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BANK of GANSU CO., LTD.* 甘肅銀行股份有限公司 * (A Joint Stock Company Incorporated in the People’S Republic of China with Limited Liability) (Stock Code: 2139)

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BANK of GANSU CO., LTD.* 甘肅銀行股份有限公司 * (A Joint Stock Company Incorporated in the People’S Republic of China with Limited Liability) (Stock Code: 2139) 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 Bank of Gansu Co., Ltd.*, you should at once pass this circular, together with the proxy form and reply slip that have been despatched to you, to the purchaser, the transferee, the bank, the stockbroker or other agent through whom the sale or transfer was effected 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. BANK OF GANSU CO., LTD.* 甘肅銀行股份有限公司 * (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2139) PROPOSED NON-PUBLIC ISSUANCE OF OFFSHORE PREFERENCE SHARES PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE BANK NOTICE OF 2018 AGM AND NOTICE OF THE 2019 FIRST H SHAREHOLDERS CLASS MEETING The 2018 AGM of Bank of Gansu Co., Ltd.* will be held at 9:00 a.m. on Monday, June 3, 2019, the 2019 First Domestic Shareholders Class Meeting will be held at 10:30 a.m. or immediately after the conclusion of the 2018 AGM (whichever is the later), and the 2019 First H Shareholders Class Meeting will be held at 11:00 a.m. or immediately after the conclusion of the 2019 First Domestic Shareholders Class Meeting (whichever is the later) at No.3 conference room at 24/F of Bank of Gansu Tower, No.525 Donggang West Road, Chengguan District, Lanzhou, Gansu Province, the PRC. Notices of the 2018 AGM and the 2019 First H Shareholders Class Meeting are set out on pages 8 to 13 and pages 14 to 18 of this circular, respectively. For notice of convening the First Domestic Shareholders Class Meeting, please refer to the notice separately published by the Bank. Whether or not you are able to attend the AGM or the Class Meetings, you are advised to read the notice of the AGM and the notices of the Class Meetings carefully and to complete the proxy forms that has been dispatched to you in accordance with the instructions printed thereon. H Shareholders must return the proxy forms to the H share registrar of the Bank, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, while Domestic Shareholders must return the proxy forms to the registered office and the principal place of business in the PRC at Bank of Gansu Tower, No.525 Donggang West Road, Chengguan District, Lanzhou, Gansu Province, the PRC, by hand or by post no later than 24 hours before the time appointed for convening the AGM and the Class Meetings or any adjourned meeting thereof. Completion and return of the proxy forms will not preclude you from attending and voting at the AGM and/or the Class Meetings and any adjourned meeting(s) thereof in person if you so wish. The reply slips and the proxy forms of the AGM and the Class Meetings have been despatched on Thursday, April 18, 2019. If you intend to attend the AGM and/or the Class Meetings either in person or by proxy, you are required to complete and return the reply slips for the meetings to the H share registrar of the Bank (for H Shareholders), Computershare Hong Kong Investor Services Limited or the registered office and the principal place of business of the Bank in the PRC (for Domestic Shareholders) on or before Tuesday, May 14, 2019. April 18, 2019 * Bank of Gansu 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. CONTENTS Page Definitions ................................................................. ii Letter from the Board........................................................ 1 Notice of 2018 AGM ......................................................... 8 Notice of 2019 First H Shareholders Class Meeting................................. 14 APPENDIX I Businesses of the AGM and the 2019 First H Shareholders Class Meeting . 19 Annex 1 Work Report of the Board of Directors for 2018 ............. 46 Annex 2 Work Report of Independent Directors for 2018 ............. 55 Annex 3 R emuneration Distribution and Settlement Plan for Directors and Supervisors for 2018.................. 64 Annex 4 R emuneration Distribution and Settlement Plan for Senior Management for 2018 .................... 