10– LETTER FROM THE BOARD

The biographical details of the above Director candidates are set out in Appendix VII to this circular.

By taking into account the nomination policy of the Bank, the Board and its nomination committee are of the view that the existing independent non-executive Director, namely, Ms. LI Yanyan, and the new independent non-executive Director candidates, Mr. LI Xiaojian, Mr. SONG Ke and Ms. LI Shuk Yin, are suitable candidates to be re-elected or elected as independent non-executive Directors of the seventh session of the Board based on their background, experience and past performances. In addition, the nomination committee of the Board and the Board also believe that each of Ms. LI Yanyan, Mr. LI Xiaojian, Mr. SONG Ke and Ms. LI Shuk Yin’s educational background, work experience and cultural background can bring contributions to the Board’s diversity.

Each of Ms. LI Yanyan, Mr. LI Xiaojian, Mr. SONG Ke and Ms. LI Shuk Yin, all being independent non-executive Directors eligible for re-election or election at the AGM, has made a confirmation of independence pursuant to Rule 3.13 of the Hong Kong Listing Rules. The Bank is of the view that each of Ms. LI Yanyan, Mr. LI Xiaojian, Mr. SONG Ke and Ms. LI Shuk Yin meets the independence guidelines set out in Rule 3.13 of the Hong Kong Listing Rules and are independent in accordance with the terms of the guidelines.

As at the Latest Practicable Date, Mr. WANG Tianyu is interested in 27,503 A Shares and save as disclosed in this circular, each of the Director candidates have confirmed that: (i) he/she does not have any relationship with any Directors, Supervisors, senior management or substantial Shareholders or controlling Shareholders of the Bank or its subsidiaries; (ii) he/she does not hold any other position in the Bank or its subsidiaries and did not hold any directorship or supervisorship in any other companies listed in Hong Kong or overseas in the last three years; (iii) he/she does not have or is not deemed to have any interests in the shares, underlying shares or debentures of the Bank or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance; and (iv) there is no other matter with respect to their appointment that needs to be brought to the attention of the Shareholders of the Bank or the Hong Kong Stock Exchange or that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

The re-election and election of the Director candidates will be proposed at the AGM for approval by the Shareholders. Their terms of office will commence upon Shareholders’ approval and end upon the termination of the seventh session of the Board. The elections of Ms. WANG Dan, Mr. LIU Bingheng, Mr. SU Xiaojun, Mr. LI Xiaojian, Mr. SONG Ke and Ms. LI Shuk Yin are subject to the notification of their eligibility by the CBIRC. Accordingly, their terms of office will commence upon the notification of their eligibility by the CBIRC and end upon the termination of the seventh session of the Board. Therefore, according to the relevant PRC laws and regulations and the Articles of Association, Mr. XIE Taifeng, Mr. WU Ge and Ms. CHAN Mei Bo Mabel will continue to perform their duties as independent non-executive Directors until the CBIRC has approved the qualifications of the newly appointed independent non-executive Directors. Upon the approval of the qualifications of the newly appointed independent non-executive Directors by the CBIRC, Mr. XIE Taifeng, Mr. WU Ge and Ms. CHAN Mei Bo Mabel shall cease to perform their duties as the independent non-executive Directors.

–11– LETTER FROM THE BOARD

The executive Directors of the seventh session of the Board, being Mr. WANG Tianyu, Mr. SHEN Xueqing and Mr. XIA Hua, will not receive remuneration for their capacities as executive Directors but they shall receive a monthly basic salary of RMB32,800, RMB74,000 and RMB70,000, respectively, for their respective other roles with the Bank and each of them may receive performance salary to be determined in accordance with factors such as their respective performance appraisal and working hours, and insurance and provident fund in accordance with the PRC laws and regulations. The basic remuneration of the executive Directors are determined based on the relevant administrative measures of the Bank such as the administrative measures on remuneration and performance of Directors and Supervisors at governance level and the administrative measures on remuneration and performance of senior management at operations level. In addition, as Mr. WANG Tianyu is a cadre of Zhengzhou City, the Bank shall re-calculate the actual remuneration payable and make-up to or take-back the differences already paid to him upon confirmation of his remuneration standards and appraisal plan by the higher-level departments.

Subject to the approval of the adjustments to the remuneration standards of non-executive Directors and independent non-executive Directors by the Shareholders at the AGM, the non-executive Directors and independent non-executive Directors of the seventh session of the Board shall receive fees of RMB60,000 per annum and RMB210,000 per annum, respectively. However, in accordance to the relevant regulations regarding part time employment of party and government leaders in enterprises, Ms. WANG Dan, Mr. LIU Bingheng, Mr. SU Xiaojun and Mr. JI Hongjun, being non-executive Directors, and Ms. LI Yanyan, being an independent non-executive Director, shall not receive any remuneration from the Bank. The Bank will also disclose the total emoluments received by the Directors in its annual reports accordingly.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the retiring Directors not offering themselves for re-election, being Mr. FAN Yutao, Mr. ZHANG Jingguo, Mr. LIANG Songwei, Mr. XIE Taifeng, Mr. WU Ge and Ms. CHAN Mei Bo Mabel, have no disagreements with the Board of Directors or the Bank and there are no matters that need to be brought to the attention of the Shareholders.

12. Proposed Re-election and Election of Supervisors

Reference is made to the announcement of the Bank dated May 17, 2021 in relation to, among other things, the proposed re-election and election of the Shareholder representative Supervisors and external Supervisors of the seventh session of the Board of Supervisors.

Upon expiry of the term of the sixth session of the Board of Supervisors, the Supervisors, if eligible, may offer themselves for re-election. All the incumbent Shareholder representative Supervisors and external Supervisors shall retire from office and shall be eligible for re-election of the AGM, except for Mr. SONG Ke, who will not offer himself for re-election as an external Supervisor.

–12– LETTER FROM THE BOARD

The Board of Supervisors proposed the nomination for the re-election or election of the Shareholder representative Supervisor and external Supervisors as follows:

(i) Mr. ZHU Zhihui as a Shareholder representative Supervisor candidate of the seventh session of the Board of Supervisors; and

(ii) each of Mr. MA Baojun and Mr. XU Changsheng as an external Supervisor candidate of the seventh session of the Board of Supervisors.

The biographical details of the Shareholder representative Supervisor and external Supervisor candidates of the seventh session of the Board of Supervisors are set out in Appendix VIII to this circular.

As at the Latest Practicable Date, Mr. ZHU Zhihui is interested in 318,951,121 A Shares through Henan Guoyuan Trade Co., Ltd., and save as disclosed in this circular, each of the Shareholder representative Supervisor and external Supervisor candidates have confirmed that: (i) he does not have any relationship with any Directors, Supervisors, senior management or substantial Shareholders or controlling Shareholders of the Bank or its subsidiaries; (ii) he does not hold any other position in the Bank or its subsidiaries and did not hold any directorship or supervisorship in any other companies listed in Hong Kong or overseas in the last three years; (iii) he does not have or is not deemed to have any interests in the shares, underlying shares or debentures of the Bank or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance; and (iv) there is no other matter with respect to their appointment that needs to be brought to the attention of the Shareholders of the Bank or the Hong Kong Stock Exchange or that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

The re-election and election of the Shareholder representative Supervisor and external Supervisor candidates will be proposed at the AGM for approval by the Shareholders. Their terms of office will commence upon Shareholders’ approval and end upon the termination of the seventh session of the Board of Supervisors.

Subject to the approval of the adjustments to the remuneration standards of Shareholder representative Supervisors and external Supervisors by the Shareholders at the AGM, the Shareholder representative Supervisor and external Supervisors of the seventh session of the Board of Supervisors shall receive fees of RMB60,000 per annum and RMB180,000 per annum, respectively. The Bank will also disclose the total emoluments received by the Supervisors in its annual reports accordingly.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the retiring external Supervisor not offering himself for re-election, being Mr. SONG Ke, has no disagreements with the Board of Directors, the Board of Supervisors or the Bank and there are no matters that need to be brought to the attention of the Shareholders.

–13– LETTER FROM THE BOARD

In addition, an employee representative meeting or meeting of the labour union committee of the headquarters (during the recess of the employee representative meeting) of the Bank will be held in due course to re-elect or elect the employee representative Supervisors, who will jointly form the seventh session of the Board of Supervisors with the Shareholder representative Supervisor and external Supervisors to be re-elected or elected at the AGM. However, the appointment of the employee representative Supervisors are not subject to the approval of the Shareholders. The Bank will provide updates to the Shareholders as and when appropriate.

13. Amendments to the Administrative Measures on Remuneration and Performance of Directors and Supervisors at Governance Level

The amendments to the administrative measures on remuneration and performance of Directors and Supervisors at governance level will be considered and approved by the Shareholders at the AGM, the full text of which is set out in Appendix IX to this circular.

14. Adjustments to the Remuneration Standards of Non-executive Directors and Independent Non-executive Directors

The proposed adjustments to the remuneration standards of non-executive Directors and independent non-executive Directors, in which (i) the subsidies for non-executive Directors are adjusted from RMB36,000 per annum to RMB60,000 per annum; and (ii) the renumeration of independent non-executive Directors are adjusted from RMB180,00 per annum (inclusive of tax) to RMB210,000 per annum (inclusive of tax) (pursuant to relevant provisions, a Director designated by state-owned shareholders shall not receive relevant remuneration and subsidies for acting as a Director of the Bank), will come into effect from the date the non-executive Directors and independent non-executive Directors of the seventh session of the Board commence their duties.

15. Adjustments to the Remuneration Standards of Shareholder Representative Supervisors and External Supervisors

The proposed adjustments to the remuneration standards of Shareholder representative Supervisors and external Supervisors, in which (i) the subsidies for Shareholder representative Supervisors are adjusted from RMB36,000 per annum to RMB60,000 per annum; and (ii) the remuneration of external Supervisors are adjusted from RMB150,000 per annum (inclusive of tax) to RMB180,000 per annum (inclusive of tax) (pursuant to relevant provisions, a Supervisor designated by state-owned shareholders shall not receive relevant remuneration and subsidies for acting as a Supervisor of the Bank), will become effective from the date the Shareholder representative Supervisors and external Supervisors of the seventh session of the Board of Supervisors commence their duties.

–14– LETTER FROM THE BOARD

16. 2020 Profit Distribution and Capital Reserve Capitalization Plan

In accordance with the provisions of relevant laws and regulations, the annual profit distribution plan for the year ended December 31, 2020 proposed by the Board for consideration and approval by Shareholders is as follows:

(i) 10% of the net profit, equivalent to RMB301.025 million, was appropriated as the statutory surplus reserve;

(ii) RMB458.000 million was appropriated as the general risk reserve;

(iii) An aggregate of RMB493.442 million of dividends was distributed to the holders of Offshore Preference Shares (the payment of which was settled on October 19, 2020);

(iv) One new Share be issued to all Shareholders for every 10 Shares being held by way of conversion of capital reserve; and

(v) The retained profit will be carried forward to the next year.

The Board proposed the Capitalization Issue on the basis of one Capitalization Share for every 10 Shares by way of capitalization of capital reserve, representing a total increase of 751,412,509 Shares comprising of 584,432,509 Capitalization A Shares and 166,980,000 Capitalization H Shares based on the Bank’s total share capital of 7,514,125,090 Shares comprising of 5,844,325,090 A Shares and 1,669,800,000 H Shares as at the Latest Practicable Date. Upon completion of the Capitalization Issue, the Bank’s total share capital will be increased from 7,514,125,090 Shares to 8,265,537,599 Shares, comprising of 6,428,757,599 A Shares and 1,836,780,000 H Shares. In respect of H Shareholders, Capitalization H Shares will be issued on a pro rata basis and any fractional Shares (if any) will be rounded down to the nearest whole unit. All fractional Shares arising from the Capitalization Issue will not be issued and distributed but will be aggregated to sell, and the proceeds will be retained by the Bank. In respect of A Shares, pursuant to the Operational Guideline of the Shenzhen Branch of the China Securities Depository and Clearing Corporation Limited for Interest Distribution of Securities Issuers (《中國證券登記結算有限責任公司深圳分公司證券發行人業務指南》) published by the Shenzhen Branch of the China Securities Depository and Clearing Corporation Limited, “if conversion of fractional shares into cash application has not been made by a listed company, any fractional shares arising from issuance of shares for no consideration shall be arranged by the Shenzhen Branch of the China Securities Depository and Clearing Corporation Limited in a sequence according to their amounts and the small amount shall be alloted to shareholders with larger amount so as to reach the minimum unit of one share”. Any fractional Capitalization A Shares arising from the Capitalization Issue will be processed based on the above applicable guideline accordingly. It is expected that dealings of the Capitalization A Shares will commence on July 15, 2021.

–15– LETTER FROM THE BOARD

As at the Latest Practicable Date, the Bank issued 59,550,000 Offshore Preference Shares with a par value of RMB100 each. If any triggering event occurs, the Offshore Preference Shares may be converted into H Shares in accordance with the conversion terms. Pursuant to the Articles of Association, the Offshore Preference Shareholders are not entitled to convene and attend any general meeting of the Bank or vote at any general meeting of the Bank, except as stated in the terms and conditions of the Offshore Preference Shares. For further details, please refer to the announcements of the Bank dated October 11, 2017 and October 18, 2017. Save as disclosed above, there was no other outstanding share option, warrant or convertible securities to subscribe for Shares.

The completion of the Capitalization Issue is subject to the following conditions:

(i) approval of the Shareholders by way of special resolutions at the AGM, the A Shareholders Class Meeting and the H Shareholders Class Meeting;

(ii) Hong Kong Stock Exchange granting the listing of, and permission to deal in, the Capitalization H Shares; and

(iii) compliance with the relevant legal procedures and requirements under the relevant PRC Laws including the PRC Company Law to effect the Capitalization Issue, including obtaining approvals from the banking regulatory authorities and changing the industrial and commercial registration for the increase of the registered capital.

Holders of different classes of Shares of the Bank have the same right to dividend or other forms of distribution, in which the issue of the Capitalization A Shares and issue of the Capitalization H Shares shall proceed concurrently and accordingly, they are inter-conditional. As at the Latest Practicable Date, none of the above conditions have been fulfilled.

Status of Capitalization Shares

The Capitalization Shares will, subject to the Articles of Association, rank pari passu in all respects with the Shares in issue on the date of the issue of the Capitalization Shares. Holders of the Capitalization Shares will be entitled to receive all future dividends and distributions (if any) which are declared, made or paid after the date on which the Capitalization Shares are allotted and issued. The Capitalization Issue should not result in any change to the rights of the Shares nor any new class of Shares to be listed.

Overseas H Shareholders

As at the Latest Practicable Date, according to the latest register of members available to the Bank, none of the H Shareholders as recorded on the register of members of the Bank had an address which is outside of Hong Kong.

–16– LETTER FROM THE BOARD

Upon the Capitalization Issue becoming unconditional, the Bank will consider if there are any overseas H Shareholders located in other jurisdictions, and if there are such overseas H Shareholders, then the Bank will make enquiry regarding the legal restrictions (if any) under the laws of the relevant places and the requirements of the relevant regulatory bodies or stock exchanges for the relevant overseas H Shareholders to be eligible to take part in the Capitalization Issue pursuant to the Hong Kong Listing Rules. If there is any overseas H Shareholders that are excluded from the Capitalization Issue, the Bank would ensure this circular to be delivered to such Shareholders for their information subject to compliance with the relevant local laws, regulations and requirements.

Tax Arrangement in respect of the Capitalization Issue

According to the relevant provisions of the State Administration of Taxation of the PRC, the Capitalization Issue of the Bank shall be proceeded by the capital reserve from capital premium, and is exempt from any tax or any withholding tax.

Eligibility to Capitalization Shares for Shareholders trading through Shenzhen-Hong Kong Stock Connect

Subject to compliance with the relevant laws and regulations of the PRC, as at the Latest Practicable Date, the H Shares are eligible for southbound trading and the A Shares are eligible for northbound trading under the Shenzhen-Hong Kong Stock Connect. Subject to compliance with the relevant laws or regulations in the PRC, Capitalization H Shares will be allotted to the H Shareholders in the PRC who are holding the H Shares through Shenzhen-Hong Kong Stock Connect and Capitalization A Shares will be allotted to the A Shareholders in Hong Kong who are holding the A Shares through Shenzhen-Hong Kong Stock Connect.

–17– LETTER FROM THE BOARD

Effect on the shareholding upon completion of the Capitalization Issue

For details of the Shareholding structure of the Bank as at the Latest Practicable Date and immediately upon completion of the Capitalization Issue (assuming that no new Shares will be allotted or issued prior to the record dates for A Shares and H Shares, and that the conditions of the Capitalization Issue will be satisfied), see the table below:

Immediately after the completion of the As at the Latest Practicable Date Capitalization Issue As a As a percentage of As a percentage of As a the issued percentage of the issued percentage of Shares in the total issued Shares in the total issued Class of Number of respective share capital Number of respective share capital Name of Shareholder(s) Shares Shares class of the Bank Shares class of the Bank

Non-public Shareholders Zhengzhou Finance Bureau(1) A 1,133,882,575 19.40% 15.09% 1,247,270,832 19.40% 15.09% Henan Guoyuan Trade Co., Ltd. (河南國原貿易有限公司)(2) A 318,951,121 5.46% 4.24% 350,846,233 5.46% 4.24% Directors and Supervisors of the Bank and its subsidiaries (including their close associates)(3) A 188,543 0.0032% 0.0025% 207,397 0.0032% 0.0025% H Shareholders H ––––––

Subtotal A and H 1,453,022,239 – 19.34% 1,598,324,462 – 19.34%

Public Shareholders A Shareholders A 4,391,302,851 75.14% 58.44% 4,830,433,136 75.14% 58.44% H Shareholders(5) H 1,669,800,000 100% 22.22% 1,836,780,000 100% 22.22%

Subtotal A and H 6,061,102,851 – 80.66% 6,667,213,136 – 80.66%

Total 7,514,125,090 – 100% 8,265,537,599 – 100%

Notes:

1. As at the Latest Practicable Date, these 1,133,882,575 A Shares are directly or indirectly held by Zhengzhou Finance Bureau, including 543,178,769 A Shares directly held by Zhengzhou Finance Bureau and 590,703,806 A Shares indirectly held by Zhengzhou Finance Bureau through its wholly-owned subsidiaries. Zhengzhou Finance Bureau is a substantial shareholder of the Bank and thus a core connected person of the Bank. Accordingly, the A Shares directly and indirectly held by Zhengzhou Finance Bureau do not constitute the public float.

2. As at the Latest Practicable Date, the Bank’s supervisor Mr. ZHU Zhihui holds 90% of equity interest in Henan Guoyuan Trade Co., Ltd.. Henan Guoyuan Trade Co., Ltd. is a close associate of Mr. Zhu Zhihui, who is a core connected person of the Bank and thus Henan Guoyuan Trade Co., Ltd. is also a core connected person of the Bank. Accordingly, the A Shares held by Henan Guoyuan Trade Co., Ltd. do not constitute the public float.

–18– LETTER FROM THE BOARD

3. These 188,543 A Shares are held by the Bank’s Director Mr. WANG Tianyu as to 27,503 A Shares, the Bank’s Supervisor Ms. CHENG Jie as to 6,940 A Shares and 154,100 A Shares are held by the directors and supervisors (including their close associates) of the subsidiaries of the Bank. Each of Mr. WANG Tianyu, Ms. CHENG Jie and the relevant directors and supervisors (including their respective close associates) of the subsidiaries of the Bank is a core connected person of the Bank. Accordingly, the A Shares held by each of them do not constitute the public float.

4. To the best of the Directors’ knowledge, Shares held by the H Shareholders as of the Latest Practicable Date are all held by the public pursuant to Rule 8.24 of the Hong Kong Listing Rules.

Based on publicly available information and to the knowledge of the Directors, as at the Latest Practicable Date, the public float percentage of the Bank satisfied the requirements under Rule 8.08 of the Hong Kong Listing Rules. Based on publicly available information and to the knowledge of the Directors, assuming that the Capitalization Issue will be completed, the public float percentage of the Bank immediately after the completion of the Capitalization Issue will continue to satisfy the requirements under Rule 8.08 of the Hong Kong Listing Rules.

Application for Listing

The A Shares and H Shares of the Bank are listed on the Shenzhen Stock Exchange and the Hong Kong Stock Exchange, respectively. Application will be made by the Bank to the Listing Committee of the Hong Kong Stock Exchange for the approval for the listing of, and permission to deal in, the Capitalization H Shares. The Capitalization A Shares will be listed on the Shenzhen Stock Exchange. Subject to the satisfaction of the conditions as set out in this circular (including but not limited to the granting of the aforesaid approval by the Hong Kong Stock Exchange), the Capitalization H Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS. All necessary arrangements will be made by the Bank for the Capitalization H Shares to be admitted into CCASS. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Subject to the Capitalization Issue becoming unconditional, the certificates for the Capitalization H Shares will be despatched by ordinary post to the H Shareholders who are entitled thereto at their own risk. In case of joint shareholding, the certificates for the Capitalization H Shares will be posted to the first named person on the H Shareholder’s register in respect of such joint shareholding. For the date of despatch of the certificates for the Capitalization H Shares and the date of the commencement of dealings in the Capitalization H Shares, please refer to the section headed “Expected Timetable” of this circular.

–19– LETTER FROM THE BOARD

Closure of Register of Members

In order to determine the list of H Shareholders who are entitled to the Capitalization Issue, the Bank’s register of members will be closed from June 24, 2021 (Thursday) to June 29, 2021 (Tuesday), both days inclusive, during which period no transfer of H Shares will be effected. H Shareholders whose names appear on the Bank’s register of members on June 29, 2021 (Tuesday) are entitled to receive the Capitalization H Shares. In order to receive the Capitalization H Shares, H Shareholders whose transfers have not been registered shall deposit the transfer documents together with the relevant share certificates at the H Share Registrar of the Bank, Computershare Hong Kong Investor Services Limited at or before 4:30 p.m. on June 23, 2021 (Wednesday). The address of the transfer office of the H Share Registrar is Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

Odd Lot Arrangement

In order to alleviate the difficulties arising from the existence of odd lots of the H Shares as a result of the Capitalization Issue, the Bank has appointed Computershare Hong Kong Investor Services Limited as an agent to provide matching services on a best effort basis to the H Shareholders who wish to top up or sell their holdings of odd lots of the H Shares during the period from 9:00 a.m. on July 15, 2021 (Wednesday) to 4:00 p.m. on August 4, 2021 (Wednesday), both days inclusive. H Shareholders in odd lots represented by the existing share certificates for the H Shares who wish to take advantage of this facility either to dispose of their odd lots of the H Shares or to top up their odd lots of H Shares may directly or through their brokers contact Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong or at telephone number (852) 2862 8555 during office hours (i.e. 9:00 a.m. to 6:00 p.m.) within such period.

H Shareholders in odd lots should note that successful matching of the sale and purchase of odd lots of the H Shares is not guaranteed. The H Shareholders are recommended to consult their professional advisers if they are in doubt about the above facility.

Statement to be made on acquisition of Shares

The Bank shall ensure that all its listing documents and share certificates include the statements stipulated below and shall instruct and cause its share registrar not to register the subscription, purchase or transfer of any of its Shares in the name of any particular holder unless and until such holder delivers to such share registrar a signed form in respect of such Shares bearing statements to the following effect:

(i) the acquirer of Shares agrees with the Bank and each of its Shareholders, and the Bank agrees with each Shareholder, to observe and comply with the PRC Company Law, the Special Regulations on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies promulgated by the State Council and the Articles of Association;

–20– LETTER FROM THE BOARD

(ii) the acquirer of Shares agrees with the Bank, each of its Shareholders, Directors, Supervisors, managers and officers, and the Bank acting for itself and on behalf of each Director, Supervisor, manager and officer agrees with each Shareholder, to refer all differences and claims arising from the Articles of Association or any rights or obligations conferred or imposed by the PRC Company Law or other relevant laws and administrative regulations concerning the affairs of the Bank to arbitration in accordance with the Articles of Association. Any reference to arbitration will be deemed to authorize the arbitration tribunal to conduct its hearing in open session and to publish its award. Such arbitration will be final and conclusive;

(iii) the acquirer of Shares agrees with the Bank and its Shareholders that H Shares are freely transferable by the holder of such Shares; and

(iv) the acquirer of Shares authorizes the Bank to enter into a contract on his behalf with each Director and officer whereby such Directors and officers undertake to observe and comply with their obligations to Shareholders stipulated in the Articles of Association.

Documents available for inspection

Copies of the following documents will be available for inspection at the principal place of business of the Bank in Hong Kong at 40/F, Dah Sing Financial Centre, 248 Queen’s Road East, Wanchai, Hong Kong during normal business hours on any business day from the date of this circular until the date of the AGM:

(i) the Articles of Association;

(ii) the annual reports of the Bank for the two years ended December 31, 2019 and 2020; and

(iii) this circular.

Warning of Risks of Dealing in the H Shares

H Shareholders should note that the existing H Shares are expected to be dealt in on an ex-entitlement basis for entitlement to the Capitalization H Shares from June 22, 2021 (Tuesday). If the conditions of the Capitalization Issue (as set out above under this section headed “16. 2020 Profit Distribution and Capital Reserve Capitalization Plan”) are not fulfilled, the Capitalization Issue will not proceed. If in doubt, investors are recommended to consult their professional advisers.

–21– LETTER FROM THE BOARD

Reasons for the Capitalization Issue

Based on the positive expectations on the future development of the Bank, and with reference to the operating and the overall financial status of the Bank, the Board proposed the Capitalization Issue proposal so as to share the fruits of the Bank’s business performance with the Shareholders. Although the Capitalization Issue is not expected to increase the percentage of equity interests in the Bank held by any Shareholder as the Capitalization Shares are issued to the Shareholders in proportion to their existing shareholdings in the Bank, the Capitalization Issue will increase the number of Shares to be held by the Shareholders, which will afford the Shareholders with more flexibility in managing their own investment portfolios such as giving them more convenience in disposing of a portion of the Shares and realizing a cash return at their discretion. Since the Capitalization Issue will increase the number of Shares to be held by the Shareholders, the Board expects that the Capitalization Issue would enhance the liquidity of the Shares in the market. Besides, the Capitalization Issue is probably expected to decrease the trading price per Share traded after ex-entitlement to the Capitalization Shares. This decrease in the trading price for each Share traded after ex-entitlement will reduce transaction costs incurred by the Shareholders and potential investors of the Bank for acquiring each board lot of Shares in future and hence help further to broaden the Shareholder base of the Bank.

The Board has considered other methods such as a sub-division of Shares to achieve the above purposes. Having considered the procedures involved and costs to be incurred, the Directors consider that the Capitalization Issue is the suitable way of achieving the abovementioned purposes taking into account the interests of the Bank and the Shareholders as a whole. Furthermore, under the applicable laws, rules and regulations of the PRC and the relevant requirements of the Shenzhen Stock Exchange, the nominal value of the shares of a company incorporated in the PRC shall not be less than RMB1.00, as such, sub-division of the Shares is not feasible to the Bank pursuant to the relevant requirements.

In addition, through the Capitalization Issue, the Bank aims to share its success in the previous year with the Shareholders while striking a balance with the capital needs for the Bank’s business expansion and regulatory compliance. The Bank will also continue keeping its retained profits at a reasonable level but will not distribute cash dividends for 2020 due to the following reasons: firstly, facing the impact of the pandemic, the Bank proactively implemented national macro policies to support enterprises in resuming operation and production through a number of measures including lowering interest rates, reducing handling fees, extending credit loans and deferring repayment of principal and interest due, to continuously boost the real economy while responding to the regulatory guidance on strengthening risk resistance capabilities by increasing the provision for asset impairment, resulting in pressure on the growth of net profits. Secondly, given that the requirements under the capital regulatory policies have become increasingly stringent for commercial banks, and external capital replenishment is relatively difficult, replenishing capital through internal capital became increasingly important for small and medium banks to ensure capital adequacy, especially for core tier-one capital adequacy level. The Bank has formulated a new five-year plan and is carrying out it in a solid manner for its transformation and upgrade to high-quality

–22– LETTER FROM THE BOARD development. The retained undistributed profits will be used to replenish the Bank’s core tier-one capital, which can help raise the Bank’s capital adequacy level and risk-resistance capacities to support the Bank’s strategic transformation as well as the healthy and sustainable development of various businesses, thereby creating a greater value for investors. Thirdly, the Bank has distributed cash dividends of RMB888.290 million and RMB592.193 million to ordinary Shareholders for 2018 and 2019 respectively, the total amount of which accounted for more than 30% of the average annual profit distributed by the Bank from 2018 to 2020. The Bank complies with requirements under laws and regulations as well as the Articles of Association and the Shareholder Return Planning of the Bank for not distributing cash dividends for 2020.

