中國光大銀行股份有限公司 China Everbright Bank Company Limited (A Joint Stock Company Incorporated in the People’S Republic of China with Limited Liability) (Stock Code: 6818)

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in China Everbright Bank Company Limited, you should at once hand this circular together with the accompanying proxy form and the reply slip to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

中國光大銀行股份有限公司 China Everbright Bank Company Limited (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock code: 6818)

2015 WORK REPORT OF THE BOARD OF DIRECTORS 2015 WORK REPORT OF THE BOARD OF SUPERVISORS BUDGET PLAN OF FIXED ASSET INVESTMENT FOR THE YEAR 2016 AUDITED ACCOUNTS REPORT FOR THE YEAR 2015 PROFIT DISTRIBUTION PLAN FOR THE YEAR 2015 REMUNERATION STANDARDS OF THE DIRECTORS FOR THE YEAR 2015 REMUNERATION STANDARDS OF THE SUPERVISORS FOR THE YEAR 2015 PROVISION OF GUARANTEE TO JIANGSU HUAI’AN EVERBRIGHT VILLAGE BANK CO., LTD. AMENDMENTS TO THE PLAN OF AUTHORISATION BY SHAREHOLDERS’ GENERAL MEETING TO BOARD OF DIRECTORS CHANGE OF SESSION OF BOARD OF DIRECTORS AND BOARD OF SUPERVISORS AND RE-GRANT OF SPECIFIC MANDATE IN RELATION TO THE ISSUANCE OF DOMESTIC PREFERENCE SHARES

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

The letter from the Board and the letter from the Independent Board Committee are set out respectively on pages 4 to 23 and pages 24 to 25 of this circular. The letter from Gram Capital is set out on pages 26 to 39 of this circular, which contains its advice to the Independent Board Committee and Independent Shareholders. Notices convening the AGM and the H Shareholders Class Meeting to be held at the conference room of 3rd Floor, Tower A, China Everbright Center, No. 25 Taipingqiao Avenue, Xicheng District, Beijing, PRC on Wednesday, 29 June 2016 at 9:30 a.m., together with the relevant reply slips and proxy forms, have been sent to the Shareholders on 13 May 2016. The notice of AGM and H Shareholders Class Meeting are enclosed to this circular for your reference. If you intend to appoint a proxy to attend the AGM and the H Shareholders Class Meeting, you are required to complete and return the relevant proxy forms in accordance with the instructions printed thereon. For holder of H Shares, the proxy forms should be returned to Computershare Hong Kong Investor Services Limited in person or by post not less than 24 hours before the time appointed for holding the AGM and the H Shareholders Class Meeting or any adjourned meeting thereof. Completion and return of the proxy forms will not preclude you from attending and voting in person at the AGM and the H Shareholders Class Meeting or at any adjourned meeting should you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked. 8 June 2016 CONTENTS

Page

DEFINITIONS ...... 1

LETTER FROM THE BOARD ...... 4

1. INTRODUCTION ...... 5

2. 2015 WORK REPORT OF THE BOARD OF DIRECTORS ...... 5

3. 2015 WORK REPORT OF THE BOARD OF SUPERVISORS ...... 5

4. BUDGET PLAN OF FIXED ASSET INVESTMENT FOR THE YEAR 2016 . . . . . 5

5. AUDITED ACCOUNTS REPORT FOR THE YEAR 2015 ...... 5

6. PROFIT DISTRIBUTION PLAN FOR THE YEAR 2015 ...... 8

7. REMUNERATION STANDARDS OF THE DIRECTORS FOR THE YEAR 2015 ...... 9

8. REMUNERATION STANDARDS OF THE SUPERVISORS FOR THE YEAR 2015 ...... 10

9. PROVISION OF GUARANTEE TO JIANGSU HUAI’AN EVERBRIGHT VILLAGE BANK CO., LTD...... 11

10. AMENDMENTS TO THE PLAN OF AUTHORISATION BY SHAREHOLDERS’ GENERAL MEETING TO BOARD OF DIRECTORS . . . . . 12

11. CHANGE OF SESSION OF BOARD OF DIRECTORS AND BOARD OF SUPERVISORS ...... 12

12. RE-GRANT OF SPECIFIC MANDATE IN RELATION TO THE ISSUANCE OF DOMESTIC PREFERENCE SHARES ...... 14

13. THE AGM AND H SHAREHOLDERS CLASS MEETING ...... 21

14. CLOSURE OF REGISTER OF MEMBERS FOR THE AGM AND H SHAREHOLDERS CLASS MEETING ...... 22

15. CLOSURE OF REGISTER OF MEMBERS FOR THE DISTRIBUTION OF 2015 FINAL DIVIDEND ...... 22

16. RECOMMENDATIONS ...... 22

- i - CONTENTS

Page

LETTER FROM THE INDEPENDENT BOARD COMMITTEE ...... 24

LETTER FROM GRAM CAPITAL ...... 26

APPENDIX I – 2015 WORK REPORT OF THE BOARD OF DIRECTORS ...... 40

APPENDIX II – 2015 WORK REPORT OF THE BOARD OF SUPERVISORS ...... 48

APPENDIX III – PLAN OF AUTHORISATION BY SHAREHOLDERS’ GENERAL MEETING TO BOARD OF DIRECTORS ...... 58

APPENDIX IV – BIOGRAPHIES OF PROPOSED DIRECTORS FOR THE SEVENTH SESSION OF THE BOARD OF DIRECTORS . . . . 62

APPENDIX V – BIOGRAPHIES OF PROPOSED SUPERVISORS FOR THE SEVENTH SESSION OF THE BOARD OF SUPERVISORS . . . 72

APPENDIX VI – GENERAL INFORMATION ...... 76

APPENDIX VII – PREFERENCE SHARES ISSUANCE PLAN ...... 78

NOTICE OF THE 2015 ANNUAL GENERAL MEETING ...... 93

NOTICE OF THE 2016 FIRST H SHAREHOLDERS’ CLASS MEETING ...... 97

- ii - DEFINITIONS

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

“A Share(s)” ordinary shares of RMB1.00 each in the share capital of the Company which are listed on the Shanghai Stock Exchange and traded in RMB

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

“AGM” the annual general meeting for 2015 of the Company to be held at the conference room of 3rd Floor, Tower A, China Everbright Center, No. 25 Taipingqiao Avenue, Xicheng District, Beijing, PRC on Wednesday, 29 June 2016 at 9:30 a.m.

“Board” the board of directors of the Company

“CBRC” China Banking Regulatory Commission (中國銀行業監督管理委員會)

“Company” China Everbright Bank Company Limited (中國光大銀行股份有限公司), a joint stock limited company incorporated in the PRC and the H Shares and A Shares of which are listed on the Hong Kong Stock Exchange (stock code: 6818) and the Shanghai Stock Exchange (stock code: 601818), respectively

“connected person(s)” has the meaning ascribed to it under the Hong Kong Listing Rules

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

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

“Domestic Preference Shares the domestic non-public issuance of Preference Shares by the Issuance” Company according to the Preference Shares Issuance Plan

“Everbright Group” China Everbright Group Limited (中國光大集團股份公司), a joint stock company restructured and incorporated under the laws of the PRC on 8 December 2014, a substantial shareholder of the Company

“Gram Capital” or “Independent Gram Capital Limited, a licensed corporation to carry out Type 6 Financial Adviser” (advising on corporate finance) regulated activity under the Securities and Futures Ordinance (Cap. 571 of Hong Kong Laws), being the independent financial adviser to the Independent Board Committee and the Independent Shareholders regarding the re-grant of Specific Mandate

- 1 - DEFINITIONS

“H Share(s)” overseas listed foreign shares of RMB1.00 each in the share capital of the Company which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars

“H Shareholders Class Meeting” the first H shareholders’ class meeting for 2016 of the Company to be held at the conference room of 3rd Floor, Tower A, China Everbright Center, No. 25 Taipingqiao Avenue, Xicheng District, Beijing, PRC on Wednesday, 29 June 2016 at 9:30 a.m. (or immediately after the conclusion or adjournment of the AGM and the first A shareholders class meeting for 2016 of the Company)

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

“Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

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

“Huijin” Central Huijin Investment Ltd. (中央匯金投資有限責任公司)

“Independent Board Committee” means a committee of independent non-executive Directors of the Company appointed to advise the Independent Shareholders on the re-grant of Specific Mandate

“Independent Shareholders” means all Shareholders other than Everbright Group and its associates

“Latest Practicable Date” 2 June 2016

“Original Specific Mandate” the specific mandate in relation to Domestic Preference Shares Issuance considered and approved at the 2014 third extraordinary general meeting, 2014 First A Shareholders’ Class Meeting and 2014 First H Shareholders’ Class Meeting of the Company on 23 December 2014, which had expired in December 2015

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

“Preference Share(s)” means the domestic preference shares to be allotted and issued by the Company, with a par value of RMB100 each, pursuant to the Preference Shares Issuance Plan

- 2 - DEFINITIONS

“Preference Shares Issuance Plan” the issue plan of Preference Shares of the Company, the details of which are contained in the circular of the Company dated 8 December 2014 and which was approved by the Shareholders on 23 December 2014

“RMB” Renminbi, the lawful currency of the PRC

“Shareholder(s)” holder(s) of share(s) of the Company

“Specific Mandate” the specific mandate in relation to the subsequent tranches of the Domestic Preference Shares Issuance (including the Subscription) to be considered and approved at the AGM, A Shareholders’ Class Meeting and H Shareholders Class Meeting of the Company to be convened

“Subscription” means the proposed subscription of Preference Shares by Everbright Group pursuant to the Subscription Agreement

“Subscription Agreement” means the conditional subscription agreement entered into between Everbright Group and the Company on 31 October 2014, under which, as part of the Domestic Preference Shares Issuance, Everbright Group agrees to subscribe for, and the Company agrees to issue, up to 10 million Preference Shares at the subscription price of RMB100 per share

“%” means per cent

- 3 - LETTER FROM THE BOARD

中國光大銀行股份有限公司 China Everbright Bank Company Limited (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock code: 6818)

Executive Director: Registered Office: Mr. MA Teng China Everbright Center No. 25 and 25A Taipingqiao Avenue Non-executive Directors: Xicheng District Mr. TANG Shuangning Beijing 100033, China Mr. GAO Yunlong Mr. WU Jian Place of Business in Hong Kong: Mr. WU Gang 30/F Ms. WANG Shumin Far East Finance Centre Mr. WU Gaolian 16 Harcourt Road Mr. ZHAO Wei Admiralty Mr. YANG Jigui Hong Kong

Independent non-executive Directors: Mr. ZHANG Xinze Mr. QIAO Zhimin Mr. XIE Rong Ms. FOK Oi Ling Catherine Mr. XU Hongcai Mr. FENG Lun

8 June 2016

To the Shareholders

Dear Sir or Madam,

- 4 - LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding the proposal of matters below, which will be submitted to the AGM and the H Shareholders Class Meeting (as applicable) for consideration and approval.

2. 2015 WORK REPORT OF THE BOARD OF DIRECTORS

The full text of the 2015 Work Report of the Board is set out in Appendix I to this circular.

3. 2015 WORK REPORT OF THE BOARD OF SUPERVISORS

The full text of the 2015 Work Report of the Board of Supervisors is set out in Appendix II to this circular.

4. BUDGET PLAN OF FIXED ASSET INVESTMENT FOR THE YEAR 2016

In order to support and meet the needs of the business development, in accordance with relevant state policies, the Company will give priority to satisfying the needs of fixed-asset investments in network construction and information technology, while strictly controlling general fixed-asset investments in office buildings and transportation. The budget of fixed assets investment in 2016 is RMB2.94 billion, including RMB1.41 billion for the construction of office buildings (including R&D center and cloud computing center), RMB600 million for IT investment, RMB480 million for channel building, RMB450 million for office equipment upgrade, the details of which are as follows:

Items 2016 budget (Unit: RMB100 million)

Construction of office buildings 14.1 IT investment 6.0 Channel building 4.8 Office equipment upgrade 4.5 Total 29.4

5. AUDITED ACCOUNTS REPORT FOR THE YEAR 2015

During the reporting period, facing the complex and volatile external environment, the Company implemented the deployment and requirements of the Board. Adopting “making progress while maintaining stability” as an overall tone of the work while adhering to the “deposits-based” operation strategy, the Company actively promoted assets investment, deepened structural adjustment, improved quality of development, increased revenue, decreased expenses, enhanced operating efficiency, and strengthened risk management and control, consolidated foundation of development. With the joint efforts of all staff, the Company achieved rapid growth in its business throughout the year with a continuous improvement in its income levels. The budget task determined by the Board was completed well with profits improved and all types of risks controllable overall, thereby making progress and achieving positive results while maintaining stability.

- 5 - LETTER FROM THE BOARD

(1) Assets and Liabilities

Unit: RMB100 million As at the As at the end of 2015 end of 2014 Increase Growth rate

Assets 31,677.10 27,370.10 4,307.00 15.74% Of which: loans 15,135.43 12,994.55 2,140.88 16.48% Liabilities 29,436.63 25,575.27 3,861.36 15.10% Of which: general deposits 19,938.43 17,853.37 2,085.06 11.68% Owners’ equity 2,240.47 1,794.83 445.64 24.83%

As at the end of 2015, the total assets of the Company amounted to RMB3,167.710 billion, representing an increase of 15.74% or RMB430.700 billion as compared to the end of the previous year. The balance of various loans reached RMB1,513.543 billion, representing an increase of 16.48% or RMB214.088 billion as compared with the previous year.

As at the end of 2015, the Company’s total liabilities reached RMB2,943.663 billion, representing an increase of 15.10% or RMB386.136 billion as compared with the end of the previous year. General deposits reached RMB1,993.843 billion, representing an increase of 11.68% or RMB208.506 billion as compared with the previous year. Owners’ equity of the Company was RMB224.047 billion, representing an increase of 24.83% or RMB44.564 billion as compared with the end of the previous year.

(2) Asset Quality

Unit: RMB100 million As at the As at the end of 2015 end of 2014 Change

Non-performing loan 243.75 155.25 88.50 Non-performing loan ratio 1.61% 1.19% 0.42% Credit Provision 381.19 280.25 100.94 Provision-to-loan ratio 2.52% 2.16% 0.36% Credit provision coverage ratio 156.39% 180.52% -24.13%

As at the end of 2015, the Company’s non-performing loans amounted to RMB24,375 million, representing an increase of RMB8,850 million as compared with the end of the previous year. Non- performing loan ratio was 1.61%, up by 0.42 percentage point as compared with the end of the previous year.

- 6 - LETTER FROM THE BOARD

As at the end of 2015, the various credit provisions of the Company reached RMB38,119 million, representing an increase of RMB10,094 million as compared to the end of the previous year. The provision-to-loan ratio was 2.52%, an increase of 0.36 percentage point as compared with the end of the previous year. The credit provision coverage ratio was 156.39%, a decrease of 24.13 percentage points as compared to the end of the previous year.

(3) Financial Balance

Unit: RMB100 million 2015 2014 Increase Growth rate

Operating income 931.59 785.31 146.28 18.63% Of which: Net interest income 664.59 582.59 82.00 14.08% Net fee and commission income 263.01 191.57 71.44 37.29% Operating expenses 539.19 401.15 138.04 34.41% Of which: Operating fees 250.70 234.16 16.54 7.06% Provision expenses 216.52 102.09 114.43 112.09% Operating profit 392.40 384.16 8.24 2.14% Net profit 295.77 289.28 6.49 2.24%

In 2015, the operating income of the Company was RMB93,159 million, representing an increase of RMB14,628 million or 18.63% as compared to the previous year. The net interest income was RMB66,459 million, representing an increase of RMB8,200 million or 14.08% compared to the precious year. The net fee and commission income was RMB26,301 million, representing an increase of RMB7,144 million or 37.29% as compared to the previous year.

In 2015, the incurred operating expenses of the Company were RMB53,919 million, representing an increase of RMB13,804 million or 34.41% as compared to the previous year. The operating fees were RMB25,070 million, representing an increase of RMB1,654 million or 7.06% as compared to the previous year. The cost-income ratio was 26.91%, representing a decrease of 2.91 percentage points as compared with the previous year. The provision expenses were RMB21,652 million, representing an increase of RMB11,443 million or 112.09% as compared to the previous year.

In 2015, the operating profit of the Company was RMB39,240 million, representing an increase of RMB824 million or 2.14% as compared to the previous year. The net profit was RMB29,577 million, representing an increase of RMB649 million or 2.24% as compared to the previous year. The average return on total assets was 1.00%, a 0.12 percentage point decrease as compared to the previous year. The average return on net assets was 15.50%, representing a decrease of 1.86 percentage points as compared with the previous year.

- 7 - LETTER FROM THE BOARD

(4) Capital adequacy

Unit: RMB As at the As at the end of 2015 end of 2014 Change

Net assets per share 4.36 3.83 0.53 Core tier-1 capital adequacy ratio 9.24% 9.34% -0.10% Tier-1 capital adequacy ratio 10.15% 9.34% 0.81% Capital adequacy ratio 11.87% 11.21% 0.66%

As at the end of 2015, the net assets per share of the Group reached RMB4.36, representing an increase of RMB0.53 as compared to the previous year. The core tier-1 capital adequacy ratio, as measured according to the Administrative Measures for the Capital of Commercial Banks (Trial) (商業銀行資本管理辦法（試行）), reached 9.24%, a decrease of 0.10 percentage point as compared to the previous year; the tier-1 capital adequacy ratio was 10.15%, an increase of 0.81 percentage point as compared to the previous year; the capital adequacy ratio was 11.87%, an increase of 0.66 percentage point as compared to the previous year, reflecting the significant improvement of the capital strength.

6. PROFIT DISTRIBUTION PLAN FOR THE YEAR 2015

Subject to regulatory requirements, by taking into account of the shareholders’ interests and the Company’s long-term development and in accordance with the Companies Law of the PRC, the Securities Law of the PRC, as well as the related requirements of the Articles of Association of China Everbright Bank Company Limited, the Company hereby proposes the profit distribution plan for the year 2015 as follows:

1. RMB2,914,401 thousand which amounts to 10% of RMB29,144,010 thousand, the net profit at the Company’s level in 2015, to be appropriated to the statutory surplus reserve fund.

2. RMB6,368,048 thousand to be appropriated to the general reserve in 2015 in accordance with relevant requirements of the Ministry of Finance.

3. A cash dividend of RMB1.90 per 10 shares (before tax), amounting to an aggregate of RMB8,869,028 thousand, to be distributed to all existing ordinary shareholders, which accounted for 30.04% of the consolidated net profit attributable to the equity shareholders of the Company. The cash dividends will be denominated and declared in Renminbi, and distributed to shareholders of A shares in Renminbi, and distributed to shareholders of H shares in Hong Kong Dollar. The exchange rate for the calculation of actual distribution amount in Hong Kong Dollar is based on the average benchmark exchange rate of Renminbi against Hong Kong Dollar as published by the People’s Bank of China one week preceding the date of the AGM (including the day of the AGM).

4. No capital reserve shall be converted into share capital of the Company for 2015.

- 8 - LETTER FROM THE BOARD

7. REMUNERATION STANDARDS OF THE DIRECTORS FOR THE YEAR 2015

In accordance with the relevant requirements of the Articles of Association of the Company and the performance of duties by the Directors, the proposed remuneration standards of the Directors for the year 2015 are set out below:

Unit: RMB ten thousand Remuneration standards for 2015 Name Position (before tax)

Tang Shuangning Chairman – Gao Yunlong Vice Chairman – Ma Teng Executive Director, Vice President – Wu Jian Non-executive Director – Wu Gang Non-executive Director – Wang Shumin Non-executive Director – Wu Gaolian Non-executive Director – Zhao Wei Non-executive Director – Yang Jigui Non-executive Director – Zhang Xinze Independent Director – Qiao Zhimin Independent Director 39.00 Xie Rong Independent Director 37.00 Fok Oi Ling Catherine Independent Director 37.00 Xu Hongcai Independent Director – Feng Lun Independent Director 28.33

Resigned Directors Zhao Huan Former Executive Director, President – Narentuya Former Non-executive Director – Wang Zhongxin Former Non-executive Director –

Note:

1. The Chairman, Vice Chairman and Non-executive Directors do not receive remuneration from the Company. The remuneration of Mr. Ma Teng, Executive Director, is determined with reference to the remuneration standards of senior management.

2. Mr. Zhao Huan resigned as an Executive Director and President of the Company on 14 January 2016. His remuneration for 2015, which is determined with reference to the remuneration standards of senior management in accordance with the relevant national requirements, is yet to be confirmed.

3. Since 2013, the remuneration standards of independent directors have included a basic remuneration of RMB280,000/person/year (before tax), plus an allowance of RMB30,000/position/year (before tax) for chairmen of the Special Committees of the Board and an allowance of RMB20,000/position/year (before tax) for members of the Special Committees of the Board. A director acting as chairman or member of more than one committee can receive remuneration on a cumulative basis.

- 9 - LETTER FROM THE BOARD

4. In 2015, Zhang Xinze, Independent Director, and Xu Hongcai, Independent Director, did not receive any remuneration from the Company.

5. Ms. Narentuya resigned as a Non-executive Director of the Board of Directors of the Company on 16 July 2015 and has no longer fulfilled her duties as a Director.

6. Mr. Wang Zhongxin resigned as a Non-executive Director of the Board of Directors of the Company on 24 August 2015 and has no longer fulfilled his duties as a Director.

8. REMUNERATION STANDARDS OF THE SUPERVISORS FOR THE YEAR 2015

In accordance with the relevant requirements of the Articles of Association of the Company and the performance of duties by the Supervisors, the proposed remuneration standards of the Supervisors for the year 2015 are set out below:

Unit: RMB ten thousand Remuneration standards for 2015 Name Position (before tax)

Li Xin Chairman of the Board of Supervisors, Shareholder Representative Supervisor 21.82 Mu Huijun Vice Chairman of the Board of Supervisors, Employee Representative Supervisor 129.60 Yin Lianchen Shareholder Representative Supervisor – Wu Junhao Shareholder Representative Supervisor – Yu Erniu External Supervisor 30.00 James Parks Stent External Supervisor 30.00 Chen Yu Employee Representative Supervisor – Ye Donghai Employee Representative Supervisor – Ma Ning Employee Representative Supervisor –

Resigned Supervisor Cai Haoyi Chairman of the Board of Supervisors, Shareholder Representative Supervisor 65.45

Note:

1. Shareholder Representative Supervisors (except Chairman of the Board of Supervisors) do not receive remuneration from the Company.

2. Since 2013, the remuneration standards of External Supervisors have included a basic remuneration of RMB250 thousand/person/year (before tax), plus an allowance of RMB30 thousand/position/year (before tax) for chairmen of the Special Committees of the Board of Supervisors and an allowance of RMB20 thousand/ position/year (before tax) for members of the Special Committees of the Board of Supervisors. A Supervisor acting as chairman or member of more than one committee can receive remunerations on a cumulative basis.

- 10 - LETTER FROM THE BOARD

3. The Employee Representative Supervisor received post salary in the capacity as an employee, but did not receive any remuneration in his/her capacity as an Employee Representative Supervisor.