68 Annex 5 Report on Material Related-party Transactions.............. 70 Annex 6 Estimated Cap of Related Party Transactions for 2019 . 86 Annex 7 General Mandates to Issue Shares......................... 97 Annex 8 P lan on Authorization of the Shareholders’ General Meeting to the Board .............................. ....... 100 Annex 9 Measures on Equity Management . 106 Annex 10 Plan for Issuance of Offshore Preference Shares ............ 119 Annex 11 P roposed Amendments to Articles of Association............ 113 Annex 12 P roposed Amendments to Rules of Procedure for Shareholders’ General Meeting........................ ....... 194 – i – DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: “2019 First Domestic the first class meeting of the Domestic Shareholders of the Bank Shareholders Class Meeting” in 2019 to be held at 10:30 a.m. on Monday, June 3, 2019 or immediately after the conclusion of the AGM (whichever is the later) at No.3 conference room at 24/F of Bank of Gansu Tower, No.525 Donggang West Road, Chengguan District, Lanzhou, Gansu Province, the PRC “2019 First H Shareholders the first class meeting of the H Shareholders of the Bank in 2019 to Class Meeting” held at 11:00 a.m. on Monday, June 3, 2019 or immediately after the conclusion of the First Domestic Shareholders Class Meeting (whichever is the later) at No.3 conference room at 24/F of Bank of Gansu Tower, No.525 Donggang West Road, Chengguan District, Lanzhou, Gansu Province, the PRC “Additional Tier One Capital” as defined in The Capital Rules for Commercial Banks (Provisional) promulgated by CBRC on June 7, 2012 for implementation as of January 1, 2013 “Administrative Measures” the Administrative Measures on the Pilot Program for Preference Shares (優先股試點管理辦法) issued by the CSRC on March 21, 2014 “AGM” or “2018 AGM” the annual general meeting of the Bank to be held at 9:00 a.m. on Monday, June 3, 2019 “Articles of Association” the articles of association of the Bank, as amended, modified or otherwise supplemented from time to time “Bank” Bank of Gansu Co., Ltd.*, a joint stock company incorporated in the PRC with limited liability and whose H Shares are listed on the Main Board of the Stock Exchange “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 “CBRC” the former China Banking Regulatory Commission (原中國銀行業監 督管理委員會) – ii – DEFINITIONS “Class Meeting(s)” the 2019 First Domestic Shareholders Class Meeting and the 2019 First H Shareholders Class Meeting “Company Law” the PRC Company Law “CSRC” China Securities Regulatory Commission “Director(s)” the director(s) of the Bank “Domestic Share(s)” ordinary shares in the ordinary share capital of the Bank, with a nominal value of RMBl.00 each, which are subscribed for or credited as paid in Renminbi “Exchange Rate” RMB1.00 to HK$1.1707, as quoted by China Foreign Exchange Trading System for the one trading day immediately preceding the announcement date of the Board resolution on the Plan for Offshore Preference Share Issuance (i.e. March 26, 2019) “H Share(s)” the overseas listed foreign shares with a nominal value of RMB1.00 each in the ordinary share capital of the Bank which are listed on the Stock Exchange and traded in Hong Kong in Hong Kong dollars (stock code: 2139) “H Shareholder(s)” holders of H Share(s) “Hong Kong dollars” or “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “IFRS” the International Accounting Standards, International Financial Reporting Standards, amendments and the related interpretations issued by the International Accounting Standards Board “Independent Director(s)” or the independent non-executive director(s) of the Bank “Independent Non-executive Director(s)” “Joint Guidelines” the Guidelines on Commercial Banks’ Replenishment of Tier One Capital through Issuance of Preference Shares jointly promulgated by CBRC and CSRC on April 3, 2014 – iii – DEFINITIONS “Latest Practicable Date” April 12, 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange (as amended from time to time) “Offshore Preference Shares” the preference shares of an aggregate amount of not more than RMB100 million or its equivalent, proposed to be issued by the Bank in the offshore market pursuant to the Plan for
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