Accordingly, having considered the above, the Directors believe that the Capitalization Issue will (i) result in the increase of number of Shares in issue and thus will enhance the liquidity of the Shares in the market; and (ii) enable the Bank to share the fruits of its success with the Shareholders while maintaining and strengthening its risk resistance capabilities in the current economy and increasingly stringent regulatory environment.

On March 30, 2021, the profit distribution and capital reserve capitalization plan and the authorizations to implement the Capitalization Issue due to increase of the registered capital (including for the Board to amend the registered capital and the relevant provisions in the Articles of Association, and for the operating management of the Bank to handle the subsequent relevant procedures such as regulatory submissions and industrial and commercial registration) was considered and passed at the meeting of the Board, which is currently proposed to the AGM, the A Shareholders Class Meeting and the H Shareholders Class Meeting by way of special resolution for consideration and approval of the Shareholders.

17. Amendments to the Articles of Association

Reference is made to the announcement of the Bank dated March 30, 2020 in relation to, among other things, the proposed amendments to the Articles of Association.

According to the PRC Company Law, the Guidelines for Articles of Association of Listed Companies (《上市公司章程指引》), the Administrative Measures for Articles of Association of State Owned Enterprises (《國有企業公司章程制定管理辦法》), the Guidelines on Corporate Governance of Commercial Banks (《商業銀行公司治理指引》) and other relevant laws and regulations and regulatory provisions, based on the actual conditions of the Bank, it is proposed to amend the relevant articles of the existing Articles of Association. The resolution on the amendments to the Articles of Association was approved at the Board meeting held on March 30, 2021.

–23– LETTER FROM THE BOARD

The proposed amendments to the Articles of Association are subject to the approval of the Shareholders at the AGM by way of special resolution and the approval of the China banking regulatory authorities, and shall take effect from the date on which the Bank has obtained all necessary approvals. It will be proposed at the AGM to grant the authorization to the Board, and agree the Board to delegate such authorization to other persons to make adjustments or amendments to the Articles of Association (including but not limited to words, sections, clauses, effective conditions or appendices) in accordance with the laws and regulations, and the opinions on the amendments to the Articles of Association from the onshore and offshore regulatory authorities, and to deal with procedural matters such as approval, filing and information disclosure.

The Board also resolved that the chairman of the Board, the Bank’s president and the secretary to the Board are authorized to make further supplements or adjustments to the proposed amendments in accordance with the feedback from the regulatory authorities (individually or jointly) before submitting the amendments to the Articles of Association to the AGM for approval.

The full text of such proposed amendments is set out in Appendix X to this circular.

18. General Mandate for Issuance of New Shares

Under applicable laws and regulations of the PRC, the Hong Kong Listing Rules and the Articles of Association, a general mandate is proposed to be granted to the Board at the AGM to issue A Shares and/or H Shares and/or preference shares and to authorize the Board to delegate the relevant powers in order to meet capital requirements for the continuing business development of the Bank and to use financing platforms effectively and flexibly. As of the Latest Practicable Date, there was a total of 5,844,325,090 A Shares in issue and 1,669,800,000 H Shares in issue, respectively. Upon the passing of the special resolution approving the general mandate to issue new shares, and assuming that no new A Shares and/or H Shares will be issued prior to the date of the AGM, the Bank may issue up to 1,168,865,018 A Shares and 333,960,000 H Shares under the general mandate.

Details of the general mandate are set out below:

18.1 Specific plans on the general mandate to issue new Shares

(a) Under the conditions set out in (b) below, the Board is hereby authorized to approve, allot, issue, grant and/or otherwise deal with shares (A Shares and/or H Shares, preference shares), securities convertible into shares, options or warrants for securities with rights to subscribe for or convert to shares or other securities with rights to subscribe for or convert to shares, separately or at the same time during the Relevant Period (as defined below).

–24– LETTER FROM THE BOARD

Notwithstanding the fulfilment of the conditions set out in (b) below, if the allotment of the shares to which voting rights are attached will result in a de facto change in control of the Bank, the Board shall obtain authorization by way of a special resolution at general meeting in advance before making such an allotment.

(b) The number of A Shares and/or H Shares, preference shares, securities convertible into such shares, options or warrants for securities with rights to subscribe for or convert to such shares, or other securities with rights to subscribe for or convert to such shares (which shall be calculated on the basis of the number of A Shares or H Shares that such securities can be converted into or be allotted) proposed to be approved, allotted, issued, granted and/or otherwise dealt with by the Board shall not exceed 20% of each of the A Shares and/or the H Shares in issue as at the date on which this resolution is passed at the general meeting, respectively.

“Relevant Period” means the period from the date on which this resolution is passed at the general meeting until the earliest of:

(i) the conclusion of the next annual general meeting of the Bank following the date of passing of this resolution at general meeting;

(ii) the expiration of 12 months following the date of passing of this resolution at general meeting; or

(iii) the date on which the authority granted to the Board under this resolution is revoked or amended by a special resolution passed by the Shareholders of the Bank at any Shareholders’ general meeting.

(d) The Board is hereby authorized to determine the details of the issuance plan, including but not limited to:

(i) the class and number of shares proposed to be issued;

(ii) the pricing basis and/or the offer price (including the price range);

(iii) the date of opening and closing of the issuance;

(iv) the use of the proceeds raised;

(v) the recommendation, agreement and share options to be made or granted for the exercise of the said power; and

–25– LETTER FROM THE BOARD

(vi) other content to be included in the detailed issuance plan as required by the relevant laws and regulations and other regulatory documents, the relevant regulatory authorities and the stock exchange where Shares are listed.

(e) The Board is hereby authorized to implement the issuance plan and deal with the matters related to an increase in the registered capital of the Bank so as to reflect the shares authorized to be issued by the Bank under this resolution, and to make such amendments as it deems appropriate and necessary to the provisions related to the issuance of shares and registered capital in the Articles of Association, and to adopt and complete any other actions and procedures that are necessary for the implementation of the issuance plan and the completion of the increase in the registered capital of the Bank.

When exercising the authorizations set out in (d) and (e) above, the Board will comply with the relevant requirements for issuance under general mandate under the Hong Kong Listing Rules (including but not limited to Rule 13.36 and Rule 19A.38 of the Hong Kong Listing Rules) and the applicable PRC laws and regulations.

18.2 Use of proceeds

Proceeds are intended to be used to replenish the capital of the Bank after deducting the expenses for the issuance under the general mandate to issue shares and approval by relevant state authorities.

18.3 Matters relevant to the mandate

In order to enhance the efficiency of decision-making, reduce internal approval procedures and grasp market opportunities, in respect of the general mandate to issue Shares, it is proposed to the AGM to approve the authorization of the Board and any persons authorized by the Board to deal with the matters in connection with the general mandate to issue shares. The specific details of the mandate given to the authorized persons will be separately determined upon the exercise of the general mandate by the Board under this resolution.

19. Issuance Plan of Capital Replenishment Bonds

The details in relation to the issuance of capital replenishment bonds by the Bank are set out in Appendix XI to this circular.

This resolution, which was considered and approved by the Board on March 30, 2021, is proposed for the consideration and approval by the Shareholders by way of special resolution at the AGM and will be implemented after obtaining approval from regulatory authorities such as the CBIRC and the PBoC.

–26– LETTER FROM THE BOARD

III. OTHERS

In addition, the Evaluation Report on the Performance of Duties by the Board and Directors of Bank of Zhengzhou Co., Ltd. for 2020, the Evaluation Report on the Performance of Duties by the Board of Supervisors and Supervisors of Bank of Zhengzhou Co., Ltd. for 2020, the Evaluation Report on the Performance of Duties by Senior Management and members of Bank of Zhengzhou Co., Ltd. for 2020 and the Duty Performance Report of Independent Non-executive Directors of Bank of Zhengzhou Co., Ltd. for 2020, all of which are prepared by the Board of Supervisors, will be circulated at the AGM.

IV. THE AGM AND CLASS MEETINGS

The Bank proposes to convene the AGM at 9:00 a.m. on June 17, 2020 (Thursday) and the H Shareholders Class Meeting immediately after the conclusion of the AGM and the A Shareholders Class Meeting at Bank of Zhengzhou Building, 22 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC, to consider, if thought fit, approve the matters set out in the notices of AGM and the H Shareholders Class Meeting. The proxy forms of the AGM and the H Shareholders Class Meeting have been published and despatched to the Shareholders on May 17, 2021. The notices of AGM and the H Shareholders Class Meeting are set out in Appendix XII and Appendix XIII to this circular, respectively.

Whether or not you intend to attend and/or vote at the AGM and/or H Shareholders Class Meeting, you are requested to complete and return the proxy forms of the AGM and/or the H Shareholders Class Meeting in accordance with the instructions printed thereon.

Completion and return of the proxy forms of the AGM and/or the H Shareholders Class Meeting will not preclude you from attending or voting in person at the AGM and/or H Shareholders Class Meeting or any adjournment thereof should you so wish.

V. CLOSURE OF THE REGISTER OF MEMBERS OF H SHARES AND THE ELIGIBILITY FOR ATTENDING AND VOTING AT THE AGM AND H SHAREHOLDERS CLASS MEETING

In order to determine the list of H Shareholders who are entitled to attend and vote at the AGM and/or H Shareholders Class Meeting, the Bank’s register of members of H Shares will be closed from June 10, 2021 (Thursday) to June 17, 2021 (Thursday), both days inclusive, during which no transfer of H Shares will be effected. The H Shareholders included in the Bank’s register of members of H Shares on June 17, 2021 (Thursday) shall be entitled to attend and vote at the AGM and/or H Shareholders Class Meeting.

In order to be eligible for attending and voting at the AGM and/or H Shareholders Class Meeting, all transfer documents together with relevant share certificates and other appropriate documents shall be sent for registration to the H Share Registrar, namely, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong before 4:30 p.m. on June 9, 2021 (Wednesday).

–27– LETTER FROM THE BOARD

VI. METHODS OF VOTING AT THE AGM AND H SHAREHOLDERS CLASS MEETING

Pursuant to the requirements of Rule 13.39(4) of the Hong Kong Listing Rules, voting by the Shareholders at the AGM and by the H Shareholders at the H Shareholders Class Meeting shall be taken by the way of poll.

To the best knowledge of the Bank, Zhengzhou Investment Holdings Co., Ltd. (鄭州投資控股有限公司), Henan Guoyuan Trade Co., Ltd. (河南國原貿易有限公司), Bridge Trust Co., Ltd. (百瑞信托有限責任公司), Zhengzhou Finance Bureau (鄭州市財政局), Zhengzhou Development & Investment Group Co., Ltd. (鄭州發展投資集團有限公司), Zhengzhou City Sanitation & Cleaning Co., Ltd. (鄭州市環衛清潔有限公司), Zhengzhou Municipal Construction Engineering General Corporation (鄭州市市政工程總公司), Henan Investment Group Co., Ltd. (河南投資集團有限公司), Zhongyuan Trust Co., Ltd. (中原信託有限公司) and Henan Xingye Real Estate Development Co., Ltd. (河南興業房地產開發有限公司) are deemed to have a material interest in the relevant resolution(s) on the estimated quota on recurring related party transactions for 2021, therefore, each of them should abstain from voting on the respective resolution(s) in which each of them has interest.

Save as aforementioned, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no other Shareholder has a material interest in the other resolutions to be proposed at the AGM and/or the Class Meetings and therefore no other Shareholder is required to abstain from voting at the AGM and/or the Class Meetings.

Please be advised that pursuant to Article 41 of the Articles of Association, when the number of Shares pledged by a Shareholder reaches or exceeds 50% of his/her/its holding of Shares in the Bank, the voting rights of such Shareholder at general meetings and the voting rights of Director(s) nominated by such Shareholder at Board meetings shall be restricted.

VII. RECOMMENDATION

The Board (including the independent non-executive Directors) considers that the resolutions to be proposed at the AGM and/or H Shareholders Class Meeting are in the best interests of the Bank and the Shareholders as a whole. In addition, (i) Mr. WANG Tianyu, Mr. SHEN Xuequing and Mr. XIA Hua, all being executive Directors, Mr. FAN Yutao, Mr. JI Hongjun, Mr. ZHANG Jingguo, Mr. LIANG Songwei and Mr. WANG Shihao, all being non-executive Directors, and Mr. XIE Taifeng, being an independent non-executive Director, are deemed to have conflict of interest in the relevant resolutions in relation to the estimated quota on recurring related party transactions for 2021; (ii) Mr. SHEN Xueqing and Mr. XIA Hua, being executive Directors, are deemed to have conflict of interest in the resolution in relation to the amendments to the administrative measures on remuneration and performance of Directors and Supervisors at governance level; and (iii) all the non-executive Directors and independent non-executive Directors are deemed to have conflict of interest in the resolution in relation to the adjustments to the remuneration standards of non-executive Directors and independent non-executive Directors. Accordingly they have therefore abstained from voting on the

–28– LETTER FROM THE BOARD respective board resolutions in the meeting of the Board in which each of them has interest according to relevant laws, regulations and the Articles of Association. Save as disclosed above, none of the Directors have to abstain from voting on the above resolutions at the meeting of the Board. Accordingly, the Board recommends that the Shareholders vote in favour of the relevant resolutions to be proposed at the AGM and H Shareholders Class Meeting.

VIII. OTHER INFORMATION

You are kindly requested to pay attention to the information set out in Appendices I to XIII to this circular.

By Order of the Board Bank of Zhengzhou Co., Ltd.* Wang Tianyu Chairman

Zhengzhou, Henan, the PRC

May 17, 2021

As at the date of this circular, the Board comprises Mr. WANG Tianyu, Mr. SHEN Xueqing and Mr. XIA Hua as executive directors, Mr. FAN Yutao, Mr. ZHANG Jingguo, Mr. JI Hongjun and Mr. LIANG Songwei and Mr. WANG Shihao as non-executive directors, Mr. XIE Taifeng, Mr. WU Ge, Ms. CHAN Mei Bo Mabel and Ms. LI Yanyan as independent non-executive directors.

–29– APPENDIX I BOARD OF DIRECTORS’ WORK REPORT

Addressing the complex economic environment and the impact of the COVID-19 epidemic in 2020, the Board of Directors (the “Board”) of Bank of Zhengzhou Co., Ltd. (the “Bank”or “we”) timely made informed judgment on the dynamics of the economy, rode on the financial sector’s trend rationally, and adhered to our theme of quality development unswervingly, seeking to improve corporate governance, shoulder the ultimate responsibility for operation and management, and effectively safeguard legitimate rights and interests of our Shareholders and stakeholders.

In 2020, we joined the efforts across the Bank to forge ahead, maintaining a sound business momentum. Firstly, our business scale grew in a well-paced manner. Total assets of the Bank reached RMB547.813 billion, an increase of 9.46% from the beginning of the year; total deposits from customers amounted to RMB314.23 billion, an increase of 8.65% from the beginning of the year; and gross loans and advances to customers reached RMB237.959 billion, an increase of 21.46% from the beginning of the year. Secondly, profitability improved steadily. Operating income of the Bank was RMB14.607 billion, a year-on-year increase of 8.30%; and profit before provision was RMB11.197 billion, a year-on-year increase of 14.22%. Thirdly, asset quality remained stable or improved. The Bank’s non-performing loan ratio was 2.08%, down by 0.29 percentage point from the beginning of the year; capital adequacy ratio was 12.86%, up by 0.75 percentage point from the beginning of the year; and provision coverage ratio was 160.44%, up by 0.59 percentage point from the beginning of the year. All key indicators met regulatory requirements.

I. KEY OPERATIONS OF THE BOARD IN 2020

(I) Building up strategic management capability to play a strategic steering role

Firstly, we consummated the previous strategic development plan. The year 2020 marked a conclusion of our five-year strategic development plan for 2016-2020, as well as a crucial link for deepening the road towards quality development. During the year, by reviewing the annual business summary and plan, annual budget, institution development plan, capital plan and other key contents, the Board defined rational business objectives, and attached great importance to implementation of business objectives. Through efforts including regular debriefing of business updates, study and deployment of management solutions, and support to senior management regarding the reforms across key areas and crucial links, the Board supervised and promoted effective implementation of our strategic development plan.

Secondly, we developed a rational strategic development plan for the next five years. Adhering to rationality and sustainability of strategic development plan under an overall strategic lifeline of quality development, the Board prudently developed the strategic development plan for 2021-2025, and put forward the strategic vision of building a “leading bank with quality development”, updated strategic action plans for each business line and branch, held Bank-wide discussions, and collected 189 opinions and suggestions, pooling the efforts across the Bank to refine and enrich the new strategic development plan.

– I-1 – APPENDIX I BOARD OF DIRECTORS’ WORK REPORT

Thirdly, we deployed the implementation mechanism for our strategic development plan in advance. To ensure implementation and effective operation of the strategic development plan, the Board directed senior management to timely start the execution of the strategic development plan. Specifically, a strategy management office (SMO) was set up to develop strategic sub-plans in light of overall strategic objectives based on interviews and communication with 13 business segments at the head office and 35 branches, which highlighted the business and philosophy transformation tasks on the basis of the established systematic, rational and regular strategic management mechanism and process.

(II) Adopting standard corporate governance practices for rational and efficient decision-making

Firstly, we convened corporate governance meetings according to rules and regulations. In accordance with laws and regulations and the Articles of Association, the Board convened governance meetings on time, and ensured the compliance of meeting procedures, voting results, information disclosure and other work. In 2020, the Board convened 3 general meetings (including annual general meeting and class meetings), at which 35 resolutions were considered and 4 reports were reviewed; and held 10 Board meetings, at which 73 resolutions were considered and 15 reports were reviewed. The 7 special committees under the Board, with unchanged professional focuses, held 29 meetings and reviewed 68 proposals.

Secondly, we actively improved rules and policies of corporate governance. The Board regularly reviewed the corporate governance system. According to regulatory requirements and our actual situation, we revised the clauses on shareholding structure, notice period of general meetings ad profit distribution policy in the Articles of Association, coupled with supplements to the Rules of Procedures of General Meetings and the Rules of Procedures of the Board of Directors to regulate the operation of general meetings and meetings of the Board. Meanwhile, in accordance with regulatory requirements, we formulated the Information Reporting System for Senior Management, which helped refine the contents, standards, time limits and methods for senior management’s reporting to the Board of Directors and the Board of Supervisors.

Thirdly, we steadily enhanced the personnel composition and structure of the Board. In strict accordance with laws and regulations and the Articles of Association, the Board performed nomination, election and approval procedures adequately, and completed the replacement of an executive Director cum vice chairman in a sound and orderly manner. Based on the respective professional fields and experience of Directors, the Board timely adjusted the composition of its special committees, allowing them to effectively play the professional decision-making role and thus maintaining continuity and stability of corporate governance.

Fourthly, we continued to improve Directors’ capability in performing duties. In 2020, all Directors performed their duties conscientiously, with in-person attendance rate at meetings of the Board reaching 100%. Based on their professional experience and the Bank’s business conditions, the Directors proactively aligned their advice and suggestions with economic and financial situations at various meetings, and supervised the performance of senior management to ensure smooth information flows among the governing bodies. The Board took the initiative

– I-2 – APPENDIX I BOARD OF DIRECTORS’ WORK REPORT to carry out surveys and training. Some Directors conducted in-depth site surveys at branches, and gave corresponding professional guidance; and training sessions on laws, regulations and regulatory requirements including the new Securities Law were conducted to strengthen the understanding of regulatory policies and industry trends. Our four independent non-executive Directors adhered to their independent, professional and objective judgment, carefully reviewed important proposals covering profit distribution plan, internal control self-evaluation report, Director candidates, related party transactions, appointment of external auditors, Shareholder return plan, remuneration packages of Directors, Supervisors and senior management, and change of accounting policies, and timely gave prior endorsements and independent opinions. During the year, 10 prior endorsements and 23 independent opinions were given.

(III) Enhancing risk prevention and control capabilities and improving internal control compliance mechanism

Firstly, we enhanced our overall risk governance capability. The Board promoted ongoing improvement of our risk management system and mechanism. By revising our Basic Rules on Comprehensive Risk Management, the Board refined risk governance structure and duties, and introduced additional requirements on management information system and data quality. Upholding the “prudent and sound development” philosophy, the Board defined annual risk appetite and brought forward risk prevention and control, thus striking a dynamic balance among operational safety, liquidity and profitability. As authorization limits were refined in the authorization system, methods and limits of granting authority became more suitable for business development. The Board carefully considered proposals covering risk assessment report, comprehensive risk management report, anti-money laundering work report, self- evaluation report on anti-money laundering classification and rating, case risk investigation report and implementation report on financial statement consolidation, and discussed regulatory notices and risk alerts from regulatory authorities as well as our rectification reports, thus enhancing our forward-looking and effective risk management.

Secondly, we strengthened internal control system construction. The Board kept a close eye on the effectiveness of internal control and compliance system, and reviewed proposals covering internal control audit report, internal control self-evaluation report and compliance management report, to continue its efforts in upgrading and improving the internal control system. The Board directed senior management to earnestly perform its duties in internal control and compliance management, formulated “13 red lines” for employee activities, carried out surprise inspections and due diligence process, kept close scrutiny to prevent irregular cases, strengthened publicity of compliance culture, and reinforced the foundation of compliance management. We placed emphasis on the guiding role of regulatory opinions, earnestly worked with regulatory authorities in on-site and off-site inspections, prepared checklists and rectification archives, and implemented rectification measures in a down-to- earth manner to continuously improve our internal control mechanism.

– I-3 – APPENDIX I BOARD OF DIRECTORS’ WORK REPORT

Thirdly, we stepped up efforts in internal audit supervision. The Board continued to strengthen vertical oversight on internal audit work. In particular, it reviewed the internal audit work summary for 2019 and the work plan for 2020, and directed internal audit function to improve its work quality and efficiency. The audit committee of the Board debriefed internal audit work reports on a quarterly basis, focusing on rectification and accountability in respect of the issues identified in the audit process to bring the role of internal audit supervision into effective play. During the year, we carried out 42 internal audit activities, put forward 113 audit suggestions and issued 9 internal audit alerts, to strengthen tracking of rectification progress and improve the use of internal audit results.

(IV) Strengthening Shareholder and shareholding management for better management over related party transactions

Firstly, we regulated Shareholders activities. The Board attached great importance to background check on Shareholders, especially major Shareholders. We evaluated performance of duties and undertakings of major Shareholders in 2019, identified shareholding relationship between major Shareholders thoroughly, and strengthened the awareness of major Shareholders to perform their duties and undertakings in order to strictly prevent the tunnelling of interests. In 2020, the Bank completed the non-public A Shares issuance to 26 subscribers. The Board will enhance the examination on Shareholders’ qualifications, and file with regulatory authorities the changes in shareholdings of two Shareholders holding 1% or more of the Bank’s Shares. The Board also continued to strengthen Shareholder education, circulating regulatory requirements through meetings of the Board, general meetings and other channels, in order to improve Shareholders’ awareness of performing their duties and undertakings and regulate Shareholder activities in exercising rights and performing obligations.

Secondly, we strengthened management over equity affairs. Shouldering the ultimate responsibility of equity management, the Board strictly observed requirements on Share pledge and relevant movements, with a focus on monitoring Share pledge movements of Shareholders who sit on the Board of Directors or the Board of Supervisors and hold 2% or more of the Bank’s Shares, and imposed limits to voting rights of the Shareholders who have pledged more than 50% of their Shares. Based on timely enquiries and statistics of Shareholder and shareholding information, the Board submitted statements to regulatory authorities on time and disclosed the information according to rules and regulations.

Thirdly, we ensured compliance when conducting related party transactions. The Board timely reviewed proposals covering special reports on related party transactions, estimated quotas of recurring related party transactions and major related party transactions to perform its duties in managing related party transactions. The Board and the special committee reviewed and approved related party transactions in accordance with good faith, fairness and market-based commercial principles, so as to ensure that the related party transactions will not prejudice the interests of the Bank and Shareholders. Efforts were taken to timely update the list of related parties, improve the management system for related party transactions, enhance the supporting role of technology in related party transaction management, and file basic information of related party transactions with the CBIRC’s regulatory system, so as to continuously improve management over related party transactions.

– I-4 – APPENDIX I BOARD OF DIRECTORS’ WORK REPORT

(V) Reinforcing capital strength and expediting capital-light transformation

Firstly, we guided the capital-light transformation proactively. Deeply aware of the urgency and importance of capital-light transformation, the Board encouraged capital-light business development, and directed senior management to develop the roadmap and plan for capital-light transformation. By defining the scope, direction of transformation and priorities of capital-light business, we established a long-term mechanism for asset turnover, and gave full play to the guiding role of capital management in business operations, thus laying a sound foundation for capital-light transformation and development.

Secondly, we earnestly performed duties in capital management. The Board continued its focus on capital adequacy and its movements, carefully reviewed proposals for the medium- term capital plan, and directed senior management to strengthen capital constraints, with an aim to pass over capital management pressure and constantly regulate and strengthen capital management.

Thirdly, we continued to step up capital replenishment. Upholding the principle of paying equal respect to organic capital accumulation and capital replenishment from external sources, the Board sought to maintain capital replenishment on an orderly and adequate basis. On the one hand, we launched rational profit distribution plan to strengthen value enhancement and leave enough room for organic capital replenishment. On the other hand, by effectively using external capital replenishment instruments, we accomplished the non-public issuance of 1 billion A Shares, with net proceeds of RMB4.632 billion fully used to replenish our core tier-1 capital, which helped improve our capital adequacy and enhance our risk resilience and core competitiveness.

(VI) Attaching importance to market communication and safeguarding rights and interests of stakeholders

Firstly, we regulated information disclosure activities. In the principle of “openness, fairness and impartiality”, the Board effectively ensured the truthfulness, completeness and accuracy of the information disclosed to earnestly protect investors’ rights to know. We rigorously prepared and disclosed periodic reports such as the 2019 annual report and corporate social responsibility report, as well as the first quarterly report, interim report, and the third quarterly report of 2020; and timely published extraordinary announcements to update investors on the Bank’s business development, seeking to cater for investor needs. During the year, the Bank published 258 announcements, including 155 announcements on A Shares and 103 announcements on H Shares. Meanwhile, in strict compliance with the requirements on insider information management, we earnestly ensured registration of insiders and exercised strict control over the scope of their knowledge with respect to significant events such as disclosure of business results and non-public issuance.

– I-5 – APPENDIX I BOARD OF DIRECTORS’ WORK REPORT

Secondly, we attached great importance to Shareholder return on investment. In accordance with requirements of regulatory authorities and the Articles of Association, the Board formulated and implemented the profit distribution plan for 2019 with reference to the Bank’s capital adequacy and profitability, paying a cash dividend of RMB1 and converting capital reserve to 1 Share for every 10 Shares held by Shareholders, demonstrating full protection of legitimate rights and interests of Shareholders by sharing our corporate growth with them.

Thirdly, we cultivated sound investor relations. Highly valuing the ties with investors, the Board leveraged an array of channels to better communicate with investors. After the undertaking for maintaining stability of the Bank’s stock price was triggered, the Board promptly requested the largest Shareholder to take measures to maintain stock price stability, in order to enhance investor confidence. We held an online results presentation for 2019, responded to 30 questions from investors on the irm.cninfo.com.cn platform of the Shenzhen Stock Exchange, and released the Bank’s business updates and highlights to the market through investor calls and roadshows, so as to guide investors’ reasonable expectations and reveal investment value of the Bank.