4. According to the relevant regulations, the remunerations of the Chairman and Vice Chairman of the Board of Supervisors for 2015 are determined with reference to the remuneration standards of the senior management of the Company. The total amount is yet to be confirmed and will be disclosed once confirmed. The remuneration of Chairman and Vice Chairman of the Board of Supervisors and is calculated based on their actual term of service.

9. PROVISION OF GUARANTEE TO JIANGSU HUAI’AN EVERBRIGHT VILLAGE BANK CO., LTD.

I. Information of the Guarantee

Jiangsu Huai’an Everbright Village Bank Co., Ltd. (the “Huai’an Everbright Village Bank”) proposes to apply for agriculture supporting re-lending loan of RMB70 million from Huai’an Central Branch of The People’s Bank of China. The Company proposes to provide a guarantee for the re- lending loan.

II. Information on Guaranteed Party

1. Basic Information

Company name: Jiangsu Huai’an Everbright Village Bank Co., Ltd.

Registered Address: No.2 Yonghuai East Road, Huai’an District, Huai’an City

Legal Representative: Gong Xiaoyuan

Scope of Business: taking deposits from the public, granting short-term, medium-term and long-term loans, effecting domestic payment settlements, accepting and discounting instruments, engaging in interbank lending, engaging in bank card business, acting as issuance agent, cashing agent or underwriter of government bonds, collecting and making payment as agent and acting as insurance agent, and any other businesses approved by China Banking Regulatory Commission.

Basic Information: the bank was established on February 2013, with a registered capital of 100 million, of which 70% is held by the Company. As at the end of December 2015, the bank had a total assets of RMB920 million, total liabilities of RMB810 million, owners’ equity of RMB110 million, and recorded a net profit of RMB4.30 million for 2015.

2. Relationship with the Company

Huai’an Everbright Village Bank was established on February 2013, it is held as to 70% by the Company, and is a subsidiary of the Company.

- 11 - LETTER FROM THE BOARD

III. Key Terms of the Guarantee

1. Amount of the guarantee: up to RMB70 million (subject to approval by the People’s Bank of China)

2. Term of guarantee: 1 year from the date of execution of the re-lending agreement

3. Use of guaranteed loan: agricultural areas

4. Form of guarantee: guarantee

5. Type of guarantee: joint liability

6. There is no counter guarantee under this guarantee.

According to the relevant requirements under the “Notice on Regulating External Guarantees By Listed Companies” (Zheng Jian Fa [2005] No. 120) issued by CSRC, the guarantee to be provided by listed companies for a guaranteed party with gearing ratio exceeding 70% shall be submitted to the board of directors and the shareholders’ general meeting for approval.

The guarantee does not constitute any notifiable or connected transaction under Chapter 14 and 14A of the Hong Kong Listing Rules.

10. AMENDMENTS TO THE PLAN OF AUTHORISATION BY SHAREHOLDERS’ GENERAL MEETING TO BOARD OF DIRECTORS

With the purpose of regulating the matters relating to authorisation by shareholders’ general meeting to the Board, the Company formulated the “Plan of Authorisation by Shareholders’ General Meeting to Board of Directors” (the “Plan of Authorisation”) in October 2008 and amended the same for the first time in May 2013.

To further enhance the completeness of the items for authorisation and the reasonableness of scope of authorisation, the Company hereby proposes to make further amendments to the Plan of Authorisation based on the usual managerial and business operation.

Please refer to Appendix III for the amended version of the Plan of Authorisation.

11. CHANGE OF SESSION OF BOARD OF DIRECTORS AND BOARD OF SUPERVISORS

Reference is made to (i) the announcement of the Company dated 25 September 2015 in relation to Proposed Re-election and Appointment of Directors and Supervisors and (ii) the Announcement on Withdrawal of Proposed Resolutions for the 2015 First Extraordinary General Meeting of the Company dated 30 October 2015.

- 12 - LETTER FROM THE BOARD

Proposed Re-election of Directors and Supervisors

The Company was informed that, among the Directors and the Supervisors of the Sixth Session of the Board of Directors and the Board of Supervisors:

(i) Mr. Wu Jian, Ms. Wang Shumin, Mr. Wu Gaolian and Mr. Zhang Xinze will retire and will not stand for re-election as Directors of the Seventh Session of the Board of Directors; and

(ii) Mr. James Parks Stent will retire and will not stand for re-election as Supervisor of the Seventh Session of the Board of Supervisors.

The other Directors and Supervisors of the Sixth Session of the Board of Directors and the Board of Supervisors (save for the Employee Representative Supervisors of the Board of Supervisors) have confirmed that they will offer themselves for re-election at the AGM of the Company.

Since the retirement of Mr. Zhang Xinze would result in the number of independent non- executive directors on the Board of Directors falling below the quorum provided by applicable laws and rules, Mr. Zhang Xinze will continue to perform his duties as an Independent Non-executive Director until the appointment of a newly appointed Independent Non-executive Director becomes effective.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the retiring Directors and Supervisors have no disagreements with the Board of Directors and the Board of Supervisors and there are no matters that need to be brought to the attention of the Shareholders.

Proposed Appointment of Directors and Supervisors

In addition to the proposed re-election of Directors and Supervisors, the Board of Directors and the Board of Supervisors have respectively proposed the following new appointments to constitute the Seventh Session of the Board of Directors and the Board of Supervisors:

(i) Mr. Liu Jun, Mr. Zhang Shude and Mr. Li Huaqiang as Non-executive Directors;

(ii) Mr. Zhang Jinliang and Ms. Li Jie as Executive Directors; and

(iii) Mr. Wu Gaolian and Mr. Deng Ruilin as External Supervisors.

Employee Representative Supervisors

The Employee Representative Supervisors of the Seventh Session of the Board of Supervisors will be elected at the Company’s staff representative meeting to be convened.

Please refer to Appendix IV and V for the biographies of the proposed candidates for the seventh session of the board of directors and the board of supervisors of the Company, respectively.

- 13 - LETTER FROM THE BOARD

12. RE-GRANT OF SPECIFIC MANDATE IN RELATION TO THE ISSUANCE OF DOMESTIC PREFERENCE SHARES

I. Background

Reference is made to the announcement in relation to the Domestic Preference Shares Issuance and related connected transaction dated 31 October 2014, the circular in relation to the Domestic Preference Shares Issuance and related connected transaction dated 8 December 2014, the announcement on the related resolutions passed at the Shareholders’ general meeting dated 23 December 2014 and the announcement in relation to the completion of the issuance of the first tranche of Domestic Preference Shares Issuance dated 2 July 2015 of the Company.

On 23 December 2014, the “Resolution on the Proposal for the Domestic Non-Public Issuance of Preference Shares by China Everbright Bank Company Limited” was passed at the 2014 third extraordinary general meeting, 2014 First A Shareholders’ Class Meeting and 2014 First H Shareholders’ Class Meeting of the Company, proposing the non-public Domestic Preference Shares Issuance not exceeding 300 million shares in aggregate and the aggregate amount of proceeds shall not exceed RMB30 billion. The validity period of the Original Specific Mandate to the Board in relation to the Domestic Preference Shares Issuance is 12 months from the date of passing such resolution at the Shareholders’ general meeting and class meetings.

In July 2015, the Company completed the non-public issuance of 200 million domestic Preference Shares, with total proceeds of RMB20 billion. As for the issuance of this tranche, the coupon rate was determined at 5.30%, the initial mandatory conversion price was RMB2.72 per share, and there has been no subsequent adjustment to mandatory conversion price. After deduction of the expenses relating to the issuance, the total net proceeds amount to RMB19.965 billion, which was fully used for the replenishment of the Company’s tier-1 capital.

II. Re-grant of the Specific Mandate in Relation to the Domestic Preference Shares Issuance

(1) Re-grant of the Specific Mandate

The Original Specific Mandate had expired in December 2015. To carry out the subsequent tranches of the Domestic Preference Shares Issuance in accordance with the Preference Shares Issuance Plan, the Board passed a resolution on 29 March 2016 to propose to a Shareholders’ general meeting and class meetings to grant the Specific Mandate to the Board, to handle all matters relating to the issuance of the subsequent tranches of the Domestic Preference Shares Issuance individually or jointly under the framework and principles as considered and approved by the Shareholders’ general meeting and class meetings. The validity period of the Specific Mandate shall be 12 months commencing from the effective date of the Shareholders’ resolutions. The Board will, according to the progress of the Domestic Preference Shares Issuance, seek a new mandate from the Shareholders before the expiry of the validity period if necessary.

- 14 - LETTER FROM THE BOARD

(2) Key terms of the subsequent tranches of Domestic Preference Shares Issuance

The aggregate number of the Preference Shares to be issued in the subsequent tranches of the Domestic Preference Shares Issuance shall not exceed 100 million shares and the aggregate amount of proceeds shall not exceed RMB10 billion.

Other than the above, the terms of the subsequent tranches of the Domestic Preference Shares Issuance will be the same as that as approved in the “Resolution on the Proposal for the Domestic Non-Public Issuance of Preference Shares by China Everbright Bank Company Limited” passed at the 2014 third extraordinary general meeting, 2014 First A Shareholders’ Class Meeting and 2014 First H Shareholders’ Class Meeting of the Company. Please refer to the Appendix VII of this circular for the details of such terms of the Domestic Preference Shares Issuance.

The closing price of A Shares and H Shares of the Company on 29 March 2016 was RMB3.67 and HKD3.51 respectively.

(3) Reasons for and benefits of the Subsequent Tranches of Preference Shares Issuance

The Company always remains committed to the core philosophy for capital saving, paid-use of capital and maximization of return after risk adjustment, and abides by the capital replenishment strategy aimed at “focusing on internal resources supplemented by external resources”. The level of return on capital is raised by expanding the core debts and increasing capital gains. A reasonable and stable dividend payout policy is formulated to step up internal resource-based capital replenishment, while progressively carrying out external capital replenishment at different levels. Pursuant to Basel III, the Capital Rules classify the capital levels of commercial banks into core tier-1 capital, additional tier-1 capital and tier-2 capital. The subsequent tranches of the Domestic Preference Shares Issuance will effectively replenish the capital of the Company while optimizing its capital structure, and lay a solid foundation for the realization of the strategic goals of the Company.

Taking into account all the factors above, the Directors are of the view that the terms and conditions of the subsequent tranches of the Domestic Preference Shares Issuance are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

III. Connected Transaction – the Subscription

According to the Preference Shares Issuance Plan, on 31 October 2014, the Company entered into the Subscription Agreement with Everbright Group, pursuant to which, as part of the Domestic Preference Shares Issuance, the Company has conditionally agreed to issue and Everbright Group has conditionally agreed to subscribe in cash for an aggregate of up to 10,000,000 Preference Shares at the subscription price of RMB100 per share, which is the par value of each Preference Share, with a total subscription price of up to RMB1 billion.

The Subscription was considered and approved by the Shareholders on 23 December 2014 and approved by relevant regulatory authorities (including CBRC and CSRC) in the PRC.

- 15 - LETTER FROM THE BOARD

Having taken into consideration its financial status and arrangements of capital deployment, Everbright Group did not participate in the subscription of the first tranche of the Domestic Preference Shares Issuance completed in July 2015 of the Company. The Subscription may be made as part of the subsequent tranches of the Domestic Preference Shares Issuance.

(1) Subscription Agreement

Date:

31 October 2014

Parties

(1) the Company (as the issuer); and

(2) Everbright Group (as the subscriber).

Number of Preference Shares subscribed for

Under the Subscription Agreement, as part of the Domestic Preference Shares Issuance, Everbright Group will subscribe for an aggregate of up to 10 million domestic Preference Shares (the exact amount of Preference Shares to be subscribed for will be agreed and determined between Everbright Group and the Company but in any event shall not exceed the amount as approved by competent regulatory authorities).

Subscription price

As part of the Domestic Preference Shares Issuance and according to the Preference Shares Issuance Plan, the Preference Shares will be issued at their par value, i.e. RMB100, and therefore the subscription price is RMB100 per share.

The subscription price of RMB100 will, pursuant to the terms of the Subscription Agreement, be paid in cash in one lump sum into the bank account as designated by the Company when the Company issues the Preference Shares to Everbright Group after the Subscription Agreement becomes unconditional.

Conditions precedent to the Subscription

The Subscription is conditional upon:

(1) the Board and Shareholders of the Company duly approving the Preference Shares Issuance Plan and the Subscription Agreement according to applicable laws and regulations;

(2) the relevant governmental and regulatory authorities approving the Subscription; and

- 16 - LETTER FROM THE BOARD

(3) CBRC approving the Preference Shares Issuance Plan; and

(4) CSRC approving the Preference Shares Issuance Plan.

All of the conditions above have been fulfilled.

Termination of the Subscription Agreement

The Subscription Agreement shall automatically be terminated when one or more events below occur:

(1) The parties enter into a written agreement to terminate the Subscription Agreement;

(2) The Preference Shares Issuance is terminated by the Company;

(3) The approval to be granted by CSRC expires as the Company fails to complete the Preference Shares Issuance within the validity period prescribed by CSRC; and

(4) The Company fails to complete the Preference Shares Issuance within the validity period (i.e. 36 months) prescribed in the shareholders’ resolution approving the Preference Shares Issuance Plan.

No application for listing of the Preference Shares

The Company will not apply for the listing on the Shanghai Stock Exchange of the Preference Shares to be subscribed by Everbright Group under the Subscription Agreement.

(2) Terms and conditions of Preference Shares under Subscription Agreement

The details of terms and conditions of the Preference Shares to be subscribed by Everbright Group under the Subscription Agreement, as part of the Domestic Preference Shares Issuance, are the same as the relevant terms and conditions of the Preference Shares Issuance Plan, which are set out in the Appendix VII of this circular.

- 17 - LETTER FROM THE BOARD

(3) Shareholding structure of the Company

The shareholding structure of the Company as at Latest Practicable Date and immediately after the completion of the Subscription (assuming the subsequent tranches of the Domestic Preference Shares Issuance of 100,000,000 Preference Shares (including 10 million Preference Shares) are fully subscribed and all the Preference Shares issued are converted) is as follows:

Immediately after the completion of the Subscription (assuming 100,000,000 Preference Shares As at Latest Practicable Date (including 10 million Preference (assuming the first tranche of Shares) are fully subscribed and Preference Shares issued are all the Preference Shares issued Shareholders As at Latest Practicable Date converted) are converted) Approximate Approximate Approximate percentage of percentage of percentage of the then the total the total enlarged total issued shares issued shares issued shares Number of of the Number of of the Number of of the Shares Company Shares Company Shares Company

A SHARES Non-public shares Huijin 10,880,609,394 23.31% 10,880,609,394 20.14% 10,880,609,394 18.85% Everbright Group 12,846,572,160 27.52% 12,846,572,160 23.78% 13,214,219,219 22.90% China Reinsurance 782,913,367 1.68% 782,913,367 1.45% 782,913,367 1.36%

Public shares Public shareholders 15,300,264,579 32.78% 22,653,205,755 41.92% 25,962,029,285 44.99%

Total issued A shares 39,810,359,500 85.29% 47,163,300,676 87.29% 50,839,771,265 88.10%

H SHARES Non-public shares Everbright Group 210,665,000 0.45% 210,665,000 0.39% 210,665,000 0.37% China Reinsurance 275,977,000 0.59% 275,977,000 0.51% 275,977,000 0.48%

Public shares Public shareholders 6,382,093,500 13.67% 6,382,093,500 11.81% 6,382,093,500 11.05%

Total issued H shares 6,868,735,500 14.71% 6,868,735,500 12.71% 6,868,735,500 11.90%

A+H SHARES Total issued shares 46,679,095,000 100% 54,032,036,176 100% 57,708,506,765 100%

- 18 - LETTER FROM THE BOARD

Note: The figures above are provided assuming that:

(i) no other shares would be issued or transferred after the date herein until the completion of the Subscription and the subsequent tranches of the Domestic Preference Shares Issuance.

(ii) The percentage figures above have been rounded off to the nearest second decimal place.

(iii) Numbers of shares in the “Total” do not include preference shares.

According to the Preference Shares Issuance Plan, holders of Preference Shares generally will not have voting right as the holders of the ordinary shares of the Company, while the voting right of holders of the Preference Shares can be restored in certain circumstances under the Preference Share Issuance Plan (please refer to the Appendix VII of this circular for further details). As far as the Preference Shares are concerned, assuming the full restoration of voting right in respect of the 10 million Preference Shares under the Subscription and no other Preference Share is issued under the Domestic Preference Shares Issuance, Everbright Group will be entitled to exercise approximately 0.78% of the total voting rights of the enlarged share capital of the Company; assuming the full restoration of voting right in respect of the 10 million Preference Shares under the Subscription and all the Preference Shares under the Domestic Preference Shares Issuance have been issued (i.e. 300 million Preference Shares), Everbright Group will be entitled to exercise approximately 0.64% of the total voting rights of the enlarged share capital of the Company.

(4) Reasons for and benefits of the Subscription

The Subscription to be made by Everbright Group, as the substantial shareholder of the Company and a “qualified investor” as defined under the Pilot Administrative Measures on Preference Shares, will bring various benefits for the Company and the Domestic Preference Shares Issuance:

(1) Participation by Everbright Group, as one of the major existing Shareholders of the Company, in the Domestic Preference Shares Issuance will demonstrate its solid confidence in the prospect of the Company;

(2) Participation by Everbright Group in the Domestic Preference Shares Issuance will help promote the confidence of other potential investors and subscribers in the market in the Preference Shares, whereby the successful completion of the entire Domestic Preference Shares Issuance will be better ensured;

(3) The successful completion of the entire Domestic Preference Share Issuance, as aforesaid, will be beneficial for the Company’s continuous compliance with applicable regulatory requirements on capital adequacy and will lay a solid foundation for the sustainable healthy development of the Company’s business operation, which are all in the interest of the Shareholders; and

- 19 - LETTER FROM THE BOARD

(4) According to applicable PRC laws and regulations in respect of issuance of preference shares, the Company discussed with Everbright Group for the potential subscription of Preference Shares and the parties reached an agreement that Everbright Group would subscribe for such number of Preference Shares that the total subscription price shall be no more than RMB1 billion, which, divided by the par value of RMB100 (being the issuance price for each Preference Share pursuant to the Preference Shares Issuance Plan), is no more than 10 million Preference Shares. The terms and conditions of the Subscription are agreed after arm’s length negotiations between the Everbright Group and the Company.

Taking into account all the factors above, the Directors are of the view that the terms and conditions of the Subscription, including the subscription price, are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

(5) Information of the parties

The Company was incorporated as a joint stock company with limited liability in the PRC and is one of the major commercial banks in the PRC, and primarily engages in the commercial banking business, including retail banking, corporate banking and treasury operation, etc.

Everbright Group is a state-owned enterprise established on 8 December 2014 after the restructuring from China Everbright (Group) Corporation, with its registered capital contributed by the Ministry of Finance of the PRC and Huijin and it is a subsidiary of Huijin. It is a financial conglomerate mainly engaged in investment and management operations of banks, securities companies, insurance companies and other financial institutions.

IV. Recent fund raising activities and use of proceeds

In July 2015, the Company completed the non-public issuance of 200 million domestic Preference Shares, with total proceeds of RMB20 billion. After deduction of the expenses relating to the issuance, the total net proceeds amount to RMB19.965 billion, which was fully used for the replenishment of the Company’s tier-1 capital. Please refer to the Company’s announcement dated 2 July 2015 for details.

On 25 September 2015, the Company entered into a H shares subscription agreement with Everbright Group and announced the connected transaction with Everbright Group in which Everbright Group proposed to subscribe for the non-publicly issued H shares of the Company. The net proceeds of such connected transaction (after deducting all applicable costs and expenses of such subscription) of approximately HK$19,555,400,000 will all be used for replenishing the core tier-1 capital of the Company. Such connected transaction has been approved by the Independent Shareholders of the Company and the approval by the regulatory authorities is pending. Please refer to the Company’s announcement dated 25 September 2015 for details.

Save for the above, the Company has not conducted any fund raising activities through any issue of equity securities within the 12 months immediately prior to the date herein.

- 20 - LETTER FROM THE BOARD

Assuming 10 million Preference Shares are subscribed by Everbright Group, the total proceeds of the Subscription will be approximately RMB1 billion, which is intended to be used for the replenishment of the Company’s tier-1 capital.

V. Listing rules implications

Pursuant to Rule 19A.38 of the Hong Kong Listing Rules, the re-grant of Specific Mandate is subject to the requirements of Shareholders’ approval in Shareholders’ general meeting and class meetings.

As at 29 February 2016, Everbright Group holds 11,184,315,034 shares of the Company, representing approximately 23.96% of the total issued share capital of the Company. Since Everbright Group is a substantial Shareholder of the Company, and hence a connected person of the Company, the Subscription constitutes a non-exempted connected transaction of the Company under the Hong Kong Listing Rules and is subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Hong Kong Listing Rules. In addition, the Subscription shall be made under the Specific Mandate. Due to the aforesaid re-grant of the Specific Mandate, the connected transaction contemplated under the Subscription Agreement is subject to reporting, announcement and Independent Shareholders’ approval requirements.

Huijin and its subsidiaries (which held 10,880,609,394 A Shares of the Company, representing approximately 23.31% of the total issued share capital of the Company) and Everbright Group and its subsidiaries or associates (which held 13,057,237,160 Shares of the Company (of which 210,665,000 Shares are H Shares), representing approximately 27.97% of the total issued share capital (and 3.07% of the total issued H Shares of the Company)) will abstain from voting in respect of resolution on the re-grant of the Specific Mandate (including the Subscription).

The proposal in relation to the re-grant of the Specific Mandate and the Subscription was considered and approved by the Board. Mr. Tang Shuangning, Mr. Gao Yunlong, and Mr. Ma Teng, Mr. Wu Jian, Mr. Wu Gang, Ms. Wang Shumin and Mr. Wu Gaolian abstained from voting on the Board resolution approving the re-grant of the Specific Mandate and the Subscription. Save as mentioned above, none of the other Directors has material interest in the re-grant of the Specific Mandate and the Subscription and hence no other Director has abstained from voting on such Board resolution. Among them, Mr. Tang Shuangning, Mr. Gao Yunlong, Mr. Ma Teng, Mr. Wu Jian, Mr. Wu Gang, Ms. Wang Shumin and Mr. Wu Gaolian are director or employee of the Everbright Group and Mr. Wu Jian, Mr. Wu Gang, Ms. Wang Shumin and Mr. Wu Gaolian are director or employee of Huijin.

13. THE AGM AND THE H SHAREHOLDERS CLASS MEETING

The AGM and the H Shareholders Class Meeting will be held at the conference room of 3rd Floor, Tower A, China Everbright Center, No. 25 Taipingqiao Avenue, Xicheng District, Beijing, PRC on Wednesday, 29 June 2016 at 9:30 a.m.. The AGM and the H Shareholders Class Meeting notices and relevant proxy forms and reply slips for the AGM and the H Shareholders Class Meeting were dispatched on 13 May 2016.

