THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this Circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Luzhou City Commercial Bank Co., Ltd.*, you should at once pass this Circular and the enclosed form of proxy to the purchaser or the transferee, the bank, the stockbroker or other agent through whom the sale or transfer was affected for transmission to the purchaser or the transferee. Hong Kong Exchanges and Clearing Limited and the Stock Exchange of Hong Kong Limited take no responsibility for the contents of this Circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular. This Circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities or an invitation to enter into an agreement to do so, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities. Luzhou City Commercial Bank Co., Ltd.* 瀘州市商業銀行股份有限公司* (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1983) (1) 2018 ANNUAL REPORT (2) 2018 WORK REPORT OF THE BOARD OF DIRECTORS (3) 2018 WORK REPORT OF THE BOARD OF SUPERVISORS (4) 2018 EVALUATION REPORT ON THE PERFORMANCE OF DUTIES BY THE DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT (5) 2018 FINAL FINANCIAL ACCOUNTS (6) 2018 PROFIT DISTRIBUTION PLAN (7) REPORT ON RELATED PARTY TRANSACTIONS FOR 2018 (8) 2019 FINANCIAL BUDGET PLAN (9) 2019 FIXED ASSETS INVESTMENT PLAN (10) PROPOSED AMENDMENTS TO THE RULES OF REFERENCE OF THE BOARD OF SUPERVISORS (11) ENGAGEMENT OF EXTERNAL AUDITORS FOR 2019 (12) CHANGE OF ADDRESS OF THE BANK (13) PROPOSED APPOINTMENT OF DIRECTORS FOR THE SEVENTH SESSION OF THE BOARD OF DIRECTORS (EXCLUDING EMPLOYEE DIRECTOR) (14) PROPOSED APPOINTMENT OF SUPERVISORS FOR THE SEVENTH SESSION OF THE BOARD OF SUPERVISORS (EXCLUDING EMPLOYEE SUPERVISORS) (15) CHANGE OF REGISTERED CAPITAL OF THE BANK (16) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION (17) PROPOSED ISSUANCE OF TIER 2 CAPITAL BONDS AND (18) NOTICE OF 2018 ANNUAL GENERAL MEETING A notice convening the 2018 Annual General Meeting of the Bank to be held at 9:00 a.m. on Tuesday, May 28, 2019 at Meeting Room 1101, 11th Floor, Building 1, No.18, Section 3, Jiucheng Avenue, Jiangyang District, Luzhou City, Sichuan Province, PRC is set out on pages 49 to 53 of this Circular. If you intend to attend the 2018 Annual General Meeting by proxy, you are required to complete and return the form of proxy in accordance with the instructions printed thereon. For Holders of H Shares, the form of proxy should be returned to the Computershare Hong Kong Investor Services Limited (Address: 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong). For Holders of Domestic Shares, the form of proxy should be returned to the office of the Board of Directors of the Bank (Address: Building 1, No. 18, Section 3, Jiucheng Avenue, Jiangyang District, Luzhou City, Sichuan Province, PRC, Postcode: 646000). In any event, the form of proxy should be returned not less than 24 hours before the time stipulated for convening the 2018 Annual General Meeting or any adjourned meeting thereof (i.e. no later than 9:00 a.m. on Monday, May 27, 2019). Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2018 Annual General Meeting or any adjourned meeting thereof. If you intend to attend the 2018 Annual General Meeting in person or by proxy, you are required to complete and return the reply slip to the Computershare Hong Kong Investor Services Limited (for Holders of H Shares) or the office of the Board of Directors of the Bank (for Holders of Domestic Shares) on or before Tuesday, May 7, 2019. In case of any discrepancy between the Chinese and English versions of this Circular (including all appendices) and the Notice of 2018 Annual General Meeting, the Chinese version shall prevail. April 12, 2019 TABLE OF CONTENTS PAGE DEFINITIONS .................................................... 1 LETTER FROM THE BOARD ....................................... 3 APPENDIX I – 2018 WORK REPORT OF THE BOARD OF DIRECTORS ............................... 19 APPENDIX II – 2018 WORK REPORT OF THE BOARD OF SUPERVISORS ............................. 26 APPENDIX III – BIOGRAPHIES AND PROPOSED REMUNERATION OF THE CANDIDATES FOR THE SEVENTH SESSION OF THE BOARD OF DIRECTORS ........ 32 APPENDIX IV – BIOGRAPHIES AND PROPOSED REMUNERATION OF THE CANDIDATES FOR THE SEVENTH SESSION OF THE BOARD OF SUPERVISORS ...... 42 APPENDIX V – PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION ................................ 45 NOTICE OF 2018 ANNUAL GENERAL MEETING ....................... 