Fourthly, we undertook social responsibilities. The Board upheld the social responsibility philosophy of “serving local small and medium-sized enterprises, focusing on people’s livelihood and developing high-end business” to effectively undertake social responsibilities across the Bank. In 2020, the Bank stayed focused on the natural role of financial sector serving the real economy, ramping up credit supply to support local economy; improved quality and efficiency of inclusive financial services, including more financial resources allocated to private, small and micro enterprises, “agriculture, rural areas and farmers” and calibrated poverty alleviation initiatives; safeguarded interests of employees, attended to their career development, and improved the selection mechanism for cadre candidates; took efforts in building a green financial service system, and accelerated the exit from industries with high pollution, high energy consumption and overcapacity to promote green operations; and extended active presence in public welfare undertakings, participated in the anti-epidemic and production resumption campaign, and took multiple initiatives to help win the battle against the epidemic.

II. EVALUATION OF DIRECTORS’ PERFORMANCE OF DUTIES IN 2020

In 2020, all Directors took the initiative and invested sufficient time and efforts to perform their duties faithfully, diligently, professionally and efficiently, and made scientific judgments and decisions on major issues of the Bank in accordance with laws and regulations, regulatory requirements and provisions of the Bank’s Articles of Association without any “inaction”, thus safeguarding the legitimate interests of the Bank and relevant stakeholders. Meanwhile, they earnestly performed the duties of members of special committees of the Board, further enabling professional decision-making of these committees.

– I-6 – APPENDIX I BOARD OF DIRECTORS’ WORK REPORT

In respect of performance of duties, the Directors’ self-evaluation and mutual evaluation results for 2020 are all “competent”. The Board believes that in 2020, all Directors strictly abided by their commitments, and earnestly exercised and performed the rights and obligations conferred by laws and regulations and the Articles of Association of the Bank to ensure the efficient operation of the Board in accordance with laws and regulations. There was no case where the evaluation of performance of duties must not be rated as competent or must be rated as incompetent. In addition, the Board requires all Directors to strengthen their studies, actively participate in training activities, and enhance their ability to perform their duties, so as to ensure scientific decision-making and effective corporate governance. The Board of Supervisors of the Bank earnestly carried out supervisory evaluation and prepared the performance evaluation report of the Board for 2020, which will be reported at the general meeting.

III. KEY WORK ARRANGEMENTS FOR 2021

Looking ahead to 2021, the starting year of our new strategic development plan, the Board will focus on the strategic vision of building a “leading bank with quality development”, and seize the strategic theme of “four segments driven by technological innovations”. To this end, we will further strengthen the guiding role of strategy while improving the capabilities of performing duties and rational decision-making, aiming at the sustainable growth of the Bank.

(I) Closely focusing on execution in line with our strategic development plan

The Board will maintain its strategic determination to regularly review execution of our strategic development plan, a blueprint pooling wisdom and efforts across the Bank. It will direct senior management to work out detailed execution plan, strictly implement biweekly briefing, monthly reporting, quarterly review and annual assessment, effectively evaluate strategic progress by stage, accelerate strategic transformation, and ensure our operations will be carried out in alignment with the priorities of strategic development plan.

(II) Continuing to improve the corporate governance mechanism

The Board will further promote communication and collaboration among the general meeting, the Board of Directors, the Board of Supervisors and the management; continue to improve the corporate governance system; coordinate convening of general meetings, meetings of the Board and meetings of the special committees; actively prepare for re-election of the Board’s members; resolutely implement resolutions of general meetings; and continue to improve duty performance efficiency of Directors. At the same time, in strict accordance with relevant laws and regulations and the Articles of Association, the Board will enhance Shareholder and shareholding management, regulate Share pledge activities, strengthen management over related party transactions, and effectively guard against equity risks.

– I-7 – APPENDIX I BOARD OF DIRECTORS’ WORK REPORT

(III) Firmly safeguarding the bottom line of risk management

The Board will earnestly perform its risk prevention and control duties, including adhering to our prudent risk appetite strategy, focusing on credit risk prevention and mitigation, regularly debriefing risk management work, and directing senior management to improve risk management processes and tools through technology, big data and other means, so as to effectively upgrade asset quality. Also, the Board will help internal control and compliance management bodies to perform their duties, strengthen the use of internal audit results, effectively prevent irregular cases, and secure the fence of compliance management.

(IV) Continuing to improve capital management

Drawing upon our strengths as a listed bank, the Board will actively explore capital replenishment channels such as perpetual debt, improve the top-level design of capital management, dynamically measure the capital shortfall, strengthen the awareness of capital scarcity, and boost capital-light business development. Meanwhile, we expect to enhance organic replenishment ability of capital, refine capital management practices, and maintain a reasonable level of capital adequacy, aiming to make our business more sustainable and lay a capital foundation for executing our strategic development plan.

(V) Actively carrying out investor relations management

Taking information disclosure as a starting point, the Board will actively carry out investor relations management, rigorously prepare and disclose periodic reports and extraordinary announcements, improve operational transparency, and continue to regulate management over insider information and insiders to guard against insider trading risks. Moreover, the Board will host results presentations carefully and respond to investors’ concerns through the irm.cninfo.com.cn platform of the Shenzhen Stock Exchange and investor hotline, so as to showcase our business highlights in all dimensions and establish a sound market image.

In the past year, we pooled efforts across the Bank to overcome difficulties and achieved sound business performance. Looking forward to 2021, the Board will continue to work with senior management in performing duties. In light of the mission of quality development, the Board will upgrade its vision, seize opportunities and focus on execution, sparing no effort to create greater value for the community and Shareholders.

Note: Unless otherwise specified, the financial data and indicators contained in the Board of Directors’ Work Report have been prepared in accordance with the PRC Accounting Standards for Business Enterprises.

– I-8 – APPENDIX II BOARD OF SUPERVISORS’ WORK REPORT

In 2020, the Board of Supervisors of Bank of Zhengzhou Co., Ltd. (the “Bank”) was dedicated to performing its duties diligently in the spirit of being responsible to the Shareholders and employees in accordance with the Company Law, the Guidelines on the Corporate Governance of Commercial Banks, the Articles of Association and the requirements of the rules and regulations for the Board of Supervisors, and formed a relatively complete supervision system covering the supervision over meetings, strategies, financial affairs and performance appraisal, which had positive catalytic effects on the Bank’s steady business development, enhancement of risk control and improvement of the corporate governance structure. The foregoing practices promoted the standard operation and sound development of corporate governance.

I. MAJOR WORK OF THE BOARD OF SUPERVISORS

During the reporting period, the Board of Supervisors fully participated in various meetings and activities of “three Boards and one Management” of the Bank. The Board of Supervisors convened six meetings, and one meeting for each special committee of the Board of Supervisors, at which 16 resolutions concerning business operation, internal control, corporate governance and performance appraisal of the Directors and the Supervisors were considered, while 36 reports concerning internal audit, related party transactions and quality of assets were received. During the reporting period, members of the Board of Supervisors attended the general meetings and were present at all the on-site meetings of the Board, and supervised the compliance with the relevant laws and regulations on convening of the general meetings and Board meetings, their voting procedures, and Directors’ attendance of, opinions expressed at and voting results of the same. During the reporting period, the attendance of and presence at various meetings and activities by members of the Board of Supervisors furnished the Board of Supervisors with access to information on the operation and management of the Bank in all aspects in a timely manner, thereby substantially consolidating its supervisory functions. The Board of Supervisors had no objections to the supervisory matters during the reporting period.

During the reporting period, the sixth session of the Board of Supervisors comprised six Supervisors, of whom three were employee Supervisors, one was Shareholder Supervisor and two were external Supervisors. Each of its committees comprised three members and was chaired by an external Supervisor, thus satisfying the regulatory requirements for the composition and proportion of members of the Board of Supervisors.

During the reporting period, the external Supervisors proactively acquainted themselves with the operation and management of the Bank, and gave opinions and suggestions on significant matters by attending meetings of the Board of Supervisors, convoking and convening special committee meetings of the Board of Supervisors, being present at the Board meetings, participating in the Board of Supervisors’ investigations and surveys (on a collective or separate basis) at branch level. During the adjournment of the meetings of the Board of

– II-1 – APPENDIX II BOARD OF SUPERVISORS’ WORK REPORT

Directors and the Board of Supervisors, the external Supervisors were able to review various documents and reports of the Bank and exchange opinions with the Board of Directors and the management on any findings in a timely manner, thereby playing an active role in performing their supervisory duties.

II. INDEPENDENT OPINIONS ON RELEVANT MATTERS

Performance of duties by the Board of Directors and senior management and its members

During the reporting period, the Board of Supervisors completed the 2019 report on the assessment of the performance of the Board of Directors, senior management and its members as required and reported the performance assessment results to the general meetings and regulatory authorities. The Board of Supervisors was of the view that the Board of Directors and senior management performed their duties according to the Guidelines on the Corporate Governance of Commercial Banks and the Articles of Association. In promoting the listing of the Bank and its major business decisions, they displayed solidarity, vision, prudence and steady progress, leading the Bank to achieve a new leap. The senior management continued to improve their capability to execute strategic decisions, and earnestly formulated and implemented various measures to ensure the smooth completion of various jobs for the whole year. The Board of Supervisors will prepare the 2020 report on the assessment of the performance of the Board of Directors, senior management and its members as required and report the performance assessment results to the general meetings and regulatory authorities.

Compliance with laws and regulations in operations

During the reporting period, the operating activities of the Bank complied with the requirements of the Company Law, the Commercial Banking Law and the Articles of Association, and the process of decision making was legitimate and effective. The Directors and senior management were honest, trustworthy and diligent in carrying out their duties. In the course of carrying out their duties during the year, no acts in violation of laws and regulations and the Articles of Association or detrimental to the interests of the Bank and Shareholders were found among the Directors and senior management.

Truthfulness of financial report

During the reporting period, upon careful review of the 2020 annual report by all Supervisors in a practical manner and in the spirit of being responsible to all Shareholders, the Board of Supervisors was of the view that procedures for the preparation of the 2020 annual report by the Board of Directors complied with the laws, administrative regulations and the requirements of the CSRC; the report truthfully, accurately and completely reflected the actual situation of the Bank; and there were no false representations, misleading statements or material omissions contained therein.

– II-2 – APPENDIX II BOARD OF SUPERVISORS’ WORK REPORT

Related party transactions

During the reporting period, the Board of Supervisors supervised the related party transactions, and considered that the prices of the related party transactions of the Bank were fair and reasonable and no acts detrimental to the interests of the Bank and Shareholders were found by the Board of Supervisors.

Internal control

During the reporting period, the Board of Supervisors considered that the Bank had established a relatively comprehensive legal persons governance structure, formulated relatively complete management systems relating to corporate governance and internal control, and was capable of improving the foregoing in accordance with the actual situation of the Bank and regulatory requirements. The internal control system of the Bank was enforced smoothly, complied with the relevant standard requirements of laws and regulations on the management of corporate internal control systems, and completely, truthfully and objectively reflected the establishment and operation of the internal control system of the Bank. The Board of Supervisors reviewed the 2020 Internal Control Evaluation Report of the Bank and had no objections to the contents.

Implementation of resolutions of general meetings

During the reporting period, the Board of Supervisors supervised the implementation of the resolutions of general meetings, and considered that the Board was capable of earnestly implementing the relevant resolutions of general meetings and did not take any action detrimental to the interests of Shareholders.

Profit distribution plan

During the reporting period, the Board of Supervisors reviewed the 2019 Profit Distribution Plan and was of the view that the distribution plan was in line with the relevant requirements of the laws, regulations and the Articles of Association and in the overall interest of all Shareholders, and would facilitate the Bank’s long-term development.

Dividend distribution plan for preference shares

During the reporting period, the dividend distribution plan for preference shares of the Bank complied with the relevant provisions of laws, regulations, the Articles of Association and the terms for issue of preference shares.

– II-3 – APPENDIX II BOARD OF SUPERVISORS’ WORK REPORT

Accounting policy changes

During the reporting period, the Bank’s accounting policy changes were reasonable amendments as required by the relevant documents of the Ministry of Finance, and complied with the relevant requirements of regulatory authorities including the Ministry of Finance, CSRC, Shenzhen Stock Exchange and Hong Kong Stock Exchange, which can reflect the Bank’s financial position and operation results more objectively and fairly and is in the interests of the Bank and its Shareholders.

Information disclosure

During the reporting period, the Board of Supervisors supervised the information disclosure of the Bank, and considered that the Bank had established a relatively sound information disclosure management system and was capable of performing its information disclosure responsibilities in accordance with the relevant laws and regulations and regulatory requirements, and the contents of information disclosure were true, accurate and complete; and there were no false representations, misleading statements or material omissions contained therein.

Save as the above disclosure matters, the Board of Supervisors had no objections to other supervisory matters during the reporting period.

– II-4 – APPENDIX III SPECIAL REPORT ON RELATED PARTY TRANSACTIONS FOR 2020

Pursuant to the laws, administrative regulations, departmental rules and regulatory documents, including the Administrative Measures for the Related Party Transactions between Commercial Banks and Insiders and Shareholders from the CBIRC, the Information Disclosure Rules on Companies Publicly Offering Securities No. 26 – Special Disclosure Rules on Commercial Banks from the CSRC, the Rules Governing the Listing of Securities on the Shenzhen Stock Exchange and the Administrative Measures for Related Party Transactions of the Bank, the key issues of the management of related party transactions are reported as follows:

I. MANAGEMENT OF RELATED PARTY TRANSACTIONS

During the reporting period, the related party transactions between the Bank and the related parties were entered into based on needs of the normal business operations of the Bank. Most of the related parties are quality customers of the Bank, and the credit status and operation conditions of the related parties financed are resilient. The sources of repayment are guaranteed with risks under control. Each of the related party transactions is in compliance with the regulatory requirements.

(I) Continuously strengthening the system foundation

Pursuant to the laws, administrative regulations, departmental rules and regulatory documents from, among others, the CBIRC, the CSRC and the Shenzhen Stock Exchange, and in accordance with the changes of the governing policies, the Administrative Measures for Related Party Transactions is amended as appropriate that the contents including division of responsibilities, approval processes and disclosure procedures are enhanced continuously in order to guide practices by systems. During the reporting period, the Bank strictly complied with the requirements from regulatory authorities at all levels, including the Administrative Measures for Related Party Transactions, to strengthen the management of related party transactions of the Bank and safeguard the risks of relation party transactions without prejudicing the relevant interests of Shareholders and customers of the Bank and facilitate the healthy development of the Bank’s business activities.

(II) Continuously enhancing the list of related parties

The Bank systematically collected, classified and collated the information about its related legal persons and related natural persons, and further updated and improved the general information database of the related parties through, among others, external enquires and internal collection in accordance with the regulatory requirements and the Administrative Measures for Related Party Transactions of the Bank, and in line with its actual situation. A list of the related parties was submitted to the related party transaction control committee under the Board of Directors of the Bank for consideration and was reported to the Board of Directors and the Board of Supervisors in a timely manner. In addition, to ensure that the list of the related parties of the Bank is complete and accurate, the Bank established a dynamic management mechanism for the list of the related parties. As at the end of 2020, the Bank identified 292 related legal persons and 3,098 related natural persons in accordance with the regulatory standards of CBIRC, the Listing Rules of the Shenzhen Stock Exchange, the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited and the Accounting Standards for Business Enterprises.

– III-1 – APPENDIX III SPECIAL REPORT ON RELATED PARTY TRANSACTIONS FOR 2020

(III) Strictly controlling the approval of related party transactions

During the reporting period, the Bank strictly discharged its duties of approval and disclosure of related party transactions. On the one hand, the Resolution on the Estimated Quota on Recurring Related Party Transactions of the Bank of Zhengzhou Co., Ltd. for 2020 was drafted in 2020, and considered and approved by the related party transaction control committee under the Bank’s Board of Directors, the Board of Directors and the general meeting, and the information was already disclosed on the website of Cninfo as designated by CSRC and the website of the Bank. Based on the estimated quota approved at the general meeting, the senior management strictly approved the pricing conditions, implementation conditions and quota for a single related party transaction, and filed the same with the risk management office under the Board of Directors in a timely manner, and disclosed the information in the interim and annual reports in a timely, accurate and complete manner. On the other hand, the related party transactions conducted outside the estimated quota of recurring related party transactions were submitted to the related party transaction control committee under the Board of Directors, the Board of Directors or the general meeting of the Bank for consideration and filing in strict compliance with the Bank’s approval powers and responsibilities. The Bank also discharged its disclosure and reporting responsibilities in a timely manner to effectively protect Shareholders and other stakeholders of the Bank of their right to information about the Bank’s related party transactions and safeguard their legitimate rights and interests. In addition, when considering related party transaction matters, each of the Directors was diligent and conscientious, and adhered to the principle of abiding by normal business terms and acting in the interests of all relevant stakeholders. Independent Directors issued pre-voting endorsement statements and independent opinions on the fairness of significant related party transactions and the implementation of internal approval procedures before voting on related party transactions. All of the Directors with a related interest discharged their obligations of abstaining from voting.

(IV) Ensuring the fairness of trading conditions and pricing

In accordance with the Administrative Measures for Related Party Transactions of the Bank, the Bank determines the trading conditions and pricing for various credit and non-credit types of related party transactions based on factors including the ratings and risks of related party customers so as to ensure the legitimacy and fairness of conditions and pricing of related party transactions. During the reporting period, related party transactions between the Bank and the related parties complied with general business, integrity and fairness principles and were conducted on terms no better than the same type of transactions with non-related parties, without prejudicing the interests of interested parties such as other Shareholders.

– III-2 – APPENDIX III SPECIAL REPORT ON RELATED PARTY TRANSACTIONS FOR 2020

(V) Enhancing the technology support to related party transactions

The Bank has gradually established the general framework for the management system of related party transactions by embedding the related party transaction control module into operations systems, including the unified credit, financial sharing and credit management systems. Riding on the systems’ control on the approval of related party transactions, the degree of support towards related party transaction management by information technology is further elevated.

II. OPERATION OF THE RELATED PARTY TRANSACTION CONTROL COMMITTEE UNDER THE BOARD OF DIRECTORS

The related party transaction control committee under the sixth session of the Board of Directors of the Bank is composed of three Directors, including two independent Directors and one non-executive Director. The chairman of the committee is an independent Director. In 2020, four meetings were convened by the committee, at which a number of resolutions or matters including the Work Report of the committee for 2019 and related party transactions were considered and approved, details of which are set out as follows:

No. Name of the meeting Subject matter of the meeting

1 The 12th meeting of the related 1. Resolution on granting credit to Zensun party transactions control Enterprises Limited and Henan Zhengyang committee under the sixth Construction Engineering Co., Ltd. involving session of the Board related party transactions

2. Resolution on granting credit to Zhengzhou Transportation Construction Investment Co., Ltd. and Zhengzhou Road and Bridge Construction & Investment Group Co., Ltd. involving related party transactions

2 The 13th meeting of the Related 1. Resolution on granting credit to Zhengzhou Road Party Transactions Control and Bridge Construction Investment Group Co., Committee under the sixth Ltd. involving related party transactions session of the Board

2. Resolution on granting credit to Zhengzhou State-owned Holding Xicheng Construction Co., Ltd. involving related party transactions

– III-3 – APPENDIX III SPECIAL REPORT ON RELATED PARTY TRANSACTIONS FOR 2020

No. Name of the meeting Subject matter of the meeting

3. Resolution on granting credit to Henan Yuneng Holdings Company Limited and Henan Development Gas Co., Ltd. involving related party transactions

3 The 14th meeting of the Related 1. Work report of the related party transaction Party Transactions Control control committee under the Board of Directors Committee under sixth of the Bank of Zhengzhou Co., Ltd. for 2019 session of the Board

2. Special report on related party transactions of the Bank of Zhengzhou Co., Ltd. for 2019

3. Resolution on granting credit to Henan City Development & Investment Co., Ltd. involving related party transactions

4. Resolution on granting credit to Zhengzhou Transportation Construction Investment Co., Ltd. and Zhengzhou Construction Investment Group Co., Ltd. involving related party transactions

5. Resolution on batch transfer of non-performing assets of Bank of Zhengzhou Co., Ltd. involving related party transactions

6. Resolution on the estimated quota on recurring related party transactions of the Bank of Zhengzhou Co., Ltd. for 2020

4 The 15th meeting of the Related Resolution on the list of related parties of the Bank of Party Transactions Control Zhengzhou Co., Ltd. Committee under the sixth session of the Board

– III-4 – APPENDIX III SPECIAL REPORT ON RELATED PARTY TRANSACTIONS FOR 2020

III. RELATED PARTY TRANSACTIONS

During the reporting period, the Bank conducted recurring related party transactions of a business nature with related parties in accordance with the relevant contents of the Resolution on the Estimated Quota on Recurring Related Party Transactions of the Bank of Zhengzhou Co., Ltd. for 2020 considered and approved at the Bank’s 2019 Annual General Meeting, and in compliance with various regulatory requirements such as those of CBIRC and CSRC. Details of such transactions are set out as follows:

(I) Related party transactions involving grant of credit to enterprises

Unit: RMB0’000 Estimated credit line for recurring Actual related party credit Credit No. Related customers transactions amount Related legal person amount

1 Zhengzhou Construction 320,000 317,000 Zhengzhou Construction 69,000 Investment Group Co., Ltd. Investment Group Co., Ltd. (鄭州市建設投資集團有限公 (鄭州市建設投資集團有限公司) and its related companies 司) Zhengzhou Road and Bridge 118,850 Construction & Investment Group Co., Ltd. (鄭州路橋建設投資集團有限公司) Zhengzhou Highway 60,150 Engineering Company (鄭州市公路工程公司) Zhengzhou Songyue Highway 69,000 Development Co., Ltd. (鄭州嵩岳公路開發有限公司)

2 Zhengzhou Transportation 120,000 80,000 Zhengzhou Transportation 80,000 Construction Investment Co., Construction Investment Co., Ltd. (鄭州交通建設投資有限 Ltd. (鄭州交通建設投資有限公司) and its related 公司) companies

– III-5 – APPENDIX III SPECIAL REPORT ON RELATED PARTY TRANSACTIONS FOR 2020

Unit: RMB0’000 Estimated credit line for recurring Actual related party credit Credit No. Related customers transactions amount Related legal person amount

3 Zhengzhou Municipal 55,000 42,000 Zhengzhou Municipal 30,000 Construction Engineering Construction Engineering General Corporation (鄭州市 General Corporation (鄭州市市政工程總公司) and its 市政工程總公司) related companies Henan Kanghui Cement 12,000 Products Co., Ltd. (河南康暉水泥製品有限公司)

4 Henan Investment Group Co., 400,000 111,000 Luohe Big Data Operation Co., 38,000 Ltd. (河南投資集團有限公司) Ltd. (漯河市大數據運營有限 and its related companies 公司) Henan Yicheng Holdings Co., 38,000 Ltd. (河南頤城控股有限公司) Zhumadian City Yulong Tongli 5,000 Cement Limited Company (駐馬店市豫龍同力水泥有限公司) Henan Development Gas Co., 20,000 Ltd. (河南省發展燃氣有限公司) Xinxiang Zhongyi Power 10,000 Generation Co. Ltd. (新鄉中益發電有限公司)

5 Henan Zhengyang Construction 350,000 107,500 Henan Zhengyang Construction 55,000 Engineering Group Co., Ltd. Engineering Group Co., Ltd. (河南正陽建設工程集團有限 (河南正陽建設工程集團有限公司) and its related 公司) companies Zensun Enterprises Limited (正 52,500 商實業有限公司)

– III-6 – APPENDIX III SPECIAL REPORT ON RELATED PARTY TRANSACTIONS FOR 2020

Unit: RMB0’000 Estimated credit line for recurring Actual related party credit Credit No. Related customers transactions amount Related legal person amount

6 Henan Huida Jiarui Real Estate 300,000 288,431 Zhengzhou Huida Industrial 49,850 Co., Ltd. (河南暉達嘉睿置業 Development Co., Ltd. (鄭州有限公司) and its related 暉達實業發展有限公司) companies Henan Huida Construction 126,661 Investment Co., Ltd. (河南暉達建設投資有限公司) Zhengzhou Yingshou Trading 15,000 Co., Ltd. (鄭州盈首商貿有限公司) Henan Xincheng Real Estate 14,400 Co., Ltd. (河南新城置業有限公司) Henan Yingshuo Construction 52,520 Engineering Co., Ltd. (河南盈碩建築工程有限公司) Henan Kairui Real Estate Co., 30,000 Ltd. (河南凱睿置業有限公司)

7 Zhengzhou Zhongrongchuang 420,000 312,000 Zhengzhou Zhongrongchuang 100,000 Industrial Investment Co., Industrial Investment Co., Ltd. (鄭州市中融創產業投資 Ltd. (鄭州市中融創產業投資有限公司) and its related 有限公司) companies Zhengzhou Investment Holdings 39,000 Co., Ltd. (鄭州投資控股有限公司) Zhengzhou Guotou Industrial 40,000 Development Fund (Limited Partnership) (鄭州國投產業發展基金(有限合夥))

– III-7 – APPENDIX III SPECIAL REPORT ON RELATED PARTY TRANSACTIONS FOR 2020

Unit: RMB0’000 Estimated credit line for recurring Actual related party credit Credit No. Related customers transactions amount Related legal person amount

Zhengzhou State-owned Holding 33,000 Xicheng Construction Co., Ltd. (鄭州國控西城建設有限公司) Zhengzhou Tianjianhu Big Data 100,000 Industrial Park Development Co., Ltd. (鄭州天健湖大數據產業園發展有限公司)

8 Henan Asset Management 190,000 117,000 Henan Asset Management 117,000 Company Limited (河南資產 Company Limited (河南資產管理有限公司) and its related 管理有限公司) companies

9 Bank of Lanzhou Co., Ltd. (蘭 200,000 100,000 Bank of Lanzhou Co., Ltd. (蘭 100,000 州銀行股份有限公司) 州銀行股份有限公司)

10 Bank of Guizhou Co., Ltd. (貴 200,000 200,000 Bank of Guizhou Co., Ltd. (貴 200,000 州銀行股份有限公司) 州銀行股份有限公司)

11 Bridge Trust Company Limited 150,000 150,000 Bridge Trust Company Limited 150,000 (百瑞信託有限責任公司) (百瑞信託有限責任公司)

Note: credit-related business refers to the type of business that complies with the Measures Governing Related Party Transactions between Commercial Banks and Insiders and Shareholders and the Interim Measures Governing the Management of Commercial Banks’ Equity issued by CBIRC as well as the Bank’s credit-related rules.

– III-8 – APPENDIX III SPECIAL REPORT ON RELATED PARTY TRANSACTIONS FOR 2020

(II) Related party transactions involving grant of credit to subsidiaries

Unit: RMB0’000 Estimated credit line for recurring related party Actual credit No. Related customers transactions amount

1 Henan Jiuding Financial Leasing Co., Ltd. (河 400,000 400,000 南九鼎金融租賃股份有限公司) 2 Fugou Zhengyin County Bank Co., Ltd. (扶溝 50,000 42,000 鄭銀村鎮銀行股份有限公司) 3 Xinmi Zhengyin County Bank Co., Ltd. (新密 30,000 20,000 鄭銀村鎮銀行股份有限公司) 4 Junxian Zhengyin County Bank Co., Ltd. (浚縣 30,000 25,000 鄭銀村鎮銀行股份有限公司) 5 Queshan Zhengyin County Bank Co., Ltd. (確 35,000 20,000 山鄭銀村鎮銀行股份有限公司) 6 Zhongmu Zhengyin County Bank Co., Ltd. (中 30,000 30,000 牟鄭銀村鎮銀行股份有限公司) 7 Yanling Zhengyin County Bank Co., Ltd. (鄢陵 30,000 20,000 鄭銀村鎮銀行股份有限公司) 8 Xinzheng Zhengyin County Bank Co., Ltd. (新 30,000 30,000 鄭鄭銀村鎮銀行股份有限公司)

(III) Related party transactions involving natural persons

As at the end of the reporting period, the credit balance of natural person related parties in the Bank was RMB91,437,500, which did not exceed the limit of RMB200 million for the aggregate quota of natural person related parties under the estimated quota on recurring related party transactions for 2020.