- 21 - LETTER FROM THE BOARD

14. CLOSURE OF REGISTER OF MEMBERS FOR THE AGM AND H SHAREHOLDERS CLASS MEETING

In order to determine the Shareholders of H Shares who will be entitled to attend the AGM and H Shareholders Class Meeting, the Company will suspend registration of transfer of H Shares from Monday, 30 May 2016 to Wednesday, 29 June 2016 (both days inclusive). Holders of H Shares whose names appear on the register of members of the Company maintained in Hong Kong on Wednesday, 29 June 2016 are entitled to attend the AGM and H Shareholders Class Meeting.

In order to qualify to attend the AGM and H Shareholders Class Meeting, holders of H Shares of the Company whose transfer documents had not been registered must deposit the transfer documents accompanied by relevant share certificates to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited at Rooms 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Friday, 27 May 2016.

A reply slip and a form of proxy for use at the AGM and H Shareholders Class Meeting were also published on the websites of the Hong Kong Stock Exchange (www.hkex.com.hk) and the Company (www.cebbank.com). Shareholders who intend to attend the AGM and H Shareholders Class Meeting in person or by proxy shall complete and return the reply slip in accordance with the instructions printed thereon on or before 8 June 2016. Shareholders who intend to appoint a proxy to attend the AGM and H Shareholders Class Meeting shall complete and return the form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time designated for holding the AGM and H Shareholders Class Meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending the AGM and H Shareholders Class Meeting and voting in person if you so wish.

15. CLOSURE OF REGISTER OF MEMBERS FOR DISTRIBUTION OF 2015 FINAL DIVIDEND

In order to determine the Shareholders of H Shares entitled to receive the final dividend for the year ended 31 December 2015, the Company will suspend registration of transfer of shares from Thursday, 7 July 2016 to Tuesday, 12 July 2016 (both days inclusive).

In order to qualify to receive the final dividend, Shareholders of H Shares of the Company who have not had their transfer documents registered must deposit the transfer documents accompanied by relevant share certificates to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited at Rooms 1712–1716, 17 Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Wednesday, 6 July 2016. Holders of H Shares whose names are recorded in the register of members of the Company on Tuesday, 12 July 2016 are entitled to receive the final dividend for the year 2015.

16. RECOMMENDATIONS

Your attention is drawn to (I) the Letter from the Independent Board Committee dated 8 June 2016 on pages 24 to 25 of this circular, which sets out the recommendation from the Independent Board Committee to Independent Shareholders on the re-grant of the Specific Mandate; and (II) the Letter from Gram Capital

- 22 - LETTER FROM THE BOARD dated 8 June 2016 on pages 26 to 39 of this circular, being the recommendation from Gram Capital, the Independent Financial Adviser to the Independent Board Committee and Independent Shareholders on the re-grant of the Specific Mandate, and the key factors and reasons considered when making the recommendation.

The Directors of the Company (including the members of the Independent Board Committee) have reviewed the factors and reasons considered and the recommendations made as set out in the Letter from Gram Capital and opine that the the re-grant of the Specific Mandate are fair and reasonable, on normal commercial terms and in the overall interests of the Company and the Shareholders as a whole. Accordingly, the Directors advise the Independent Shareholders to vote in favour of relevant resolution proposed at the AGM and H Shareholders Class Meeting.

In addition, the Directors consider that the other resolutions as stated in the notice of AGM are in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of such resolutions to be proposed at the AGM.

By Order of the Board China Everbright Bank Company Limited TANG Shuangning Chairman

As at the date of this circular, the Executive Director of the Company is Mr. Ma Teng; the Non- executive Directors are Mr. Tang Shuangning, Mr. Gao Yunlong, Mr. Wu Jian, Mr. Wu Gang, Ms. Wang Shumin, Mr. Wu Gaolian, Mr. Zhao Wei and Mr. Yang Jigui; and the Independent Non-executive Directors are Mr. Zhang Xinze, Mr. Qiao Zhimin, Mr. Xie Rong, Ms. Fok Oi Ling Catherine, Mr. Xu Hongcai and Mr. Feng Lun.

- 23 - LETTER FROM THE INDEPENDENT BOARD COMMITTEE

中國光大銀行股份有限公司 China Everbright Bank Company Limited (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock code: 6818)

8 June 2016

To the Independent Shareholders,

Dear Sir or Madam,

RE-GRANT OF SPECIFIC MANDATE IN RELATION TO THE ISSUANCE OF DOMESTIC PREFERENCE SHARES

We refer to the circular of the Company dated 8 June 2016 (the “Circular”) dispatched to the Shareholders of which this letter forms part. Unless the context requires otherwise, terms and expressions defined in the Circular shall have the same meanings in this letter.

We have been appointed to advise the Independent Shareholders whether the re-grant of Specific Mandate in relation to the issuance of the domestic Preference Shares (including the Subscription) are on normal commercial terms or better, in the ordinary and usual course of business of the Company and are fair and reasonable and in the interests of the Company and the Shareholders as a whole and make recommendation on voting. And Gram Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the re-grant of Specific Mandate in relation to the issuance of the domestic Preference Shares (including the Subscription).

We wish to draw your attention to the letter from the Board as set out on pages 4 to 23 of the Circular and the letter from Gram Capital as set out on pages 26 to 39 of the Circular.

Having considered the advice given by Gram Capital, we are of the opinion that the re-grant of Specific Mandate in relation to the issuance of the domestic Preference Shares (including the Subscription) are on normal commercial terms or better, in the ordinary and usual course of business of the Company and

- 24 - LETTER FROM THE INDEPENDENT BOARD COMMITTEE are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the relevant resolution to be proposed at the AGM and the H Shareholders Class Meeting.

Yours faithfully, For and on behalf of the Independent Board Committee of China Everbright Bank Company Limited

Zhang Xinze Qiao Zhimin Independent Non-executive Director Independent Non-executive Director

Xie Rong Fok Oi Ling Catherine Independent Non-executive Director Independent Non-executive Director

Xu Hongcai Feng Lun Independent Non-executive Director Independent Non-executive Director

- 25 - LETTER FROM GRAM CAPITAL

Set out below is the text of a letter received from Gram Capital, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Re-grant (as defined below) for the purpose of inclusion in this circular.

Room 1209, 12/F. Nan Fung Tower 88 Connaught Road Central/ 173 Des Voeux Road Central Hong Kong

8 June 2016

To: The independent board committee and the independent shareholders of China Everbright Bank Company Limited

Dear Sirs,

RE-GRANT OF SPECIFIC MANDATE IN RELATION TO THE ISSUANCE OF DOMESTIC PREFERENCE SHARES

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the proposed re-grant of the Specific Mandate in relation to the Domestic Preference Shares Issuance (including the Subscription) (the “Re-grant”), details of which are set out in the letter from the Board (the “Board Letter”) contained in the circular dated 8 June 2016 issued by the Company to the Shareholders (the “Circular”), of which this letter forms part. Terms used in this letter shall have the same meanings as defined in the Circular unless the context requires otherwise.

With reference to the Board Letter, the Original Specific Mandate had expired in December 2015. To carry out the subsequent tranches of the Domestic Preference Shares Issuance, the Board passed a resolution on 29 March 2016 to propose to a Shareholders’ general meeting and class meetings to grant the Specific Mandate to the Board. The validity period of the Specific Mandate shall be 12 months commencing from the effective date of the Shareholders’ resolutions. The Board will, according to the progress of the Domestic Preference Shares Issuance, to seek a new mandate from the Shareholders before the expiry of the validity period if necessary. The aggregate number of the Preference Shares to be issued in the subsequent tranches of the Domestic Preference Shares Issuance shall not exceed 100 million shares and the aggregate amount of proceeds shall not exceed RMB10 billion.

According to the Preference Shares Issuance Plan, the Company entered into the Subscription Agreement with Everbright Group on 31 October 2014. Pursuant to the Subscription Agreement and as part of the Domestic Preference Shares Issuance, the Company has conditionally agreed to issue and Everbright Group has conditionally agreed to subscribe in cash for an aggregate of up to 10,000,000 Preference Shares at the subscription price of RMB100 per share, which is the par value of each Preference Share, with a total

- 26 - LETTER FROM GRAM CAPITAL subscription price of up to RMB1 billion. The Subscription was considered and approved by the Shareholders on 23 December 2014 and approved by relevant regulatory authorities (including CBRC and CSRC) in the PRC.

Nevertheless, Everbright Group did not participate in the subscription of the first tranche of the Domestic Preference Shares Issuance completed in July 2015 (the “First Tranche Issue”). The Subscription may be made as part of the subsequent tranches of the Domestic Preference Shares Issuance.

With reference to the Board Letter, the Subscription constitutes a non-exempted connected transaction of the Company under the Hong Kong Listing Rules and is subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Hong Kong Listing Rules. In addition, the Subscription shall be made under the Specific Mandate. Due to the aforesaid Re-grant, the connected transaction contemplated under the Subscription Agreement is subject to reporting, announcement and Independent Shareholders’ approval requirements.

The Independent Board Committee comprising Mr. Zhang Xinze, Mr. Qiao Zhimin, Mr. Xie Rong, Ms. Fok Oi Ling Catherine, Mr. Xu Hongcai and Mr. Feng Lun (all being independent non-executive Directors) has been established to advise the Independent Shareholders on (i) whether the Re-grant is on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned; (ii) whether the Re-grant is in the interests of the Company and the Shareholders as a whole and are conducted in the ordinary and usual course of business of the Company; and (iii) how the Independent Shareholders should vote in respect of the resolution(s) to approve the Re-grant at the AGM and the H Shareholders Class Meeting. We, Gram Capital Limited, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this respect.

BASIS OF OUR OPINION

In formulating our opinion to the Independent Board Committee and the Independent Shareholders, we have relied on the statements, information, opinions and representations contained or referred to in the Circular and the information and representations as provided to us by the Directors. We have assumed that all information and representations that have been provided by the Directors, for which they are solely and wholly responsible, are true and accurate at the time when they were made and continue to be so as at the Latest Practicable Date. We have also assumed that all statements of belief, opinion, expectation and intention made by the Directors in the Circular were reasonably made after due enquiry and careful consideration. We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the Circular, or the reasonableness of the opinions expressed by the Company, its advisers and/or the Directors, which have been provided to us. Our opinion is based on the Directors’ representation and confirmation that there are no undisclosed private agreements/arrangements or implied understanding with anyone concerning the Re-grant and the Subscription. We consider that we have taken sufficient and necessary steps on which to form a reasonable basis and an informed view for our opinion in compliance with Rule 13.80 of the Hong Kong Listing Rules.

The Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the Circular and have confirmed, having made all reasonable enquiries, which to the best of their knowledge and belief, that the information contained in the Circular is accurate and

- 27 - LETTER FROM GRAM CAPITAL complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement in the Circular or the Circular misleading. We, as the Independent Financial Adviser, take no responsibility for the contents of any part of the Circular, save and except for this letter of advice.

We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, conducted any independent in-depth investigation into the business and affairs of the Company, Everbright Group or their respective subsidiaries or associates, nor have we considered the taxation implication on the Company and its subsidiaries or the Shareholders as a result of the Re-grant. Our opinion is necessarily based on the financial, economic, market and other conditions in effect and the information made available to us as at the Latest Practicable Date. Shareholders should note that subsequent developments (including any material change in market and economic conditions) may affect and/or change our opinion and we have no obligation to update this opinion to take into account events occurring after the Latest Practicable Date or to update, revise or reaffirm our opinion. In addition, nothing contained in this letter should be construed as a recommendation to hold, sell or buy any Shares or any other securities of the Company.

Lastly, where information in this letter has been extracted from published or otherwise publicly available sources, it is the responsibility of Gram Capital to ensure that such information has been correctly extracted from the relevant sources.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion in respect of the Re-grant, we have taken into consideration the following principal factors and reasons:

(1) Background of and reasons for the Re-grant

Information on the Company

With reference to the Board Letter, the Company was incorporated as a joint stock company with limited liability in the PRC and is one of the major commercial banks in the PRC, and primarily engages in the commercial banking business, including retail banking, corporate banking and treasury operation, etc.

Information on Everbright Group

With reference to the Board Letter, Everbright Group is a state-owned enterprise established on 8 December 2014 after the restructuring from China Everbright (Group) Corporation, with its registered capital contributed by the Ministry of Finance of the PRC and Huijin and it is a subsidiary of Huijin. It is a financial conglomerate mainly engaged in investment and management operations of banks, securities companies, insurance companies and other financial institutions.

- 28 - LETTER FROM GRAM CAPITAL

With reference to the internet website of Everbright Group at http://www.ebchina.com, a number of reputable enterprises which are listed in Hong Kong and the PRC, including: Everbright Securities Company Limited (stock code: SH601788), China Everbright Limited (stock code: 165) and China Everbright International Limited (stock code: 257) are under the management of Everbright Group.

Reasons for and possible benefits of the Re-grant

With reference to the Board Letter, the Company always remains committed to the core philosophy for capital saving, paid-use of capital and maximization of return after risk adjustment, and abides by the capital replenishment strategy aimed at “focusing on internal resources supplemented by external resources”. The level of return on capital is raised by expanding the core debts and increasing capital gains. A reasonable and stable dividend payout policy is formulated to step up internal resource-based capital replenishment, while progressively carrying out external capital replenishment at different levels. Pursuant to Basel III, the Capital Rules classify the capital levels of commercial banks into core tier-1 capital, additional tier-1 capital and tier-2 capital. The subsequent tranches of the Domestic Preference Shares Issuance will effectively replenish the capital of the Company while optimizing its capital structure, and lay a solid foundation for the realization of the strategic goals of the Company.

In addition, pursuant to the Preference Shares Issuance Plan, the effective period for the resolution on the Domestic Preference Shares Issuance shall be valid for 36 months from the date of considering and approving such resolution at a shareholders’ general meeting. With reference to the circular of the Company dated 8 December 2014, the period of authorization (the “Period of Authorisation”) for the Board in relation to the Preference Shares Issuance Plan would be 12 months commencing from the effective date of the Shareholders’ resolution (i.e. 24 December 2014).

As represented by the Directors, the issuance of preference shares was approved by the PRC regulators on a pilot basis in the first half of 2014. Therefore, it will be a gradual process for the domestic market and investors to understand it as a new financial and investment instrument. In the meanwhile, in accordance with the applicable PRC laws and regulations, banking companies, to meet the regulatory requirement related to “Tier-1 capital” adequacy, is currently allowed to issue preference shares only through non-public issuance. In this context, the Directors believe that the Subscription to be made by Everbright Group, as the controlling shareholder of the Company and a “qualified investor” as defined under the “Pilot Administrative Measures on Preference Shares”, will bring about various benefits, (e.g. (i) demonstration its solid confidence in the prospect of the Company; and (ii) helping promote the confidence of other potential investors and subscribers in the market in the Preference Shares) for the Company as well as the Domestic Preference Shares Issuance.

As confirmed by the Directors, assuming 10,000,000 Preference Shares are subscribed for by Everbright Group, the total proceeds of the Subscription will be approximately RMB1,000,000,000, and the Company intends to utilise the same to replenish its “Additional Tier-1 capital” base.

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With reference to the announcement of the Company dated 2 July 2015 (the “July Announcement”), the Company had completed the First Tranche Issue and received the proceeds of the Domestic Preference Shares Issuance amounting to RMB20,000,000,000 (including the offering expenses totaling RMB35,230,659). The relevant fund verification entity had issued fund verification reports in respect of such proceeds. As confirmed by the Directors, as at the Latest Practicable Date, the Preference Shares to be issued under the Preference Shares Issuance Plan amounted to RMB10 billion.

Taking into account (i) the effective period of the Preference Shares Issuance Plan and the Period of Authorization; (ii) the proposed use of proceeds from the Subscription as mentioned in the Board Letter; and (iii) as at the Latest Practicable Date, the Preference Shares to be issued under the Preference Shares Issuance Plan amounted to RMB10 billion, we concur with the Directors that the Re-grant is in the interests of the Company and the Shareholders as a whole and are conducted in the ordinary and usual course of business of the Company.

(2) Principal terms of the Subscription Agreement

On 31 October 2014, the Company entered into the Subscription Agreement with Everbright Group, pursuant to which the Company has conditionally agreed to issue and Everbright Group has conditionally agreed to subscribe in cash for an aggregate of up to 10,000,000 domestic Preference Shares (the exact amount of Preference Shares to be subscribed for will separately be agreed and determined by Everbright Group and the Company and in any event shall not exceed the amount as approved by competent regulatory authorities) at the subscription price of RMB100 per share, which is the par value of each Preference Share, with a total subscription price of up to RMB1,000,000,000.

The Preference Shares for the Subscription will be issued by the Company pursuant to the Preference Shares Issuance Plan and as part of the Domestic Preference Shares Issuance. The Subscription was considered and approved by the Shareholders on 23 December 2014 and approved by relevant regulatory authorities (including CBRC and CSRC) in the PRC. Nevertheless, having taken into consideration its financial status and arrangements of capital deployment, Everbright Group did not participate in the subscription of the First Tranche Issue. The Subscription may be made as part of the subsequent tranches of the Domestic Preference Shares Issuance.

(3) Terms and conditions of the Preference Shares

Set out below are the key terms and conditions of the Preference Shares as extracted from Appendix VII to the Circular. Shareholders may refer to Appendix VII to the Circular for the detailed terms and conditions of the Preference Shares.

Target investors

The Preference Shares to be issued under this tranche shall be issued to the qualified investors as stipulated under the “Pilot Administrative Measures on Preference Shares”, and to not more than 200 target investors in each issuance, while the Preference Shares with the same terms shall be issued to not more than 200 target investors in aggregate.

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The Preference Shares shall be issued on a commission basis. All subscribers shall subscribe for the Preference Shares in cash.

Number of Preference Shares to be issued and issuance size

The aggregate number of Preference Shares to be issued shall not exceed 100 million shares, with an aggregate amount of proceeds not exceeding RMB10 billion. The actual size of the Issuance shall be proposed to be determined by the Board within the above limit, subject to authorisation of the shareholders’ general meeting (which authorisation can be further delegated).

Par value and issuance price

The par value (i.e. nominal value) of the Preference Shares shall be RMB100 per share. The Preference Shares shall be issued at their par value.

Duration

The duration of the Preference Shares under the issuance is perpetual.

Lock-up period

There shall be no lock-up period for the Preference Shares.

Transfer arrangements

The Preference Shares to be issued shall be transferred on the Shanghai Stock Exchange, while the eligibility of the investors participating in the transfer shall meet the relevant rules of CSRC.

Terms for distribution of dividends

(1) Coupon rate and principles for determining it

The coupon rate for the relevant tranche of Preference Shares at the time of issuance shall be determined by the Company based on price inquiry in the market or in other manners approved by the regulatory authorities. The actual coupon rate shall be proposed to be determined by the Board together with the sponsors (lead underwriters) based on various factors at the time of issuance, such as the PRC policies, market conditions, the actual circumstances of the Company and investor demand, subject to authorisation at a shareholders’ general meeting (which authorisation can be further delegated).

Everbright Group has undertaken not to participate in the price consultation process for the coupon rate of the Preference Shares to be issued, and accepts the coupon rate to be finalised in accordance with the procedures and requirements as stipulated by CSRC and other competent authorities.

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In view of that (i) under the Preference Shares Issuance Plan, the coupon rate for the different tranches will be fixed around the time of the actual issuance by way of price consultation in the market with the potential subscribers based on various factors such as Chinese policies, market conditions, the actual circumstances of the Company and investor demand; and (ii) Everbright Group has undertaken not to participate in the price consultation process for the coupon rate of the Preference Shares to be issued, and accepts the coupon rate to be finalised in accordance with the procedures and requirements as stipulated by CSRC and other competent authorities;, we concur with the Directors that it is acceptable that the coupon rate of the Preference Shares under the Subscription was undetermined as at the Latest Practicable Date.

(2) Conditions for distribution of dividends

(i) If the Company has distributable after-tax profit after making up for previous years’ losses, contributing to the statutory reserve and making general provision in accordance with the law, the Company may pay dividends to preference shareholders pursuant to the Articles of Association, provided the Capital Adequacy Ratio of the Company meets the regulatory requirements. The Preference Shares shall take priority over the Ordinary Shares in terms of dividend distribution. Payment of dividends for Preference Shares shall not be linked with the Company’s own rating or be adjusted as a result of any change to such rating.

(ii) Under any circumstances, the Company shall have the right to cancel dividend payments for the Preference Shares upon the consideration and approval at a shareholders’ general meeting, and such cancellation shall not constitute an event of default. The Company may, at its discretion, use any income so cancelled to repay other debts that are due. The cancellation of any dividend payment for Preference Shares shall not constitute any other restrictions on the Company other than the restriction on the payment of dividends for Ordinary Shares. The Company shall take the rights and interests of preference shareholders into full account when exercising the aforesaid rights. The Company shall notify holders of Preference Shares at least ten working days prior to a dividend payment date of its decision to cancel the payment of dividends for all or partial Preference Shares.

(iii) Declaration and payment of dividends for all Preference Shares by the Company shall be decided by the Board pursuant to authorization at a shareholders’ general meeting. Cancellation of the declaration of dividends for all or partial Preference Shares shall be subject to consideration and approval at a shareholders’ general meeting. If the Company cancels all or part of the distribution of dividends for Preference Shares, the Company not make any distribution of dividends to the holders of Ordinary Shares before it fully declares to pay the agreed dividends for the Preference Shares for the relevant period.

In relation to the conditions for distribution of dividends, we noted that the Company may only pay dividends to holders of the Preference Shares provided that (i) the Company has distributable after-tax profit after making up for previous years’ losses, contributing to the statutory reserve and making general provision in accordance with the law; and (ii) the capital adequacy ratio of the

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Company meets the regulatory requirements. We are of the view that the conditions for distribution of dividends as just mentioned are reasonable. Moreover, we noted that the Company shall have the right to cancel dividend payments for the Preference Shares upon consideration and approval at the Shareholders’ general meeting. The Company may also use any income so cancelled to repay other debts that are due, and the cancellation of any dividend payment for the Preference Shares shall not constitute any other restrictions on the Company. We are of the view that since the cancellation of dividend payments shall not constitute an event of default and the Company enjoys the discretion to use any income so cancelled for other purposes, such cancellation right would provide reasonable level of flexibility to the Company.

Notwithstanding that the conditions for distribution of dividends under the Preference Shares Issuance Plan are reasonable, given that the Preference Shares shall take priority over the Shares in terms of dividend distribution, Shareholders’ interest in terms of share of dividends from the Company would inevitably be deprived due to the Domestic Preference Shares Issuance. Nonetheless, we consider that the aforesaid should be balanced by the fact that as will be set forth under the subsequent sub-section of this letter, the Preference Shares shall not entitle their holders to convene, attend or vote at any Shareholders’ meeting. That is to say, as compared to other issue of new Shares exercises, unless the mandatory conversion (please refer to the below sub-section for details) or Restoration takes place, the right of the Shareholders to control the Company would not be affected by the Domestic Preference Shares Issuance.

Terms for optional redemption

Subject to the prior approval of the CBRC and the satisfaction of the relevant requirements, the Company shall have the right to redeem all or part of the Preference Shares on any redeemable day after the fifth year following the completion date of the issuance of the Preference Shares. The specific commencement date of the redemption period shall be determined by the Board in line with market conditions, subject to authorisation at a shareholders’ general meeting (which authorisation can be further delegated). The redemption period for the Preference Shares shall commence on such commencement date of the redemption period and end on the completion date of the redemption or conversion of all the Preference Shares. Where redemption is in part, the Preference Shares shall be redeemed based on the same proportion and the same conditions.