49 –i– DEFINITIONS In this Circular, unless the context otherwise requires, the following terms shall have the meanings set out below: “2018 Annual General Meeting” 2018 Annual General Meeting of the Bank scheduled to be held at 9:00 a.m. on Tuesday, May 28, 2019 at Meeting Room 1101, 11th Floor, Building 1, No.18, Section 3, Jiucheng Avenue, Jiangyang District, Luzhou City, Sichuan Province, PRC “Articles of Association” the articles of association of the Bank (as amended, supplemented or otherwise modified from time to time) “Bank” Luzhou City Commercial Bank Co., Ltd. (瀘州市商業銀 行股份有限公司*), a joint stock company in the PRC with limited liability and its H shares are listed on the Main Board of the Hong Kong Stock Exchange (stock code: 1983) “Board” or “Board of Directors” the board of directors of the Bank “Board of Supervisors” the board of supervisors of the Bank “CBIRC” China Banking and Insurance Regulatory Commission (中國銀行保險監督管理委員會) “Director(s)” the director(s) of the Bank “Domestic Shares” ordinary shares issued by the Bank, with a nominal value of RMB1.00 each, which are subscribed for or credited as paid up in Renminbi “H Share Registrar” Computershare Hong Kong Investor Services Limited, the H Share Registrar of our Bank “H Shares” overseas listed foreign shares with a par value of RMB1.00 each in the share capital of the Bank and traded in Hong Kong Dollars “HK$” or “HKD” or “Hong Hong Kong Dollars, the lawful currency of Hong Kong Kong Dollars” “Holder(s) of Domestic Shares” the holder(s) of Domestic Shares “Holder(s) of H Shares” the holder(s) of H Shares –1– DEFINITIONS “Hong Kong” or “HK” the Hong Kong Special Administrative Region of the PRC “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “IFRS” International Financial Reporting Standards “Latest Practicable Date” April 9, 2019, being the latest practicable date for ascertaining certain information contained in this Circular prior to its printing “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “Notice of 2018 Annual General the notice convening the 2018 Annual General Meeting Meeting” “PBoC” People’s Bank of China (中國人民銀行), the central bank of the PRC “PRC” or “China” the People’s Republic of China, but for the purpose of this Circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan “RMB” or “Renminbi” Renminbi, the lawful currency of the PRC “SFO” Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong “Shareholder(s)” the holder(s) of the Shares “Shares” shares of the Bank, including Domestic Shares and H Shares “Supervisor(s)” the supervisor(s) of the Bank “%” per cent * Luzhou City Commercial Bank Co., Ltd. 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/deposit-taking business in Hong Kong. –2– LETTER FROM THE BOARD Luzhou City Commercial Bank Co., Ltd.* 瀘州市商業銀行股份有限公司* (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1983) Executive Directors: Registered address: Mr. YOU Jiang (游江) (Chairman) No. 1, Section 1 Jiucheng Avenue, Mr. XU Xianzhong (徐先忠) Jiangyang District, Luzhou, Mr. LIU Shirong (劉仕榮) Sichuan Province, the PRC Non-executive Directors: Principal place of business in Hong Kong: Ms. XU Yan (徐燕) 40th Floor, Sunlight Tower Mr. XIONG Guoming (熊國銘) No. 248 Queen’s Road East Mr. LIU Qi (劉奇) Wanchai, Hong Kong Mr. DAI Zhiwei (代志偉) Independent non-executive Directors: Mr. LIU Xiaoyu (劉小渝) Mr. GU Mingan (辜明安) Mr. HUANG Yongqing (黃永慶) Mr. YE Changqing (葉長青) Mr. TANG Baoqi (唐保祺) April 12, 2019 To the Shareholders Dear Sir or Madam, (1) 2018 ANNUAL REPORT (2) 2018 WORK REPORT OF THE BOARD OF DIRECTORS (3) 2018 WORK REPORT OF THE BOARD OF SUPERVISORS (4) 2018 EVALUATION REPORT ON THE PERFORMANCE OF DUTIES BY THE DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT (5) 2018 FINAL FINANCIAL ACCOUNTS (6) 2018 PROFIT DISTRIBUTION PLAN (7) REPORT ON RELATED PARTY TRANSACTIONS FOR 2018 (8) 2019 FINANCIAL BUDGET PLAN (9) 2019 FIXED ASSETS INVESTMENT PLAN (10) PROPOSED AMENDMENTS TO THE RULES OF REFERENCE OF THE BOARD OF SUPERVISORS (11) ENGAGEMENT OF EXTERNAL AUDITORS FOR 2019 (12) CHANGE OF ADDRESS OF THE BANK (13) PROPOSED APPOINTMENT OF DIRECTORS FOR THE SEVENTH SESSION OF THE BOARD OF DIRECTORS (EXCLUDING EMPLOYEE DIRECTOR) (14) PROPOSED APPOINTMENT OF SUPERVISORS FOR THE SEVENTH SESSION OF THE BOARD OF SUPERVISORS (EXCLUDING EMPLOYEE SUPERVISORS) (15) CHANGE OF REGISTERED CAPITAL OF THE BANK (16) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION (17) PROPOSED ISSUANCE OF TIER 2 CAPITAL BONDS AND (18) NOTICE OF 2018 ANNUAL GENERAL MEETING –3– LETTER FROM THE BOARD I.