(IV) Other related party transactions

A total of RMB448,828,200 of credit assets was transferred to Henan Asset Management Company Limited (河南資產管理有限公司); a total of trust custody and supervision fees of RMB8,174,600 was provided to Bridge Trust Co., Ltd.; a total of trust custody and supervision fees of RMB230,099,100 was provided to Zhongyuan Trust Co., Ltd. The largest single transaction of interbank bonds and capital transaction business with each of the Bank of Lanzhou Co., Ltd. (蘭州銀行股份有限公司), the Bank of Guizhou Co., Ltd. (貴州銀行股份有限公司) and Central China Securities Co., Ltd. (中原證券股份有限公司) amounted to RMB803,641,800, RMB997,650,900 and RMB337,984,200, respectively; the total balance of wealth management products purchased by subsidiary county banks from the Bank was RMB4.15 billion, of which Fugou Zhengyin County Bank Co., Ltd. (扶溝鄭銀村鎮銀行股份有

– III-9 – APPENDIX III SPECIAL REPORT ON RELATED PARTY TRANSACTIONS FOR 2020

限公司) purchased an amount of RMB210 million and Zhongmu Zhengyin County Bank Co., Ltd. (中牟鄭銀村鎮銀行股份有限公司) purchased an amount of RMB3.94 billion. None of the above transactions exceeded the estimated quota on recurring related party transactions for 2020.

On March 30, 2020, the Bank entered into the Supplemental Agreement of the Conditional Share Subscription Agreement with Zhengzhou Investment Holdings Co., Ltd., Bridge Trust Co., Ltd. and Henan Guoyuan Trade Co., Ltd., respectively, in relation to the revised non-public issuance of A Shares. Such transactions constituted related party transactions of the Bank and had been considered and approved at the 2019 AGM of the Bank. In November 2020, the Bank completed the non-public issuance of A Shares. Zhengzhou Investment Holdings Co., Ltd. subscribed for 171.5 million A Shares with a subscription amount of RMB796 million, Bridge Trust Co., Ltd. subscribed for 185 million A Shares with a subscription amount of RMB860 million, and Henan Guoyuan Trade Co., Ltd. subscribed for 100 million A Shares with a subscription amount of RMB464 million. For details, please refer to the announcements dated March 31, 2020, April 28, 2020, May 21, 2020 and November 26, 2020 published by the Bank on Cninfo, and the announcements dated March 30, 2020, April 6, 2020, May 20, 2020 and November 26, 2020 and the circular dated April 28, 2020 on the website of the Hong Kong Stock Exchange.

– III-10 – APPENDIX IV ESTIMATED QUOTA ON RECURRING RELATED PARTY TRANSACTIONS FOR 2021

I. OVERVIEW OF RECURRING RELATED PARTY TRANSACTIONS

The recurring related party transactions of the Bank refer to the transfer of resources or obligations between the Bank or its subsidiaries and its related parties, mainly representing the credit granting business, including loans and bonds investment, and non-credit granting business, including asset transfer, provision of services, interbank bonds and capital transaction, with related parties in the course of day-to-day operations. Specific transaction matters are subject to the requirements of regulatory authorities and the Bank, including the Administrative Measures for Related Party Transactions and other policies.

II. BASIC INFORMATION ON ESTIMATED QUOTA ON RECURRING RELATED PARTY TRANSACTIONS

The estimated quota on recurring related party transactions for 2021 of the Bank represent the cap between the related parties and the Bank and does not constitute undertakings of grants of credit or transactions, and is subject to written approval from the competent approval authority of the Bank upon the occurrence of actual transactions. The estimated quota takes effect from the date when the resolution is considered and approved at the general meeting of the Bank and lapses on the date when the estimated quota on recurring related party transactions for 2022 is considered and approved at the general meeting of the Bank.

(I) Related party transactions with corporate legal persons

The estimated quota on the Bank’s related party transactions with corporate legal persons is classified into credit granting related party transactions and non-credit granting related party transactions.

1. Credit granting related party transactions

Estimated quota on recurring related party transactions with general related companies for 2021

Amount of credit Estimated quota granted as at the of credit to be No. Related parties end of 2020 granted in 2021 (RMB0’000) (RMB0’000)

1 Zhengzhou Construction Investment Group Co., Ltd. 317,000 370,000 and its related companies 2 Zhengzhou Transportation Construction Investment Co., 80,000 100,000 Ltd. and its related companies 3 Zhengzhou Municipal Construction Engineering 42,000 45,000 General Corporation and its related companies

– IV-1 – APPENDIX IV ESTIMATED QUOTA ON RECURRING RELATED PARTY TRANSACTIONS FOR 2021

Amount of credit Estimated quota granted as at the of credit to be No. Related parties end of 2020 granted in 2021 (RMB0’000) (RMB0’000)

4 Henan Investment Group Co., Ltd. and its related 111,000 320,000 companies 5 Henan Zhengyang Construction Engineering Group Co., 107,500 330,000 Ltd. and its related companies 6 Henan Huida Jiarui Property Co., Ltd. and its related 288,431 330,000 companies 7 Zhengzhou Zhongrongchuang Industrial Investment Co., 312,000 350,000 Ltd. and its related companies 8 Henan Asset Management Company Limited and its 117,000 120,000 related companies 9 Zhongyuan Trust Co., Ltd. and its related companies / 70,000 10 Bridge Trust Co., Ltd. and its related companies 150,000 150,000 11 Central China Securities Co., Ltd. and its related 18,000 50,000 companies 12 Bank of Lanzhou Co., Ltd. 100,000 200,000 13 Bank of Guizhou Co., Ltd. 200,000 200,000

Estimated quota on recurring related party transactions with the Bank’s subordinate institutions for 2021

Amount of credit Estimated quota granted as at the of credit to be No. Related parties end of 2020 granted in 2021 (RMB0’000) (RMB0’000)

1 Henan Jiuding Financial Leasing Co., Ltd. (河南九鼎金 400,000 450,000 融租賃股份有限公司) 2 Fugou Zhengyin County Bank Co., Ltd. 42,000 40,000 (扶溝鄭銀村鎮銀行股份有限公司) 3 Xinmi Zhengyin County Bank Co., Ltd. 20,000 40,000 (新密鄭銀村鎮銀行股份有限公司) 4 Junxian Zhengyin County Bank Co., Ltd. (浚縣鄭銀村 25,000 40,000 鎮銀行股份有限公司) 5 Queshan Zhengyin County Bank Co., Ltd. (確山鄭銀村 20,000 40,000 鎮銀行股份有限公司)

– IV-2 – APPENDIX IV ESTIMATED QUOTA ON RECURRING RELATED PARTY TRANSACTIONS FOR 2021

Amount of credit Estimated quota granted as at the of credit to be No. Related parties end of 2020 granted in 2021 (RMB0’000) (RMB0’000)

6 Zhongmu Zhengyin County Bank Co., Ltd. (中牟鄭銀村 30,000 40,000 鎮銀行股份有限公司) 7 Yanling Zhengyin County Bank Co., Ltd. 20,000 40,000 (鄢陵鄭銀村鎮銀行股份有限公司) 8 Xinzheng Zhengyin County Bank Co., Ltd. (新鄭鄭銀村 30,000 40,000 鎮銀行股份有限公司)

Note: Credit granting business refers to the business activity that complies with the relevant requirements of the Administrative Measures for Connected Transactions between Commercial Banks and Their Insiders or Shareholders and the Interim Measures for the Equity Management of Commercial Banks issued by the CBIRC, as well as the credit granting provisions of the Bank.

2. Non-credit granting related party transactions

During 2021, it is estimated that the Bank will approve financial market transactions with open market prices, including spot trading and pledge-style repurchase of no more than RMB1 billion each for Bank of Lanzhou Co., Ltd. and Bank of Guizhou Co., Ltd., approve financial market transactions with open market prices, including spot trading and pledge-style repurchase, of no more than RMB500 million each for Henan Jiuding Financial Leasing Co., Ltd., Zhongyuan Trust Co., Ltd., Bridge Trust Co., Ltd., Central China Securities Co., Ltd., Great Wall Fund Management Co., Ltd., Green Fund Management Co., Ltd., Bank of Jinzhou Co., Ltd. and BOL Financial Leasing Co., Ltd. The above business can be carried out on a rolling basis. Credit assets transfer type non-credit granting business in an aggregate amount of no more than RMB2 billion for Henan Asset Management Company Limited will be approved, while service type non-credit granting business, including trust and custody and regulatory business, in an aggregate amount of no more than RMB500 million for Zhongyuan Trust Co., Ltd. and Bridge Trust Co., Ltd. will be approved.

(II) Related party transactions with natural persons

Transactions between the Bank and its related natural persons all fall into credit granting related party transactions. The Bank implements total quota control over credit lines granted to related natural persons in 2021 and total credit grant quota to related natural persons is expected to be no more than RMB300 million.

– IV-3 – APPENDIX IV ESTIMATED QUOTA ON RECURRING RELATED PARTY TRANSACTIONS FOR 2021

III. BASIC INFORMATION OF RELATED PARTIES

The related legal persons involved in the estimated quota of recurring related party transactions of the Bank in 2021 are incorporated in accordance with the law and are legal entities that operate on an on-going basis. The entities are under normal production and operation with the capability to perform their contracts, which are not dishonest persons subject to enforcement.

(I) Related corporate legal person

1. Zhengzhou Construction Investment Group Co., Ltd.

Zhengzhou Construction Investment Group Co., Ltd. was incorporated on March 30, 2011 with a registered capital of RMB1.93 billion. Its registered address is Level 17 Zensun Huanhu International, No. 189 Pingan Avenue, Zhengdong New District, Zhengzhou and its legal representative is Qin Guangyuan. Its business scope includes: investment, construction, operation and management of urban infrastructure; primary development and consolidation of urban construction land; domestic advertising design, production, agency and publishing; management of public parking lots; investment in public welfare undertakings; investment management; real estate development and construction; rental of housing; property management services; sales of electricity.

As at 2019 and June 2020, total assets amounted to RMB40,239.93 million and RMB45,026.80 million, respectively; net assets amounted to RMB14,509.09 million and RMB13,339.15 million, respectively; operating income amounted to RMB2,318.17 million and RMB892.66 million, respectively; net profit amounted to RMB39.85 million and RMB123.43 million, respectively.

Related relationship: the company is an enterprise controlled by Zhengzhou Finance Bureau, which is a Shareholder that holds more than 5% of the interests in the Bank, and is therefore deemed a related party of the Bank under the relevant provisions of Rule 10.1.3 of the Rules Governing the Listing of Stocks on The Shenzhen Stock Exchange.

2. Zhengzhou Transportation Construction Investment Co., Ltd.

Zhengzhou Transportation Construction Investment Co., Ltd. was incorporated on November 19, 2007 with its registered address at No. 165 Gongren South Road Zhongyuan District, Zhengzhou, and its legal representative is Zhang Huiyun. It has a registered capital of RMB100 million and its business scope includes: investment and management of road and bridge constructions; general contracting of roads and bridges; maintenance and renovation of roads and bridges, investment and management of transportation stations and logistics facilities; investment and management of city infrastructure and communication pipelines; domestic advertising design, production, agency and publication. (The above scope does not cover items that shall not be carried out without approval as per laws and regulations).

– IV-4 – APPENDIX IV ESTIMATED QUOTA ON RECURRING RELATED PARTY TRANSACTIONS FOR 2021

As at 2019 and June 2020, total assets amounted to RMB32,638.33 million and RMB34,894.74 million, respectively; net assets amounted to RMB17,638.78 million and RMB17,451.82 million, respectively; operating income amounted to RMB1,631.35 million and RMB562.68 million, respectively; net profit amounted to RMB10.22 million and RMB-101.45 million, respectively.

3. Zhengzhou Municipal Construction Engineering General Corporation

Zhengzhou Municipal Construction Engineering General Corporation was incorporated on November 29, 1988 with a registered capital of RMB300 million. Its registered address is 1 Youai Road, Zhengzhou, Henan and its legal representative is Wang Mingyuan (王明遠). Its business scope includes: general contracting of municipal public project construction; professional contracting of concrete prefabricated components, general contracting of highway engineering, professional contracting of earthwork engineering, professional contracting of urban and road lighting engineering, professional contracting of ready-mixed concrete, general contracting of mechanical and electrical installation engineering, professional contracting of bridge engineering, professional contracting of prestressed engineering, general contracting of building engineering and construction, professional contracting of foundation and foundation engineering, professional contracting for civil air defence engineering, and contracting of foreign projects; property services, rental of housing (the above items shall be carried out with valid qualification certificates); sales of building materials and mechanical and electrical products (excluding cars); technology development, technical services, technology transfer; landscaping works; municipal engineering, landscape engineering, architectural design and research; project management and related technical and management services; urban and rural planning; engineering consultation; engineering surveying; engineering investigation.

As at 2019 and June 2020, total assets amounted to RMB6,077.52 million and RMB5,422.16 million, respectively; net assets amounted to RMB622.56 million and RMB625.68 million, respectively; operating income amounted to RMB7,427.55 million and RMB1,723.82 million, respectively; net profit amounted to RMB85.89 million and RMB7.39 million, respectively.

– IV-5 – APPENDIX IV ESTIMATED QUOTA ON RECURRING RELATED PARTY TRANSACTIONS FOR 2021

4. Henan Investment Group Co., Ltd.

Henan Investment Group Co., Ltd. was incorporated on December 18, 1991 with its registered address at Investment Building, No. 41 Nongye Road East, Zhengzhou, and its legal representative is Liu Xinyong. It has a registered capital of RMB12 billion and its business scope includes: investment management, investment in construction projects, sale of industrial means of production, machinery and equipment required for construction projects, and raw materials of products used in investment projects (except those subject to special regulations of the State); rental of housing (for items subject to approval, relevant business activities shall not be carried out until approval is obtained).

As at 2019 and June 2020, total assets amounted to RMB172,432.37 million and RMB178,757.21 million, respectively; net assets amounted to RMB53,020.82 million and RMB54,792.41 million, respectively; operating income amounted to RMB29,380.89 million and RMB13,464.80 million, respectively; net profit amounted to RMB2,076.44 million and RMB1,653.56 million, respectively.

Related relationship: the company is a Shareholder that indirectly held more than 5% of the interests in the Bank in the previous 12 months, and is therefore deemed a related party of the Bank under the relevant provisions of Rule 10.1.3 of the Rules Governing the Listing of Stocks on The Shenzhen Stock Exchange.

5. Henan Zhengyang Construction Engineering Group Co., Ltd.

Henan Zhengyang Construction Engineering Group Co., Ltd. was incorporated on November 17, 2003 with a registered capital of RMB5 billion. Its registered address is Unit 301, Building B, Zensun International Plaza, 101 Hanghai East Road, Guancheng Hui District, Zhengzhou, Henan and its legal representative is Huang Kefei. Its business scope includes: general contracting for construction projects; general contracting for highway engineering construction; general contracting of municipal public works; professional contracting for foundation and foundation engineering; professional contracting of building decoration engineering; professional contracting for building curtain wall engineering; professional contracting of waterproof, anti-corrosion and insulation engineering; rental of housing; sales of building materials; architectural engineering design; garden landscaping engineering; green conservation engineering; urban and road lighting projects; design, production, assembly and construction services for prefabricated parts of assembled buildings and engineering projects management.

As at 2020, total assets amounted to RMB10,503.40 million; net assets amounted to RMB2,354.43 million; operating income amounted to RMB4,628.72 million; and net profit amounted to RMB216.39 million.

– IV-6 – APPENDIX IV ESTIMATED QUOTA ON RECURRING RELATED PARTY TRANSACTIONS FOR 2021

Related relationship: the company is controlled by the Bank’s Director, ZHANG Jingguo (張敬國), and is therefore deemed a related party of the Bank under the relevant provisions of Rule 10.1.3 of the Rules Governing the Listing of Stocks on The Shenzhen Stock Exchange.

6. Henan Huida Jiarui Property Co., Ltd.

Henan Huida Jiarui Property Co., Ltd. was incorporated on April 8, 2013 with a registered capital of RMB50 million. Its registered address is Concentration Residence of Room 204, Building A, Free Trade Building, 296 Zhengkai Avenue, Kaifeng District, Henan Free Trade Pilot Zone (place of operation: Building 1, Huida Commercial Street, Southern Section of the Cross between Dongjing Avenue and No.2 Street, Kaifeng City) and its legal representative is Zhu Guanjun. Its business scope includes: real estate development and sales; house leasing.

As at 2020, total assets amounted to RMB976.14 million; net assets amounted to RMB372.24 million; operating income amounted to RMB319.48 million; and net profit amounted to RMB60.44 million.

Related relationship: the company is controlled by the Bank’s Supervisor, ZHU Zhihui (朱志暉), and is therefore deemed a related party of the Bank under the relevant provisions of Rule 10.1.3 of the Rules Governing the Listing of Stocks on The Shenzhen Stock Exchange.

7. Zhengzhou Zhongrongchuang Industrial Investment Co., Ltd.

Zhengzhou Zhongrongchuang Industrial Investment Co., Ltd. was incorporated on July 4, 2018 with a registered capital of RMB10 billion. Its registered address is 10/F, Western Section of No. 97 Science Avenue, Zhengzhou High and New Technology Industry Development Zone and its legal representative is Shixin. Its business scope includes: industry investment and operation and asset operation and management; state-owned equity and capital operation, construction and operation of industrial parks, industry policy research and investment consultation, corporation value-added services.

As at 2019 and June 2020, total assets amounted to RMB31,260.34 million and RMB34,958.63 million, respectively; net assets amounted to RMB20,582.63 million and RMB21,352.92 million, respectively; operating income amounted to RMB1,662.41 million and RMB513.09 million, respectively; net profit amounted to RMB42.71 million and RMB-42.94 million, respectively.

Related relationship: the company is a subsidiary of Zhengzhou Finance Bureau, which is a Shareholder that holds more than 5% of the interests in the Bank, and is therefore deemed a related party of the Bank under the relevant provisions of Rule 10.1.3 of the Rules Governing the Listing of Stocks on The Shenzhen Stock Exchange.

– IV-7 – APPENDIX IV ESTIMATED QUOTA ON RECURRING RELATED PARTY TRANSACTIONS FOR 2021

8. Henan Asset Management Co., Ltd.

Henan Asset Management Co., Ltd. was incorporated on August 8, 2017 with its registered address at Floor 26, Henan Media Building, No. 2 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province and its legal representative is Cheng Dongmei. It has a registered capital of RMB5 billion and its business scope includes: acquisition, management and disposal of non-performing assets; investment and asset management; private fund management; equity custody, entrusted asset management; enterprise bankruptcy, liquidation and other related management services; corporate mergers and acquisitions services, corporate listing and restructuring services; financial, investment, legal and risk management consulting services.

As at 2019 and June 2020, total assets amounted to RMB19,601.49 million and RMB20,888.35 million, respectively; net assets amounted to RMB7,480.48 million and RMB7,662.02 million, respectively; operating income amounted to RMB648.69 million and RMB268.49 million, respectively; net profit amounted to RMB414.98 million and RMB255.14 million, respectively.

Related relationship: the Bank’s Director, JI Hongjun (姬宏俊), serves as a director of the company, and the company is therefore deemed a related party of the Bank under the relevant provisions of Rule 10.1.3 of the Rules Governing the Listing of Stocks on The Shenzhen Stock Exchange.

9. Zhongyuan Trust Co., Ltd.

Zhongyuan Trust Co., Ltd. was incorporated on November 27, 2002 with its registered address at No. 24 Shangwu Waihuan Road, Zhengzhou, and its legal representative is Zhao Weihua. It has a registered capital of RMB4 billion, and its business scope includes: capital trust; chattel trust; real estate trust; securities trust; other property or property rights trusts; investment fund business undertaken as the promoter of an investment fund or fund management company; restructuring, mergers and acquisitions, project finance, corporate finance, financial advisory and other services related to management of corporate assets; underwriting of securities as approved by relevant authorities under the State Council; intermediary, advisory, credit investigation and related services; custody and safe deposit box services; utilization of inherent properties through interbank deposits and lending, loans, leasing and investments; provision of guarantees to others with inherent properties; interbank lending and borrowing; and other business as prescribed by laws and regulations or approved by the China Banking Regulatory Commission.

As at 2019 and June 2020, total assets amounted to RMB10,403.56 million and RMB9,678.43 million, respectively; net assets amounted to RMB8,832.81 million and RMB8,947.26 million, respectively; operating income amounted to RMB968.45 million and RMB283.48 million, respectively; net profit amounted to RMB411.52 million and RMB114.46 million, respectively.

– IV-8 – APPENDIX IV ESTIMATED QUOTA ON RECURRING RELATED PARTY TRANSACTIONS FOR 2021

Related relationship: the company is a Shareholder of the Bank that nominated the Bank’s Director JI Hongjun (姬宏俊), and is therefore deemed a related party of the Bank under the relevant provisions of Rule 10.1.3 of the Rules Governing the Listing of Stocks on The Shenzhen Stock Exchange.

10. Bridge Trust Co., Ltd.

Bridge Trust Co., Ltd. was incorporated on October 16, 2002 with a registered capital of RMB4 billion. Its registered address is Zhongyuan Guangfa Financial Building, 10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou and its legal representative is Wang Zhenjing. Approved by the CBIRC, the company’s business scope for local and foreign currencies includes: (I) capital trust; (II) chattel trust; (III) real estate trust; (IV) securities trust; (V) other property or property rights trusts; (VI) investment fund business undertaken as the promoter of an investment fund or fund management company; (VII) restructuring, mergers and acquisitions of corporate assets, project finance, corporate finance, financial advisory and other services; (VIII) underwriting of securities as approved by relevant authorities under the State Council; (IX) intermediary, advisory, credit investigation and related services; (X) custody and safe deposit box services; (XI) utilization of inherent properties through interbank deposits and lending, loans, leasing and investments; (XII) provision of guarantees to others with inherent properties; (XIII) interbank lending and borrowing; (XIV) other business as prescribed by laws and regulations or approved by the CBIRC.

As at 2020, total assets amounted to RMB10,499.35 million; net assets amounted to RMB10,227.24 million; operating income amounted to RMB1,896.28 million; and net profit amounted to RMB111.01 million.

Related relationship: the Bank’s Director, FAN Yutao (樊玉濤), serves as a director of the company in the previous 12 months, which is therefore deemed a related party of the Bank under the relevant provisions of Rule 10.1.3 of the Rules Governing the Listing of Stocks on The Shenzhen Stock Exchange.

11. Central China Securities Co., Ltd.

Central China Securities Co., Ltd. was incorporated on November 8, 2002 with its registered address at 10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou. It has a registered capital of RMB4,642,884,700 and its legal representative is Jian Mingjun. Its business scope includes: securities brokerage, consultation on securities investment; financial advice in relation to securities trading and securities investment activities; securities underwriting and sponsoring; proprietary trading of securities; management of securities assets; proxy sale of securities investment funds; provision of intermediate referral services to futures companies; margin financing and securities lending; proxy sale of financial products (for items subject to approval, relevant business activities shall not be carried out until approval is obtained).

– IV-9 – APPENDIX IV ESTIMATED QUOTA ON RECURRING RELATED PARTY TRANSACTIONS FOR 2021

As at 2019 and June 2020, total assets amounted to RMB43,569.90 million and RMB47,657.41 million, respectively; net assets amounted to RMB10,497.79 million and RMB10,530.35 million, respectively; operating income amounted to RMB2,372.53 million and RMB1,249.98 million, respectively; net profit amounted to RMB75.08 million and RMB33.68 million, respectively.

Related relationship: the company is controlled by Henan Investment Group Co., Ltd., a Shareholder which indirectly holds more than 5% of the interests in the Bank in the previous 12 months, and is therefore deemed a related party of the Bank under the relevant provisions of Rule 10.1.3 of the Rules Governing the Listing of Stocks on The Shenzhen Stock Exchange.

12. Bank of Lanzhou Co., Ltd.

Bank of Lanzhou Co., Ltd. was incorporated on August 10, 1998 with its registered address at No. 211 Jiuquan Road, Chengguan District, Lanzhou, Gansu Province, and its legal representative is Xu Jianping. It has a registered capital of RMB5,126,127,451 and its business scope includes: receiving deposits from the public; offering short-term, medium-term and long-term loans, handling domestic settlement and bill acceptance and discounting, issuing financial bonds; acting as an agent for issuance, redemption and underwriting governmental bonds; trading in governmental bonds, inter-bank lending; provision of guarantees; agency for receipt and payment and insurance brokering; provision of safe deposit boxes; handling entrusted deposits and loans concerning working capital for maintenance of local finance credit; bank card business; deposits, loans, remittance and exchange of foreign currency, settlement and sales of foreign exchange; other foreign exchange business such as international settlements; sales of funds; dealing in and agency for precious metals; and other business as approved by China Banking Regulatory Commission (for items subject to approval, relevant business activities shall not be carried out until approval is obtained from competent authorities).

As at 2019 and June 2020, total assets amounted to RMB336.683 billion and RMB358.276 billion, respectively; net assets amounted to RMB21.719 billion and RMB21.869 billion, respectively; operating income amounted to RMB7.618 billion and RMB2.886 billion, respectively; net profit amounted to RMB1.494 billion and RMB1.085 billion, respectively.

Related relationship: the Bank’s Director, WANG Shihao (王世豪), serves as a director of the company, which is therefore deemed a related party of the Bank under the relevant provisions of Rule 10.1.3 of the Rules Governing the Listing of Stocks on The Shenzhen Stock Exchange.

– IV-10 – APPENDIX IV ESTIMATED QUOTA ON RECURRING RELATED PARTY TRANSACTIONS FOR 2021

13. Bank of Guizhou Co., Ltd.

Bank of Guizhou Co., Ltd. was incorporated on September 28, 2012 with its registered address at No. 9 Yongchang Road, Guanshanhu District, Guiyang, Guizhou Province, and its legal representative is Li Zhiming. It has a registered capital of RMB12,388,046,744. It is not engaged in items banned by the laws, regulations and policies of the State Council; items subject to permits (approval) as per laws, regulations and policies of the State Council shall not be carried out until permits (approval) documents are obtained from the competent authorities; market players have the right to select on its own operating items not subject to permits (approval) as per laws, regulations and policies of the State Council. Its business scope includes: receiving deposits from the public; offering short-term, medium-term and long-term loans, handling domestic settlement; handling entrusted deposits and loans; bill acceptance and discounting; acting as an agent for issuance, redemption and underwriting governmental bonds; trading in governmental bonds and financial bonds, inter-bank lending; trading and proxy trading of foreign currency; bank card business; provision of letter of credit and guarantee; agency for receipt and payment business; provision of safe deposit boxes; concurrent-business insurance agency; sales of funds; and other business as approved by China Banking Regulatory Commission.

As at 2019 and June 2020, total assets amounted to RMB336.683 billion and RMB358.276 billion, respectively; operating income amounted to RMB7.618 billion and RMB2.886 billion, respectively; net assets amounted to RMB33.889 billion and RMB34.614 billion, respectively; net profit amounted to RMB1.494 billion and RMB1.085 billion, respectively.

Related relationship: the Bank’s Supervisor, SONG Ke (宋科), serves as a director of the company, which is therefore deemed a related party of the Bank under the relevant provisions of Rule 10.1.3 of the Rules Governing the Listing of Stocks on The Shenzhen Stock Exchange.

14. Henan Jiuding Financial Leasing Co., Ltd.

Henan Jiuding Financial Leasing Co., Ltd. was incorporated on March 23, 2016 with a registered capital of RMB2 billion. Its registered domicile is 23/F, PICC Building, 24 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou and its legal representative is Xia Hua. Its business scope includes: financial leasing business; outward or inward transfer of financial leasing assets; fixed income securities investment business; acceptance of lease deposits from lessees; absorbing time deposits with a term of three months or more from non-banking shareholders; interbank lending and borrowing; borrowing from financial institutions; offshore borrowing; sale and disposal of leased assets; economic consulting; other business as approved by the then CBRC.