Mandatory conversion

In accordance with the relevant regulations of CBRC, the Preference Shares will be converted into A Shares mandatorily upon occurrence of trigger events for mandatory conversion. Other than the mandatory conversion mechanism, the Preference Shares will not be convertible into A Shares.

The initial mandatory conversion price will be equal to the average trading price of the A Shares (the “Initial Mandatory Conversion Price”) for the 20 trading days preceding the date of publication of the Board resolution in respect of the Preference Shares Issuance Plan. The Initial Mandatory Conversion Price equals to RMB2.72 per share.

Upon the mandatory conversion of the Preference Shares, the formula for determining the number of A Shares to be converted (the “Conversion Formula”) shall be:

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Q = V/P. Any fractional shares during the mandatory conversion of the Preference Shares shall be dealt with by the Company in accordance with relevant regulatory rules.

In the above formula: “Q” denotes the number of A Shares that shall be converted from the Preference Shares held by each holder of the Preference Shares; “V” denotes the aggregate par value of the Preference Shares held by each holder of the Preference Shares for the mandatory conversion as determined under the principle that the losses shall be absorbed in equal proportion by the Preference Shares; and “P” denotes the mandatory conversion price.

Voting rights

(1) Restrictions on voting rights

Under normal circumstances, the Preference Shares shall not entitle preference shareholders to convene, attend or vote at any Shareholders’ general meetings of the Company.

(2) Restoration of voting rights (the “Restoration”)

During the duration of the Preference Shares, if the Company fails to pay the agreed dividends for the Preference Shares for three financial years in aggregate or for two consecutive financial years, commencing on the date immediately following the date on which the proposal not to distribute the agreed dividends for that year was approved at the Shareholders’ general meeting, the holders of the Preference Shares shall have the right to attend and jointly vote with the holders of Ordinary Shares. The formula for calculating the voting rights of Ordinary Shares entitled to the Preference Shares with voting rights restored (the “Restoration Formula”) shall be:

R = W/S. Any fractional voting right restored shall be rounded down to the nearest integer.

In the above formula: “R” denotes the share of a voting right in respect of the A Shares restored from the Preference Shares held by each preference shareholder; “W” denotes the par value of the Preference Shares held by each preference shareholder; and the initial conversion price “S” denotes the average trading price of the A Shares of the Company 20 trading days prior to the Date of Publication of the Board resolution in which the proposal for the issuance of the Preference Shares was considered and approved, i.e. RMB2.72 per share.

Pursuant to the CSRC Measures, save as the coupon rate, all other terms, including but not limited to the price for either conversion and the price for restoration of voting rights (collective, the “Conversion Price”), shall be the same for preference shares issued in the different tranches under the same preference shares issuance plan. According to the July Announcement, the Conversion Price was RMB2.72.

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Review on historical price and trading liquidity of A Shares

The Conversion Price of RMB2.72 represents:

(i) a discount of approximately 26.09% to the closing price of RMB3.68 per A Share as quoted on the Shanghai Stock Exchange on the Latest Practicable Date;

(ii) a discount of approximately 25.89% to the closing price of RMB3.67 per A Share as quoted on the Shanghai Stock Exchange on 29 March 2016, being the date of announcement of the proposed Re-grant (the “Announcement Date”); and

(iii) a discount of approximately 8.72% to the closing price of RMB2.98 per A Share as quoted on the Shanghai Stock Exchange on the date of the Subscription Agreement (the “Agreement Date”).

Set out below is a diagram demonstrating the daily closing prices of the A Shares as quoted on the Shanghai Stock Exchange during (i) the period commencing from 1 November 2013 up to and including the Agreement Date (the “1st Review Period”); and (ii) the period commencing from the Agreement Date up to and including the Announcement Date (the “2nd Review Period”):

Source: Bloomberg

Note: Trading in the A Shares was suspended from 14 September 2015 to 25 September 2015 (both dates inclusive).

As depicted by the above table, the daily closing prices of the A Shares had demonstrated a general decreasing trend from November 2013 up to March 2014. There was a relatively significant increase in the closing prices of the A Shares in July 2014 and the price of the A Shares reached

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RMB2.98 per A Share on the Agreement Date. During the 1st Review Period, the Conversion Price was above the daily closing prices of the A Shares on 177 trading days out of the total 245 trading days.

Since 1 November 2014, the daily closing prices of the A Shares continued to rise and stayed above the Conversion Price during the 2nd Review Period.

The number of trading days, the average daily number of the A Shares traded in each month and the percentage of the A Shares’ monthly trading volume as compared to the total number of issued A Shares as at the Announcement Date, during the period commencing from 1 November 2013 up to and including the Announcement Date are tabulated as follows:

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% of the Average % of the Volume to Average total number Volume to of issued A total number Average daily Shares as at of issued No. of trading the Shares as at trading days volume (the Announce- the in each “Average ment Date Announce- Month month Volume”) (Note 2) ment Date A Shares % %

2013 November 21 66,376,543 0.17 0.14 December 22 75,471,419 0.19 0.16

2014 January 21 63,649,453 0.16 0.14 February 16 164,510,533 0.41 0.35 March 21 131,253,895 0.33 0.28 April 21 93,766,374 0.24 0.20 May 20 53,262,352 0.13 0.11 June 20 77,454,455 0.19 0.17 July 23 111,330,867 0.28 0.24 August 21 136,549,544 0.34 0.29 September 21 127,732,339 0.32 0.27 October 18 168,767,954 0.42 0.36 November 20 446,814,479 1.12 0.96 December 23 1,140,961,273 2.87 2.44

2015 January 20 582,010,157 1.46 1.25 February 15 278,941,743 0.70 0.60 March 22 670,245,089 1.68 1.44 April 21 921,894,563 2.32 1.97 May 20 589,679,365 1.48 1.26 June 21 1,002,494,479 2.52 2.15 July 23 665,715,952 1.67 1.43 August 21 260,939,229 0.66 0.56 September (Note 1) 10 255,340,972 0.64 0.55 October 17 126,074,524 0.32 0.27 November 21 226,896,339 0.57 0.49 December 23 168,293,462 0.42 0.36

2016 January 20 105,943,886 0.27 0.23 February 16 90,014,220 0.23 0.19 March (up to the Announcement Date) 21 133,694,526 0.34 0.29

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Source: Bloomberg

Note:

1. Note: Trading in the A Shares was suspended from 14 September 2015 to 25 September 2015 (both dates inclusive).

2. Based on an aggregate of 39,810,359,500 A Shares in issue as at the Announcement Date.

As depicted by the above table, the trading volume of the A Shares was thin during the period commencing from 1 November 2013 up to and including the Announcement Date. As such, the A Shares are rather illiquid in the open market.

Having taken into account that (i) the same Conversion Price is applicable to Everbright Group and other subscribers and possible subscribers of the Preference Shares who shall be independent third parties to the Company; (ii) the Conversion Price was above the daily closing prices of the A Shares during the majority of the 1st Review Period; (iii) although the Conversion Price was below the daily closing prices of the A Shares during the 2nd Review Period, the Conversion Price under the Subscription Agreement is the same with the First Tranche Issue; (iv) pursuant to the CSRC Measures, save as the coupon rate, all other terms, including but not limited to the price for either conversion and the price for restoration of voting rights, shall be the same for preference shares issued in the different tranches under the same preference shares issuance plan; and (v) the A Shares are rather illiquid in the open market, we concur with the Directors that the Conversion Price is fair and reasonable so far as the Independent Shareholders are concerned.

Comparison with other market issues of preference shares

We noted that besides the Company, other major banks of the PRC, including but not limited to Hua Xia Bank Company Limited (SH600015), Huishang Bank Corporation Limited (3698), Chongqing Rural Commercial Bank Company Limited (3618), Bank of Nanjing Company Limited (SH601009), Bank of Beijing Company Limited (SH601169) and China Construction Bank Corporation (939 and SH601939), have also announced their respective plan for issuance of preference shares from July 2015 to the Announcement Date after the various new regulations and rules issued by CSRC and CBRC. The Preference Shares Issuance is not exceptional as compared to the issuance of preference shares by other major banks. Moreover, the key terms of the Preference Shares (including but not limited to the basis for determination of coupon rate, voting rights, priority on dividend distribution, proposed use of proceeds) are largely the same as those of the other preference shares proposed to be issued by major banks of the PRC. With these being the case, we are of the opinion that the terms and conditions of the Preference Shares are on normal commercial terms.

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RECOMMENDATION

Having taken into consideration the factors and reasons as stated above, we are of the opinion that (i) the Re-grant is on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned; and (ii) the Re-grant is in the interest of the Company and the Shareholders as a whole and is conducted in the ordinary and usual course of business of the Company. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the resolution(s) to be proposed at the AGM and the H Shareholders Class Meeting to approve the Re-grant and we recommend the Independent Shareholders to vote in favour of the resolution(s) in this regard.

Yours faithfully, For and on behalf of Gram Capital Limited Graham Lam Managing Director

- 39 - APPENDIX I 2015 WORK REPORT OF THE BOARD OF DIRECTORS

CHINA EVERBRIGHT BANK COMPANY LIMITED 2015 WORK REPORT OF THE BOARD OF DIRECTORS

In 2015, in face of the complicated and changeable external environment, the Bank kept the overall keynote of forging ahead while maintaining its stability. It focused on steady growth and structural adjustment, efficiency increase and risk prevention. It also emphasized the deepening of reform and the strengthening of management to better achieve the budget target, with some indicators exceeding comparable industry players, and there was progress and goodness while maintaining its stability. As at the end of the year of 2015, the Bank’s total assets were RMB3.17 trillion, representing an increase of 15.74%; the net profit was RMB29.58 billion, increased by 2.24%; the core tier-one capital adequacy ratio was 9.24%, tier- one capital adequacy ratio was 10.15% and capital adequacy ratio was 11.87%. While pursuing its growth, the Bank continuously donated to public welfare undertakings such as “Water Cellar for Mothers” as well as poverty-stricken areas, and was awarded the honorable title of “Faithful Partner of Water Cellar for Mothers” by the China Women’s Development Foundation of the All-China Women’s Federation, which highly demonstrated our commitment to social responsibility.

In 2015, the Board of Directors actively performed its duties through scientific decision-making in strict accordance with the laws, regulations and rules and the Articles of Association of the Bank, seeking to improve its standardized operation and level of corporate governance. The Board of Directors convened 1 annual general meeting, 1 extraordinary general meetings, 1 class meeting for holders of A shares and 1 class meeting for holders of H shares, at which 20 proposals were consider and approved, together with 2 special reports submitted to the general meeting; and held 8 board meetings at which 65 proposals were consider and approved and 20 reports were reviewed. The Bank’s corporate governance, information disclosure and investor relations management were well recognized by the capital market in 2015. The Bank was once again elected as the recipient of the Excellent Board of Directors Prize in the Eleventh Gold Round Table Award for Boards of Chinese Listed Companies sponsored by the Directors & Boards Magazine.

I. WORK OF THE BOARD OF DIRECTORS DURING 2015

(I) Comprehensively deepened reforms on mechanisms and systems to actively drive the strategic transformation

The Board of Directors attached great importance to deepening reforms on mechanisms and systems. It obtained in-depth knowledge and collected relevant information by means of investigation and survey, conducting discussions and interviews with other banks and financial institutions. It also reviewed work reports and steered the management to formulate and optimize project design. At the beginning of the year 2015, the Board of Directors discussed and passed the Report on the Master Plan to Deepen Reforms on Mechanisms and Systems of China Everbright Bank Company Limited, which actively encouraged the management to carry out reforms on mechanisms and systems in key fields and areas, while putting in extra efforts in the reforms on budget management and resources allocation system, risks mechanisms and systems, organizational structure and system, operating and management authorization system as well as the innovation mechanism and system to vitalize the operation and development of the Bank.

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In order to promote the transformation of operating model and cultivate new competitive strengths, the Board of Directors successively considered and passed resolutions on establishing CEB International and other subsidiaries for the provision of financial services and consumer finance, and considered and agreed to establish the CEB Seoul branch in South Korea as its first overseas branch. Meanwhile, for the purpose of further regulating external investment management, the Board of Directors considered and passed the Management Measures on External Equity Investment and the Management Measures on Subsidiaries. Under the supervision and guidance of the Board of Directors, the management accelerated the planning of overseas institutions. CEB International was officially established in Hong Kong during the year, while the setting up of CEB Seoul Branch was approved by the Korean financial regulatory authorities. The Bank has also applied to the relevant regulatory authorities for the establishment of other subsidiaries.

(II) Completed equity transfer and actively replenished capital

At the beginning of 2015, the Board of Directors considered and passed the Proposal on Change of Part of Equity between China Everbright Group Limited and Central Huijin Investment Company Ltd. Pursuant to the relevant regulations, the Bank actively dealt with the equity transfer of substantial shareholders, obtained approval documents for the alteration of substantial shareholders qualification in April from the CBRC, and coordinated with China Securities Depository and Clearing Co., Ltd. to complete the registration of transfer. Upon the above registration of equity alteration, the direct shareholding of Everbright Group in the Bank increased to 23.69% from 4.41%, while that of Huijin fell to 21.96% from 41.24%. The shareholding structure of the Bank is now more balanced and reasonable, leading to better corporate governance.

In order to further improve the capital adequacy ratio, the Board of Directors supervised and urged the management to actively research on proposals on capital replenishment, including the issuance of preference shares and private placement. Amidst the volatile capital market of 2015, the Bank effectively took advantages of the short time frame before the market downturn and successfully issued the first tranche of preference shares in the amount of RMB200 million on 19 June in the PRC, raising proceeds of RMB20 billion with a relatively low interest rate. Such move facilitated the control of financing cost and provided substantial support to the Bank in meeting the target of capital adequacy ratio, thereby laying a solid foundation for its future development.

(III) Strictly adhered to the bottom line of risks and reinforced comprehensive risk management

Facing the complicated and changing external environment, the Board of Directors was committed to prioritizing risk management, not only by enhancing risk management in traditional fields such as credit assets and capital, but also by focusing on risk control over innovative businesses such as asset management and wealth management, which allowed the Bank to uphold the bottom line of risk management while maintaining stable growth of its businesses. The Board of Directors improved risk management mechanism through enhancing the hierarchical management at head office and branch offices, and pushed the management to accelerate the building of a dedicated credit approval team, so as to ensure effective implementation of relevant reform initiatives. Taking into consideration its actual needs, the Bank timely adjusted the indicators of non-performing loan ratio

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and provision coverage ratio after re-evaluating the annual risk appetite and risk tolerance indicators during the year, and revised the risk management and capital management policies of the Bank, including the “Comprehensive Risk Management Policy” in a timely manner.

With the support and guidance of the Board of Directors, the management further enhanced risk prevention and control in 2015. It conducted dynamic monitoring on customers with potential risks while strengthening debt collection and recovering and existing risks mitigation. Adhering to its prudent approach, the Bank reinforced refinement management and maintained its liquidity at a safe and stable level throughout the year. The Bank also enhanced market analysis and took initiatives to lower leverage rates of relevant businesses, so as to effectively avert market risks. It was also dedicated to carrying out special investigations of “Two Containments, Two Strengthen” and “Looking Back”，strengthening troubleshooting of hidden operational risks, in order to maintain stable operational environment. As at the end of the year, the non-performing loan ratio, provision-to- loan ratio and provision coverage ratio of the Bank were all in compliance with the regulatory requirements.

(IV) Strengthened structure of the Board of Directors and continuously optimized corporate governance framework of the Company

Firstly, the Bank actively and properly carried out the election of the Board of Directors. To ensure its smooth transition and effective functioning, the Board of Directors formulated the proposal on the election for change of session based on the advice from all related parties according to the provisions of the laws, regulations and the Articles of Association. It invited substantial shareholders to nominate candidates for directors and selected eligible candidates for independent directors. It also sought the opinion of CBRC and the Shanghai Stock Exchange regarding the qualification of the candidates to be appointed. In late September, the Board of Director considered and passed the relevant proposals and submitted them to the general meeting for approval.

Secondly, the Bank continuously optimized the corporate governance framework in accordance with regulatory requirements. In 2015, the Board of Directors amended the “Rules of Procedure for General Meeting, “Rules of Procedure for Meetings of the Board of Directors” and “Terms of Reference for the Secretary of the Board of Directors” based on the relevant regulatory requirements and actual operation practices of the Bank. Apart from that, the Bank set to rationalize and optimize the terms of reference of all special committees of the Board of Directors and the granting of mandate. Further improvement of the system ensured the completeness and timeliness of the Bank’s corporate governance framework, thereby providing an institutional basis for the implementation of corporate governance initiatives.

Thirdly, the Bank strengthened communication to promote positive interaction between different elements of corporate governance. In 2015, the Directors conducted in-depth discussions with the management through attending annual work meetings, meetings of business lines and special communication meetings and receiving performance report from the management. When the meetings of the Board of Directors were not in session, certain Directors visited a number of branches to research and investigate system reform and strategic transformation, risk management of the Bank, revitalization of old industrial bases in northeastern China, and to collect relevant information to put forward constructive ideas to the management. Some directors also visited several large international

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banks and conducted study on corporate governance, management strategy, risk management, strategic management and overseas mergers and acquisitions, etc., thereby learning from the more advanced international industry players.

(V) Further enhanced management and prevented risks in related party transactions

At the beginning of 2015, the Board of Directors and the Related Party Transaction Control Committee proposed to further improve the management standards of related party transactions. With reference to the material change of equity structure upon the restructuring of Everbright Group, the Bank comprehensively rationalized and updated the list of related parties, and extended the management standards to cover the accounting policies, thereby ensuring the comprehensiveness and completeness of list of related parties and statistics of their transactions. Meanwhile, the Board of Directors restated the principles and requirements of the domestic and foreign regulatory authorities and instructed the management to attach great importance to the related party transactions management, give full play to the information statistical function of the monitoring platform system of related party transactions, gradually improve the filing system of ordinary related party transactions and strictly follow the consideration and disclosure procedures for major related party transactions.

(VI) Disclosed information in compliance with laws and regulations and strengthened investor relations management

In accordance with the regulatory requirements of Shanghai and Hong Kong, the Board of Directors earnestly considered the Annual Report for 2014, First Quarterly Report for 2015, Interim Report for 2015 and Third Quarterly Report for 2015, and conducted in-depth discussion with auditors and senior management regarding those reports, with a view to ensuring the completeness and accurateness of the content of the reports as well as their timely release. In addition, the Board of Directors made disclosures through publishing a total of 77 A shares ad-hoc announcements and 134 H shares ad-hoc announcements during the year. Apart from the regular disclosure, in response to the great turmoil of capital market and in order to enhance investors’ confidence, the Board of Directors also took initiatives to disclose information to maintain market stability, including major shareholders’ undertakings of not reducing their shareholdings.

The Board of Directors has always recognized the importance of discussion and communication with investors, thus it instructed the management to actively conduct investor relations management in various forms in strict accordance with the domestic and overseas laws, regulations and requirements of regulatory departments, with a view to enhancing communication with investors. In addition to answering inquiry calls from investors, the Bank also participated in various daily tasks which included communicating with investors through interactive platforms such as “Shanghai E interaction”, replying inquiry emails from analysts and investors, organizing visits and onsite research for investors and analysts, and continuously updating its English and Chinese websites. The Bank also held activities including press conference for results announcement in Hong Kong and attended strategy conferences organized by investment institutions to communicate and discuss face to face with institutional investors and analysts from banks regarding problems of the investors’ concern. Furthermore, the Bank actively interacted and communicated with shareholders, in particular the minority shareholders, and answered questions of their concern at the general meeting.

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(VII) Special committees performed their duties diligently by assisting the Board of Directors in scientific decision making

In 2015, all special committees of the Board of Directors earnestly considered and reviewed major operational and management matters in accordance with their respective duties and term of reference, so as to provide professional supports for the scientific decision making of the Board of Directors. A substantial majority of proposals were fully considered by special committees before submitting to the Board of Directors. Clear and professional judgments were made and summaries were presented by the chairmen of the committees to the Board of Directors to enhance quality and efficiency of the meeting. During the year, the special committees held a total of 26 meetings, at which 54 proposals were considered and approved and 21 special reports were reviewed. Among which:

The Strategy Committee convened 4 meetings, at which it mainly considered and approved material matters including the operating plan and financial budget plan for 2015, budget plan on fixed asset investment, establishment of independent legal person institution engaging in financial services and establishment of consumer finance company, enhancement of consumer rights protection management, amendment to the “Management Administrative of External Equity Investment” and “Management Administrative of Subsidiaries”, and the non-public offering of H shares.

The Audit Committee convened 7 meetings, at which it mainly considered the regular reports, internal control evaluation reports and internal control and audit reports. It submitted proposal to the Board of Directors on the engagement of domestic and overseas auditing and accounting firms for 2016, and reviewed summaries and work plans of internal audit, the 2014 “Management Proposal” and reports on rectification measures, implementation of capital management and advanced capital measurement approaches.

The Risk Management Committee convened 4 meetings, at which it considered proposals on periodic risk management reports, risk management policies, review on credit policies, works on implementation of the new Basel Capital Accord and adjustment of relevant tolerance indicators, and continued to pay attention to the approval of substantial credit facilities.

The Nomination Committee convened 3 meetings, at which it considered proposals on adjustment of members of special committees of the sixth session of the Board of Directors, election for change of session of the sixth session of the Board of Directors and director candidates for the seventh session of the Board of Directors.

The Remuneration Committee convened 3 meetings, at which it considered proposals on “Enterprise Pension Fund Plan (amended)”, adjustment of the retirement subsidy standards, overall duty performance evaluation of directors by the Board of Directors for 2014, remuneration standards of directors for 2014, and appraisal conclusion and remuneration standards of senior management for 2014.

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The Related Party Transaction Control Committee convened 5 meetings, at which it considered the proposals on annual report on related party transactions, five major connected transactions and private placement of H Shares, and reviewed the management report on the monitoring platform system of related party transactions.

(VIII) Implemented resolutions of general meeting earnestly to safeguard lawful rights and interests of shareholders

According to the resolutions passed at the general meeting, the Board of Directors earnestly implemented the 2015 annual financial budget plan and arranged for the distribution of dividend in accordance with the 2014 annual profit distribution plan. It also reappointed KPMG Huazhen LLP to conduct annual external audit of the Bank for 2015 and reported to the CBRC in relation to the non- public offering of H shares.

The Board of Directors, strictly in accordance with the “Plan of Authorisation by Shareholders’ General Meeting to Board of Directors”, exercised its authority granted thereunder and carried out various tasks in compliance with the laws and regulations. As at the end of 2015, the “Delegation of Power of the Shareholders’ General Meeting to the Board of Directors” was implemented effectively with no power exercised beyond authorization. Approval procedures were implemented strictly as required for the matters considered, thus ensuring the role of general meeting in decision making of material matters.