– IV-11 – APPENDIX IV ESTIMATED QUOTA ON RECURRING RELATED PARTY TRANSACTIONS FOR 2021

As at 2020, total assets amounted to RMB24,429.82 million; net assets amounted to RMB2,770.77 million; operating income amounted to RMB752.62 million; and net profit amounted to RMB279.13 million.

Related relationship: the company is a subsidiary of the Bank and the Bank’s Director, XIA Hua (夏華), serves as its legal representative, and is therefore deemed a related party of the Bank under the relevant provisions of Accounting Standard for Business Enterprises No. 36 – Related Party Disclosures.

15. Fugou Zhengyin County Bank Co., Ltd.

Fugou Zhengyin County Bank Co., Ltd. was incorporated on December 3, 2015 with a registered capital of RMB60 million. Its registered address is Fugou County, Zhoukou and its legal representative is Li Yanjun (李燕軍). Its business scope includes: receiving deposits from the public; provision of short, medium and long-term loans; domestic settlement; bill acceptance and discounting; interbank lending and borrowing; debit card business; acting as an agent for issuance, redemption and underwriting of government bonds; acting as a collection and payment agent; other business as approved by China’s banking regulatory authority (business activities requiring permits shall be carried out with valid permits or other qualification certificates).

As at 2020, total assets amounted to RMB884.98 million; net assets amounted to RMB64.55 million; operating income amounted to RMB22.48 million; and net profit amounted to RMB1.80 million.

Related relationship: the company is a subsidiary of the Bank, and is therefore deemed a related party of the Bank under the relevant provisions of Accounting Standard for Enterprises No. 36 – Related Party Disclosures.

16. Xinmi Zhengyin County Bank Co., Ltd.

Xinmi Zhengyin County Bank Co., Ltd. was incorporated on February 15, 2011 with a registered capital of RMB125 million. Its registered address is 1-4/F, Annex Building of Changlong Financial Building, Northeast corner, Intersection of Qinshui Road and Pingan Road, Xinmi City and its legal representative is Yin Kuiwei. Its business scope includes: receiving deposits from the public; provision of short, medium and long-term loans; domestic settlement; bill acceptance and discounting; interbank lending and borrowing; bank card business; acting as an agent for issuance, redemption and underwriting of government bonds; collection and payment agency and insurance business agency; other business as approved by the banking regulatory authority.

As at 2020, total assets amounted to RMB1,042.70 million; net assets amounted to RMB159.89 million; operating income amounted to RMB25.93 million; and net profit amounted to RMB2.37 million.

– IV-12 – APPENDIX IV ESTIMATED QUOTA ON RECURRING RELATED PARTY TRANSACTIONS FOR 2021

17. Xunxian Zhengyin County Bank Co., Ltd.

Xunxian Zhengyin County Bank Co., Ltd. was incorporated on November 6, 2017 with a registered capital of RMB100 million. Its registered address is the west side of the middle section of Huanghe Road, Xunxian and its legal representative is Zhao Lijuan. Its business scope includes: receiving deposits from the public; provision of short, medium and long-term loans; domestic settlement; bill acceptance and discounting; acting as an agent for issuance, redemption and underwriting of government bonds; interbank lending and borrowing; debit card business; collection and payment agency and insurance business agency; other business as approved by the banking regulatory authority (business operations requiring approvals shall be carried out after obtaining relevant permits from the competent authorities).

As at 2020, total assets amounted to RMB1,222.84 million; net assets amounted to RMB110.14 million; operating income amounted to RMB45.53 million; and net profit amounted to RMB12.68 million.

Related relationship: the company is a subsidiary of the Bank and the chairwoman of the Board of Supervisors of the Bank, ZHAO Lijuan (趙麗娟), serves as its legal representative, and is therefore deemed a related party of the Bank under the relevant provisions of Accounting Standard for Enterprises No. 36 – Related Party Disclosures.

18. Queshan Zhengyin County Bank Co., Ltd.

Queshan Zhengyin County Bank Co., Ltd. was incorporated on November 14, 2017 with a registered capital of RMB50 million. Its registered address is Building 1 of Jinghua Mansion, the west side of the north section of National Highway 107, Panlong Town, Queshan County, Zhumadian and its legal representative is Feng Tao. Its business scope includes: receiving deposits from the public; provision of short, medium and long-term loans; domestic settlement; bill acceptance and discount services; inter-bank lending and borrowing; bank card business; acting as an agent for issuance, redemption and underwriting of government bonds; collection and payment agency and insurance business agency; other business as approved by the banking regulatory authority.

As at 2020, total assets amounted to RMB449.33 million; net assets amounted to RMB49.36 million; operating income amounted to RMB19.16 million; and net profit amounted to RMB5.04 million.

– IV-13 – APPENDIX IV ESTIMATED QUOTA ON RECURRING RELATED PARTY TRANSACTIONS FOR 2021

19. Zhongmu Zhengyin County Bank Co., Ltd.

Zhongmu Zhengyin County Bank Co., Ltd. was incorporated on December 28, 2009 with a registered capital of RMB1,122.70 million. Its registered address is the middle section of Guandu Street, Zhongmu County, Zhengzhou and its legal representative is Wang Tianyu. Its business scope includes: receiving deposits from the public; provision of short, medium and long-term loans; domestic settlement; bill acceptance and discounting; interbank lending and borrowing; bank card business; acting as an agent for issuance, redemption and underwriting of government bonds; acting as a collection and payment agent; other business as approved by the banking regulatory authority; concurrent-business insurance agency business.

As at 2020, total assets amounted to RMB17,882.79 million; net assets amounted to RMB1,639.10 million; operating income amounted to RMB582.43 million; and net profit amounted to RMB148.75 million.

Related relationship: the company is an associate of the Bank and the chairman of the Bank, WANG Tianyu (王天宇), serves as its legal representative, and is therefore deemed a related party of the Bank under the relevant provisions of Accounting Standard for Enterprises No. 36 – Related Party Disclosures.

20. Yanling Zhengyin County Bank Co., Ltd.

Yanling Zhengyin County Bank Co., Ltd. was incorporated on December 26, 2011 with a registered capital of RMB70.495 million. Its registered address is at the south of 100m from the east of the intersection of Huadu Avenue and Huabo Avenue, Yanling County and its legal representative is Mao Yuezhen. Its business scope includes: receiving deposits from the public; provision of short, medium and long-term loans; domestic settlement; bill acceptance and discounting; interbank lending and borrowing; debit card business; acting as an agent for issuance, redemption and underwriting of government bonds; purchase and sale of government bonds and financial bonds; acting as a collection and payment agent and insurance agent; other business as approved by China’s banking regulatory authority.

As at 2020, total assets amounted to RMB1,261.13 million; net assets amounted to RMB85.96 million; operating income amounted to RMB43.98 million; and net profit amounted to RMB530,000.

Related relationship: the company is an associate of the Bank, and is therefore deemed a related party of the Bank under the relevant provisions of Accounting Standard for Enterprises No. 36 – Related Party Disclosures.

– IV-14 – APPENDIX IV ESTIMATED QUOTA ON RECURRING RELATED PARTY TRANSACTIONS FOR 2021

21. Xinzheng Zhengyin County Bank Co., Ltd.

Xinzheng Zhengyin County Bank Co., Ltd. was incorporated on July 12, 2010 with a registered capital of RMB69.12 million. Its registered address is Building No. 23, Qingdu Shoufu Community, Yuqian Road, Xinzheng and its legal representative is Guo Zhibin. Its business scope includes: receiving deposits from the public; provision of short, medium and long-term loans; domestic settlement; bill acceptance and discounting; interbank lending and borrowing; bank card business; acting as an agent for issuance, redemption and underwriting of government bonds; collection and payment agency; other business as approved by banking regulatory authority.

As at 2020, total assets amounted to RMB4,038.77 million; net assets amounted to RMB184.57 million; operating income amounted to RMB179.00 million; and net profit amounted to RMB33.36 million.

Related relationship: the company is an associate of the Bank and a senior executive of the Bank, GUO Zhibin (郭志彬), serves as its legal representative, and is therefore deemed a related party of the Bank under the relevant provisions of Accounting Standard for Enterprises No. 36 – Related Party Disclosures.

22. Great Wall Fund Management Co., Ltd.

Great Wall Fund Management Co., Ltd. was incorporated on December 27, 2001 with its registered address at 4101-4104 of New World Business Centre, No. 6009 Yitian Road Futian District, Shenzhen, and its legal representative is Wang Jun. It has a registered capital of RMB150 million and its business scope covers items as approved according to the Legal Person Licence for Fund Management Company (基金管理公司法人許可證) issued by China Securities Regulatory Commission.

As at 2020, total assets amounted to RMB1,797.12 million; net assets amounted to RMB1,433.26 million; operating income amounted to RMB833.01 million; and net profit amounted to RMB146.60 million.

Related relationship: the Bank’s Director, JI Hongjun (姬宏俊), serves as a director of the company, which is therefore deemed a related party of the Bank under the relevant provisions of Rule 10.1.3 of the Rules Governing the Listing of Stocks on The Shenzhen Stock Exchange.

– IV-15 – APPENDIX IV ESTIMATED QUOTA ON RECURRING RELATED PARTY TRANSACTIONS FOR 2021

23. Green Fund Management Co., Ltd.

Green Fund Management Co., Ltd. was incorporated on November 1, 2016 with its registered address at Rooms 04, 05 and 06 of Floor 47, Building 5, Middle Road, Third Ring East, Chaoyang District, Beijing and its legal representative is Gao Yonghong. It has a registered capital of RMB150 million and its business scope includes: fund raising, sales of funds, asset management, asset management for particular customers, and other business as approved by the CSRC. (The company selects its operating items and carry out operating activities at its own discretion in accordance with the law; items subject to approval in accordance with the law shall not be carried out until approval is obtained from relevant authorities; operations in relation to items banned and restricted by the municipal industrial policy shall not be initiated.)

As at 2020, total assets amounted to RMB47.91 million; net assets amounted to RMB44.32 million; operating income amounted to RMB33.81 million; and net profit amounted to RMB-18.74 million.

Related relationship: the Bank’s Director, XIE Taifeng (謝太峰), serves as a director of the company, which is therefore deemed a related party of the Bank under the relevant provisions of Rule 10.1.3 of the Rules Governing the Listing of Stocks on The Shenzhen Stock Exchange.

24. Bank of Jinzhou Co., Ltd.

Bank of Jinzhou Co., Ltd. was established on January 22, 1997 with its registered address at No. 68 Keji Road, Jinzhou City, Liaoning Province and its legal representative is Wei Xuekun. It has a registered capital of RMB13,981,615,684 and its business scope includes: receiving deposits from the public; short, medium and long-term lending; domestic and international settlement; bill acceptance and discounting; issuing financial bonds; acting as an agent for issuance, redemption and underwriting of government bonds; purchase and sale of government bonds and financial bonds; interbank lending and borrowing; purchase and sale and agency purchase and sale of foreign currency; bank card business; provision of letter of credit services and guarantees; acting as a collection and payment agent and an insurance agent; providing safe deposit box business; sale of funds; and other business activities approved by the banking regulatory authority under the State Council. (Business activities subject to approval in accordance with the law may be carried out only after being approved by the competent authorities.)

As at 2019 and June 2020, total assets amounted to RMB836,694 million and RMB821,266 million respectively; net assets amounted to RMB59,505 million and RMB59,926 million respectively; operating income amounted to RMB23,170 million and RMB6,444 million, respectively; net profits amounted to -RMB1,110 million and RMB413 million respectively.

– IV-16 – APPENDIX IV ESTIMATED QUOTA ON RECURRING RELATED PARTY TRANSACTIONS FOR 2021

Related party relationship: the Bank’s Director, Xie Taifeng (謝太峰), serves as a director of the company, which is therefore deemed a related party of the Bank under the relevant provisions of Rule 10.1.3 of the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange.

25. BOL Financial Leasing Company Limited

BOL Financial Leasing Company Limited was established on December 18, 2014 with its registered address at Block A, Zhonghong Zhuoyue Center, No. 1 Wuhuan Street, Luolong District, Luoyang City, Henan Province and its legal representative is Wang Jianfu. It has a registered capital of RMB2,000 million and its business scope includes: financial leasing business, transfer and receiving of financial leasing assets, investment in fixed-income securities, acceptance of the lessee’s leasing deposits, taking of 3-month or above term deposits from non-banking shareholders, interbank lending and borrowing, borrowing from financial institutions, overseas borrowing, sale and disposal of leased items, economic consulting, and other business approved by the then CBRC.

As at 2019 and June 2020, total assets amounted to RMB22,749.19 million and RMB24,413.60 million respectively; net assets amounted to RMB2,680.09 million and RMB2,685.30 million respectively; operating income amounted to RMB1,089.48 million and RMB580.86 million, respectively; net profits amounted to RMB501.82 million and RMB314.28 million respectively.

Related party relationship: the company is a related company of Zhongyuan Trust Co., Ltd. (中原信託有限公司), a substantial Shareholder of the Bank, and is therefore deemed a related party of the Bank according to the Provisional Measures on the Management of the Equity of Commercial Banks (《商業銀行股權管理暫行辦法》).

The financial data for 2020 related to the above 25 related party legal persons are unaudited.

(II) Related Natural Persons

1. Directors and Supervisors of the Bank and senior management of the headquarters and branches and other officers who have the right to decide or participate in the grant of credit and asset transfer of the Bank;

2. A natural person who directly or indirectly holds more than 5% of the Company’s Shares (the Shares or voting rights held or controlled by the close relatives of the natural person Shareholder shall be combined with the Shares or voting rights held or controlled by the natural person Shareholder);

3. Directors, Supervisors and senior management who directly or indirectly control the legal persons or other organizations of the Bank;

– IV-17 – APPENDIX IV ESTIMATED QUOTA ON RECURRING RELATED PARTY TRANSACTIONS FOR 2021

4. The close relatives of the persons mentioned in paragraphs 1 and 2 above, including parents, spouses, siblings and their spouses, adult children and their spouses, parents of adult children’s spouses, parents of spouses, siblings of spouses and their spouses, siblings of parents and their spouses, adult children of siblings of parents and their spouses;

5. A natural person with one of the above circumstances within the past 12 months or, according to relevant agreements or arrangements, within the next 12 months;

6. The natural person controlling shareholders, directors, and key management personnel of the Bank’s related legal persons or other organs. The related legal persons or other organs referred to herein do not include legal persons or other organs that insiders and substantial natural person shareholders of commercial banks and their close relatives directly, indirectly or jointly control or can exert significant influence on;

7. Other natural persons who have a special relationship with the Bank and may tilt the interests of the Bank in their favour as determined by CBIRC, CSRC, Shenzhen Stock Exchange or the Bank based on the principle of substance over form.

IV. MAIN CONTENT AND PRICING POLICY OF RELATED PARTY TRANSACTIONS

The Bank’s estimated recurring related party transactions in 2021 are based on the original cooperation with relevant customers and the reasonable expectations of the Bank’s business development. The estimated amounts and transaction content involved are in line with the actual business needs. The transactions between the Bank and related parties are carried out in accordance with market-based pricing, on conditions no more favourable than for similar transactions with non-related parties, in compliance with the principle of fairness required by related transaction management, free from benefit transmission or price manipulation, and without prejudice to the interests of the Bank and Shareholders.

V. PURPOSE OF RELATED PARTY TRANSACTIONS AND THEIR IMPACTS ON THE BANK

The above recurring related party transactions conducted by the Bank are ordinary business activities within the normal business scope of the Bank, are conducive to fully exploiting the resource advantages of quality related-party customers, facilitate the Bank’s business expansion, do not affect the Bank’s independence, and will not adversely affect the Bank’s ability to continue as a going concern and its profit and loss and asset condition.

– IV-18 – APPENDIX V AMENDMENTS TO THE PROCEDURES OF GENERAL MEETINGS

Details of the proposed amendments are set out below:

Original Rules Amended Rules Article 30 If the elections of directors and Article 30 If the elections of directors and supervisors are to be discussed at the supervisors are to be discussed at the shareholders’ general meeting, the shareholders’ general meeting, the shareholders’ general meeting shall fully shareholders’ general meeting shall fully disclose the details of the candidates for the disclose the details of the candidates for the role of directors and supervisors, and shall at role of directors and supervisors, and shall at least include the following particulars: least include the following particulars:

(1) Personal particulars such as education (1) Personal particulars such as education level, work experience and any part- level, work experience and any part- time work undertaken; time work undertaken;

(2) Whether there is any related party (2) Whether there is any related party relationship with the Bank or with the relationship with the Bank or with the controlling shareholders and de facto controlling shareholders and de facto controllers of the Bank; controllers of the Bank;

(3) Disclosure of their shareholding in the (3) Disclosure of their shareholding in the Bank; Bank;

(4) Whether they have been subject to any (4) Whether they have been subject to any penalties imposed by the banking, penalties imposed by the banking, securities regulatory and securities regulatory and administrative authorities under the administrative authorities under the State Council and other relevant State Council and other relevant departments, and any stock exchange departments, and any stock exchange disciplinary action; disciplinary action;

(5) Information in relation to the new (5) Information in relation to the new appointment or re-designation of appointment or re-designation of directors or supervisors as required by directors or supervisors as required by the Hong Kong Listing Rules. the Hong Kong Listing Rules.

Except for the election of directors and Except for the election of directors and supervisors via cumulative voting system, supervisors via cumulative voting system, the election of each director and supervisor the election of each director and supervisor shall be voted upon on a separate basis. shall be voted upon on a separate basis.

If the Bank adopts the cumulative voting system to elect its directors or supervisors, it shall particularly explain it in the notice convening the shareholders’ general meeting.

– V-1 – APPENDIX V AMENDMENTS TO THE PROCEDURES OF GENERAL MEETINGS

Original Rules Amended Rules Article 47 When a shareholder (including Article 47 When a shareholder (including his/her proxy) attends the shareholders’ his/her proxy) attends the shareholders’ general meeting, each share held shall have general meeting, he/she shall exercise one (1) vote. his/her voting rights based on the number of shares with voting rights held. While the shareholders’ general meeting Eacheach share held shall have one (1) reviews significant issues that have vote. influence on the interests of small and medium investors, the voting of the small While the shareholders’ general meeting and medium investors shall be counted reviews significant issues that have separately and the result shall be disclosed influence on the interests of small and in a timely manner. medium investors, the voting of the small and medium investors shall be counted The shares held by the Bank have no voting separately and the result shall be disclosed rights and that part of the shareholding is not in a timely manner. counted towards the total number of shares with voting rights that is held by The shares held by the Bank have no voting shareholders attending the meeting. rights and that part of the shareholding is not counted towards the total number of shares The Bank’s Board of Directors, independent with voting rights that is held by directors and shareholders satisfying related shareholders attending the meeting. rules have the right to openly collect voting rights of shareholders, but shall disclose The Bank’s Board of Directors, independent such information as the intention of the directors, shareholders who hold more collection to the shareholders whose voting than 1% of shares with voting rights or rights are to be collected. It is forbidden to investor protection authorities established collect voting rights by offering in accordance with the provisions of laws, compensation in any form for the collection. administrative regulations or securities The Bank is not allowed to put a limit on regulatory and administrative authorities minimum share-holding ratio for collection under the State Council can serve as of voting rights. collector and publicly request, either on their own or by appointing a securities If any laws, administrative regulations and company or securities service institution, the Hong Kong Listing Rules require that shareholders of the Bank to appoint them any shareholder shall abstain from voting on as proxy to attend shareholders’ general a certain matter or limit any shareholder to meetings and exercise their shareholders’ cast affirmative or negative votes on a rights including to propose or to vote on certain matter, any votes cast by the their behalf. and shareholders satisfying shareholder or proxy in violation of the related rules have the right to openly collect aforesaid requirements or restrictions shall voting rights of shareholders, but shall not be included in the voting results. disclose such information as the intention of the collection to the shareholders whose voting rights are to be collected.

– V-2 – APPENDIX V AMENDMENTS TO THE PROCEDURES OF GENERAL MEETINGS

Original Rules Amended Rules A collector collecting shareholders’ rights in accordance with the provisions of the above paragraph shall disclose the collected documents and the Bank shall cooperate.

It is forbidden to collect shareholders’ rights publicly voting rights by offering compensation in any form for the collection. The Bank is not allowed to put a limit on minimum share-holding ratio for collection of voting rights. If collecting shareholders’ rights publicly violates the relevant provisions of laws, administrative regulations or securities regulatory and administrative authorities under the State Council, and results in loss suffered by the Bank or its shareholders, the collector must be held liable for compensation in accordance with the law.

If any laws, administrative regulations and the Hong Kong Listing Rules require that any shareholder shall abstain from voting on a certain matter or limit any shareholder to cast affirmative or negative votes on a certain matter, any votes cast by the shareholder or proxy in violation of the aforesaid requirements or restrictions shall not be included in the voting results. Article 61 The list of director and supervisor Article 61 The list of director and supervisor candidates shall be submitted in the form of candidates shall be submitted in the form of a proposal to the shareholders’ general a proposal to the shareholders’ general meeting for voting. meeting for voting.

For the election of directors and supervisors For the election of directors and supervisors at a shareholders’ general meeting, each at a shareholders’ general meeting, each candidate for director and supervisor shall candidate for director and supervisor shall be voted separately. Cumulative voting be voted separately. Cumulative voting system may be used in accordance with the system may be used in accordance with the provisions of the Articles of Association of provisions of the Articles of Association of the Bank or a resolution passed at a the Bank or a resolution passed at a shareholders’ general meeting. shareholders’ general meeting.

– V-3 – APPENDIX V AMENDMENTS TO THE PROCEDURES OF GENERAL MEETINGS

Original Rules Amended Rules “Cumulative voting system” referred to in “Cumulative voting system” referred to in the above paragraph means at the the above paragraph means at the shareholders’ general meeting where shareholders’ general meeting where director(s) or supervisor(s) is/are elected, director(s) or supervisor(s) is/are elected, each ordinary share (including the each ordinary share (including the preference shares with restored voting preference shares with restored voting rights) shall have the same number of voting rights) shall have the same number of voting rights as the number of director(s) or rights as the number of director(s) or supervisor(s) to be elected. Shareholders’ supervisor(s) to be elected. Shareholders’ voting rights may be exercised collectively. voting rights may be exercised collectively.

If directors and supervisors are elected by If directors and supervisors are elected by way of cumulative voting system, and way of cumulative voting system, and candidates have the same number of votes candidates have the same number of votes with vacancies in the number of candidates with vacancies in the number of candidates to be elected, additional election rounds to be elected, additional election rounds using cumulative voting system should be using cumulative voting system should be held with regard to the candidates with the held with regard to the candidates with the same votes until the vacancies are filled. same votes until the vacancies are filled. Addition Article 62 If the cumulative voting system is adopted, prior to the voting at a shareholders’ general meeting on the candidates for directors or supervisors, the chairman of the shareholders’ general meeting should clearly inform the shareholders present thereat that the cumulative voting method is adopted for the candidates for directors or supervisors. The Board of Directors and the Board of Supervisors must prepare ballots suitable for the implementation of the cumulative voting method. The secretary to the Board of Directors should state and explain the cumulative voting method and how to fill in the ballots.

– V-4 – APPENDIX V AMENDMENTS TO THE PROCEDURES OF GENERAL MEETINGS

Original Rules Amended Rules Addition Article 63 If the cumulative voting system is adopted, shareholders can distribute their voting rights among candidates for directors or supervisors as they wish. They can either distribute their votes on a number of candidates or concentrate their votes on one candidate. Elections of independent directors, non-independent directors and supervisors are conducted by voting on them separately:

1. When electing independent directors, the cumulative number of votes of each shareholder is equal to the product of the total number of voting shares held by that shareholder multiplied by the number of independent directors to be elected, and this number of votes can only be cast on the candidates for independent directors; 2. When electing non-independent directors, the cumulative number of votes of each shareholder is equal to the product of total number of voting shares held by that shareholder multiplied by the number of non- independent directors to be elected, and this number of votes can only be cast on the candidates for non- independent directors;

3. When electing supervisors, the cumulative number of votes of each shareholder is equal to the product of the total number of voting shares held by that shareholder multiplied by the number of supervisors to be elected, and this number of votes can only be cast on the candidates for supervisors.

– V-5 – APPENDIX V AMENDMENTS TO THE PROCEDURES OF GENERAL MEETINGS

Original Rules Amended Rules Addition Article 64 If the cumulative voting system is adopted, shareholders should follow the following voting methods when voting:

1. When shareholders vote, they shall indicate in the column for each of the candidates for directors or supervisors they elect the cumulative number of votes they cast for the candidates for directors or supervisors. They shall cast only votes of assent but shall not cast negative votes and abstention votes;

2. All shareholders shall have the right to vote for one or more candidates for directors and supervisors as they wish (agents shall follow the instructions of the proxy’s power of attorney) by casting the total number of voting rights they have for one or more candidates for directors and supervisors, but the final number of candidates for directors and supervisors they voted for shall not exceed the number of directors or supervisors to be elected; if exceeds, all the votes by that shareholder shall be deemed invalid and that shareholder is deemed to have abstained from such voting;

3. When shareholders present at a meeting vote, they can exercise their cumulative voting rights as they wish, but the number of voting rights they use for one or more candidates collectively or separately shall not exceed the total number of valid voting rights held by them, otherwise the votes by the shareholders shall be invalid and the shareholders is deemed to have abstained from such voting;

4. When the total number of votes exercised by shareholders on one or several candidates for directors or supervisors collectively or separately is equal or less than their cumulative number of votes, the votes by the shareholder are valid, and the difference between the cumulative number of votes and the actual number of votes shall be deemed as abstention of voting rights.

– V-6 – APPENDIX V AMENDMENTS TO THE PROCEDURES OF GENERAL MEETINGS

Original Rules Amended Rules Addition Article 65 If directors and supervisors are elected by adopting the cumulative voting system, the candidates with the larger number of votes shall be elected successfully from first to last among the number of candidates to be elected as directors and supervisors, based on the number of votes the candidates for directors and supervisors can obtain in chronological order. At the same time, the number of voting rights that each elected director or supervisor can obtain shall not be lower than one-half of the total number of voting shares held by shareholders attending the shareholders’ general meeting. Where candidates have the same number of votes with vacancies in the number of candidates to be elected, additional election rounds using cumulative voting system shall be held with regard to candidates with the same votes until the vacancies are filled.

If the number of successfully elected directors or supervisors is less than the number of directors or supervisors to be elected, but the number of successfully elected directors or supervisors exceeds two-thirds (including two-thirds) of the number of members of the Board of Directors and the Board of Supervisors specified in the Articles of Association of the Bank, then vacant directors or supervisors shall be elected additionally at the next shareholders’ general meeting.

– V-7 – APPENDIX V AMENDMENTS TO THE PROCEDURES OF GENERAL MEETINGS

Original Rules Amended Rules If the number of successfully elected directors and supervisors is less than the number of directors and supervisors to be elected, and does not meet the minimum required by the Bank’s Articles of Association or laws and regulations, a shareholders’ general meeting should be convened again within two months after the end of the current shareholders’ general meeting for the election of vacant directors and supervisors. At this time, existing directors and supervisors shall not resign, and the election results of the successfully elected directors and supervisors shall remain valid, but their term of office shall be postponed until the vacant directors and supervisors are elected and take office together.

Note: As a result of deletion of clauses, the numbering of the clauses of the rules of procedure of the shareholders’ general meeting and the numbering of the cross-referenced clauses are changed accordingly.

The English version of the rules of procedure of the shareholder’s general meeting is not an official translation of the Chinese version. In case of any discrepancies between the Chinese version and the English version, the Chinese version prevails.

– V-8 – APPENDIX VI SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF PROCEEDS RAISED IN 2020

I. OVERVIEW OF PROCEEDS

1. Actual amount and receipt of proceeds

According to the Approval on the Non-public A Share Issuance Plan of the Bank of Zhengzhou and Shareholder Qualification of Zhengzhou Investment Holdings Co., Ltd. (Yu Yin Bao Jian Fu [2019] No. 976) issued by Henan Office of the China Banking and Insurance Regulatory Commission (the “CBIRC”) and the Approval on the Proposed Non-public A Share Issuance of the Bank of Zhengzhou Co., Ltd. (Zheng Jian Xu Ke [2020] No. 1485) issued by China Securities Regulatory Commission (the “CSRC”), the Bank of Zhengzhou Co., Ltd. (the “Bank” or “we”) issued 1,000,000,000 RMB-denominated ordinary shares (A Shares) of RMB1.00 each through a non-public offering in November 2020, at an issue price of RMB4.64 per share, raising total proceeds of RMB4,640,000,000.00. After deducting sponsorship and underwriting fees of RMB4,884,000.00 (inclusive of value-added tax), the actual proceed of RMB4,635,116,000.00 was remitted into the designated account of the Bank with the business department of the Bank of Zhengzhou Co., Ltd. on November 11, 2020 (account number: 15601123012011189500013). After further deducting RMB2,674,340.00 of other issuance expenses related to the proceeds (exclusive of value-added tax), the net proceeds were RMB4,632,441,660.00.

The above proceeds have been verified by KPMG Huazhen LLP, and a capital verification report (KPMG Huazhen Yan Zi No. 2000862) has been issued.

2. Use of proceeds

As at December 31, 2020, all proceeds from the issuance after deducting the issuance expenses had been used to replenish the Bank’s capital, and hence all the proceeds were used up.

II. DEPOSIT AND MANAGEMENT OF PROCEEDS

1. Management of proceeds

In order to regulate the management and use of proceeds and protect interests of investors, the Bank has formulated the Management Rules on Proceeds of the Bank of Zhengzhou Co., Ltd. (the “Management Rules”) in accordance with provisions and requirements of the Company Law, the Securities Law, the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange and other laws and regulations, with reference to actual conditions of the Bank. Pursuant to the Management Rules, the proceeds are deposited in the Bank’s dedicated account. The Bank opened a dedicated account for the proceeds (account number: 15601123012011189500013) with the business department of the Bank of Zhengzhou Co., Ltd., which is dedicated for deposit of proceeds from the non-public A Share issuance, and entered into the Escrow Agreement on Proceeds with its sponsor China Merchants Securities Co., Ltd. to define rights and obligations of the parties. The Bank has established an approval process for use of proceeds to facilitate management and use of proceeds, supervise their usage and ensure that the proceeds are earmarked for dedicated use.

– VI-1 – APPENDIX VI SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF PROCEEDS RAISED IN 2020

2. Deposit of proceeds in bank account

As at December 31, 2020, the proceeds were deposited in the following dedicated accounts:

Name of bank: Business department of the Bank of Zhengzhou Co., Ltd. Account name: Bank of Zhengzhou Co., Ltd. Bank account number: 15601123012011189500013 Deposit balance: 0

– VI-2 – III. ACTUAL USE OF PROCEEDS DURING THE YEAR AND DEPOSIT THE ON REPORT SPECIAL VI APPENDIX

1. Use by the projects financed by proceeds

As at December 31, 2020, proceeds from the non-public A Share issuance after deducting sponsorship and underwriting fees and other issuance expenses amounted to RMB4,632,441,660.00, which have been fully used to replenish core Tier-1 capital of the Bank. Details of use of proceeds are set out in the table of Comparison of Use of Proceeds below.

Comparison of Use of Proceeds Unit: RMB Amount of proceeds (Note 1) 4,632,441,660.00 Amount of proceeds used during the year 4,632,441,660.00 Total amount of proceeds involving change of use during the Nil reporting period Cumulative amount of proceeds used 4,632,441,660.00 Cumulative total amount of proceeds involving change of use Nil Proportion of cumulative total amount of proceeds involving change of use Nil

Project undertaken for Project involving Total amount of Total investment Invested amount Cumulative 2020 IN RAISED Progress PROCEEDS OF USE ACTUAL of Date of the project Results Cumulative Achieving its Any material investment and the use of change, including proceeds undertaken amount after during the invested amount investment as of reaching the achieved results achieved expected changes in the excess proceeds those partially for investment adjustment (1) reporting period as of the end of end of the period intended working during the as at the end of results feasibility of changed (if any) the period (2) (%) (3)=(2)/(1) condition reporting the reporting the project period period

Replenished capital Nil 4,632,441,660.00 4,632,441,660.00 4,632,441,660.00 4,632,441,660.00 100% N/A N/A N/A N/A No Reason for not meeting the schedule (by specific project) Nil Explanation on material changes in the feasibility of the project Nil

I3– VI-3 – Amount and use of the excess proceeds and progress of use Nil Change in the place for applying the proceeds Nil Adjustment to the way of applying the proceeds Nil Application and replacement of the proceeds in the initial stage Nil Application of idle proceeds for temporary replenishment of Nil working capital Amount of positive balance of proceeds upon commencement of the The Bank’s proceeds were used up and there were no remaining proceeds for investment projects funded by proceeds project and the relevant reason Whereabouts of unused proceeds The Bank’s proceeds were used up and there were no unused proceeds Issues or other matters regarding the use and disclosure of proceeds Nil

Note 1: The amount of proceeds represented the net proceeds after deducting sponsor and underwriting fees and other issuance expenses. Note 2: The proceeds were fully used to replenish the Bank’s core tier-one capital. As the proceeds used for funding investment projects included the Bank’s own capital and proceeds, it was unable to gauge the results achieved by the proceeds as at December 31, 2020 independently. APPENDIX VI SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF PROCEEDS RAISED IN 2020

2. There is no change in implementation place and implementation method for our projects financed by proceeds.

3. No proceeds were used to replace any self-owned capital already invested in the projects to be financed by proceeds.

4. No idle proceeds were used to replenish working capital on a temporary basis.

5. As at December 31, 2020, all proceeds raised by the Bank were used up, and there was no surplus of proceeds from the projects financed by proceeds.

6. The Bank has no excess proceeds.

7. As at December 31, 2020, the Bank had no unused proceeds.

8. The Bank has no other circumstance for use of proceeds.

IV. CHANGE IN USE OF PROCEEDS

During the reporting period, there was no change in use of proceeds, and the projects financed by proceeds were not involved in any disposal or asset swap with external parties.

During the reporting period, none of the proceeds were pre-invested or replaced.

V. PROBLEMS IN USE OF PROCEEDS AND RELATED DISCLOSURE

The Bank has been in strict compliance with the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange, Regulatory Guideline No. 2 on Listed Companies – Regulatory Requirements on Management and Use of Proceeds of Listed Companies, the Guidelines on Standard Operation of Listed Companies on the Shenzhen Stock Exchange (2020 revised) and the Management Rules on Proceeds of the Bank of Zhengzhou Co., Ltd. in deposit and use of proceeds, and disclosed use of proceeds in a timely, truthful, accurate and complete manner. During the reporting period, there were no irregularities in use and management of proceeds.

This special report has been assured by KPMG Huazhen LLP, which issued an assurance report in respect thereof and considered that this special report has been prepared in accordance with relevant requirements and truthfully reflected the deposit and actual use of the Bank’s proceeds for 2020 in all material aspects.

– VI-4 – APPENDIX VII BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES OF THE SEVENTH SESSION OF THE BOARD OF DIRECTORS

EXECUTIVE DIRECTORS

The biographical details of the executive Director candidates are as follows:

Mr. WANG Tianyu, aged 55, has served as a Director of the Bank since December 2005 and the chairman of the Bank since March 2011, being primarily responsible for the overall operations and strategic management of the Bank.

Mr. WANG has over 28 years of experience in banking business operations and management. He joined the Bank in August 1996 and had successively served as the president of the Jingwu Road sub-branch and vice president and president of the Bank from August 1996 to December 2011. From May 2012 to April 2021, Mr. WANG was the chairman of Zhongmu Zhengyin County Bank Co., Ltd., a subsidiary of the Bank. Prior to joining the Bank, Mr. WANG had served as deputy manager and manager of the financial department of China Staff Travel Agency (中國職工旅行社) and Longxiang Hotel (龍祥賓館) from July 1988 to November 1992, and served as deputy director of Henan Province Yugong Urban Credit Cooperatives (河南省豫工城市信用社) from November 1992 to August 1996. In addition, Mr. WANG has been a member of the 12th People’s Congress of Henan Province since January 2013 and was awarded the title of National Model Worker in April 2015. He was elected as a deputy to the 13th National People’s Congress in January 2018.

Mr. WANG graduated from the Henan Institute of Finance and Economics (河南財經學院) (Henan, China) in June 1988, majoring in finance, and obtained a bachelor’s degree in economics. He obtained a master’s degree in business administration from the National University of Singapore (Singapore) in June 2006, a master’s degree in executive business administration from Tsinghua University (Beijing, China) in January 2015 and a doctoral degree in economics from Huazhong University of Science and Technology (Hubei, China) in December 2018. He has been a senior accountant accredited by the People’s Government of Henan Province since December 1998.

Mr. SHEN Xueqing, aged 55, has served as an executive Director of the Bank since July 2012 and the president of the Bank since April 2012. He is primarily responsible for the daily operations and management of the Bank.

Mr. SHEN has nearly 25 years of experience in banking business operations and management. He joined the Bank in December 2011. Prior to joining the Bank, he held a number of positions in Guangdong Development Bank Co., Ltd. (廣東發展銀行股份有限公司) (currently known as China Guangfa Bank Co., Ltd., 廣發銀行股份有限公司) from June 1996 to November 2011. He had served successively as deputy manager and manager of general office, director of operations department and assistant to sub-branch president of the Huayuan Road sub-branch of the Zhengzhou branch from June 1996 to October 2000, assistant to sub-branch president, vice president and president of Dongming Road sub-branch of the Zhengzhou branch from October 2000 to July 2004, general manager of general office and general manager of No. 3 corporate banking department of Zhengzhou branch from July 2004 to April 2006, president of

– VII-1 – APPENDIX VII BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES OF THE SEVENTH SESSION OF THE BOARD OF DIRECTORS

Anyang sub-branch from April 2006 to September 2009, and vice president of Changsha branch from October 2009 to November 2011. Prior to that, he had worked at the Financial and Trade Commission of Pingdingshan City, Henan Province (河南省平頂山市財政貿易委員會) and successively served as staff member, deputy chief and deputy director of the general office from September 1990 to June 1996.

Mr. SHEN graduated from Henan Institute of Finance and Economics (河南財經學院) (Henan, China) in June 1990, majoring in finance, and obtained a bachelor’s degree in economics. He obtained a master’s degree in executive business administration from Xi’an Jiaotong University (Shaanxi, China) in December 2008, and a master’s degree in executive business administration from Tsinghua University (Beijing, China) in July 2015. He has been a senior economist accredited by the People’s Government of Henan Province since December 2005.

Mr. XIA Hua, aged 53, has served as an executive Director and vice chairman of the Bank since July 2020. He is primarily responsible for the affairs of the internal audit office of the Board, and assists Mr. WANG Tianyu to manage the office of the Board, the remuneration and assessment office of the Board and the strategic development department of the Board. In addition, he has served as the chairman of Henan Jiuding Financial Leasing Co., Ltd., a subsidiary of the Bank, since December 2019.

Mr. XIA has nearly 31 years of experience in the banking industry. He joined the Bank in December 2011 and served as vice president of the Bank from February 2012 to July 2020. Prior to joining the Bank, he had successively served in the former CBRC Henan Office as a principal staff member and deputy chief of the state-owned banking regulatory No. 1 department, deputy chief and regulatory researcher of the city commercial banks regulatory department from September 2003 to December 2011. He had successively served as vice president of the PBoC sub-branch in Yichuan County, deputy principal staff member and principal staff member of the rural cooperative finance management department of the Henan office, principal staff member of the cooperation department of the Zhengzhou regulatory office of the Jinan office, principal staff member of the regulatory department of the Agricultural Bank of China from August 1996 to September 2003, and staff member of the foreign exchange department of PBoC Luoyang Office from July 1990 to July 1996.

Mr. XIA graduated from the Beijing Agricultural Engineering University (北京農業工程大學) (Beijing, China) in July 1990, majoring in applied electronic technology, with a bachelor’s degree in engineering, and obtained from the China Europe International Business School (中歐國際工商管理學院) (Shanghai, China) a master’s degree in executive business administration in October 2015. He has been an economist accredited by the Ministry of Personnel of the PRC since June 1995.

– VII-2 – APPENDIX VII BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES OF THE SEVENTH SESSION OF THE BOARD OF DIRECTORS

NON-EXECUTIVE DIRECTORS

The biographical details of the non-executive Director candidates are as follows:

Ms. WANG Dan, aged 43, has been working at Zhengzhou Zhongrongchuang Industrial Investment Co., Ltd. (鄭州市中融創產業投資有限公司) since May 2021. She served as a member of the budget section of the finance bureau of Beiguan District, Anyang City from December 1999 to November 2006, successively as a member and deputy director of the Zhengzhou Government Procurement Center of Zhengzhou Finance Bureau from November 2006 to September 2016, and a director of the fund management division of the Zhengzhou Investment and Financing Decision Management Committee Office (Zhengzhou Investment and Financing Decision Service Center) from October 2016 to April 2021.

Ms. WANG graduated from Henan Institute of Finance and Economics (河南財經學院) (Henan, China) in July 1999, majoring in accounting, and obtained a bachelor’s degree in accounting from Henan Institute of Science and Technology (河南科技學院) (Henan, China) in January 2011. She has been an intermediate accountant accredited by the Ministry of Finance of the PRC since May 2005.

Mr. LIU Bingheng, aged 51, has been serving as the director of the financial operation center of Zhengzhou Investment Holdings Co., Ltd. (鄭州投資控股有限公司) since October 2015. In addition, he served as the deputy section chief and section chief of the finance department and deputy secretary of the Youth League Committee of Zhengzhou Watch Factory (鄭州手錶廠) from August 1988 to May 1999, as the manager of the finance department of the Import and Export Company of Zhengzhou Baiwen Co., Ltd. (鄭州百文股份公司進出口公司) from May 1999 to March 2000, as deputy general manager and chief financial officer of Henan Baihe International Highway Technology Co., Ltd. (河南百和國際公路科技有限公司) from March 2000 to May 2012, and as the chief financial officer of China Electronics Technology Information Industry Co., Ltd. (中電科信息產業有限公司) from May 2012 to September 2015.

Mr. LIU graduated from Zhengzhou University of Light Industry (鄭州輕工業學院) (Henan, China) in July 1988 majoring in financial accounting. He has been an accountant accredited by the Ministry of Finance of the PRC since October 1994.

– VII-3 – APPENDIX VII BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES OF THE SEVENTH SESSION OF THE BOARD OF DIRECTORS

Mr. SU Xiaojun, aged 48, has served as an executive director of Bridge Trust Co., Ltd. (百瑞信托有限責任公司) since April 2018, a general manager and a deputy Party secretary of the said company since December 2018 and the chairman of Bridge (Beijing) Wealth Management Co., Ltd (百瑞(北京)財富管理有限公司) since November 2020. Prior to that, he joined Bridge Trust Co., Ltd. (百瑞信托有限責任公司) in March 2008, and served as a deputy general manager, general manager and business director of its trust business division II from March 2008 to July 2012, the vice president from July 2012 to February 2018 (assuming the role of an alternate president from December 2017 to February 2018), the president from February 2018 to December 2018 and the deputy secretary of the Party branch from January 2018 to December 2018. Before that, Mr. SU served as a cashier, accountant, accountant in charge of the business department, accountant in charge of the audit department, manager assistant of the trust department, financial supervisor of the Beijing management headquarter, business director and business manager of the trust business department of Zhengzhou Trust Investment Company (鄭州信託投資公司) from February 1996 to March 2008.

Mr. SU graduated from Zhengzhou Institute of Food Science (鄭州糧食學院) (currently known as the Henan University of Technology (河南工業大學)) (Henan, China) in July 1995, majoring in financial accounting, and graduated from Party School of the Central Committee of the Communist Party of China (Beijing, China) in December 2001, majoring in economic management (correspondence education). He obtained a master’s degree in executive business administration from Xi’an Jiaotong University in December 2011 and a master’s degree in executive business administration from PBC School of Finance, Tsinghua University in January 2020.

Mr. JI Hongjun, aged 57, has served as a non-executive Director of the Bank since July 2012. He has successively served as deputy general manager and vice president of Zhongyuan Trust Co., Ltd. (中原信託有限公司) since December 2003, director of Great Wall Fund Management Co., Ltd. (長城基金管理有限公司) since December 2008 and director of Henan Asset Management Company Limited (河南資產管理有限公司) since August 2017. In addition, he had served as a cadre of the finance and trade department of the Henan Province Planning Commission from July 1984 to December 1984, a staff member of the financial department, staff member, deputy chief staff member and chief staff member of the foreign finance department of Henan Province Planning Economy Commission from December 1984 to December 1994, principal staff member of the foreign economy department, deputy chief of the senior officer department, deputy chief of the fixed asset investment department of the Henan Province Planning Commission from December 1994 to August 2000, deputy chief of the finance department of the Henan Province Development and Planning Commission (河南省發展計劃委員會) from August 2000 to November 2003 (serving as deputy chief of the No. 1 credit loan section of the Henan Branch of the China Development Bank (國家開發銀行河南省分行) from September 2002 to September 2003), and a non-executive director of Bank of China Travel Services Jiaozuo Co., Ltd. (焦作中旅銀行股份有限公司) from November 2012 to May 2016.

– VII-4 – APPENDIX VII BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES OF THE SEVENTH SESSION OF THE BOARD OF DIRECTORS

Mr. JI graduated from the CCP Henan Provincial Committee Party School (中共河南省委黨校) (Henan, China) in July 1994, majoring in economics (evening college). He obtained a completion certificate of the post-graduate course for further studies in finance (金融學專業研究生課程進修班) from the Business School of Wuhan University (Hubei, China) in June 2004 and an MBA degree from the Asia International Open University (Macau) (Macau, China) in November 2010. He has been a financial planner accredited by the Beijing Finance Training Centre (北京金融培訓中心) since October 2007.

Mr. WANG Shihao, aged 71, has served as a non-executive Director of the Bank since July 2018. He has served as a part-time professor of the Shanghai National Accounting Institute since July 2010, a part-time professor of the Overseas Education College of Shanghai Jiao Tong University since January 2011, a part-time professor of the College of Business of Shanghai University of Finance and Economics since May 2013, an independent director of Bank of Lanzhou Co., Ltd. since June 2016, and an independent director of Shanghai Shinovation Capital Corporation Co., Ltd. (上海城創投資管理股份有限公司) since January 2019. In addition, he served as director and legal representative of Shanghai City Credit Cooperatives (上海市城市信用合作社聯社) from February 1991 to December 1995, executive director and vice president of Shanghai City Cooperation Commercial Bank (上海城市合作商業銀行) (currently known as Bank of Shanghai) from December 1995 to May 2010, the director-general and legal representative of the Funds Clearing Centre for City Commercial Banks from July 2002 to August 2013, special expert for decision consulting of the Shanghai People’s Government (上海市人民政府決策諮詢特聘專家) from March 2008 to February 2010 and from December 2010 to November 2012, an independent director of Huishang Bank Corporation Limited (listed on the Hong Kong Stock Exchange, stock code 03698) from October 2011 to November 2018, independent non-executive Director of the Bank from July 2012 to June 2018 and a visiting professor (Year 2012-2014) of the School of Economics of Fudan University from June 2012 to December 2014.

Mr. WANG graduated from Fudan University (Shanghai, China) in July 1984, majoring in financial management cadre. He completed a master’s course in executive business administration jointly organized by the Shanghai National Accounting Institute (Shanghai, China) and the Arizona State University (U.S.) in June 2005, and obtained an MBA degree from the Arizona State University (U.S.). He has been a senior economist accredited by the PBoC since July 1993.

INDEPENDENT NON-EXECUTIVE DIRECTORS

The biographical details of the independent non-executive Director candidates are as follows:

Ms. LI Yanyan, aged 53, has served as an independent non-executive Director of the Bank since July 2018. She has served as a professor of Zhengzhou University since May 2008, and director and editor-in-chief of the school newspaper editorial department of Zhengzhou University since January 2015. Prior to this, she served as a teacher in the social science

– VII-5 – APPENDIX VII BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES OF THE SEVENTH SESSION OF THE BOARD OF DIRECTORS department of Xinxiang Medical College (新鄉醫學院) from July 1990 to August 1994, a teacher in the College of Economics of Henan University from June 1997 to May 2001 and a teacher and deputy dean of the Business School of Zhengzhou University from May 2001 to January 2015.

Ms. LI obtained a bachelor’s degree in history from Henan University (Henan, China) in July 1990, a master’s degree in economics from Fudan University (Shanghai, China) in June 1997 and a doctorate degree in economics from Nanjing University (Jiangsu, China) in June 2007. She carried out her post-doctoral research work at Chinese Academy of Social Sciences (Beijing, China) from October 2007 to April 2010. She has held the title of professor accredited by the People’s Government of Henan Province since May 2008.

Mr. LI Xiaojian, aged 66, has served as an external supervisor of Zhongyuan Bank Co., Ltd. (listed on the Hong Kong Stock Exchange, stock code: 01216) since December 2014, the principal of Henan University of Economics and Law from September 2010 to September 2015, the principal of Henan College of Finance from October 2003 to September 2010, the vice principal of Henan University from September 2001 to October 2003 and the dean of the school of environment and planning of Henan University from April 1994 to September 2001.

Mr. LI graduated from Henan Normal University (河南師範大學) (Henan, China) in January 1982 with a bachelor of science degree. He obtained a doctor’s degree in economics from Nankai University (南開大學) (Tianjin, China) in June 1990 and completed a doctorate program at Australian National University in March 1990. Mr. LI was a professor accredited by Henan Government in November 1993. Mr. LI was granted the special allowance from the State Council in 1997, accredited as a National Young and Middle-aged Expert with Outstanding Contributions (國家有突出貢獻中青年專家) in 1998 and granted the title of “Accomplished Entrepreneurs among the New Generation of Overseas Chinese (新橋成功創業人士)” by All-China Federation of Returned Overseas Chinese (中華全國歸國華僑聯合會)in 2003.

Mr. SONG Ke, aged 39, has served as an external Supervisor of the Bank from May 2017 to the end of the sixth session of the Board of Supervisors. He has served as a lecturer in the Faculty of Monetary Finance of the School of Finance of Renmin University of China (中國人民大學財政金融學院貨幣金融系) since September 2015, deputy Party secretary of the School of Finance of Renmin University of China (中國人民大學財政金融學院) since April 2019, a council director and deputy director of the International Monetary Institute of Renmin University of China (中國人民大學國際貨幣研究所) since January 2014 and an independent non-executive director of Bank of Guizhou Co., Ltd. (貴州銀行股份有限公司) (listed on the Hong Kong Stock Exchange, stock code: 06199) since August 2018. Mr. SONG served as league secretary general of the School of Finance of Renmin University of China (中國人民大學財政金融學院) from July 2004 to September 2009 and a post-doctoral researcher of the School of Statistics of Renmin University of China from July 2012 to July 2015. He was appointed as deputy commissioner of the Banking Commission of the Guizhou People’s Government Finance Office (貴州省政府金融辦銀行處) from November 2012 to December

– VII-6 – APPENDIX VII BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES OF THE SEVENTH SESSION OF THE BOARD OF DIRECTORS

2013. He served as an independent non-executive director of Zhejiang YongAn Rongtong Holdings Co., Ltd. (浙江永安融通控股股份有限公司) (listed on the Hong Kong Stock Exchange, stock code: 08211) from December 2017 to September 2020.

Mr. SONG graduated from the School of Finance of Renmin University of China (Beijing, China) in July 2004, majoring in finance, with a bachelor’s degree in economics. He continued his master’s and doctoral studies at the School of Finance of Renmin University of China (Beijing, China) from September 2006 to July 2012, obtaining a doctoral degree in economics.

Ms. LI Shuk Yin, aged 58, has been serving as an independent non-executive director of China CITIC Bank International Limited since September 2018, a director of Elite Beam Limited since February 2017, and a director of Community Business Limited since April 2021. From September 1986 to June 1994, she served successively in PricewaterhouseCoopers (London, UK) and obtained the chartered accountant qualification, as a financial manager in Haseko UK Limited (長谷工英國有限公司) and the group financial manager in The Summit Group PLC. Ms LI served in KPMG from July 1994 and held her last position as the partner in charge of audit of the China financial services business of KPMG before she retired in March 2018. In addition, Ms. LI served as the senior consultant of Well Link Bank in Macau from May 2019 to January 2020.

Ms. LI graduated from University of Exeter (UK) in July 1986, majoring in accounting, and obtained a bachelor’s degree in accounting (with honours). She obtained a postgraduate diploma in enterprise risk management from HKU School of Professional and Continuing Education in June 2020. She has been a fellow of the Institute of Chartered Accountants in England and Wales since September 2000 and a fellow of the Hong Kong Institute of Certified Public Accountants since December 2002.

– VII-7 – APPENDIX VIII BIOGRAPHICAL DETAILS OF SUPERVISOR CANDIDATES OF THE SEVENTH SESSION OF THE BOARD OF SUPERVISORS

SHAREHOLDER REPRESENTATIVE SUPERVISORS

The biographical details of the Shareholder representative Supervisor candidate are as follows:

Mr. ZHU Zhihui, aged 51, has served as a Shareholder Supervisor of the Bank since June 2015. He has served as the chairman of Henan Guoyuan Trade Co., Ltd. (河南國原貿易有限公司) since December 2005, the chairman of Zhengzhou Huida Real Estate Development Co., Ltd. (鄭州暉達房地產開發有限公司) since November 2011, the chairman of Henan Huida Jiarui Property Co., Ltd. (河南暉達嘉睿置業有限公司) since March 2013, and the chairman of Huida Holdings Limited (暉達控股有限公司) since January 2015. Previously, he served as deputy general manager of Henan Province Light Industry Economic Technology Import and Export Co., Ltd. (河南省輕工經濟技術進出口公司) from June 1987 to March 1993, and the general manager of Zhengzhou Huida Real Estate Development Co., Ltd. (鄭州暉達房地產開發有限公司) from March 1993 to November 2011, and the chairman of Zhengzhou Huida Industry (Group) Co., Ltd. (鄭州暉達實業(集團)有限公司) from May 1998 to December 2014.

Mr. ZHU graduated from CCP Henan Provincial Committee Party School (中共河南省委黨校) (Henan, China) in December 1996, majoring in economic management (correspondence education), and obtained a completion certificate in business strategy advanced program (經營方略高級研修班) from Peking University (Beijing, China) in April 2010.

EXTERNAL SUPERVISORS

The biographical details of the external Supervisor candidates are as follows:

Mr. MA Baojun, aged 58, has been serving as an external Supervisor of the Bank from January 2018. He has served as the chairman of Henan Songshan Technology and Innovation Fund Management Co., Ltd. (河南嵩山科技創新基金管理有限公司) since December 2016, a supervisor of Zhaoqing Baoxin Investment Company Limited (肇慶市寶鑫投資有限公司) since June 2010, a director of Tak Yau Limited since June 2017 and a director of Central China Innovation (Henan) Industrial Research Institute Co., Ltd. (中原創新(河南)產業研究院有限公司) since July 2020. He served as a staff member of the industry department of Zhengzhou Finance Bureau from August 1986 to November 1988, a staff member of the Zhengzhou Finance Bureau office from November 1988 to March 1992, deputy director of the Zhengzhou Finance Bureau office from March 1992 to November 1993, deputy general manager of Zhengzhou Trust Investment Company (鄭州信託投資公司) from November 1993 to October 1995, the general manager of Zhengzhou Trust Investment Company (鄭州信託投資公司) from October 1995 to May 2002, the chairman of Bridge Trust Investment Company Limited (百瑞信託投資有限責任公司) from May 2002 to April 2011, a member of the Party Committee of SPIC Capital Holding Co., Ltd. (國家電投資本控股有限公司) from April 2011 to August 2016, the chairman of Bridge Trust Co., Ltd. (百瑞信託有限責任公司) from April 2011 to December 2016, the chairman of Central China Airport Industry Fund Management Co., Ltd. (中原航空港產業投資基金管理有限公司) from January 2015 to March 2018, the chairman of Henan

– VIII-1 – APPENDIX VIII BIOGRAPHICAL DETAILS OF SUPERVISOR CANDIDATES OF THE SEVENTH SESSION OF THE BOARD OF SUPERVISORS

Jianye Holdings Development Co., Ltd. (河南建業控股發展有限公司) from December 2016 to July 2018 and a director of Henan Houpu Jianye Fund Management Co., Ltd. (河南厚樸建業基金管理有限公司) from August 2017 to January 2019.