II. WORK PLAN OF THE BOARD OF DIRECTORS FOR 2016

2016 is the last year of the “12th Five-Year” plan, and the first year of the decisive stage for constructing a well-off society on a full scale. As the state is committed to promoting supply-side structural reform, “reduction of production capacity, inventory, leveraging and cost, and improvement of the shortcomings”, the asset quality of the banking sector faces enormous challenges. At the same time, with accelerating interest rate marketization, further deepening of financial disintermediation and rapid emergence of Internet finance and privately-owned banks, the traditional businesses of the banking industry will be greatly impacted, and profit margins will be under additional downward pressure. Therefore, the Board of Directors will speed up to promote strategic transformation and in-depth reforms on mechanisms and systems, comprehensively strengthen risk control and prevention, and actively promote organic development under the new normal state, so as to create value for shareholders and the society with its good performance.

(I) To conduct comprehensive review and evaluation, and develop new development strategic plan for the next few years

In 2016, the Bank will formulate and finalize the Development Plan of China Everbright Bank for 2016-2020. In preparation of such plan, the Board of Directors and the Strategic Committee will, based on the objective assessment of implementation of the last development plan, fully listen to the views and suggestions of management and operating institutions, and earnestly make judgment on the future economic development trend. The Board of Directors will take into account the interaction between the external environment and its own comparative advantages to prudently determine the vision, mission, medium-term objectives, market positioning and business strategy of the Bank in the next phase, strike a balance between sustainable development and moderately fast development,

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adhere to promoting development through reform and promoting efficiency through development, continuously enhance the risks tolerance and continue to cultivate operating characteristics of the Bank, so as to cope with the complex and severe internal and external business environment.

(II) To adopt stringent risks prevention measures and maintain asset quality at a stable and safe level

Asset quality control will be particularly difficult for the Bank in 2016. Therefore, the Board of Directors and its Risk Management Committee will fully participate in the decision-making of risk management, rationally set the risk tolerance indicators, and supervise the management to speed up the optimization of risk control mechanisms covering every aspect of workflow, businesses, products and procedures, so that the risk warning system will be more forward-looking and sensitive. The Bank will continue to strengthen credit risk prevention and control for key industries, key areas and certain business sectors, provide full cooperation in the elimination of “zombie” companies. The Bank will attach great importance to dealing with liquidity risks and operational risks, enhance capacity to address unexpected risks, gradually strengthen consolidated management, further improve the accountability system to prevent substantial, widespread and systemic risks, continue to strengthen capital management and improve risk offsetting capability. Meanwhile, the Bank will pay close attention to the development opportunities in the macro economy, serve the national strategy, conduct in-depth research on new trends in sectors such as infrastructure construction, urbanization and transformation, overseas investment and Internet banking. It will also accelerate adjustment of credit structure while taking practical and effective measures to strictly prevent new adverse incidents.

(III) To strengthen internal control and ensure steady development of businesses across the Bank

Focusing on the shortcomings found in the audit and inspection for 2015, the Board of Directors and the Audit Committee will continue to oversee the implementation of rectification measures in relation to audit, and effectively address problems including the ineffective policy implementation, incomprehensive rules and regulations, ineffective prevention and control measures, and untimely accountability and punishment. It will give full play to the supervisory function of internal and external audit, strengthen the risk-oriented internal audit mechanism, fully perform the role of internal audit in risk prevention and risk identification; strengthen communication with the newly engaged accounting firm, guide and supervise the external auditors to properly conduct the audit on 2015 A shares and H shares financial reports, focus on the implementation of rectification measures in the “Management Proposal”, actively promote consolidation of internal control and operational risks and construction of management enhancement project, strengthen the daily monitoring and early warning of internal control compliance, effectively carry out troubleshooting of major risks, prevent occurrences of noncompliance and ensure sound development of business.

(IV) To optimize organizational structure and complete election and change of session of the Board of Directors

On the basis of previous works, the Board of Directors will further enhance communication with substantial shareholders regarding election related issues and properly handle the nomination of candidates to ensure that the new directors have sound strategic vision and professional competence.

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It will also properly complete the internal review procedures and report to the CBRC for approval of qualifications, so as to ensure the smooth transition and effective functioning of the Board of Director. On this basis and taking into full consideration the experience and expertise of Directors, the Bank will establish reasonable composition of special committees to improve the structure of the Board of Directors. To facilitate better cooperation between existing and newly appointed Directors, the Bank will arrange special trainings for new Directors to constantly enhance their duty performance and management of the Board of Directors.

(V) To optimize system construction and further standardize insider information management

In order to meet regulatory requirements, taking into account the practices of the Board of Directors and the special committees in recent years and with reference to the experience of other industry players, the Board of Directors will further improve the relevant systems by, among other measures, amending the terms of reference of the six special committees under the Board of Directors, the “Plan of Authorisation by Shareholders’ General Meeting to Board of Directors”, “Plan of Authorisation by Board of Directors to the President” and “Management Plan of Authorisation by the Board of Directors to President” and “Management System for Disclosure of Information”, thereby ensuring the standardized corporate governance of the Bank by institutional means.

Meanwhile, upon the equity transfer of major shareholders, the management standards of insiders and insider transactions of the Bank will be strengthened. The Board of Directors will further rationalize the operating procedures, formulate and optimize the relevant mechanisms, continue to regulate equity management and investor relations management, enhance the quality and efficiency of information disclosure, and treat all shareholders fairly, so as to establish a good image in the capital market.

(VI) To develop green finance and further strengthen the protection of consumer rights and interests

The Board of Directors will urge the management to support the nation’s call for “public entrepreneurship, innovation, green, and low carbon businesses”. Focusing on development of “technology finance” and “green finance”, it will optimize the credit policy, further increase investment in green finance, pay attention to and support environment-friendly high-tech enterprises, explore mechanism for risks and benefits sharing by multiple parties, and strive to build a green industrial system and spatial pattern.

Meanwhile, the Board of Directors will guide the management to further implement protection of the rights and interests of financial consumers in accordance with the standards proposed by the State Council and regulatory authorities. Adopting the scientific development concept of innovation, coordination, green, open and sharing, the Bank will further increase resources input and inspection efforts based on system construction. It will speed up establishment of long-term mechanism to safeguard the rights and interests of finance consumers, earnestly fulfill the responsibilities and obligations to protect their rights and interests, and continue to create value for shareholders, employees, customers and the public.

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CHINA EVERBRIGHT BANK COMPANY LIMITED 2015 WORK REPORT OF THE BOARD OF SUPERVISORS

I. MAJOR TASKS OF THE BOARD OF SUPERVISORS IN 2015

(I) Meetings of the Board of Supervisors

1. Held regular meetings of the Board of Supervisors to consider relevant proposals

In 2015, in accordance with the Company Law and the Articles of Association, the Board of Supervisors organised and convened 15 meetings of various kinds in total, including 7 meetings of the Board of Supervisors, 3 meetings of the Supervision Committee, and 5 meetings of the Nomination Committee, considering a total of 35 proposals mainly involving contents including regular bank reports, duty performance evaluation reports of the Board of Directors and the senior management, internal control evaluation reports, profit distribution plan, annual remuneration packages of supervisors, and change of session and election of the Board of Supervisors. During the course of attending various meetings, supervisors actively expressed opinions during the deliberations and exercised voting right legally and prudently, effectively protecting the legitimacy, compliance and validity of the resolutions of the Board of Supervisors and enhancing the effectiveness of supervision.

2. Attendance at relevant meetings as observers to gain access to supervision information

In accordance with the relevant provisions of the Articles of Association and the Rules of Procedure of the Board of Supervisors of China Everbright Bank, arrangements were made for some supervisors to attend various meetings as observers during the year, including general meetings, meeting of the Board of Directors, meetings of Special Committees of the Board of Directors and communication meetings of directors. The Chairman and Vice-Chairman of the Board of Supervisors were also invited to attend some of the work meetings of the President and important bank-wide business management meetings as observers. By attending meetings as observers, supervisors focused on the legitimacy and compliance of the agendas and proposals of the above meetings and supervised the attendance of and discussions made by directors and the senior management to fully understand whether they had performed their duties diligently.

(II) Supervision by the Board of Supervisors

1. Performed duty performance supervision in a sound manner

The Board of Supervisors performed the duty performance supervision throughout the financial supervision, risk management supervision and internal control supervision of the Bank, strengthened duty and responsibility performance supervision over the Board of Directors, Senior Management and their members. Through attending relevant meetings as observers and accessing related documents, receiving briefings on business, the Board of Supervisors further enhanced daily supervision of the duty performance of the Board of

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Directors, its members and the senior management; Based on daily supervision, the Board of Supervisors formed opinions on the annual performance of the Board of Directors, directors and the senior management, and informed the Board of Directors and the senior management of the evaluation results and reported the same to the shareholders’ general meeting in a timely manner, as well as reported the evaluation results of the duty performance of directors to China Banking Regulatory Commission in accordance with the provisions of the Measures on Duty Performance Evaluation for Directors (Trial) of China Everbright Bank.

2. Emphasised business supervision

During the year, in accordance with the provisions of the Company Law, the Guidelines for the Boards of Supervisors of Commercial Banks, and the Articles of Association, the Board of Supervisors focused on business supervision, received several business briefings mainly involving the Bank’s finance, risk management and internal control establishments, which enriched the information needed to perform the duties of the Board of Supervisors and enhanced the standards of supervision.

In terms of financial supervision, the Board of Supervisors successively considered regular reports for four times, paid attention to the preparation and auditing of such reports, analyzed the change of financial data and verified the authenticity of financial information; focused on the change of accounting policies and the accuracy in the application of accounting policies; considered the annual profit distribution plan, played a positive role in strengthening financial management and financial accounting of the Bank.

In terms of risk management supervision, the Board of Supervisors received relevant briefings on bank asset quality and risk management of IT System, focused on the establishment and improvement of the comprehensive bank risk management governance structure, paid timely attention to the supervisory advice of regulatory authorities and the main risks discovered by external audit inspections, made timely reports to meetings of the Board of Supervisors and urged the management to make timely rectifications and implement relevant suggestions.

In terms of internal control supervision, the Board of Supervisors focused on the establishment and the improvement of the internal control governance structure of the Bank, reviewed annual evaluation reports of internal control, and continuously tracked the implementation of rectification of deficiencies in internal control.

In terms of strategy supervision, the Board of Supervisors strengthened supervision over the “science, reasonableness and effectiveness” of strategy in accordance with relevant provisions under the Guidelines on the Corporate Governance of Commercial Banks and the Articles of Association: organized Supervisors to participate in the communication meetings of directors and conducted in-depth discussions on problems of the re-examination on strategies of the Bank with directors and senior management; organized supervisors to attend the Seventh meeting of the sixth session of the Strategy Committee of the Board of Directors, reviewed the

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Report on the Re-examination and Related Proposed Changes on Strategy; continuously followed the formulation and re-examination of the development strategy through referring to documents and special interviews etc.

3. Actively carried out investigations and researches

During the year, following closely the strategic positioning and the development of business restructuring of the Bank, the Board of Supervisors visited the Bank’s branches in Beijing, Kunming, Shanghai, Qingdao, Suzhou, Nanchang, Hefei, Shijiazhuang, Chengdu, Taiyuan, Wuhan, Fuzhou, Changchun, Nanning, Lanzhou, Jinan, Chongqing, Hangzhou, Wuxi, Tianjin, etc., to conduct investigations and researches on issues including business development, risk management and internal audit, receive work briefings, put forward targeted suggestions and recommendations for improvement, supervise business development and disposal of non-performing assets.

(III) Self-construction of the Board of Supervisors

1. Well-organized the change of session of the Board of Supervisors

The Board of Supervisors complied with the provisions of relevant laws, regulations and the Articles of Association, carefully formulated the proposals on change of session and election, and carefully nominated candidates of supervisors, strictly reviewed the qualification of candidates, clarified the procedure of election and convened meetings to consider and approve the Proposal on Election of Candidates for Shareholder Representative Supervisors and External Supervisors of the Seventh Session of the Board of Supervisors of China Everbright Bank Company Limited.

2. Improved the institutional systems, to regulate the duty performance behaviours

The Board of Supervisors revised the Terms of Reference of the Nomination Committee under the Board of Supervisors of China Everbright Bank Company Limited and Terms of Reference of the Supervision Committee under the Board of Supervisors of China Everbright Bank Company Limited, so as to further improve the operation procedure of the Special Committees under the Board of Supervisors.

II. COMMENTS ON DUTY PERFORMANCE EVALUATION

(I) Comments on Duty Performance Evaluation of the Board of Directors

In 2015, the Board of Directors seriously implemented the national economic and financial policies, strictly complied with the national supervisory provisions and the listing rules of Shanghai and Hong Kong, actively performed their duties required by the Company Law and the Articles of Association, and played an important role in aspects including corporate governance, capital replenishment, risk management, related party transaction control and information disclosure.

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1. Seriously convened meetings satisfying legitimacy and compliance provisions in form and content

In 2015, based on work needs, the Board of Directors convened a total of 4 shareholders’ meetings and considered 20 proposals, convened 8 meetings of the Board of Directors, including 4 on-site meetings and 4 meetings by written resolutions, and considered 65 proposals and received 20 reports. The Board of Directors convened a total of 26 meetings of Special Committees, including 4 meetings of the Strategy Committee, 7 meetings of the Audit Committee, 4 meetings of the Risk Management Committee, 3 meetings of the Nomination Committee, 3 meetings of the Remuneration Committee and 5 meetings of the Related Party Transaction Control Committee. The Special Committees of the Board of Directors considered 54 proposals, and received and studied 21 topical reports, and convened 12 communication meetings of directors and received 45 reports. The number of meetings held, procedures, attendance, proposal deliberations and voting method all complied with legal provisions and provisions of the Articles of Association.

2. Actively performed decision-making functions, and promoted the steady development of the bank

Firstly, the Board of Directors strengthened capital management and actively replenished capital. In the first half of 2015, through reviewing situation and guiding the management to seize golden opportunities, the Board of Directors smoothly completed the issuance of preference shares, and successfully raised a proceeds of RMB20 billion, which further improves level of the capital adequacy ratio, and provides solid support for the continuous development of various kinds of business of the Bank.

Secondly, the Board of Directors strictly adhered to the bottom line of risks and reinforced comprehensive risk management. During the year, the Board of Directors paid great attention to the overall risk management, reviewed overall risk management report regularly, and re-assessed the annual risk appetite and risk tolerance indicators during the year; adjusted the indicators of non-performing loan ratio and provision coverage ratio; reviewed and revised the Comprehensive Risk Management Policy of the Bank; improved risk management system and mechanism through enhancing the hierarchical management at head office and branch offices, and supervised and urged the management to accelerate the building of a dedicated credit approval team, so as to ensure the effective implementation of relevant reform initiatives.

Thirdly, the Board of Directors promoted the transformation of operating model and cultivated competitive strengths. During the year, following the development trend of the Internet finance while seizing the consumer finance market, the Board of Directors promoted the transformation of operating model of the Bank, successively considered and approved the proposals on establishment of CEB International subsidiaries and wealth management subsidiaries and consumer finance subsidiaries, and considered and agreed to establish the CEB Seoul branch in South Korea as its first overseas branch.

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3. Continuously optimized the corporate governance framework and ensured the compliance of the operation of the Board of Directors

During the year, the Board of Directors amended the Rules of Procedure of the General Meeting of Shareholders, Rules of Procedure of the Board of Directors and Terms of Reference of the Secretary to the Board of Directors based on the relevant regulatory requirements and actual need, and proceeded to rationalize and optimize the terms of reference of all Special Committees of the Board of Directors, satisfied the regulatory requirements on the issuance of preference shares and work of secretary of the Board of Directors from the system layer; actively carried out the work of the change of session of the Board of Directors, formulated the election for change of session proposals, strictly performed consideration procedures, thus ensuring the smooth transition and effective progress of the change of session.

4. Carried out information disclosure in accordance with provisions and strictly managed the related party transactions

During the year, the Board of Directors strictly complied with the relevant provisions of the Shanghai Stock Exchange and Hong Kong Stock Exchange, and timely, truly and completely disclosed important information of the Bank including regular reports, ad-hoc announcements on various important matters mainly involving annual reports, interim reports, quarterly reports, resolutions of shareholders’ general meetings, resolutions of the Board of Directors, resolutions of the Board of Supervisors, and related party transactions. There was no violations of laws and regulations found during information disclosure. Based on the change of shareholding structure of the each party after re-organization of Everbright Group, the Board of Directors comprehensively rationalized and updated the list of related parties, and extended such list under the Accounting Standards for Business Enterprises, ensured the accuracy and completeness of list of related parties and continuously improved the filing system of general related party transactions, thereby ensuring the compliance and efficiency of the management of related party transactions of the Bank.

The Board of Supervisors considers that:

In 2015, the Board of Directors complied with the provisions of laws, regulations and the Articles of Association, diligently carried out all types of work legally in compliance with laws and regulations, efficiently implemented the resolutions of the shareholders’ general meeting, actively carried out the function of decision-making on important matters and played a key role in corporate governance. All Special Committees of the Board of Directors earnestly considered and reviewed professional topics in accordance with their respective functions and duties, gave advice and recommendations for the reference of Directors in making decisions, thereby ensuring the Board of Directors to make decisions in a scientific and professional manner. During the year, there was no violations of the provisions of relevant laws, regulations and the Articles of Association during the duty performance of the Board of Directors and the Special Committees thereuder.

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The Board of Supervisors recommends that:

Facing the complex and serious economic and financial circumstances, the Board of Directors should carefully study and estimate the development trend of macro economy under the new normal, commit to giving priority to development, deal properly with the relationship between scale and quality, speed and efficiency, reform and innovation, structural adjustment and risk control, etc., formulate strategic development plan of the next cycle in a scientific manner; prudently set the risk tolerance indicators, and strictly adhere to the bottom line of risks, thus ensuring the stability of assets quality and operational safety; strengthen dynamic management and replenishment of capital, further consolidate capital foundation, and keep the adequacy ratio at a reasonable level.

(II) Comments on Duty Performance Evaluation of the Senior Management

In 2015, the senior management of Everbright Bank fulfilled their responsibilities required by laws and regulations and the Articles of Association, conscientiously implemented the resolutions of the shareholders’ general meetings, the Board of Directors and the Board of Supervisors, adhering to the overall keynote of forging ahead while maintaining its stability on the basis of scientific judgment and careful planning, the Bank spared no efforts on steady growth and structural adjustment, increase of efficiency, risk prevention, deepening of reform, strengthening of management and party building, thereby achieving progress and goodness while maintaining its stability.

1. Reviewed situation, maintained stable operation and completed the budget task assigned by the Board of Directors

During the year, the senior management actively coped with the complex economy and finance situation, carefully complied with economy and finance policies and regulator provisions of the state, followed the trend, faced the difficulty, completed the budget task assigned by the Board of Directors, achieved expected results with some operational indicators better than those of comparable companies. During the year, the total amount of assets of the Bank made a breakthrough of RMB3,000 billion, with Renminbi loans and deposits ranking top among comparable companies, achieved continuous increase in revenue with profit growth reaching the budget goal set by the Board of Directors and the capital adequacy ratio satisfying the regulatory requirements.

2. Promoted the deepening of reforms and laid a solid foundation for management

During the year, under the guidance of the Board of Directors and in accordance with the Master Plan to Deepen Reforms on Mechanisms and Systems of China Everbright Bank Company Limited, the senior management carried out reforms in key fields and areas, deepened reforms on budget management and resources allocation system, risks mechanisms and systems, organizational structure and system, operating and management authorization system as well as the innovation mechanism and system to vitalize the operation and development of the Bank; accelerated the planning of overseas institutions, such as the establishment of CEB International subsidiaries and obtaining the approval on the establishment of CEB Seoul branch; deployed Internet finance, and introduced direct bank- Sunshine Bank; successfully issued 20 billion preference shares, thereby providing strong support for continuous and healthy development of the Bank in future.

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3. Strengthened risk management measures and reinforced risk management capacity

During the year, the Senior Management reinforced risk management comprehensively and further strengthened risk management measures in accordance with the bottom-line thinking, thereby maintaining an overall control of various kinds of risks. Firstly, it reinforced the management before, during and after loan, strengthened risks disposal and credit risk management; Secondly, it actively adjusted the duration structure of business, reinforced refinement management and maintained its liquidity at a safe and stable level; Thirdly, it established a comprehensive interest rate authorisation management system, dynamically adjusted indicators including liabilities FTP, so as to effectively avoid market risks; Fourthly, it seriously carried out special investigations on “Two Strengthen, Two Restrain” and “Looking Back, and enhanced investigation effectiveness of abnormal behaviors of employees and abnormal deal information of clients, thereby maintaining a stable operating environment.

4. Actively coordinated the “two main physical examinations”, and carefully carried out the correction work

During the year, the senior management coordinated with the the National Audit Office in auditing and correction and with the Central Inspection Team in inspection and correction, and through active support and coordination, carried out comprehensive and deep correction of the problems identified by the the National Audit Office and Central Inspection Team.

5. Diligent performance of duties, prudent decision-making and compliant procedures

The senior management made business analysis, judgments and decisions in accordance with the scope of responsibilities and internal procedures of corporate governance, and carried out all kinds of business management work under the authority of the shareholders’ general meeting and the Board of Directors with plans, commitments, supervision, inspections in place, and regularly reported to the Board of Directors and its Special Committees. In accordance with the relevant provisions of the Articles of Association, the senior management timely provided the Board of Supervisors with relevant information and materials to facilitate the Board of Supervisors in carrying out relevant supervision work.

The Board of Supervisors considers that:

In 2015, the senior management seriously implemented the resolutions of general meetings of shareholders and the Board meetings, practically reinforced the strategy implementation capacity, achieved the budget goals set by the Board of Directors, deepened reforms and innovations, accelerated adjustment and optimized business structure, and benchmarked the development of the other banks and financial institutions, steadily increased market share, increased income while reducing cost, significantly increased operational efficiency, further enhanced the risk control capacity, enabling the senior management to play an active and important role in operational decision making, reforms, development and daily management of the Bank. During the year, there was no violations of laws, regulations and the Articles of Association identified during the duty performance of the senior management. There was no major risk cases and violations of the Bank during the year.

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The Board of Supervisors recommends that:

The senior management should actively face challenges, carefully implement the new round of development strategy and annual operational plan and continuously improve operational benefits and shareholders’ return; further promote the reforms of risk management mechanism and system, focus on credit risk, liquidity risk and operation risk, practically improve the validity of risk management and control, thereby ensuring the stability of the assets quality; further improve the innovation system, accelerate the expansion of diversified financial service channels, promote innovation in “Internet+” and other financial businesses.

(III) Comments on Duty Performance Evaluation of the Directors

According to the Measures on Duty Performance Evaluation for Directors of China Everbright Bank Company Limited (Trial), the Bank conducted evaluation on the duty performance of directors in 2015. The Board of Supervisors conducted comprehensive evaluation on the duty performance of Directors in 2015 based on the daily supervisory records as well as the self-evaluation of directors and the overall results of the evaluation of directors by the Board, and concluded that all Directors have properly performed their duties. The evaluation results of directors in 2015 showed that all directors were competent.

(IV) Comments on Duty Performance Evaluation of the Supervisors

In accordance with the Measures on Duty Performance Evaluation for Supervisors of China Everbright Bank Company Limited, the Bank conducted an evaluation of the duty performance of supervisors in 2015. The Board of Supervisors conducted a comprehensive evaluation of the duty performance of supervisors in 2015 based on the daily supervision records, and making reference to the self-evaluation and the mutual evaluation on the supervisors. The evaluation results of supervisors in 2015 showed that all supervisors were competent.