Mr. MA graduated from South-Central University for Nationalities (中南民族學院) (Hubei, China) in July 1986, majoring in Chinese language and literature, and obtained a bachelor’s degree in arts. In June 2005, Mr. MA graduated from the National University of Singapore (Singapore) and obtained a master’s degree in business administration. He has been a senior economist accredited by the People’s Government of Henan Province since April 1994.

Mr. XU Changsheng, aged 57, has been teaching in Huazhong University of Science and Technology since July 1987, serving as a professor since September 1997 . Mr. XU has been serving as a committee member of China Foreign Economics Research Association (中華外國經濟學研究會) since January 1995 and concurrently as the vice president of Economy Development Society (發展經濟學分會) since September 2007, a director of China Association of Productivity Science (中國生產力學會) since January 1998, and a director of the China Institute of Private Sector (中國民營經濟研究會) since January 2014. He served as the dean of the Huazhong University of Science and Technology School of Economics from January 2000 to January 2015.

Mr. XU graduated from Nanjing University (Jiangsu, China) in July 1984, majoring in political economics and obtained a bachelor’s degree in economics, and graduated from Wuhan University (Hubei, China) in July 1987, majoring in western economics and obtained a master’s degree in economics from Wuhan University (Hubei, China). He subsequently obtained a doctor’s degree in economics from Wuhan University (Hubei, China) in July 1992.

– VIII-2 – APPENDIX IX AMENDMENTS TO THE ADMINISTRATIVE MEASURES ON REMUNERATION AND PERFORMANCE OF DIRECTORS AND SUPERVISORS AT GOVERNANCE LEVEL

ADMINISTRATIVE MEASURES ON REMUNERATION AND PERFORMANCE OF DIRECTORS AND SUPERVISORS AT GOVERNANCE LEVEL OF BANK OF ZHENGZHOU CO., LTD.

SECTION 1 GENERAL PROVISIONS

Article 1 Objectives

In order to establish a scientific and reasonable incentive and restraint mechanism, raise the enthusiasm and creativity of directors and supervisors at governance level and ensure the quality development of the Bank of Zhengzhou Co., Ltd.* (herein after referred to as the “Bank”), these Measures are hereby formulated in accordance with the relevant regulations of the China Banking and Insurance Regulatory Commission by taking into consideration the actual circumstances and general requirements on remuneration and performance management of the Bank.

Article 2 Application Scope

These Measures apply to the Bank’s directors and supervisors at governance level, except for municipal government officials.

The remuneration standards or measures of non-executive directors (including independent non-executive directors) and other supervisors (including employee supervisors) of the Bank are separately formulated by the Board of Directors and the Board of Supervisors and implemented after submission to the general meeting for consideration and approval.

The administrative measures on the remuneration of other senior management of the Bank are separately formulated by the Board of Directors.

Article 3 General Principles

(I) Principle of complying with regulation: comply with the Company Law and regulatory requirements, and adapt to the current operational status and strategic development requirements of the Bank.

(II) Principle of being market oriented: determine the level of remuneration based on the market positioning of the Bank and the remuneration situation in the finance industry, while striking a balance between market competitiveness and overall remuneration levels of the Bank.

– IX-1 – APPENDIX IX AMENDMENTS TO THE ADMINISTRATIVE MEASURES ON REMUNERATION AND PERFORMANCE OF DIRECTORS AND SUPERVISORS AT GOVERNANCE LEVEL

(III) Principle of paying equal attention to incentives and restraints: integrate incentives and restraints, remuneration is commensurate with risks and obligations and linked to performance and long-term risks to facilitate the fairness and transparency of remuneration allocation.

(IV) Principle of combining long term with short term payment: adopt several remuneration methods with both long-term and short-term payment periods. Remuneration is mainly paid in cash at the current stage and will also be paid by way of non-cash in the future.

SECTION 2 REMUNERATION MANAGEMENT

Article 4 Composition of Remuneration

The remuneration of directors and supervisors at governance level comprises four parts: basic remuneration, performance-related remuneration, incentive remuneration and benefits.

(I) Basic Remuneration

Basic remuneration refers to cash remuneration paid according to the established standards based on job nature and positions.

(II) Performance-related Remuneration

Performance-related remuneration refers to cash rewards linked to performance and performance assessment results.

(III) Incentive Remuneration

Incentive remuneration refers to incentive rewards linked to the outstanding performance, special contribution and medium and long-term performance of directors and supervisors at governance level. Incentive remuneration comprises performance-based awards, special awards, and medium and long-term incentives.

(IV) Benefits

Benefits refer to support and care provided to directors and supervisors at governance level of the Bank, which include fixed allowances, statutory social insurance, housing provident funds, enterprise annuity, supplementary medical insurance and other statutory benefits.

– IX-2 – APPENDIX IX AMENDMENTS TO THE ADMINISTRATIVE MEASURES ON REMUNERATION AND PERFORMANCE OF DIRECTORS AND SUPERVISORS AT GOVERNANCE LEVEL

Article 5 Basic Remuneration

(I) Standards for Basic Remuneration

Standards for basic remuneration are determined in accordance with factors including the performance of the Bank, the level of remuneration in the industry and the level of remuneration of employees of the Bank.

Basic remuneration of directors and supervisors at governance level is determined in accordance with their positions, responsibilities, risks and contributions, etc., within the range of 50%-100% of the basic remuneration standards, and the basic remuneration of directors and supervisors at governance level does not normally exceed 35% of the total sum of his/her remuneration.

(II) Payment of Basic Remuneration

Basic remuneration is fully paid in cash on the payroll date of the Bank on a monthly basis. If the basic remuneration standards for the current year have not been determined yet, the basic remuneration for that year will be prepaid in accordance with the basic remuneration standards for the previous year, subject to subsequent adjustment after determination.

Article 6 Performance-related Remuneration

(I) Standards for Performance-related Remuneration

The proportion of the targeted performance-related remuneration to the basic remuneration is 65:35 and the specific standards are determined in accordance with the performance assessment results. However, the total amount of targeted performance-related remuneration must not exceed 3 times of the basic remuneration.

(II) Determination of Performance-related Remuneration

Annual performance-related remuneration is determined in accordance with the targeted performance-related remuneration and performance assessment coefficient, using the following formula:

Annual performance-related remuneration = targeted performance-related remuneration × performance assessment coefficient

For determination of the performance assessment coefficients, please refer to Article 16 of these Measures.

– IX-3 – APPENDIX IX AMENDMENTS TO THE ADMINISTRATIVE MEASURES ON REMUNERATION AND PERFORMANCE OF DIRECTORS AND SUPERVISORS AT GOVERNANCE LEVEL

(III) Immediate payment of Performance-related Remuneration

50% of the annual performance-related remuneration of directors and supervisors at governance level (including performance-based awards) should be paid on immediate payment terms on a monthly basis, which will be subject to adjustment based on assessment results following the completion of the audit of the annual report.

(IV) Deferred Payment of Performance-related Remuneration

50% of the annual performance-related remuneration for directors and supervisors at governance level (including performance-based awards) should be paid on deferred payment terms. The deferred payment portion should be paid from the following year on a proportional basis over three years, and the specific payment proportions are as follows:

Standards for paying deferred payment

The first year The second year The third year 33% 33% 34%

(V) Deferred Payment of Remuneration

Deferred payment of performance-related remuneration (including performance-based awards) is linked to five risk management and compliance management assessment indicators: non-performing loan ratio, capital adequacy ratio, leverage ratio, provision coverage ratio and absence of annual major events, with meeting of the criteria as conditions for deferred payment of remuneration, as follows:

1. Target values are set for non-performing loan ratio, capital adequacy ratio, leverage ratio and provision coverage ratio to determine the adjustment to and withholding of deferred remuneration. In case of failure to meet these four indicators, a certain percentage of the deferred remuneration will be withheld, and the deferred remuneration withheld will not be paid.

① When the non-performing loan rate exceeds the target value (representing 1.2 times the average non-performing loan rate of local commercial banks) requirement, 5% of the deferred remuneration payable for the year will be withheld for every extra 0.1% in the actual exceeding part, with a withholding limit of 25%;

② When the capital adequacy ratio indicator is lower than the target value, 5% of the deferred remuneration payable for the year will be withheld for every extra 0.5% in the actual shortfall part, with a withholding limit of 25%;

– IX-4 – APPENDIX IX AMENDMENTS TO THE ADMINISTRATIVE MEASURES ON REMUNERATION AND PERFORMANCE OF DIRECTORS AND SUPERVISORS AT GOVERNANCE LEVEL

③ When the leverage ratio indicator is lower than the target value, 5% of the deferred remuneration payable for the year will be withheld for every extra 0.2% in the actual shortfall part, with a withholding limit of 25%;

④ When the provision coverage ratio indicator is lower than the target value, 5% of the deferred remuneration payable for the year will be withheld for every extra 1% in the actual shortfall part, with a withholding limit of 25%.

2. For serious failure to meet important regulatory indicators or deviation from a reasonable range, the performance-related remuneration (including deferred remuneration) and incentive remuneration can be withheld, recovered or deducted. For specific details, please refer to the relevant administrative measures of the Bank.

3. As negative indicators, occurrence of annual major events, breach of regulations and disciplinary offences determine the withholding, recovery and deduction of performance- related remuneration (including deferred remuneration) and incentive remuneration. For specific details, please refer to the relevant administrative measures of the Bank. For serious cases, the Party Committee and the Board of Directors will determine the specific withholding proportion, recovery amount and deduction amount on a case by case basis, based on severity of the case occurred and its adverse effects.

During the tenure of directors and supervisors at governance level subject to deferred payment of performance-related remuneration policy, their deferred performance-related remuneration payable for the year will be settled if no non-payment, recovery or deduction events are triggered.

Directors and supervisors at governance level subject to deferred payment of performance- related remuneration policy who are transferred to other positions not subject to deferred payment of performance-related remuneration requirements or who leave office or retire will be entitled to their deferred performance-related remuneration for the current and prior years when the deferred payment conditions have been met. Deferred performance-related remuneration payable for the current year will be settled using the departure audit report as a reference, and the remaining portion will be paid based on whether deferred payment conditions have been met during the deferred period.

– IX-5 – APPENDIX IX AMENDMENTS TO THE ADMINISTRATIVE MEASURES ON REMUNERATION AND PERFORMANCE OF DIRECTORS AND SUPERVISORS AT GOVERNANCE LEVEL

Article 7 Performance-based Awards

If the net profit indicator of the Bank for the year exceeds the target value set at the beginning of the year, excess profit bonus will be withdrawn based on increment of net profit over the target value and the withdrawal standard for total excess profit bonus will be separately determined.

Excess profit bonus will be included in the calculation of total performance-related remuneration for the year. Please refer Article 6 of these Measures for the specific payment method.

Article 8 Special Awards

The Bank can pay one-off special awards to individuals that have made outstanding contributions to achievement of the Bank’s core strategic objectives and management improvement and payment standards are determined based on annual performance assessment results and specific situations, which will be implemented after submission to the general meeting for consideration and approval.

Special cash awards will be included in the calculation of total performance-related remuneration for the year. Please refer Article 6 of these Measures for the specific payment method.

Article 9 Medium and Long-term Incentives

The Bank can introduce medium and long-term incentives scheme in due course according to its operations, changes in laws and regulations and policy environment and other factors, and the specific introduction time and incentive manner will be separately determined.

Article 10 Benefits

Benefit items include fixed allowances, statutory social insurance, housing provident funds, enterprise annuity, supplementary medical insurance and other statutory benefits.

Directors and supervisors at governance level should also be entitled to other welfare and benefits provided to employees by the Bank, which may be implemented based on standards set out in the current Administrative Measures on Remuneration Management of Bank of Zhengzhou or related regulations.

– IX-6 – APPENDIX IX AMENDMENTS TO THE ADMINISTRATIVE MEASURES ON REMUNERATION AND PERFORMANCE OF DIRECTORS AND SUPERVISORS AT GOVERNANCE LEVEL

SECTION 3 PERFORMANCE ASSESSMENT

Article 11 Performance Assessment Methods

The Bank conducts annual performance assessment on directors and supervisors at governance level, which includes bank-wide performance assessment, business line performance assessment and individual duty performance appraisal.

Article 12 Performance Assessment Authority

The performance assessment scheme for directors and supervisors at governance level is prepared by the Remuneration and Assessment Committee of the Board of Directors, in which the assessment scheme for the vice chairman and other executive directors will be implemented upon approval of the Board of Directors.

Performance assessment on directors and supervisors at governance level will be conducted by the Remuneration and Assessment Committee of the Board of Directors on behalf of the Board of Directors, where the performance assessment results for the vice chairman and other executive directors will be implemented upon approval of the Board of Directors.

Article 13 Bank-wide Performance Assessment

Bank-wide performance assessment is linked to the performance assessment on all directors and supervisors at governance level.

Bank-wide performance assessment indicators are set by the Remuneration and Assessment Committee of the Board of Directors and classified into five major types, namely operating efficiency, development transformation, risk management, compliance management and social responsibility.

The Board of Directors may enhance and adjust the Bank-wide performance assessment indicators annually based on the relevant requirements combined with actual management practices.

Article 14 Business Line Performance Assessment

Business line performance assessment indicators are set by the Remuneration and Assessment Committee of the Board of Directors based on the business lines managed or functions undertaken by directors and supervisors at governance level for the year.

– IX-7 – APPENDIX IX AMENDMENTS TO THE ADMINISTRATIVE MEASURES ON REMUNERATION AND PERFORMANCE OF DIRECTORS AND SUPERVISORS AT GOVERNANCE LEVEL

Article 15 Individual Duty Performance Appraisal

Individual duty performance appraisal is conducted by evaluating aspects including completion of tasks for the year, contributions to the Bank, undertaking business and non-business duties concurrently by a single post, values, personal growth and other tasks required by superior supervisors. The appraisal standards, general requirements and results, together with the corresponding duty performance appraisal results by the Board of Supervisors, are as follows (specific standards and requirements are determined by the appraisal scheme for the year):

Excellent Good Qualified To be improved Appraisal score [15, 10] [10, 5] [5, 0] [0, -15]

Corresponding duty performance Excellent Competent Basically Incompetent appraisal results by the Board competent of Supervisors General requirements Leading/assisting Proactive and Completing tasks Falling short of others to completing by meeting requirements of complete tasks tasks that meet basic the tasks of high quality relatively high requirements standards

Article 16 Individual Performance Assessment Coefficients

Individual performance assessment coefficients are linked to the individual’s performance assessment scores, where the performance assessment coefficients of the president are determined in accordance with the Bank-wide performance assessment score and individual duty performance appraisal score, and the performance assessment coefficients of other directors and supervisors at governance level are determined in accordance with the bank-wide performance assessment score, business line performance assessment score and individual duty performance appraisal score. The specific linked proportions are as follows:

Linked indicator and proportion Business Individual Bank-wide line duty performance performance performance Post of senior management assessment assessment appraisal

President 100% – ±15% Other directors and supervisors at governance level 30% 70% ±15%

– IX-8 – APPENDIX IX AMENDMENTS TO THE ADMINISTRATIVE MEASURES ON REMUNERATION AND PERFORMANCE OF DIRECTORS AND SUPERVISORS AT GOVERNANCE LEVEL

The individual performance assessment scores and the corresponding performance assessment coefficients are as follows:

Table of performance assessment score and the corresponding coefficient

Individual performance assessment scores <50 50 to below 130 130 or above Performance assessment coefficients 0 Score/100 1.3

SECTION 4 OTHER RELATED REGULATIONS

Article 17 Remuneration Adjustment Mechanism

(I) Competitive Remuneration Adjustment

The Bank can conduct market research on the remuneration data and performance comparison of directors (supervisors) at governance level every three years and make recommendations to the Board of Directors (Board of Supervisors) on adjusting the remuneration level of directors (supervisors) at governance level in accordance with the scale and market positioning of the Bank and changes in external market conditions. The adjustment amounts are subject to approval by the Board of Directors (Board of Supervisors) and the general meeting.

(II) Performance-based Remuneration Adjustment

The Bank can carry out annual performance-based remuneration adjustment for senior management in accordance with the overall performance, the performance assessment scores of directors and supervisors at governance level, local price level and remuneration changes in the industry. In principle, the proportion of annual performance-based remuneration adjustment for senior management should not exceed that of employees.

Article 18 Special Situations

(I) For incoming directors (supervisors) at governance level, their remuneration can be determined by reference to these Measures with certain adjustment. The specific remuneration after adjustment will be implemented upon consideration by the Board of Directors (Board of Supervisors) and approval by the general meeting.

(II) Newly joined directors and supervisors at governance level (or those promoted to this level) who have worked for the Bank for less than half a year in the year of performance assessment will not be assessed during the year, and the performance assessment coefficient is taken as 1.0.

– IX-9 – APPENDIX IX AMENDMENTS TO THE ADMINISTRATIVE MEASURES ON REMUNERATION AND PERFORMANCE OF DIRECTORS AND SUPERVISORS AT GOVERNANCE LEVEL

(III) For directors (supervisors) at governance level who have worked for the Bank for less than one year due to normal job transfer, retirement, expiration of term of office and other non-personal reasons, the performance assessment coefficient is taken as 1.0, or determined by reference to the overall performance appraisal coefficient of directors (supervisors) at governance level at the same rank or the opinions of the Board of Directors (Board of Supervisors). Annual bonus is calculated based on the actual number of months in office when paying the basic remuneration for the month of departure. For directors and supervisors at governance level who have worked for the Bank for less than one year due to personal reasons (including resignation and dismissal due to personal reasons), the Bank will not pay the unpaid portion and deferred portion of the performance-related remuneration.

Article 19 Other Provisions

(I) The remuneration of directors and supervisors at governance level represents remuneration before tax, and individual income tax will be withheld and paid by the Bank.

(II) The power of interpretation of these Measures is vested in the Board of Directors, and that of contents relating to the Board of Supervisors is vested in the Board of Supervisors.

(III) These Measures take effect from the date of approval by the general meeting, with retroactive effect from January 1 of the year of commencement.

Attachment I: Implementation Standards for Basic Remuneration and Targeted Performance-related Remuneration for Directors and Supervisors at Governance Level

Unit: RMB0’000

Targeted performance- Basic related Remuneration Position remuneration remuneration Total coefficient

President 88.7 164.8 253.7 1.00 Vice chairman 84.1 156.2 240.3 0.95

– IX-10 – APPENDIX X AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The proposed amendments are set out below:

No. Existing Clauses Amended Clauses 1 Article 12: In accordance with the Article 12: In accordance with the relevant regulations of the Constitution of relevant regulations of the Constitution of the Communist Party of China and the the Communist Party of China and the Company Law of China, organizations of Company Law of China, organizations of the Communist Party of China shall be the Communist Party of China shall be established; the Party Committee shall established; the Party Committee shall play the core leadership role, providing play the core leadership role, providing direction, managing the overall situation direction, managing the overall situation and ensuring implementation. The and ensuring implementation. The working organs of the Party shall be working organs of the Party shall be established, equipped with sufficient staff established, equipped with sufficient to deal with Party affairs and provided staff to deal with Party affairs and with sufficient funds to operate the Party provided with sufficient funds to organization. operate the Party organization. 2 Article 56: The Committee of the Article 56: The Committee of the Communist Party of Bank of Zhengzhou Communist Party of Bank of Zhengzhou Co., Ltd.* (hereinafter the “Party Co., Ltd.* (hereinafter the “Party Committee”) and the commission for Committee”) and the commission for discipline inspection of the Communist discipline inspection of the Communist Party of Bank of Zhengzhou Co., Ltd.* Party of Bank of Zhengzhou Co., Ltd.* (hereinafter the “Discipline Inspection (hereinafter the “Discipline Inspection Committee”) shall be established within Committee”) shall be established within the Bank. The Party Committee shall the Bank. The Party Committee shall consist of one secretary with the number consist of one secretary with the number of deputy secretaries as well as other of deputy secretaries as well as other members of the Party Committee to be members of the Party Committee to be determined according to the approval by determined according to the approval by higher-level Party organizations. The higher-level Party organizations. The Discipline Inspection Committee shall Discipline Inspection Committee shall consist of one secretary with the number consist of one secretary with the of deputy secretaries and other members number of deputy secretaries and other of the Discipline Inspection Committee to members of the Discipline Inspection be determined according to the approval Committee to be determined according by higher-level discipline inspection to the approval by higher-level organizations. The chairman of the Board discipline inspection organizations. The of Directors of the Bank and the secretary chairman of the Board of Directors of to the Party Committee shall be the same the Bank and the secretary to the Party person in principle. Eligible members of Committee shall be the same person in the Party Committee can become principle. A leadership system of “dual- members of the Board of Directors, the way joining and alternate Board of Supervisors and the senior appointment” shall be observed and management through legal procedures, improved. Eligible members of the Party while eligible members of the Board of Committee can become members of the Directors, the Board of Supervisors and Board of Directors, the Board of the senior management can also join the Supervisors and the senior management Party Committee in accordance with through legal procedures, while eligible relevant rules and procedures. members of the Board of Directors, the Board of Supervisors and the senior management can also join the Party Committee in accordance with relevant rules and procedures.

– X-1 – APPENDIX X AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No. Existing Clauses Amended Clauses The Zhengzhou Municipal Commission for Discipline Inspection and the Zhengzhou Municipal Supervisory Committee of the Communist Party (hereinafter, the “Zhengzhou Municipal Commission for Discipline and Supervision”) shall dispatch a discipline inspection and supervisory team to the Bank, with the number of internal departments and positions to be established in accordance with the requirements of the Zhengzhou Municipal Commission for Discipline and Supervision.

The Bank shall establish Party’s working offices such as the Party and Mass Work Department, staffed with a certain percentage of full-time and part-time staff for Party’s affairs, and the establishment of the Party’s offices and their staffing shall be incorporated into the Bank’s management structure and staffing. In accordance with the relevant rules of the higher-level authorities, the Bank shall ensure that the Party organization shall be provided with working funds through various means such as the inclusion of management expenses and the retention of Party fees into these funds. 3 Article 57: The Party Committee of the Article 57: The Party Committee of the Bank shall, in accordance with the Bank shall, in accordance with the Constitution of the Communist Party of Constitution of the Communist Party of China and other internal rules and China and other internal rules and regulations of the Party, perform the regulations of the Party, perform the following duties: following duties:

(1) to ensure and supervise the Bank’s (1) to ensure and supervise the Bank’s implementation of policies and implementation of policies and guidelines of the Party and the State, guidelines of the Party and the State, and to implement major strategic and to implement major strategic decisions of the Central Committee of decisions of the Central Committee of the Party and the State Council, as the Party and the State Council, as well as important work arrangements well as important work arrangements of higher Party organizations; of higher Party organizations;

– X-2 – APPENDIX X AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No. Existing Clauses Amended Clauses (2) to strengthen its leadership and gate (2) to strengthen its leadership and gate keeping role in the process keeping role in the process of selection and appointment of selection and appointment of personnel, focusing on of personnel, focusing on standards, procedure, evaluation, standards, procedure, evaluation, recommendation and supervision, and recommendation and supervision, and to uphold the integration of the to uphold the integration of the principle that the Party manages the principle that the Party manages the cadres with the lawful selection of the cadres with the lawful selection of the management by the Board of management by the Board of Directors and the lawful exercise of Directors and the lawful exercise of authority of appointment, promotion authority of appointment, promotion and demotion of personnel by the and demotion of personnel by the management; management;

(3) to study and discuss the reform, (3) to study and discuss the reform, development and stability of the development and stability of the Bank, major operational and Bank, major operational and management issues and major issues management issues and major issues concerning employees’ interests, and concerning employees’ interests;, and to provide suggestions. To support the to provide suggestions. to support the shareholders’ general meeting, the shareholders’ general meeting, the Board of Directors, the Board of Board of Directors, the Board of Supervisors and the senior Supervisors and the senior management of the Bank in management of the Bank in performing their duties in accordance performing their duties in accordance with laws and to support the staff with laws and to support the staff representative assembly in carrying representative assembly in carrying out its work; out its work; to lead various groups such as labour unions and support them to carry out their work independently and responsibly in accordance with their respective constitutions;

– X-3 – APPENDIX X AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No. Existing Clauses Amended Clauses (4) to assume the primary responsibility (4) to assume the primary responsibility to exercise strict self-governance in to exercise strict self-governance in every respect of the Party, to lead the every respect of the Party, to lead the Bank’s ideological and political work, Bank’s ideological and political the united front work, the cultural and work, the united front work, the ethical cultivation, corporate culture cultural and ethical cultivation, cultivation as well as the work of corporate culture cultivation as well mass organizations such as the Trade as the work of mass organizations Union and the Communist Youth such as the Trade Union and the League, to lead the construction of the Communist Youth League, to lead Party’s working style and its clean and the construction of the Party’s honest administration, and to support working style and its clean and the Commission for Discipline honest administration, and to Inspection of the Party in earnestly support the Commission for performing its supervisory Discipline Inspection of the Party in responsibilities; earnestly performing its supervisory responsibilities; to (5) to strengthen the building of the strictly clarify political discipline Bank’s primary Party organizations and rules, support the discipline and ranks of Party members, to give inspection and supervisory team full play to the role of Party branches dispatched to perform supervisory as militant bastions and to the role of duties by supervising Party Party members as vanguard and members, cadres and staff to exemplary, to unite and lead cadres strictly comply with national laws and employees to devote themselves and regulations as well as financial into the reform and development of and personnel policies; the Bank; and (5) to lead the Bank’s ideological and (6) other material matters that fall within political work, cultural and ethical the duty of the Party Committee. cultivation and united front work; to strengthen the building of the Bank’s primary Party organizations and ranks of Party members, to give full play to the role of Party branches as militant bastions and to the role of Party members as vanguard and exemplary, to unite and lead cadres and employees to devote themselves into the reform and development of the Bank; and

(6) other material matters that fall within the duty of the Party Committee.

– X-4 – APPENDIX X AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No. Existing Clauses Amended Clauses 4 Article 58: Prior to making decisions on Article 58: Prior to making decisions on material issues of the Bank, the Board of material issues of the Bank, the Board of Directors shall hear the opinion from the Directors shall hear the opinion from the Party Committee. Party Committee.

The Bank shall set up internally a grassroots Party organization simultaneously with a management structure to carry out work with a defined focus on production and operation, and play the role as a battle fortress; for business management units that have the power to make decisions on significant matters regarding human, financial and materials resources, the responsible persons for Party members shall generally serve as the secretary, and the grassroots Party organization shall conduct collective research and check on significant matters. 5 Article 92: If the elections of directors Article 92: If the elections of directors and supervisors are intended to be and supervisors are intended to be discussed at the shareholders’ general discussed at the shareholders’ general meeting, the shareholders’ general meeting, the shareholders’ general meeting shall fully disclose the details of meeting shall fully disclose the details of the candidates for the role of directors and the candidates for the role of directors and supervisors, and shall at least include the supervisors, and shall at least include the following particulars: following particulars:

(3) Disclosure of their shareholding in the (3) Disclosure of their shareholding in the Bank; Bank;

– X-5 – APPENDIX X AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No. Existing Clauses Amended Clauses (5) Information in relation to the new (5) Information in relation to the new appointment or re-designation of appointment or re-designation of directors or supervisors as required by directors or supervisors as required by the Hong Kong Listing Rules. the Hong Kong Listing Rules.

Except for the election of directors and Except for the election of directors and supervisors via cumulative voting system, supervisors via cumulative voting system, the election of each director and the election of each director and supervisor shall be voted upon on a supervisor shall be voted upon on a separate basis. separate basis.

If the Bank adopts the cumulative voting system to elect its directors or supervisors, it shall particularly explain it in the notice convening the shareholders’ general meeting. 6 Article 111: When a shareholder Article 111: When a shareholder (including his/her proxy) attends the (including his/her proxy) attends the shareholders’ general meeting, he/she shareholders’ general meeting, he/she shall exercise his/her voting rights based shall exercise his/her voting rights based on the number of shares with voting rights on the number of shares with voting rights held. Each share shall have one (1) vote. held. Each share shall have one (1) vote.