II. 2016 WORK PLANS FOR THE BOARD OF SUPERVISORS

In 2016, against the backdrop of the new normal economic development, the Board of Supervisors will continue to perfect the standardised and institutionalised operation mechanism based on the responsibilities conferred by the Guidelines on Corporate Governance of Commercial Banks, Guidelines for Board of Supervisors of Commercial Banks, and Articles of Association. The Board of Supervisors will continue to supervise the business management of the Bank through methods including meetings and researches, regularly receiving briefings on important supervision areas including duty performance, financial activities, internal control, risk management and strategy management, while strengthening off-site inspection and reviewing of important documents. The Board of Supervisors will constantly improve the supervision procedures and methods of the Board of Supervisors, and promote the continuous and steady development of the Bank. The main work plans are as follows:

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(I) Complete the change of session and election of the Board of Supervisors

Firstly, the Board of Supervisors will complete the change of session and election of the Sixth Session of the Board of Supervisors, and perform the procedure of electing shareholders representative supervisors and external supervisors; secondly, the Board of supervisors will supervise and guide the labor union of the Bank to elect the new session of employee representative supervisors as soon as possible; thirdly, after the establishment of the new session of the Board of Supervisors, while taking the into account of regulatory opinions, the Board of supervisors will further optimize the member composition of the Special Committees under the Board of Supervisors; fourthly, the Board of supervisors will organize the newly appointed supervisors to participate in the professional training organized by the CBRC, CSRC, Beijing Association of Listed Companies and other institutions, thereby ensuring their performance of duty as soon as possible.

(II) Perform routine supervision, and actively explore methods for effective duty performance

1. Improve duty performance supervision, and promote due diligence of the Board of Directors, the Board of Supervisors and the senior management

The Board of Supervisors will complete the 2015 duty performance supervision and evaluation of the Board of Directors, directors, and the senior management as planned. The Board of Supervisors will try to carry out evaluation of duty performance of supervisors in accordance with the newly formulated Measures on Duty Performance Evaluation for Supervisors of China Everbright Bank Company Limited. Based on the duty performance evaluation plan, the Board of Supervisors will identify the key areas of its work, strengthen collection of data and compilation of statistics on daily duty performance of directors and supervisors, improve duty performance archives, and promote standardisation and normalisation of duty performance supervision.

2. Actively carry out routine supervision, and focus on supervision over strategy and remuneration management

On the basis of existing methods including attending meetings, receiving briefings, conducting investigations and researches and off-site retrieval of information, the Board of Supervisors will keep on exploring, researching and innovating the methods and means of supervision, so as to strengthen daily supervision and inspection of the finance, risk management and internal control management of the Bank. Especially, combining with the formation of the new round strategy of the bank, the Board of Supervisors will focus on supervising the strategy formulation of the Board of Directors and the strategy implementation of the senior management, and form a evaluation report therefrom; attach high importance on supervising the remuneration management systems and polices of the Bank and the formulation and implementation of the remuneration plan of the members of senior management, and provide independent advice and supervision reminders on the above matters in accordance with regulatory requirements.

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3. Strengthen research around significant problems and provide suggestions and contributions to the development of the Bank

In 2016, the Board of Supervisors will continue to uphold supervision principles aimed at achieving the same goal, carry out targeted and focused research with a focus on the Bank’s core work, conduct research on and discuss the major issues of the Bank’s corporate governance and business management, provide constructive supervision advice, urge the management to further improve policies and measures to promote the continuous and prudent development of the Bank, and enhance the contribution value of the Board of Supervisors.

(III) Focus on strengthening self-construction, and improve and perfect the foundations for duty performance

1. Strengthen learning and training

In 2016, based on the overall work arrangements, the Board of Supervisors will make arrangements for supervisors to participate in the annual training for supervisors conducted by regulatory authorities, and will timely invite internal and external experts to conduct training on duty performance of supervisors, with a focus on macroeconomic situations, trends of regulatory policies, corporate governance and the practices of the Board of Supervisors, actively collect, sort and provide information related to corporate governance and duty performance, and provide support and services for duty performance of supervisors, so as to enhance the duty performance standards of supervisors.

2. Strengthen communication and coordination

In 2016, the Board of Supervisors will further strengthen communication with regulatory authorities, substantial shareholders, the Board of Supervisors of the Group, the Board of Directors and senior management of the Bank, and under the circumstances of common fundamental goals, focus on supervision work and serve overall development. Meanwhile, the Board of Supervisors will further enhance the communication with departments of the headquarters and with branches, promote the positioning, duties and main work of the Board of Supervisors through visiting, interviews and printing and distributing dynamic work news, thereby improving the Bank’s understanding and awareness of the work of the Board of Supervisors and creating a better internal environment for the supervision work.

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CHINA EVERBRIGHT BANK COMPANY LIMITED PLAN OF AUTHORISATION BY SHAREHOLDERS’ GENERAL MEETING TO BOARD OF DIRECTORS (AMENDED IN 2016)

According to the relevant laws and regulations, including the Company Law of the People’s Republic of China and the Articles of Association of China Everbright Bank Company Limited (the “Articles of Association of the Bank”), the Shareholders’ General Meeting of China Everbright Bank Company Limited (the “Bank”) authorises the Board of Directors to exercise the following authorities:

I. AUTHORITY TO APPROVE EQUITY INVESTMENT

The Board of Directors shall have the authority to approve external equity investment projects (i.e., transactions in which external investment is made with monetary funds, physical assets or other forms of consideration in exchange of equity) with a lump sum amount not exceeding RMB2 billion.

II. AUTHORITY TO APPROVE BONDS ISSUANCE

The Board of Directors shall have the authority to approve the issuance of ordinary financial bonds with an annual cap of 1% of the latest audited total assets of the Bank, save for corporate bonds including subordinated bonds, tier-2 capital bonds or convertible bonds issued for the purpose of replenishing capital.

III. AUTHORITY TO APPROVE BONDS INVESTMENT

(I) The Board of Directors shall have the authority to approve investments in Chinese treasury bonds, bills issued by the People’s Bank of China, policy bank bonds, bonds issued by international financial institutions, US government bonds, sovereign bonds and local government bonds, with investment grade or above ratings, with an annual cap of 30% of the latest audited total assets of the Bank.

(II) In addition to the bonds specified in Paragraph (I), the Board of Directors shall have the authority to approve investments in bonds with investment grade or above ratings, or in fully secured bonds with lower ratings, provided that the investment made to any single bond issuer shall not exceed 10% of the latest audited net assets of the Bank.

Bonds investment referred to in this Plan shall include both the purchase and sales of bonds.

IV. AUTHORITY TO APPROVE ACQUISITION OF ASSETS

(I) The Board of Directors shall have the authority to approve the acquisition of credit assets with an annual cap of 30% of the latest audited total assets of the Bank.

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(II) The Board of Directors shall have the authority to approve the purchase of fixed assets1 and other non-credit assets provided that the value of single asset shall not exceed RMB1 billion. In particular, the Board shall submit the Annual Fixed Assets Investment Budget to the General Meeting of the Shareholders for approval.

V. AUTOURITY TO APPROVE DISPOSAL OF ASSETS

(I) The Board of Directors shall have the authority to approve the disposal of equity assets provided that the value of any single asset to be disposed shall not exceed RMB500 million.

(II) The Board of Directors shall have the authority to approve the disposal of fixed assets provided that the net book value of any single asset to be disposed shall not exceed RMB1 billion.

(III) The Board of Directors shall have the authority to approve the disposal of credit assets and other non-credit assets, provided that the value of assets to be disposed of in any given year shall not exceed 30% of the latest audited total assets of the Bank.

The above 3 types of disposal of assets shall include sale and transfer of assets, but shall exclude the provision of guarantee with such assets.

VI. AUTHORITY TO APPROVE WRITE-OFF OF ASSETS

(I) The Board of Directors shall have the authority to approve the write-off of equity assets, provided that the value of any single asset to be written off shall not exceed RMB500 million.

(II) The Board of Directors shall have the authority to approve the write-off of fixed assets, provided that the net book value of any single asset to be written off shall not exceed RMB500 million.

(III) The Board of Directors shall have the authority to approve the disposal of credit assets and other non-credit assets without limit in amount.

VII. AUTHORITY TO APPROVE PLEDGE OF ASSETS AND GUARANTEE OF OTHER NON- COMMERCIAL BANKING BUSINESSES

Save for matters subject to the consideration and approval of the General Meeting as required by the regulatory requirements, the Board of Directors shall have the authority to approve the pledge of assets provided to external parties and the guarantee of other non-commercial banking businesses, provided that the amount for each pledge or guarantee shall not exceed RMB1 billion.

1 Investment in fixed assets include construction of buildings for business operation, investment in information technology, channel construction and upgrade of facilities for business operation.

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The provision of pledge of assets or guarantees of other non-commercial banking businesses to related parties shall be subject to the consideration and approval of the General Meeting.

VIII. AUTHORITY TO APPROVE INSTITUTION

(I) The Board of Directors shall have the authority to approve the establishment of tier-one departments at the head office.

(II) The Board of Directors shall have the authority to approve the establishment of tier-one branches within China and overseas branches (including representative offices).

The above matters in respect of establishment refers to both establishment and revocation (excluding merger) of institutions.

IX. AUTHORITY TO APPROVE CORPORATE INSTITUTION

External investment, capital increase, spinning off and merger and other material matters of the corporate institutions2 established by the Bank which require the Bank to exercise decision making rights in the capacity of shareholders, shall be considered and resolved by the Board of Directors. Where the Bank is required to make investment, provisions in relation to the authority to approve equity investment stipulated in this Plan of Authorisation shall apply.

X. AUTHORITY TO APPROVE DONATIONS

The Board of Directors shall have the authority to approve external donations (including charitable donations and commercial sponsorships etc.) provided that the amount of any single external donation shall not exceed RMB5 million and the aggregate amount of external donations made during the year shall not exceed the sum of RMB20 million.

XI. The Board of Directors can sub-delegate to the Management all or part of its power authorised by the General Meeting. Except for matters that required to be decided by the Shareholders’ General Meeting as expressly stipulated in the Articles of Association of the Bank and the Rules of Procedure for the Shareholders’ General Meeting, the Board of Directors and the Management shall exercise their power on management and operational decision making in accordance with the relevant provisions.

XII. During the implementation period of this Plan of Authorisation in the event that relevant laws and regulations, policies and regulatory requirements the state or the venue of listing of the securities of the Company formulates or revises would result in any conflict between this Plan of Authorisation and the relevant laws and regulations, polices and regulatory requirements, such laws and regulations, polices and regulatory requirements shall prevail.

2 Corporate institutions refer to banks, non-banking financial institutions or companies that are independent legal persons.

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XIII. This Plan of Authorisation is effective from the date it is approved by the Shareholders’ general meeting until when the Shareholders’ general meeting makes a new plan of authorisation.

XIV. The Board of Directors shall summarise and analyse the implementation of this Plan of Authorisation on an annual basis, and report to the Shareholders’ General Meeting. The Shareholders’ General Meeting may supplement or adjust the relevant authorisations according to the actual circumstances by way of passing resolutions at the Shareholders’ General Meeting.

Notes: 1. The currency specified in this Plan of Authorisation are stated in Renminbi, including its foreign currency equivalent.

2. All amounts or rates (ratios) specified in this Plan of Authorisation are inclusive of the figure.

3. Other non-credit assets referred to in this Plan of Authorisation mean assets other than credit assets, fixed assets, equity assets and bonds.

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EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS

Tang Shuangning, aged 61, joined the Company as Chairman of the Board of Directors in July 2007. Currently, he is also Chairman of China Everbright Group Limited, Chairman of China Everbright Holdings Company Limited, Chairman of China Everbright Limited (listed on the Hong Kong Stock Exchange, stock code: 00165), Chairman of China Everbright International Limited (listed on the Hong Kong Stock Exchange, stock code: 00257), member of the board of directors of Everbright Securities Co., Ltd. (listed on the Shanghai Stock Exchange, stock code: 601788) and member of the board of directors of Sun Life Everbright Life Insurance Co., Ltd. He was Deputy General Manager of Shenyang Branch of China Construction Bank (“CCB”) (listed on the Hong Kong Stock Exchange, stock code: 00939; listed on the Shanghai Stock Exchange, stock code: 601939）, Deputy General Manager and General Manager of Shenyang Branch of People’s Bank of China (“PBC”) and Deputy Director General and Director General of Shenyang Branch of State Administration of Foreign Exchange. He served successively as Director-General of the Credit Management Department of PBC, Director-General of the Currency, Gold and Silver Bureau of PBC and Director-General of the First Banking Supervision Department of PBC. From April 2003 to June 2007, he was Vice Chairman of China Banking Regulatory Commission (“CBRC”), and Vice President of the China Society for Finance and Banking and Advisor of the Investment Association of China etc.. He is a graduate of Dongbei University of Finance and Economics and holds a master’s degree in Investment and Economics and is a senior economist. He is a member of the Eleventh National Committee of the Chinese People’s Political Consultative Conference (“CPPCC”), a deputy to the Eighteenth National Congress of the Communist Party of China (“CPC”), a member of the Twelfth National People’s Congress and Vice Chairman of Agriculture and Rural Affairs Committee of the National People’s Congress. He is awarded “Special Government Allowance” by the State Council of China.

The Company proposes to re-appoint Mr. Tang as a Non-executive Director for a term of three years. Mr. Tang will not receive any director’s fees. Save as disclosed above, Mr. Tang has not held other directorships in any other listed companies in the last three years and he does not hold any other positions with the Company or other group members of the Company. Save as disclosed above, Mr. Tang does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Tang which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.

Gao Yunlong, aged 57, has served as the Vice Chairman of the Company since December 2014. He currently serves as Vice Chairman and General Manager of China Everbright Group Limited. From 1994 to June 2014, he successively served as Deputy Head, Head and senior engineer of China Development Bank, as well as adjunct professor, Deputy Mayor of Baise of Guangxi Zhuang Autonomous Region, Vice Chairman and Chairman of Guangxi Zhuang Autonomous Region of China National Democratic Construction Association (“CNDCA”), Deputy Governor of Qinghai Province, Chairman of CNDCA at Qinghai Province, Executive Director and Deputy General Manager of China Everbright (Group)

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Corporation. He graduated from Tsinghua University with a doctoral degree in Chemical Engineering of the Department of Chemical Engineering. He is a senior engineer, professor and supervisor of postgraduates at Tsinghua University. He is also a member of the 11th and the 12th of the CPPCC.

The Company proposes to re-appoint Mr. Gao as a Non-executive Director for a term of three years. Mr. Gao will not receive any director’s fees. Save as disclosed above, Mr. Gao has not held other directorships in any other listed companies in the last three years and he does not hold any other positions with the Company or other group members of the Company. Save as disclosed above, Mr. Gao does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Gao which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.

Liu Jun, aged 44, is currently Deputy General Manager of China Everbright Group Limited. He also concurrently serves as Chairman of China Everbright Industry Group Ltd., Vice Chairman of the Board of China Everbright Holdings Company Limited, Vice Chairman of China Everbright Limited and Vice Chairman of the Board of China Everbright International Limited. He was Vice President of China Everbright Bank Company Limited, Executive Director and Deputy General Manager of China Everbright (Group) Corporation and Chairman of the Board of Sun Life Everbright Life Insurance Co.,Ltd.. He was awarded with PhD in Business Administration by the Hong Kong Polytechnic University and is a senior economist. He is a committee member of the 12th Session of the Standing Committee of the All-China Youth Federation, Vice Chairman of 5th Session of Committee of The Youth Federation of Central Government Departments, Vice Chairman of the 2nd Session of the Committee of National Financial System Youth Federation and Vice Chairman of the 14th Session of the Board of the Hong Kong Chinese Enterprises Association.

The Company proposes to appoint Mr. Liu as a Non-executive Director for a term of three years. Mr. Liu will not receive any director’s fees. Save as disclosed above, Mr. Liu has not held other directorships in any other listed companies in the last three years and he does not hold any other positions with the Company or other group members of the Company. Save as disclosed above, Mr. Liu does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Liu which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.

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Zhang Jinliang, aged 46, has become Deputy Secretary of the CPC Committee and President of the Company since February 2016. He currently also serves as Executive Director of China Everbright Group Limited. He served as Executive Vice President of Bank of China (listed on the Hong Kong Stock Exchange, stock code: 03988; listed on the Shanghai Stock Exchange, stock code: 601988) from July 2014 to January 2016. He served as President of the Beijing Branch of Bank of China from November 2009 to December 2014. He had worked in the Financing and Accounting Department of the Head Office of Bank of China for many years. From February 2007 to November 2009, he served as General Manager of Financial Management Department of the Head Office of Bank of China. From October 2003 to February 2007, he served as Deputy General Manager of the Financing and Accounting Department of the Head Office of Bank of China, and also served as General Manager of the IT Blueprint Implementation Office from March 2005 to February 2007. He obtained his doctorate in economics from Xiamen University in September 1997. He is a certified public accountant.

The Company proposes to appoint Mr. Zhang as an Executive Director for a term of three years. Mr. Zhang will not receive any director’s fees. The other remuneration will be announced upon confirmation. Save as disclosed above, Mr. Zhang did not hold other directorships in any other listed companies in the last three years and he does not hold any other positions with the Company or other group members of the Company. Save as disclosed above, Mr. Zhang does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Zhang which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.

Ma Teng, aged 57, has been Executive Director of the Company since March 2015. He currently serves as Deputy Secretary of the CPC Committee and Executive Vice President of the Company, and concurrently as Chairman of the Board of Directors of CEB International Investment Corporation Limited. From December 2010 to December 2014, he has been a member of the CPC Committee and Vice President of the Company. From November 2009 to December 2010, he acted as General Manager of Financial Management Department of China Everbright (Group) Corporation. From March to November 2009, he acted as a member of CPC Committee of China Everbright Industry Group Ltd. From June 2005 to February 2009, he acted as the Deputy Secretary of CPC Committee, Director and Chief Executive Officer of China Bohai Bank. From July 1984 to June 2005, he served as Secretary of the CPC Committee, President of Peony Card Center and General Manager of Bank Card Department in Industrial and Commercial Bank of China (“ICBC”) (listed on the Hong Kong Stock Exchange, stock code: 1398); he also served as Secretary of the CPC Committee and President of Hebei Branch, Secretary of the CPC Committee and President of Wuhan Branch and Deputy Director of General Office of the Headquarters etc.. He graduated from Dongbei University of Finance and Economics, and obtained a bachelor’s degree in Economics and a doctoral degree in Political Economics from Zhongnan University of Economics and Law. He is a senior economist.

The Company proposes to re-appoint Mr. Ma as an Executive Director for a term of three years. Mr. Ma will not receive any director’s fees. The other remuneration will be announced upon confirmation. Save as disclosed above, Mr. Ma did not hold other directorships in any other listed companies in the last three

- 64 - APPENDIX IV BIOGRAPHIES OF PROPOSED DIRECTORS FOR THE SEVENTH SESSION OF THE BOARD OF DIRECTORS years and he does not hold any other positions with the Company or other group members of the Company. Save as disclosed above, Mr. Ma does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Ma which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.

Li Jie, aged 57, became an Executive Vice President of the Company in August 2003 and a member of the CPC Committee of the Company since January 2003. She also concurrently serves as a Director of China UnionPay Co., Ltd. and Sun Life Everbright Life Insurance Co., Ltd.. She was General Manager of the Planning and Finance Department (the Finance and Accounting Department) of the Company. From October 1988 to April 2001, she worked at different positions in Bank of Communications (listed on the Hong Kong Stock Exchange, stock code: 03328; listed on the Shanghai Stock Exchange, stock code: 601328), including Deputy Chief of the Planning Division and Chief of the Finance and Accounting Division of Jinan Branch, Deputy General Manager of Jinan Branch, and Deputy General Manager and General Manager of Zhuhai Branch. She worked in Huaiyin Office of Jinan Branch of ICBC and in Huaiyin Office of Jinan Branch of the People’s Insurance Company of China (中國人民保險公司). From August 1983 to July 1986, she attended The Open University of China majoring in Finance. She is an accountant.

The Company proposes to appoint Ms. Li as an Executive Director for a term of three years. Ms. Li will not receive any director’s fees. The other remuneration will be announced upon confirmation. Save as disclosed above, Ms. Li did not hold other directorships in any other listed companies in the last three years and she does not hold any other positions with the Company or other group members of the Company. Save as disclosed above, Ms. Li does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does she have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Ms. Li which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is she involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.

Zhang Shude, aged 52, currently works at Central Huijin Investment Ltd. (“CHI”), acting as the Director of China Development Bank. From August 1987 to May 1992, he was a research analyst and Deputy Director of Shanghai Institute of Finance of PBC. From June 1992 to April 1994, he was Deputy Manager of Marketing Department of Shanghai Foreign Exchange Centre, person in charge of General Department of China Foreign Exchange Trade Centre. From May 1994 to August 2008, he was Senior Director of Shanghai Branch of Bank of East Asia (listed on the Hong Kong Stock Exchange, stock code: 00023), Deputy General Manager of International Business Department of Shanghai City Cooperative Bank (上海城市合作銀行) and General Manager of International Business Department of Bank of Shanghai and Secretary of the Board of Bank of Shanghai. He graduated from the postgraduate program in Fudan University, majoring in law. He holds a bachelor’s degree.

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The Company proposes to appoint Mr. Zhang as a Non-Executive Director for a term of three years. Mr. Zhang will not receive any director’s fees. Save as disclosed above, Mr. Zhang did not hold other directorships in any other listed companies in the last three years and he does not hold any other positions with the Company or other group members of the Company. Save as disclosed above, Mr. Zhang does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

Wu Gang, aged 57, became a member of the Board of Directors of the Company in December 2010. He is now working at CHI and also serves as a Director of China Everbright Group Limited. From September 1994 to October 2010, he successively served as Deputy Section Chief in the Department of Foreign Exchange and Foreign Affairs of the Ministry of Finance, Deputy Section Chief and Section Chief of the Department of International Cooperation of the Ministry of Finance, Section Chief and Deputy Director-General of the International Department of the Ministry of Finance, Deputy Director-General and Inspector (Director-General level) of the Department of Administration and Politics of the Ministry of Finance. He was a Second Secretary of the Permanent Mission of China to the United Nations. He graduated from the Department of Foreign Languages of Wuhan University and majored in English, and later obtained a master’s degree in Public Administration from National University of Singapore.

The Company proposes to re-appoint Mr. Wu as a Non-executive Director for a term of three years. Mr. Wu will not receive any director’s fees. Save as disclosed above, Mr. Wu has not held other directorships in any other listed companies in the last three years and he does not hold any other positions with the Company or other group members of the Company. Save as disclosed above, Mr. Wu does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Wu which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.

Li Huaqiang, aged 58, currently works at CHI while serving as Vice Chairman of China Securities Company Limited. From September 1982 to July 1990, he served successively as an engineer of Zhuzhou smelter factory of China Nonferrous Metals Industry Corporation, the Deputy Secretary of the Communist Youth Party Committee of the Main Plant, Vice Director of the Second Plant and General Manager of the joint venture in Shenzhen. From July 1990 to March 1997, he served as Assistant General Manager and Department Director of Shenzhen Science and Industry Park Corporation Joint Venture Shenzhen (Moscow) Joint Stock Corporation. From March 1997 to June 2002, he was the Deputy General Manager of the headquarters of Investment Banking of Guosen Securities Company Limited. From June 2002 to September

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2004, he served as the Chairman, Secretary of the Party Committee and President of Founder Securities Limited. He was the Vice President of Huaxi Securities Company Limited from September 2004 to January 2007 and President and Deputy Secretary of the Party Committee of Chinalion Securities Company Limited from January 2007 to February 2011. From March 2011 to October 2012, he was an External Director of CHI (serving at China Investment Securities Company Limited). From December 2011 to August 2015, he was the Head of the First Division of Institution Equity Management of the Securities Institution Management Department/Insurance Institution Management Department of CHI. He holds a master’s Degree of EMBA from Peking University.

The Company proposes to appoint Mr. Li as a Non-executive Director for a term of three years. Mr. Li will not receive any director’s fees. Save as disclosed above, Mr. Li did not hold other directorships in any other listed companies in the last three years and he does not hold any other positions with the Company or other group members of the Company. Save as disclosed above, Mr. Li does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Li which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.

Zhao Wei, aged 44, has served as a Director of the Company since February 2015. He is currently the Assistant President of China Reinsurance (Group) Co., Ltd. (listed on the Hong Kong Stock Exchange, stock code: 01508), Secretary of CPC Committee, Vice Chairman and General Manager of China Re Asset Management Co., Ltd., Chairman of the Board of Directors of China Re Asset Management (Hong Kong) Co., Ltd., and member of the council of Asia Reinsurance Corporation. From March 2003 to April 2012, he successively served as the General Manager of China Life (Hong Kong) Asset Management Company of China Life Insurance Company, President of China Life Franklin Asset Management Co., Limited, Vice President of New China Asset Management Co., Ltd., and Deputy Party Secretary of China Re Asset Management Co., Ltd. He graduated from the Research Institute for Fiscal Science of the Ministry of Finance with a doctoral degree in Economics.

The Company proposes to re-appoint Mr. Zhao as a Non-executive Director for a term of three years. Mr. Zhao will not receive any director’s fees. Save as disclosed above, Mr. Zhao has not held other directorships in any other listed companies in the last three years and he does not hold any other positions with the Company or other group members of the Company. Save as disclosed above, Mr. Zhao does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Zhao which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.

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Yang Jigui, aged 49, has served as a Director of the Company since February 2015. He is currently the Deputy Chief Accountant of China COSCO Shipping Corporation Limited and General Manager of the Financial Management Department of China COSCO Shipping Corporation Limited, Director of CIB Fund Management Co., Ltd., and Director of Shanghai Life Insurance Company Ltd. From July 2002 to March 2014, Mr. Yang successively served as Deputy Head of Planning and Finance Department (Acting Head), General Manager of Planning and Finance Department and General Manager of Treasury and Finance Department of China Shipping (Group) Company. He graduated from Shanghai Maritime University, majoring in Finance and Accounting. He has a master’s degree and is a senior accountant.

The Company proposes to re-appoint Mr. Yang as a Non-executive Director for a term of three years. Mr. Yang will not receive any director’s fees. Save as disclosed above, Mr. Yang has not held other directorships in any other listed companies in the last three years and he does not hold any other positions with the Company or other group members of the Company. Save as disclosed above, Mr. Yang does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Yang which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Qiao Zhimin, aged 63, has become an Independent Non-executive Director of the Company since January 2013. He is concurrently an Independent Director of Wuhan Rural Commercial Bank. He worked for the Bank of China (“BOC”) (listed on the Hong Kong Stock Exchange, stock code: 03988) from February 1978 to July 1996 and served at various positions such as Deputy Division Director of the Finance and Accounting Department of the Head Office, Deputy General Manager of Luxemburg Branch and Deputy General Manager of the General Planning Department of the Head Office. Mr. Qiao also worked for PBC from July 1996 to July 2003 and served at various positions, including Deputy Director General of the Accounting Department and Deputy Director General of the Regulatory Department Division I. He also served as Chief of Regulation Team (Director-General level) for ICBC etc.. He was Director of the Finance and Accounting Department of CBRC from July 2003 to January 2007. Mr. Qiao was appointed as Vice Chairman of the Fourth Session and Chairman of the Fifth Session of the Supervisory Board for China Minsheng Banking Corp., Ltd. (listed on the Hong Kong Stock Exchange, stock code: 001988) from January 2007 to April 2012. Mr. Qiao graduated from Hunan College of Finance and Economics, majoring in Finance. He holds a master’s degree and is a senior accountant.

The Company proposes to re-appoint Mr. Qiao as an Independent Non-executive Director for a term of three years. According to the duties of the Independent Non-executive Director of the Company, the annual basic director’s fees (before tax) payable to Mr. Qiao will be RMB280,000. Save as disclosed above, Mr. Qiao has not held other directorships in any other listed companies in the last three years and he does not hold any other positions with the Company or other group members of the Company. Save as disclosed

- 68 - APPENDIX IV BIOGRAPHIES OF PROPOSED DIRECTORS FOR THE SEVENTH SESSION OF THE BOARD OF DIRECTORS above, Mr. Qiao does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Qiao which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.

Xie Rong, aged 63, has become an Independent Non-executive Director of the Company since January 2013. He is a Professor of Shanghai National Accounting Institute and concurrently serves as Director of Shanghai Automotive Industry Corporation (listed on the Shanghai Stock Exchange, stock code: 600104) and Shanghai Electric (Group) Corporation, Independent Director of Shenwan Hongyuan Group Co., Ltd. (listed on the Shenzhen Stock Exchange, stock code: 000166), China Traditional Chinese Medicine Co., Limited, Shanghai Bairun Investment Holding Group Co., Ltd. Mr. Xie was an Independent Director of China CITIC Bank (listed on the Hong Kong Stock Exchange, stock code: 00998; listed on the Shanghai Stock Exchange, stock code: 601998). He served as Associate Professor, Professor, Doctorial Tutor and Deputy Head of the Accounting Department of Shanghai University of Finance and Economics from December 1985 to December 1997. During that period, Mr. Xie visited the University of Warwick in the United Kingdom for one year as a senior visiting research fellow and became a part-time Certified Accountant of Da Hua Certified Public Accountants and Pricewaterhouse Da Hua Certified Public Accountants respectively. He became a Partner of KPMG Huazhen Certified Public Accountants from December 1997 to October 2002 and a Professor and Deputy Dean of Shanghai National Accounting Institute from October 2002 to August 2012. He is currently a member of China National MAPcc Education Steering Committee of Academic Degrees Committee of the State Council and a member of Advisory Committee of Corporate Governance of Listed Companies of the Shanghai Stock Exchange. Mr. Xie graduated from the Shanghai University of Finance and Economics and majored in accounting. He holds a doctoral degree in Economics and is a senior non-practicing certified public accountant. Mr. Xie is a recipient of the “Special Government Allowance” awarded by the State Council.

The Company proposes to re-appoint Mr. Xie as an Independent Non-executive Director for a term of three years. According to the duties of the Independent Non-executive Director of the Company, the annual basic director’s fees (before tax) payable to Mr. Xie will be RMB280,000. Save as disclosed above, Mr. Xie has not held other directorships in any other listed companies in the last three years and he does not hold any other positions with the Company or other group members of the Company. Save as disclosed above, Mr. Xie does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Xie which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.

- 69 - APPENDIX IV BIOGRAPHIES OF PROPOSED DIRECTORS FOR THE SEVENTH SESSION OF THE BOARD OF DIRECTORS

Fok Oi Ling Catherine, aged 58, has become an Independent Non-executive Director of the Company since January 2014. Currently, she is a consultant of Siya International Consultancy Service Co. Ltd., a senior member of the Hong Kong Institute of Directors, a voting member of the Hong Kong Professionals and Senior Executives Association and a member of its Economic Affairs Committee and Finance and Economics Group, and a member of the Hong Kong Women Professionals & Entrepreneurs Association. From 1981 to 2006, she served successively in the Hongkong and Shanghai Banking Corporation Limited (“HSBC”) as Manager of the International Trade Financing Division and the Commercial Credit Division, Regional Director of industrial and commercial banking and trade finance, Chief of the Risk Management Department of retail banking, Regional Director of retail banking and Director of wealth management and investment products for retail banking. From 2010 to 2012, she served as Director of business integration of Asia-Pacific Region of HSBC, and a marketing and management counsel to the retail banking business of Bank of Communications Co., Ltd. She holds a master’s degree in Business Administration from the Chinese University of Hong Kong. She gained numerous professional qualifications such as an Associate of the Hong Kong Institute of Bankers and a Certified Financial Management Planner.

The Company proposes to re-appoint Ms. Fok as an Independent Non-executive Director for a term of three years. According to the duties of the Independent Non-executive Director of the Company, the annual basic director’s fees (before tax) payable to Ms. Fok will be RMB280,000. Save as disclosed above, Ms. Fok has not held other directorships in any other listed companies in the last three years and she does not hold any other positions with the Company or other group members of the Company. Save as disclosed above, Ms. Fok does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does she have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Ms. Fok which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is she involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.

Xu Hongcai, aged 51, has become an Independent Non-executive Director of the Company since February 2015. He is currently the Director and Researcher of the Economic Research Department of China Centre for International Economic Exchanges. He successively served as the Director and Deputy Director of Department of Information of China Centre for International Economic Exchanges from March 2010. From June 1998 to March 2010, he successively served as the Deputy General Manager of the Shanghai headquarters of GF Securities (listed on the Hong Kong Stock Exchange, stock code: 01776; listed on the Shenzhen Stock Exchange, stock code: 000776), Vice President of Beijing Venture Capital Co., Ltd. and Professor of Finance of the Capital University of Economics and Business. From July 1996 to June 1998, he was in charge of financial legislation and disposition of bank credit in the Legal Affairs Department of the head office of People’s Bank of China. He served as the Assistant Engineer of Anqing Sinopec Chief Plant of Sinopec Group from July 1981 to September 1990. He attended Renmin University of China from September 1990 to July 1993 and obtained a master’s degree in philosophy. From September 1993 to July 1996, He studied at the Chinese Academy of Social Sciences majoring in Economics and holds a doctoral degree. He is also a visiting scholar of Asian Research Institute of University of British Columbia, Canada and Business School of Dominican University of United States.

- 70 - APPENDIX IV BIOGRAPHIES OF PROPOSED DIRECTORS FOR THE SEVENTH SESSION OF THE BOARD OF DIRECTORS

The Company proposes to re-appoint Mr. Xu as an Independent Non-executive Director for a term of three years. Mr. Xu will not receive any director’s fees. Save as disclosed above, Mr. Xu has not held other directorships in any other listed companies in the last three years and he does not hold any other positions with the Company or other group members of the Company. Save as disclosed above, Mr. Xu does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Xu which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.

Feng Lun, aged 56, became Independent Non-executive Director of the Company since February 2015. He is Chairman of Vantone Group, and Director of Vantone Holdings Co., Ltd. He obtained a bachelor’s degree in economics from Northwest University, a master’s degree in law from the Party School of the Central Committee of CPC, a doctoral degree in law from the Graduate School of China Academy of Social Sciences and a Master of Public Policy (MPP) degree from Lee Kuan Yew School of Public Policy at the National University of Singapore. Since 1984, he served as a lecturer of the Party School of the Central Committee of CPC, the deputy department director of the Research Institute of the State Economic System Reform Commission, Senior Vice President of the Research Centre of the Hainan Reform and Development Research Institute and Director of China Minsheng Banking Corp., Ltd. He founded the Vantone Group in 1991 and has been the Chairman of Vantone Group to date.

The Company proposes to re-appoint Mr. Feng as an Independent Non-executive Director for a term of three years. According to the duties of the Independent Non-executive Director of the Company, the annual basic director’s fees (before tax) payable to Mr. Feng will be RMB280,000. Save as disclosed above, Mr. Feng has not held other directorships in any other listed companies in the last three years and he does not hold any other positions with the Company or other group members of the Company. Save as disclosed above, Mr. Feng does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Feng which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.

- 71 - APPENDIX V BIOGRAPHIES OF PROPOSED SUPERVISORS FOR THE SEVENTH SESSION OF THE BOARD OF SUPERVISORS

SUPERVISORS

Li Xin, aged 55, has served as Supervisor of the Company since May 2015, and became Chairman of the Board of Supervisors of the Company in June 2015. He successively served as Assistant Engineer of Beijing 304 Research Institute of the Ministry of Aviation Industry, Secretary of the General Office of the Ministry of Aviation Industry, Secretary, Secretary (deputy section secretary level), Secretary (section secretary level) and Deputy Director of the Secretariat of the General Office of the Ministry of Finance, Head of Section 1 of Economic Affairs Department of Xinhua News Agency Hong Kong Branch, Deputy Managing Director of Good Ocean Development Limited in Hong Kong, Deputy Director of the General Office and Head of Finance Division of Commission of Science, Technology and Industry for National Defence, Director of Human Resources Department, Chief of Organisation Department of the CPC Committee and Senior Managing Director of China Investment Corporation, and also Employee Representative Director of China Investment Corporation, Deputy Secretary of the CPC Committee for Organs in China Investment Corporation, and Vice Chairman of the Working Committee of the Labour Union of China Investment Corporation. He graduated from Shenyang Aviation Industrial College (瀋陽航空工業學院) with a bachelor’s degree in aviation machinery processing technology.

The Company proposes to re-appoint Mr. Li as a Supervisor for a term of three years. Mr. Li will not receive any supervisor’s fees. The other remuneration will be announced upon confirmation. Save as disclosed above, Mr. Li has not held other directorships and supervisorships in any other listed companies in the last three years and he does not hold any other positions with the Company or other group members of the Company. Save as disclosed above, Mr. Li does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

Yin Lianchen, aged 50, has served as a Supervisor of the Company since December 2014. He is currently Chief Investment Officer of China Everbright Limited and Director of Everbright Securities Co., Ltd.. Since April 2002, he successively served as General Manager of Corporate Administration Department, Managing Director of Securities Brokerage Department and Director of Corporate Communications Department of China Everbright Limited, Chief Representative of China of Moody’s KMV, Deputy General Manager of Beijing Yonder Investment Group, Division Chief in the Executive Office of China Everbright (Group) Corporation and Assistant General Manager of China Everbright Limited. He graduated with a Western Financial Accounting major from Nankai University and obtained a master’s degree.

The Company proposes to re-appoint Mr. Yin as a Supervisor for a term of three years. Mr. Yin will not receive any supervisor’s fees. Save as disclosed above, Mr. Yin has not held other directorships and supervisorships in any other listed companies in the last three years and he does not hold any other positions with the Company or other group members of the Company. Save as disclosed above, Mr. Yin does not have

- 72 - APPENDIX V BIOGRAPHIES OF PROPOSED SUPERVISORS FOR THE SEVENTH SESSION OF THE BOARD OF SUPERVISORS any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Yin which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.

Wu Junhao, aged 50, has served as a Supervisor of the Company since November 2009. He is Manager of the Financial Management Department of Shenergy Group Limited. He concurrently serves as a Director of Orient Securities Company Limited (listed on the Shanghai Stock Exchange, stock code: 600958) and Director of China Pacific Insurance (Group) Co., Ltd. (listed on the Hong Kong Stock Exchange, stock code: 02601). He successively served as Executive Deputy General Manager of Shanghai New Resources Investment Consulting Company, Deputy General Manager of Shanghai Bailitong Investment Company, Deputy Director of Shanghai Shenergy Asset Management Co., Ltd., Deputy Director, Director and Senior Director of the Asset Management Department and Deputy Manager (Acting) of Financial Management Department of Shenergy (Group) Co., Ltd. He graduated from East China Normal University and obtained a master’s degree in Enterprise Management at East China Normal University.

The Company proposes to re-appoint Mr. Wu as a Supervisor for a term of three years. Mr. Wu will not receive any supervisor’s fees. Save as disclosed above, Mr. Wu has not held other directorships and supervisorships in any other listed companies in the last three years and he does not hold any other positions with the Company or other group members of the Company. Save as disclosed above, Mr. Wu does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

Yu Erniu, aged 67, became an External Supervisor of the Company since November 2012. He is an Independent Director of the First-Trust Fund Management Co., Ltd. and Hithink RoyalFlush Information Network Co., Ltd., and Director of Shanghai Benemae Pharmaceutical Corporation. He successively served as a staff member and Deputy Director-General and Director-General of the Department of Personnel and Education of the Ministry of Finance, designated Director of Huijin to Bank of China, Employee Representative Director, Director of the Human Resource Department, Chief of the Organisation Department of the CPC Committee, Chairman of the Labour Union and member of the Board of Directors of China Investment Corporation. He is a graduate of economic management studies from the PLA Air Force Political College. He also obtained a master’s degree in Economic Laws from Capital University of Economics and Business.

- 73 - APPENDIX V BIOGRAPHIES OF PROPOSED SUPERVISORS FOR THE SEVENTH SESSION OF THE BOARD OF SUPERVISORS

The Company proposes to re-appoint Mr. Yu as an External Supervisor for a term of three years. According to the relevant duties of the Supervisor of the Company, the pre-tax annual basic supervisor’s fees of Mr. Yu will be RMB250,000. Save as disclosed above, Mr. Yu has not held other directorships and supervisorships in any other listed companies in the last three years and he does not hold any other positions with the Company or other group members of the Company. Save as disclosed above, Mr. Yu does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Yu which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.

Wu Gaolian, aged 63, has successively served as a committee member of County Committee, Deputy County Magistrate and Deputy Managing County Magistrate of Fusong, Jilin, General Manager of Tonghua Branch, Jilin, Deputy General Manager of Jilin Branch, General Manager of Guangxi Branch and General Manager of Liaoning Branch of the People’s Insurance Company (The People’s Insurance (Property) Company of China, Ltd.), Vice President of the People’s Insurance Company (Group) of China (People’s Insurance Company of China Holdings Company), Director and President of China Reinsurance (Group) Corporation, Director of China Everbright Bank Company Limited and Director of China Everbright Group Limited. He graduated from Graduate School of Chinese Academy of Social Sciences with a Monetary and Banking major. He holds a master’s degree and is a senior economist.

The Company proposes to appoint Mr. Wu as an External Supervisor for a term of three years. According to the relevant duties of the Supervisor of the Company, the pre-tax annual basic supervisor’s fees of Mr. Wu will be RMB250,000. Save as disclosed above, Mr. Wu has not held other directorships and supervisorships in any other listed companies in the last three years and he does not hold any other positions with the Company or other group members of the Company. Save as disclosed above, Mr. Wu does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

Deng Ruilin, aged 66, has successively served as Deputy Director and Director of Guizhou Branch of PBC, Party Committee Secretary and President (attachment) of Zunyi Branch of PBC, Vice President and member of Party Committee of Guizhou Branch of PBC, member of Party Committee and Commissioner of Chengdu Branch of PBC, Party Committee Secretary and Head of Guizhou Regulatory Bureau of CBRC and Independent Director of Industrial Bank Co., Ltd.. He graduated from Graduate School of Chinese Academy of Social Sciences with a Monetary and Banking major. He has postgraduate qualification and is a senior economist.

- 74 - APPENDIX V BIOGRAPHIES OF PROPOSED SUPERVISORS FOR THE SEVENTH SESSION OF THE BOARD OF SUPERVISORS

The Company proposes to appoint Mr. Deng as an External Supervisor for a term of three years. According to the relevant duties of the Supervisor of the Company, the pre-tax annual basic supervisor’s fees of Mr. Deng will be RMB250,000. Save as disclosed above, Mr. Deng has not held other directorships and supervisorships in any other listed companies in the last three years and he does not hold any other positions with the Company or other group members of the Company. Save as disclosed above, Mr. Deng does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Deng which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.

- 75 - APPENDIX VI GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company and its subsidiaries. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement contained in this circular or this circular misleading.

2. DIRECTORS, SUPERVISORS AND CHIEF EXECUTIVE’S INTERESTS

As at the Latest Practicable Date, as far as the Directors and supervisors of the Bank are aware, none of the Directors, supervisors nor the chief executive of the Bank had any interests or short positions in the shares, underlying shares or debentures of the Bank or any of its associated corporations (as defined in the Securities and Futures Ordinance (Cap. 571 of Hong Kong laws) (“SFO”), which were required to be recorded in the register required to be kept under section 352 of the SFO, or which were required to be notified to the Bank and the Hong Kong Stock Exchange under Divisions 7 and 8 of Part XV of the SFO or pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 of the Hong Kong Listing Rules, nor had they been granted the right to acquire any interests in shares or debentures of the Bank or any of its associated corporations.

3. MATERIAL ADVERSE CHANGES

The Directors confirm that, as at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the group since the date to which the latest published audited accounts for the financial year ended 31 December 2015 of the Company and its subsidiaries were made up.

4. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with the Company or any of its subsidiaries which will not expire or is not determinable by the employer within one year without payment of compensation (other than statutory compensation).

5. COMPETING INTERESTS

As at the Latest Practicable Date, the Directors were not aware that any of them had interests in any business which competes or was likely to compete, either directly or indirectly, with the business of the group which would fall to be discloseable under the Hong Kong Listing Rules.

- 76 - APPENDIX VI GENERAL INFORMATION

6. EXPERT AND CONSENT

The following is the qualifications of the expert who has given opinion or advice, which are contained or referred to in this circular:

Name Qualifications

Gram Capital Limited A licensed corporation under the SFO to carry on Type 6 (advising on corporate finance) regulated activities

Gram Capital has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter dated 8 June 2016 and references to its name, in the form and context in which it appears. The letter from Gram Capital is given on pages 26 to 39 for incorporation in this circular.

As at the Latest Practicable Date, Gram Capital did not have any shareholding in any member of the group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the group.

7. MISCELLANEOUS

(a) Save as disclosed herein, none of the Directors was materially interested, directly or indirectly, in any contract or arrangement entered into by any member of the group subsisting as at the Latest Practicable Date and which was significant in relation to the business of the group.

(b) As at the Latest Practicable Date, none of the Directors, nor Gram Capital was interested, directly or indirectly, in any assets which had since 31 December 2015 (being the date to which the latest published audited financial statements of the Company were made up) been acquired or disposed of by or leased to any member of the group, or were proposed to be acquired or disposed of by or leased to any member of the group.

8. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours at 23rd Floor, Gloucester Tower, 15 Queen’s Road Central, Hong Kong for a period of 14 days from the date of this circular:

(a) the Subscription Agreement;

(b) the Letter from the Independent Board Committee, the text of which is set out on pages 24 to 25 of this circular;

(d) the written consent from Gram Capital referred to in the paragraph headed “Expert and Consent” in Appendix VI to this circular.

- 77 - APPENDIX VII PREFERENCE SHARES ISSUANCE PLAN

Terms in the Preference Shares Issuance Plan were considered and approved at the 2014 third extraordinary general meeting, 2014 First A Shareholders’ Class Meeting and 2014 First H Shareholders’ Class Meeting of the Company on 23 December 2014.