While the shareholders’ general meeting While the shareholders’ general meeting reviews significant issues that have reviews significant issues that have influence on the interests of small and influence on the interests of small and medium investors, the voting of the small medium investors, the voting of the small and medium investors shall be counted and medium investors shall be counted separately and the result shall be separately and the result shall be disclosed in a timely manner. disclosed in a timely manner.

The shares held by the Bank have no The shares held by the Bank have no voting rights and that part of the voting rights and that part of the shareholding is not counted towards the shareholding is not counted towards the total number of shares with voting rights total number of shares with voting rights that is held by shareholders attending the that is held by shareholders attending the meeting. meeting.

– X-6 – APPENDIX X AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No. Existing Clauses Amended Clauses The Bank’s Board of Directors, The Bank’s Board of Directors, independent directors and shareholders independent directors, shareholders who satisfying related rules have the right to hold more than 1% of shares with openly collect voting rights of voting rights or investor protection shareholders, but shall disclose such authorities established in accordance information as the intention of the with the provisions of laws, collection to the shareholders whose administrative regulations or securities voting rights are to be collected. It is regulatory and administrative forbidden to collect voting rights by authorities under the State Council can offering compensation in any form for the serve as collector and publicly request, collection. The Bank is not allowed to put either on their own or by appointing a a limit on minimum share-holding ratio securities company or securities service for collection of voting rights. institution, shareholders of the Bank to appoint them as proxy to attend general If any laws, administrative regulations meetings and exercise their and the Hong Kong Listing Rules require shareholders’ rights including to that any shareholder shall abstain from propose or to vote on their behalf. and voting on a certain matter or limit any shareholders satisfying related rules shareholder to cast affirmative or negative have the right to openly collect voting votes on a certain matter, any votes cast rights of shareholders, but shall by the shareholder or proxy in violation of disclose such information as the the aforesaid requirements or restrictions intention of the collection to the shall not be included in the voting results. shareholders whose voting rights are to be collected.

A collector collecting shareholders’ rights in accordance with the provisions of the above paragraph shall disclose the collected documents and the Bank shall cooperate.

It is forbidden to collect shareholders’ rights publicly voting rights by offering compensation in any form for the collection. The Bank is not allowed to put a limit on minimum share-holding ratio for collection of voting rights. If collecting shareholders’ rights publicly violates the relevant provisions of laws, administrative regulations or securities regulatory and administrative authorities under the State Council, and results in loss suffered by the Bank or it shareholders, the collector shall be liable for compensation in accordance with the law.

– X-7 – APPENDIX X AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No. Existing Clauses Amended Clauses If any laws, administrative regulations and the Hong Kong Listing Rules require that any shareholder shall abstain from voting on a certain matter or limit any shareholder to cast affirmative or negative votes on a certain matter, any votes cast by the shareholder or proxy in violation of the aforesaid requirements or restrictions shall not be included in the voting results. 7 Addition Article 119: If the cumulative voting system is adopted, prior to the voting at a shareholders’ general meeting on the candidates for directors or supervisors, the chairman of the shareholders’ general meeting shall clearly inform the shareholders present thereat that the cumulative voting method is adopted for the candidates for directors or supervisors. The Board of Directors and the Board of Supervisors must prepare ballot tickets suitable for the implementation of the cumulative voting method. The secretary to the Board of Directors shall state and explain the cumulative voting method and how to fill in the ballot tickets. 8 Addition Article 120: If the cumulative voting system is adopted, shareholders can distribute their voting rights among candidates for directors or supervisors as they wish. They can either distribute their votes on a number of candidates or concentrate their votes on one candidate. A split voting method shall be adopted for the election of independent directors, non- independent directors, and supervisors:

1. When electing independent directors, the cumulative number of votes of each shareholder shall equal to the product of the total number of voting shares held by that shareholder multiplied by the number of independent directors to be elected, and this number of votes can only be cast for the candidates for independent directors;

– X-8 – APPENDIX X AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No. Existing Clauses Amended Clauses 2. When electing non-independent directors, the cumulative number of votes of each shareholder shall equal to the product of total number of voting shares held by that shareholder multiplied by the number of non-independent directors to be elected, and this number of votes can only be cast for the candidates for non-independent directors;

3. When electing supervisors, the cumulative number of votes of each shareholder shall equal to the product of the total number of voting shares held by that shareholder multiplied by the number of supervisors to be elected, and this number of votes can only be cast for the candidates for supervisors. 9 Addition Article 121: If the cumulative voting system is adopted, shareholders shall follow the following voting methods when voting:

– X-9 – APPENDIX X AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No. Existing Clauses Amended Clauses 2. All shareholders shall have the right to vote for one or more candidates for directors and supervisors as they wish (agents shall follow the instructions of the proxy’s power of attorney) by casting the total number of voting rights they have for one or more candidates for directors and supervisors, but the final number of candidates for directors and supervisors they voted for shall not exceed the number of directors or supervisors to be elected; if it exceeds, all the votes by that shareholder shall be deemed invalid and that shareholder shall be deemed to have abstained from such voting;

3. When shareholders present at a meeting vote, they can exercise their cumulative voting rights as they wish, but the number of voting rights they use for one or more candidates in a centralized or decentralized manner shall not exceed the total number of valid voting rights held by them, otherwise the votes by the shareholders shall be invalid and the shareholders shall be deemed to have abstained from such voting;

4. When the total number of votes exercised by shareholders on one or several candidates for directors or supervisors in a centralized or decentralized manner is equal or less than their cumulative number of votes, the votes by the shareholder shall be valid, and the difference between the cumulative number of votes and the actual number of votes shall be deemed as abstention votes.

– X-10 – APPENDIX X AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No. Existing Clauses Amended Clauses 10 Article 119: If directors and supervisors Article 119122: If directors and are elected by way of cumulative voting supervisors are elected by way of system, and candidates have the same cumulative voting system, the candidates number of votes with vacancies in the with the larger number of votes shall be number of candidates to be elected, elected successfully from first to last additional election rounds using among the number of candidates to be cumulative voting system should be held elected as directors and supervisors, with regard to the candidates with the based on the number of votes the same votes until the vacancies are filled. candidates for directors and supervisors can obtain in chronological order. At the same time, the number of voting rights that each elected director or supervisor can obtain shall not be less than one-half of the total number of voting shares held by shareholders attending the shareholders’ general meeting. and Candidates have the same number of votes with vacancies in the number of candidates to be elected, additional election rounds using cumulative voting system shall be held with regard to the candidates with the same votes until the vacancies are filled.

– X-11 – APPENDIX X AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No. Existing Clauses Amended Clauses If the number of successfully elected directors and supervisors is less than the number of directors and supervisors to be elected, and does not meet the minimum required by the Bank’s Articles of Association or laws and regulations, a shareholders’ general meeting shall be convened again within two months after the end of the current shareholders’ meeting for the election of vacant directors and supervisors. At this time, existing directors and supervisors shall not resign, and the election results of the successfully elected directors and supervisors shall remain valid, but their term of office shall be postponed until the vacant directors and supervisors are elected and take office together. 11 Article 146: The directors shall attend the Article 146149: The directors shall attend meetings of the Board of Directors the meetings of the Board of Directors earnestly and responsibly, and shall make earnestly and responsibly, and shall make proposals or give opinions in an proposals or give opinions in an independent, professional and objective independent, professional and objective manner. manner.

Directors shall spend sufficient time to Directors shall spend sufficient time to carry out their duties, and shall attend carry out their duties. Except for above two-thirds of the meetings of the independent directors and directors Board of Directors in person each year. who are the members for the Audit Committee, Related Party Transactions If a director cannot attend a Board Control Committee and Risk meeting in person indeed, he/she may Management Committee, other entrust another director in writing to directors shall work at the Bank for no attend and vote on the meeting on his/her less than ten working days per annum. behalf, and such appointer shall assume Directors shall attend above two-thirds of legal liabilities independently. the meetings of the Board of Directors in person each year.

If a director cannot attend a Board meeting in person indeed, he/she may entrust another director in writing to attend and vote on the meeting on his/her behalf, and such appointer shall assume legal liabilities independently.

– X-12 – APPENDIX X AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No. Existing Clauses Amended Clauses If the director fails to attend the meetings If the director fails to attend the meetings of the Board of Directors either in person of the Board of Directors either in person or entrust other directors to attend on or entrust other directors to attend on his/her behalf two times consecutively, or his/her behalf two times consecutively, or attends less than two-thirds of the total attends less than two-thirds of the total number of Board meetings in person number of Board meetings in person within one year, the director shall be within one year, the director shall be deemed incapable of performing the duty, deemed incapable of performing the duty, and the Board of Directors shall make a and the Board of Directors shall make a proposal either to the shareholders’ proposal either to the shareholders’ general meeting or employee general meeting or employee representative meeting to dismiss such representative meeting to dismiss such director. director.

A director who fails to attend the A director who fails to attend the meetings of the Board of Directors in meetings of the Board of Directors in person and fails to entrust another person and fails to entrust another director to attend on his/her behalf shall director to attend on his/her behalf shall assume the same legal liabilities of Board assume the same legal liabilities of Board resolutions. resolutions.

Note: As a result of the addition of the clauses, the numbering of the clauses of the Articles of Association and the numbering of the cross-referenced clauses are changed accordingly.

The English version of the Articles of Association is not an official translation of the Chinese version. In case of any discrepancies between the Chinese version and the English version, the Chinese version shall prevail.

– X-13 – APPENDIX XI ISSUANCE OF CAPITAL REPLENISHMENT BONDS BY THE BANK

In order to further replenish capital and ensure sustainable and steady development of various operations of the Bank of Zhengzhou Co., Ltd. (the “Bank”or“we”), the Bank intends to issue capital replenishment bonds in accordance with regulatory requirements including the Administrative Measures for Capital Management of Commercial Banks (Trial) (CBRC Order 2012 No. 1), and the Opinions of CBRC, PBOC, CSRC, CIRC and SAFE on Further Supporting Capital Instrument Innovation of Commercial Banks (Yin Jian Fa [2018] No. 5) published by the CBIRC, and the Announcement on Issues Related to Issuance of Capital Replenishment Bonds by Banking Institutions (PBOC Announcement [2018] No. 3) published by the People’s Bank of China. At the 4th meeting of the 6th session of the Board of Directors on March 28, 2019 and the 2018 annual general meeting on May 24, 2019, the Plan for Issuance of Capital Replenishment Bonds by the Bank of Zhengzhou Co., Ltd. was considered and approved, and the effective period of the resolution and the effective period of the authority and delegation are two years from the date of approval at the general meeting.

As the above plan for issuance of capital replenishment bonds by the Bank as approved by the Board and the general meeting will expire on May 23, 2021, it is proposed that the effective period of the resolution on the plan and the effective period of the relevant authority be extended and adjusted, with other terms of the plan remaining unchanged. Details of the plan are set out as below:

I. BOND CATEGORY

Indefinite-term capital bonds or Tier-2 capital bonds which meet the requirements of the Administrative Measures for Capital Management of Commercial Banks (Trial) issued by the CBIRC and other relevant regulatory requirements and can be used to replenish capital of commercial banks.

II. ISSUE SIZE

No more than RMB10 billion or equivalent value in foreign currency.

III. TARGET SUBSCRIBERS

Domestic and foreign institutional investors.

IV. TERM OF BONDS

The basic term is not less than 5 years, in which indefinite-term capital bonds will have a term consistent with the duration of the Bank as a going concern, without a fixed maturity date before the Bank exercises the redemption option.

– XI-1 – APPENDIX XI ISSUANCE OF CAPITAL REPLENISHMENT BONDS BY THE BANK

V. LOSS ABSORPTION METHOD

Loss will be absorbed by way of write-down upon the trigger events as stipulated in the offering documents.

VI. ISSUING INTEREST RATE

Issuing interest rate will be determined with reference to the market rate.

VII. USE OF PROCEEDS

The proceeds will be used to replenish other Tier-1 capital or Tier-2 capital, so as to enhance operational strength and risk resistance capacity of the Bank to support sustainable and sound development of its business activities.

VIII. EFFECTIVE PERIOD OF RESOLUTION

Subject to consideration and approval by the general meeting, the resolution shall be effective for 3 years commencing from May 24, 2021.

IX. GRANT OF AUTHORITY AND DELEGATION

It is proposed that the general meeting grants authority to the Board, and that the Board delegates the authority to senior management of the Bank to determine the specific terms for issuance of the capital replenishment bonds and deal with all relevant matters in accordance with the provisions and approval requirements of competent regulatory authorities as well as the above terms and conditions; and grants authority to senior management of the Bank to deal with redemption, write-down and other relevant matters within the duration of the capital replenishment bonds in accordance with the provisions and approval requirements of competent regulatory authorities.

– XI-2 – APPENDIX XII NOTICE OF THE 2020 AGM

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.

NOTICE OF 2020 AGM

NOTICE IS HEREBY GIVEN that the 2020 Annual General Meeting (the “AGM”) of Bank of Zhengzhou Co., Ltd.* (the “Bank”) will be held at 9:00 am on June 17, 2021 (Thursday) at Bank of Zhengzhou Building, 22 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC, to consider, and if thought fit, pass the following resolutions:

ORDINARY RESOLUTIONS

1. to consider and approve the 2020 Board of Directors’ work report;

2. to consider and approve the 2020 Board of Supervisors’ work report;

3. to consider and approve the 2020 annual financial statements;

4. to consider and approve the 2020 annual report;

5. to consider and approve the 2021 financial budget;

6. to consider and approve the re-appointment of KPMG and KPMG Huazhen LLP as the Bank’s overseas and domestic auditors for 2021 and for the annual audit, interim review and provision of professional services such as internal control audit, whose term of office ends after the Bank’s 2021 annual general meeting, and their remuneration;

7. to consider and approve the special report on related party transactions for 2020;

8. to consider and approve the estimated quota on recurring related party transactions for 2021:

(a) estimated quota on related party transactions with 鄭州市建設投資集團有限公司 and its associated corporations;

– XII-1 – APPENDIX XII NOTICE OF THE 2020 AGM

(b) estimated quota on related party transactions with 鄭州交通建設投資有限公司 and its associated corporations;

(d) estimated quota on related party transactions with 河南投資集團有限公司 and its associated corporations;

(e) estimated quota on related party transactions with 河南正陽建設工程集團有限公司 and its associated corporations;

(f) estimated quota on related party transactions with 河南暉達嘉睿置業有限公司 and its associated corporations;

(g) estimated quota on related party transactions with 鄭州市中融創產業投資有限公司 and its associated corporations;

(h) estimated quota on related party transactions with 河南資產管理有限公司 and its associated corporations;

(i) estimated quota on related party transactions with 中原信託有限公司 and its associated corporations;

(j) estimated quota on related party transactions with 百瑞信託有限責任公司 and its associated corporations;

(k) estimated quota on related party transactions with 中原證券股份有限公司 and its associated corporations;

(l) estimated quota on related party transactions with 蘭州銀行股份有限公司;

(m) estimated quota on related party transactions with 貴州銀行股份有限公司;

(n) estimated quota on related party transactions with 長城基金管理有限公司;

(o) estimated quota on related party transactions with 格林基金管理有限公司;

(p) estimated quota on related party transactions with 錦州銀行股份有限公司;

(q) estimated quota on related party transactions with 洛銀金融租賃股份有限公司;

(r) estimated quota on related party transactions with subsidiaries of the Bank; and

(s) estimated quota on related party transactions with related natural persons of the Bank.

9. to consider and approve the amendments to the procedures of general meetings;

– XII-2 – APPENDIX XII NOTICE OF THE 2020 AGM

10. to consider and approve the special report on the deposit and actual use of proceeds raised in 2020;

11. to consider and approve the election and appointment of the Directors of the seventh session of the Board:

(a) to consider and approve the appointment of Mr. WANG Tianyu as an executive Director;

(b) to consider and approve the appointment of Mr. SHEN Xueqing as an executive Director;

(d) to consider and approve the appointment of Ms. WANG Dan as a non-executive Director;

(e) to consider and approve the appointment of Mr. LIU Bingheng as a non-executive Director;

(f) to consider and approve the appointment of Mr. SU Xiaojun as a non-executive Director;

(g) to consider and approve the appointment of Mr. JI Hongjun as a non-executive Director;

(h) to consider and approve the appointment of Mr. WANG Shihao as a non-executive Director;

(i) to consider and approve the appointment of Ms. LI Yanyan as an independent non-executive Director;

(j) to consider and approve the appointment of Mr. LI Xiaojian as an independent non-executive Director;

(k) to consider and approve the appointment of Mr. SONG Ke as an independent non-executive Director; and

(l) to consider and approve the appointment of Ms. LI Shuk Yin as an independent non-executive Director.

– XII-3 – APPENDIX XII NOTICE OF THE 2020 AGM

12. to consider and approve the election and appointment of the Supervisors of the seventh session of the Board of Supervisors:

(a) to consider and approve the appointment of Mr. ZHU Zhihui as a Shareholder representative Supervisor;

(b) to consider and approve the appointment of Mr. MA Baojun as an external Supervisor; and

13. to consider and approve the amendments to the administrative measures on remuneration and performance of Directors and Supervisors at governance level;

14. to consider and approve the adjustments to the remuneration standards of non-executive Directors and independent non-executive Directors; and

15. to consider and approve the adjustments to the remuneration standards of Shareholder representative Supervisors and external Supervisors.

SPECIAL RESOLUTIONS

16. to consider and approve the 2020 profit distribution and capital reserve capitalization plan;

17. to consider and approve the amendments to the Articles of Association;

18. to consider and approve the general mandate for the issuance of new Shares; and

19. to consider and approve the proposal of the Bank’s issuance of capital replenishment bonds.

By order of the Board Bank of Zhengzhou Co., Ltd.* WANG Tianyu Chairman

Zhengzhou, Henan, the PRC May 17, 2021

– XII-4 – APPENDIX XII NOTICE OF THE 2020 AGM

Notes:

1. Pursuant to the Hong Kong Listing Rules, all resolutions proposed at the meeting will be voted by poll (except for the resolutions concerning relevant procedures or administrative matters which the chairman decides to permit the vote by a show of hands). The voting results will be published on both the websites of Hong Kong Stock Exchange (www.hkexnews.hk) and the Bank (www.zzbank.cn) in accordance with the Hong Kong Listing Rules.

2. CLOSURE OF THE H SHARE REGISTER OF MEMBERS AND THE ELIGIBILITY FOR ATTENDING AND VOTING AT THE AGM

In order to determine the list of holders of H Shares who are entitled to attend and vote at the AGM, the Bank’s H Share register of members will be closed from June 10, 2021 (Thursday) to June 17, 2021 (Thursday), both days inclusive, during which period no transfer of the H Shares of the Bank will be effected. The holders of H Shares included in the Bank’s H Share register of members on June 17, 2021 (Thursday) shall be entitled to attend and vote at the AGM. In order to be eligible for attending and voting at the AGM, all transfer documents together with relevant share certificates and other appropriate documents shall be sent for registration to the H Share Registrar, namely, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H shares) before 4:30 pm on June 9, 2021 (Wednesday).

3. PROXY

Any holders of H Shares entitled to attend and vote at the AGM is entitled to appoint one or more persons (if the holder of H Shares holds two or more issued Shares of the Bank with a nominal value of RMB1.00 each), whether such person is a Shareholder of the Bank or not, as his/her/its proxy or proxies to attend and vote on his/her/its behalf at the AGM.

The proxy concerned must be appointed with a power of attorney. The power of attorney concerned must be signed by the principal or the representative duly authorized in writing by the principal. If the principal is a legal person, the power of attorney shall be affixed with the seal of the legal person or signed by its Director or a representative duly authorized in writing. If the power of attorney of the proxy is signed by the authorized person of the principal under a power of attorney or other authorization documents given by the appointer, such power of attorney or other authorization documents shall be notarized, and served at the same time as the power of attorney. The power of attorney of the proxy of the holders of H Shares shall be served to the H Share Registrar, namely, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the scheduled time for holding of the AGM (i.e. by 9:00 am on June 16, 2021 (Wednesday) or any adjournment thereof (as the case may be).

After the completion and return of the power of attorney, you can attend and vote in person at the AGM or any adjournment thereof should you so wish. In this case, the power of attorney will be deemed to have been revoked.

In case of registered joint holders of any H Shares, one of the registered joint holders can vote on such shares in person or by a proxy as the only holder entitled to vote. If one or more registered joint holders attend the AGM in person or by proxy, only the vote of the person whose name appears first in the H Share register of members relating to the joint holders (in person or by proxy) will be accepted as the only vote of the joint holders.

4. MISCELLANEOUS

(i) The holders of H Shares or their proxies shall present their identity documents when attending the AGM (or any adjournment thereof). If the legal representative of corporate holders of H Shares or any other persons officially authorized by the corporate holders of H Shares is present at the AGM (or any adjournment thereof), such legal representative or other persons shall present their identity documents and the certifying documents for appointment as a legal representative or valid authorization documents (as the case may be).

(ii) The AGM is expected to last for no more than one day. Shareholders and representatives attending the meeting shall be responsible for their own traveling and accommodation expenses.

(iii) Address of Computershare Hong Kong Investor Services Limited:

– XII-5 – APPENDIX XII NOTICE OF THE 2020 AGM

Shops 1712-1716, 17th Floor, Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong (For lodging share transfer documents)

17M Floor, Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong (For deposit of proxy form)

Tel: (852) 2862 8555 Fax: (852) 2865 0990

5. The details about the aforesaid resolutions proposed for the consideration and approval of the AGM are set out in the circular of the AGM and the H Shareholders Class Meeting to be despatched by the Bank. Unless otherwise indicated, the capitalized terms used in this notice shall have the same meaning as those defined in the circular of the AGM and the H Shareholders Class Meeting to be despatched by the Bank. Shareholders should also read the Bank’s 2020 annual report published in April 2021.

As at the date of this notice, the Board comprises Mr. WANG Tianyu, Mr. SHEN Xueqing and Mr. XIA Hua as executive directors, Mr. FAN Yutao, Mr. ZHANG Jingguo, Mr. JI Hongjun, Mr. LIANG Songwei and Mr. WANG Shihao as non-executive directors, Mr. XIE Taifeng, Mr. WU Ge, Ms. CHAN Mei Bo Mabel and Ms. LI Yanyan as independent non-executive directors.

– XII-6 – APPENDIX XIII NOTICE OF H SHAREHOLDERS CLASS MEETING

NOTICE OF THE 2021 FIRST H SHAREHOLDERS CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2021 first H shareholders class meeting (the “H Shareholders Class Meeting”) of Bank of Zhengzhou Co., Ltd.* (the “Bank”) will be held immediately after the conclusion of the 2020 annual general meeting (to be held at 9:00 am on June 17, 2021 (Thursday)) and 2021 first A shareholders class meeting of the Bank on June 17, 2021 (Thursday) at Bank of Zhengzhou Building, 22 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC, to consider, if thought fit, pass the following resolution:

SPECIAL RESOLUTION

1. to consider and approve the 2020 profit distribution and capital reserve capitalization plan.

By order of the Board Bank of Zhengzhou Co., Ltd.* WANG Tianyu Chairman

Zhengzhou, Henan Province, the PRC May 17, 2021

Notes:

1. Pursuant to the Hong Kong Listing Rules, all resolutions proposed at the H Shareholders Class Meeting will be voted by poll (except for the resolutions concerning relevant procedures or administrative matters which the chairman decides to permit the vote by a show of hands). The voting results will be published in both the websites of Hong Kong Stock Exchange (www.hkexnews.hk) and the Bank (www.zzbank.cn) in accordance with the Hong Kong Listing Rules.

– XIII-1 – APPENDIX XIII NOTICE OF H SHAREHOLDERS CLASS MEETING

2. CLOSURE OF THE H SHARE REGISTER OF MEMBERS AND THE ELIGIBILITY FOR ATTENDING AND VOTING AT THE H SHAREHOLDERS CLASS MEETING

In order to determine the list of holders of H Shares who are entitled to attend and vote at the H Shareholders Class Meeting, the Bank’s H Share register of members will be closed from June 10, 2021 (Thursday) to June 17, 2021 (Thursday), both days inclusive, during which period no transfer of the H Shares of the Bank will be effected. The holders of H Shares included in the Bank’s H Share register of members on June 17, 2021 (Thursday) shall be entitled to attend and vote at the H Shareholders Class Meeting. In order to be eligible for attending and voting at the H Shareholders Class Meeting, all transfer documents together with relevant share certificates and other appropriate documents shall be sent for registration to the H Share Registrar, namely, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H shares) before 4:30 p.m. on June 9, 2021 (Wednesday).

3. PROXY

Any holders of H Shares entitled to attend and vote at the H Shareholders Class Meeting is entitled to appoint one or more persons (if the holder of H Shares holds two or more issued Shares of the Bank with a nominal value of RMB1.00 each), whether such person is a Shareholder of the Bank or not, as his/her/its proxy or proxies to attend and vote on his/her/its behalf at the H Shareholders Class Meeting.

The proxy concerned must be appointed with a power of attorney. The power of attorney concerned must be signed by the principal or the representative duly authorized in writing by the principal. If the principal is a legal person, the power of attorney shall be affixed with the seal of the legal person or signed by its Director or a representative duly authorized in writing. If the power of attorney of the proxy is signed by the authorized person of the principal under a power of attorney or other authorization documents given by the appointer, such power of attorney or other authorization documents shall be notarized, and served at the same time as the power of attorney. The power of attorney of the proxy of the holders of H Shares shall be served to the H Share Registrar, namely, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the scheduled time for holding of the H Shareholders Class Meeting or any adjournment thereof (as the case may be).

After the completion and return of the power of attorney, you can attend and vote in person at the H Shareholders Class Meeting or any adjournment thereof should you so wish. In this case, the power of attorney will be deemed to have been revoked.

In case of registered joint holders of any H Shares, one of the registered joint holders can vote on such shares in person or by a proxy as the only holder entitled to vote. If one or more registered joint holders attend the H Shareholders Class Meeting in person or by proxy, only the vote of the person whose name appears first in the H Share register of members relating to the joint holders (in person or by proxy) will be accepted as the only vote of the joint holders.

4. MISCELLANEOUS

(i) The holders of H Shares or their proxies shall present their identity documents when attending the H Shareholders Class Meeting (or any adjournment thereof). If the legal representative of corporate holders of H Shares or any other persons officially authorized by the corporate holders of H Shares is present at the H Shareholders Class Meeting (or any adjournment thereof), such legal representative or other persons shall present their identity documents and the certifying documents for appointment as a legal representative or valid authorization documents (as the case may be).

(ii) The H Shareholders Class Meeting is expected to last for no more than half a day. Shareholders and representatives attending the meeting shall be responsible for their own traveling and accommodation expenses.

(iii) Address of Computershare Hong Kong Investor Services Limited:

Shops 1712-1716, 17th Floor, Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong (For lodging share transfer documents)

17M Floor, Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong (For deposit of proxy form)

Tel: (852) 2862 8555 Fax: (852) 2865 0990

– XIII-2 – APPENDIX XIII NOTICE OF H SHAREHOLDERS CLASS MEETING

5. The details about the aforesaid resolutions proposed for the consideration and approval of the H Shareholders Class Meeting are set out in the circular of the AGM and the H Shareholders Class Meeting to be despatched by the Bank. Unless otherwise indicated, the capitalized terms used in this notice shall have the same meaning as those defined in the circular of the AGM and the H Shareholders Class Meeting to be despatched by the Bank. Shareholders should also read the Bank’s 2020 annual report published in April 2021.

As at the date of this notice, the Board comprises Mr. WANG Tianyu, Mr. SHEN Xueqing and Mr. XIA Hua as executive directors, Mr. FAN Yutao, Mr. ZHANG Jingguo, Mr. LIANG Songwei, Mr. JI Hongjun and Mr. WANG Shihao as non-executive directors, Mr. XIE Taifeng, Mr. WU Ge, Ms. CHAN Mei Bo Mabel and Ms. LI Yanyan as independent non-executive directors.

– XIII-3 –