For the purpose of this Appendix, unless the context otherwise requires or specifies, the following terms have the meanings set out below (Note: For avoidance of doubt, the definitions as set out below do not apply to other parts in this circular):

DEFINITIONS

In the Proposal for non-public issuance of Preference Shares, unless the context specifies otherwise, the following terms shall be defined as set forth below:

“Bank”/“Company”/“Issuer”/“CEB” : China Everbright Bank Company Limited

“Proposal” : the Proposal for the Domestic Non-public Issuance of Preference Shares by China Everbright Bank Company Limited considered and approved at the Board meeting held by the Issuer on 31 October 2014

“China Everbright (Group)” : China Everbright (Group) Corporation, which has been restructured to and renamed as China Everbright Group Limited in December 2014

“Issuance”/“the Preference Shares”/ : the non-public issuance of domestic preference shares “Issuance of the Preference considered and approved at the Board meeting held by the Shares” Issuer on 31 October 2014

“Capital Rules” : the Capital Rules for Commercial Banks (Provisional) issued by the CBRC, effective from 1 January 2013

“Articles” or “Articles of : the revised Articles of Association of China Everbright Bank Association” Company Limited considered and approved at the Board meeting held by the Bank on 31 October 2014

“Date of Publication of the Board : date of publication of the board resolution made at the Board Resolution” meeting held by the Bank on 31 October 2014

“Core Tier-1 Capital Adequacy : as provided by the Capital Rules, the ratio between core tier- Ratio” 1 capital held by commercial banks that satisfies the said regulations and risk-weighted assets held by commercial banks

- 78 - APPENDIX VII PREFERENCE SHARES ISSUANCE PLAN

“Tier-1 Capital Adequacy Ratio” : as provided by the Capital Rules, the ratio between tier-1 capital held by commercial banks that satisfies the said regulations and risk-weighted assets held by commercial banks

“Capital Adequacy Ratio” : as provided by the Capital Rules, the ratio between capital held by commercial banks that satisfies the said regulations and risk-weighted assets held by commercial banks

“Ordinary A shares” : Renminbi ordinary shares listed domestically, such shares are subscribed and traded in Renminbi

“Ordinary Shares” : Ordinary A shares and ordinary shares of the domestically registered company which are denominated in Hong Kong dollar and listed in Hong Kong (ordinary H shares)

“Basel Committee” : Basel Committee on Banking Supervision

“Basel III” : the Third Installment of Basel Accords promulgated in December 2010 by the Basel Committee

“State Council” : the State Council of the People’s Republic of China

“MOF” : the Ministry of Finance of the People’s Republic of China

“CBRC” : China Banking Regulatory Commission and its regional offices

“CSRC” : China Securities Regulatory Commission and its regional offices

“Huijin” : Central Huijin Investment Company Limited

“SSE” : Shanghai Stock Exchange

“RMB” : Renminbi Yuan

“PRC” : People’s Republic of China

PROPOSAL FOR THE ISSUANCE OF PREFERENCE SHARES

In accordance with the relevant requirements of the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the State Council Guiding Opinion on Experimental Development of the Preference Shares, the Experimental Administrative Measures on Preference Shares, the Capital Rules and the Guiding Opinion on the Issuance of Preference Shares by Commercial Banks to Replenish Tier-1 Capital as well as other laws, regulations and regulatory documents, the Bank has satisfied

- 79 - APPENDIX VII PREFERENCE SHARES ISSUANCE PLAN the requirements for the issuance of Preference Shares, and intends to issue Preference Shares with a total amount not exceeding RMB30 billion in the PRC for capital replenishment. Details of the proposal for the Issuance of Preference Shares by the Bank are as follows:

1. Type of Preference Shares to be issued

The type of Preference Shares to be issued by the Bank is Preference Shares that are issued by way of non-public offering in the domestic market and meet the relevant requirements under the State Council Guiding Opinion on the Experimental Development of the Preference Shares, the Experimental Administrative Measures on Preference Shares, the Capital Rules and the Guiding Opinion on the Issuance of Preference Shares by Commercial Banks to Replenish Tier-1 Capital as well as other laws, regulations and regulatory documents.

2. Number of Preference Shares to be issued and issuance size

The aggregate number of Preference Shares to be issued shall not exceed 300 million shares, with an aggregate amount of proceeds not exceeding RMB30 billion. The actual size of the Issuance shall be proposed to be determined by the Board within the above limit, subject to authorisation of the shareholders’ general meeting (which authorisation can be further delegated).

3. Par value and issuance price

The par value (i.e. nominal value) of the Preference Shares shall be RMB100 per share. The Preference Shares shall be issued at their par value.

4. Method of issuance

The Preference Shares shall be issued by way of non-public offering in one tranche or in multiple tranches in accordance with relevant procedures upon approval by regulatory authorities. If the Preference Shares are issued in different tranches, other terms shall remain the same except the coupon rate, and obtaining separate approval from holders of Preference Shares is not required for each issuance.

Details about the method of issuance shall be proposed to be determined by the Board together with the sponsor (lead underwriter) following consultations, subject to authorisation at a shareholders’ general meeting (which authorisation can be further delegated).

5. Duration

The duration of the Preference Shares under the Issuance is perpetual.

6. Target investors

The Preference Shares to be issued under this tranche shall be issued to the qualified investors as stipulated under the Experimental Administrative Measures on Preference Shares, and to not more than 200 target investors in each issuance, while the Preference Shares with the same terms shall be issued to not

- 80 - APPENDIX VII PREFERENCE SHARES ISSUANCE PLAN more than 200 target investors in aggregate. If the Preference Shares are to be issued to connected persons, the Company shall comply with the relevant requirements under Chapter 14A of the Hong Kong Listing Rules.

China Everbright (Group), a shareholder of the Bank, intends to subscribe for not more than 10,000,000 shares of the Preference Shares to be issued by the Bank for a subscription amount not exceeding RMB1 billion. China Everbright (Group) undertakes not to participate in the inquiry process for the coupon rate of the Preference Shares to be issued, and accepts the coupon rate finalized by the Bank in accordance with the procedures and requirements stipulated by CSRC and other competent authorities. Apart from China Everbright (Group), subscribers shall be determined by the Board in accordance with the relevant rules of CSRC and listing rules in the domestic market, subject to authorisation at a shareholders’ general meeting (which authorisation can be further delegated).

The Bank and the connected parties which are controlled by the Bank or have substantial influence on the Bank shall not purchase the Preference Shares, and the Bank shall not provide financing, whether directly or indirectly, for the purchase of the Preference Shares.

The Preference Shares shall be issued on a commission basis. All subscribers shall subscribe for the Preference Shares in cash.

7. Lock-up period

There shall be no lock-up period for the Preference Shares.

8. Terms for distribution of dividends

(1) Coupon rate and principles for determining it

The coupon rate for the Preference Shares may be readjusted at different intervals. This means the same coupon rate may be applied or a coupon rate readjustment period may be set during the duration of the Preference Shares, in which the same coupon rate shall be applied for a certain period after the start date for calculating dividends of the relevant tranche of Preference Shares and shall be readjusted once after each specified period thereafter (such coupon rate shall be determined by means of the sum of the benchmark rate and the fixed premium. The benchmark rate shall be the yield of Chinese treasury bonds for a specified compensation period published in certain number of trading days preceding the pricing date of the relevant tranche of Preference Shares or the date of readjustment of the benchmark rate. The fixed premium shall be the difference between the coupon rate for that tranche of Preference Shares at the time of issuance and the benchmark rate at the pricing date, and shall remain unchanged during the duration of the Preference Shares).

The coupon rate for the relevant tranche of Preference Shares at the time of issuance shall be determined by the Bank based on price inquiry in the market or in other manners approved by the regulatory authorities. The actual coupon rate shall be proposed to be determined by the Board together with the sponsors (lead underwriters) based on various factors at the time of issuance, such

- 81 - APPENDIX VII PREFERENCE SHARES ISSUANCE PLAN

as Chinese policies, market conditions, the actual circumstances of the Bank and investor demand, subject to authorisation at a shareholders’ general meeting (which authorisation can be further delegated).

The coupon rate for the Preference Shares shall not be higher than the annual average return on weighted average equity of the Bank for the last two financial years1.

This Preference Shares Issuance will be priced based on benchmark interest rate plus fixed interest spread. The benchmark interest rate shall be the arithmetic mean value of yields on 5-year treasury bonds of the 20 trading days before the first day of the issuance. As at 20 May 2016, yield on China’s 5-year treasury bonds is 2.74%. However, the fixed interest spread has faced downward pressure since the first issuance of the preference shares in the PRC in 2014. From the perspective of the issuance of preference shares by the PRC banks recently, the fixed interest spread is between around 150-200 BPS. Therefore, under the prevailing market conditions, for illustrative purpose only, it is expected that the coupon rates of this issuance should be around 4.20-4.70%.

(2) Conditions for distribution of dividends

(i) If the Bank has distributable after-tax profit2 after making up for previous years’ losses, contributing to the statutory reserve and making general provision according to the law, the Bank may pay dividends to preference shareholders pursuant to the Articles of Association, provided the Capital Adequacy Ratio of the Bank meets the regulatory requirements. The Preference Shares shall take priority over the Ordinary Shares in terms of dividend distribution. Payment of dividends for Preference Shares shall not be linked with the Bank’s own rating or be adjusted as a result of any change to such rating.

(ii) Under any circumstances, the Bank shall have the right to cancel dividend payments for the Preference Shares upon the consideration and approval at a shareholders’ general meeting, and such cancellation shall not constitute an event of default. The Bank may, at its discretion, use any income so cancelled to repay other debts that are due. The cancellation of any dividend payment for Preference Shares shall not constitute any other restrictions on the Bank other than the restriction on the payment of dividends for Ordinary Shares. The Bank shall take the rights and interests of preference shareholders into full account when exercising the aforesaid rights. The Bank shall notify holders of Preference Shares at least ten working days prior to a dividend payment date of its decision to cancel the payment of dividends for all or partial Preference Shares.

1. As determined in accordance with the Rules for Preparation of Information Disclosure by Companies Offering Securities to the Public No. 9 — Calculation and Disclosure of Return on Equity and Earnings Per Share (as amended in 2010), and calculated based on the return attributable to the holders of Ordinary Shares of the Bank.

2. Distributable after-tax profits are sourced from the undistributed profit as shown in the financial statements of the parent company prepared in accordance with Chinese Accounting Standards or International Financial Reporting Standards, whichever amount is lower.

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(iii) Declaration and payment of dividends for all Preference Shares by the Bank shall be decided by the Board pursuant to authorization at a shareholders’ general meeting. Cancellation of the declaration of dividends for all or partial Preference Shares shall be subject to consideration and approval at a shareholders’ general meeting. If the Bank cancels all or part of the distribution of dividends for Preference Shares, the Bank shall not make any distribution of dividends to the holders of Ordinary Shares before it fully declares to pay the agreed dividends for the Preference Shares for the relevant period.

(3) Method of dividend payment

Dividends for the Preference Shares shall be payable in cash calculated based on the aggregate par value of the Preference Shares under the relevant tranche that have been then issued by the Bank and outstanding. Dividends for the Preference Shares shall be paid annually. The start date for calculating dividends shall be the due date for the subscription payments for the issuance of Preference Shares under the relevant tranche. The dividend payment date shall be the anniversary date of the last day of receiving subscription payment for the issuance of the relevant tranche of Preference Shares. If any dividend distribution date falls on a statutory festival, a holiday or a rest day, it shall be postponed to the next working day.

Taxes payable on the dividend income of preference shareholders shall be borne by such preference shareholders in accordance with relevant laws and regulations.

(4) Dividend accumulation

The dividends for the Preference Shares shall be paid on a non-cumulative basis, which means the dividends not paid to preference shareholders in full shall not be accumulated to the following dividend year.

(5) Distribution of remaining profits

After the holders of the Preference Shares participate in dividend distribution at the prescribed coupon rate, they shall not be involved in any distribution of remaining profits together with holders of Ordinary Shares.

9. Terms for mandatory conversion

(1) Trigger conditions for mandatory conversion

(i) Upon the occurrence of an additional tier-1 capital trigger event (i.e. the Core Tier-1 Capital Adequacy Ratio of the Bank falling to 5.125% or below), the Bank shall have the right to convert all or part of the Preference Shares that have been then issued by the Bank and outstanding into A Shares based on the aggregate par value of such Preference Shares without the approval of the preference shareholders in order to restore the Core Tier-1 Capital Adequacy Ratio of the Bank to above 5.125%. In case of partial

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conversion, the Preference Shares shall be converted at the same ratio under the same terms and conditions. Upon conversion of the Preference Shares into A Shares, such A Shares shall not be converted back to Preference Shares in any event.

(ii) Upon the occurrence of a trigger event of tier 2 capital tool, the Bank shall have the right to convert all the then issued and outstanding Preference Shares into A Shares based on the aggregate par value of such Preference Shares without the approval of the preference shareholders. Upon conversion of the Preference Shares into A Shares, such A shares shall not be converted back to Preference Shares in any event. In particular, a trigger event of tier-2 capital tool shall refer to the earlier occurrence of either of the following:

(a) the CBRC has determined that the Bank shall not be able to continue to exist if no conversion or write-down is carried out; or

(b) the relevant authorities have determined that the Bank shall not be able to continue to exist if the public departments do not provide a capital injection from the public sector or other support with a comparable effect.

Upon the occurrence of the above trigger events, the Bank shall report to the CBRC for vetting and approval, and shall perform the obligations for information disclosure such as making extraordinary reports or announcements in accordance with the Securities Laws of the People’s Republic of China and the relevant regulations of the CSRC.

(2) Mandatory conversion price and determination principles

The average trading price of the A Shares of the Bank for the 20 trading days preceding the Date of Publication of the Board Resolution in which the proposal for the issuance of the Preference Shares is considered and approved shall be used as the initial mandatory conversion price for the Preference Shares.

The average trading price of the A Shares of the Bank for the 20 preceding trading days = total trading amount of A Shares of the Bank for such 20 preceding trading days/total trading volume of A Shares for such 20 trading days, i.e. RMB2.72 per share.

(3) Ratio and amount of mandatory conversion, and the determination principles

Upon the mandatory conversion of the Preference Shares, the formula for determining the number of shares to be converted shall be: Q = V/P. Any fractional shares during the mandatory conversion of the Preference Shares shall be dealt with by the Bank in accordance with relevant regulatory rules.

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In the above formula: “Q” denotes the number of A Shares that shall be converted from the Preference Shares held by each preference shareholder; “V” denotes the aggregate par value of the Preference Shares held by each preference shareholder for the mandatory conversion as determined under the principle that the losses shall be absorbed in equal proportion by the Preference Shares; and “P” denotes the mandatory conversion price for the Preference Shares.

Upon the occurrence of a trigger event, all or part (as determined in accordance with the principle that the losses shall be absorbed in equal proportion) of the Preference Shares then issued and outstanding shall be converted into corresponding number of A Shares based on the above formula.

(4) Mandatory conversion period

The period for mandatory conversion of the Preference Shares shall commence on the first trading day immediately following the completion date of the issuance of the relevant tranche of Preference Shares and end on the date of redemption or conversion of all the Preference Shares.

(5) Method for adjustment of the mandatory conversion price

Upon the occurrence of certain events relating to the A Shares of the Bank (e.g. issuance of stock dividends, capital conversion or increase, issuance of new A Shares at a price lower than the market price (excluding any increase in the share capital as a result of the conversion of financial instruments issued by the Bank that are convertible into Ordinary Shares) and placement) after the date of the Board’s approval of the proposal for the issuance of the Preference Shares, the mandatory conversions price shall be subject to cumulative adjustments in the same order of the occurrences of such events. The distribution of cash dividends for Ordinary Shares shall not result in any adjustment to the mandatory conversion price. Details about the adjustment method shall be as follows:

Issuance of stock dividends or capital conversion or increase: P1 = P0 x N/(N + n);

Issuance of new A Shares at a price lower than the market price or placement: P1 = P0 x (N + k)/(N + n); k = n x A/M;

In the above formulae, “P0” denotes the effective mandatory conversion price before adjustment; “N” denotes the total number of the ordinary share capital of the Bank before the stock dividends issuance, capital conversion or increase, issuance or placement of new A Shares; “n” denotes the number of new shares as a result of the stock dividends issuance, capital conversion or increase, issuance or placement of new A Shares; “A” denotes the subscription price for the issuance or placement of the new A Shares; “M” denotes the closing price of new A Shares on the trading day immediately preceding the date of announcement regarding the issuance or placement of new A Shares (i.e. the announcement containing the effective and irrevocable terms for the issuance or placement of new A Shares); and “P1” denotes the effective mandatory conversion price after adjustment.

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In the event that the rights and interests of the holders of the Preference Shares may be affected by the changes in the share class, number of shares and shareholders’ interests of the Bank due to write-off of any redeemed shares, merger or demerger or any other circumstances in respect of the Bank, the Bank shall, for the purpose of anti-dilution, adjust the mandatory conversion price based on the actual circumstances and in accordance with the principle of fairness, justice and equity as well as the principle of maintaining full protection of and balance between the interests of the preference shareholders and the holders of Ordinary Shares. The adjustment mechanism for the mandatory conversion price in those circumstances shall be determined in accordance with the relevant regulations.

(6) Attribution of dividends for Ordinary Shares in the year of mandatory conversion

The additional A Shares to be issued as a result of the mandatory conversion of the Preference Shares shall rank pari passu with the existing issued A Shares in terms of interests, and all the holders of Ordinary Shares (including holders of Ordinary A Shares arising from mandatory conversion of the Preference Shares) whose names appear on the register of members of the Bank on the record date for dividend attribution of Ordinary Shares shall be entitled to dividend distribution for the relevant period.

10. Terms for optional redemption

(1) Holders of the right of redemption

The right of redemption for the Preference Shares shall be owned by the Bank. The Bank shall exercise the conditional right of redemption, subject to prior approval by the CBRC. Preference shareholders shall have no right to require the Bank to redeem Preference Shares, and shall not form any expectations that the right of redemption of the Preference Shares shall be exercised. No sell-back terms for investors shall be set for the Preference Shares, and preference shareholders have no right to sell back to the Bank the Preference Shares held by them.

(2) Redemption conditions and timing

Subject to the prior approval of the CBRC and the satisfaction of the relevant requirements, the Bank shall have the right to redeem all or part of the Preference Shares on any redeemable day after the fifth year following the completion date of the issuance of the Preference Shares. The specific commencement date of the redemption period shall be determined by the Board in line with market conditions, subject to authorisation at a shareholders’ general meeting (which authorisation can be further delegated). The redemption period for the Preference Shares shall commence on such commencement date of the redemption period and end on the completion date of the redemption or conversion of all the Preference Shares. Where redemption is in part, the Preference Shares shall be redeemed based on the same proportion and the same conditions.

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The exercise by the Bank of the right to redeem the Preference Shares shall be subject to the satisfaction of the following requirements:

(i) the Bank replaces the redeemed Preference Shares with capital tools of the same or better quality, and the replacement of the capital tools is effected only on conditions that the earning capacity of the Bank is sustainable; or

(ii) the Bank’s capital level remains to be significantly higher than the regulatory capital requirements of the CBRC upon exercise of the right of redemption.

(3) Redemption price and pricing principle

The redemption price of the Preference Shares shall be an amount to be paid in cash equal to the par value plus the dividend declared but unpaid for the relevant period.

11. Restrictions on voting rights

Under normal circumstances, the Preference Shares shall not entitle preference shareholders to convene, attend or vote at any shareholders’ general meetings of the Bank. The holders of the Preference Shares shall be entitled to attend shareholders’ general meetings and vote on the following matters together with holders of Ordinary Shares at a separate class meeting. Each Preference Share held thereby shall be entitled to one vote. However, the Bank shall have no voting right for the Preference Shares issued and held thereby:

(1) amendments to the Articles of Association of the Bank in relation to Preference Shares;

(2) reduction of the registered capital of the Bank by more than 10% (either separately or in aggregate);

(3) merger, demerger, dissolution or change of the corporate form of the Bank;

(4) issuance of Preference Shares; and

(5) other events specified in the Articles of Association that will change or abrogate the rights of preference shareholders.

Resolutions on the aforesaid matters shall be adopted by more than two-thirds (2/3) of votes held by the holders of Ordinary Shares present at a meeting (including preference shareholders with voting rights restored) and by more than two-thirds (2/3) of votes held by the preference shareholders (excluding preference shareholders with voting rights restored) present at the meeting.

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12. Restoration of voting rights

(1) Terms for restoration of voting rights

During the duration of the Preference Shares, if the Bank fails to pay the agreed dividends for the Preference Shares for three financial years in aggregate or for two consecutive financial years, commencing on the date immediately following the date on which the proposal not to distribute the agreed dividends for that year was approved at a shareholders’ general meeting, the holders of the Preference Shares shall have the right to attend and vote at a shareholders’ general meeting and jointly vote with the holders of Ordinary Shares. The formula for calculating the voting rights of Ordinary Shares entitled to Preference Shares with voting rights restored shall be as follows:

R = W/S. Any fractional voting right restored shall be rounded down to the nearest integer.

In the above formula: “R” denotes the share of a voting right in respect of A Shares restored from the Preference Shares held by each preference shareholder; “W” denotes the par value of the Preference Shares held by each preference shareholder; and the initial conversion price “S” denotes the average trading price of A Shares of the Bank 20 trading days prior to the Date of Publication of the Board Resolution in which the proposal for the issuance of the Preference Shares was considered and approved.

Average trading price of A Shares of the Bank for the 20 preceding trading days = total trading amount of A Shares of the Bank for such 20 preceding trading days/total trading volume of A Shares for such 20 preceding trading days, i.e. RMB2.72 per share.

(2) Method for adjusting the conversion price upon restoration of voting rights

Upon the occurrence of certain events relating to the A Shares of the Bank (e.g. issuance of stock dividends, capital conversion or increase, issuance of new A Shares at a price lower than the market price (excluding any increase in the share capital as a result of the conversion of financial instruments issued by the Bank that are convertible into Ordinary Shares) and placement) after the date of the Board’s approval of the proposal for the issuance of the Preference Shares, the conversion price at the time of restoration of voting rights shall be subject to cumulative adjustments in the same order of the occurrence of such events. The distribution of cash dividends for Ordinary Shares shall not result in any adjustment to the conversion price at the time of restoration of voting rights. Details about the adjustment method shall be as follows:

Issuance of stock dividends or capital conversion or increase: S1 = S0 x N/(N + n);

Issuance of new A Shares at a price lower than the market price or placement: S1 = S0 x (N + k)/ (N + n); k = n x A/M;

In the above formulae, “S0” denotes the conversion price before adjustment; “N” denotes the total ordinary share capital of the Bank before the stock dividends issuance, capital conversion or increase, issuance or placement of new A Shares; “n” denotes the number of new shares as a result of the stock dividends issuance, capital conversion or increase, issuance or placement of new A Shares;

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“A” denotes the price for the issuance or placement of the new A Shares; “M” denotes the closing price of A shares on the trading day immediately preceding the date of announcement regarding the issuance or placement of new A Shares (i.e. the announcement containing the effective and irrevocable terms for the issuance or placement of new A Shares); and “S1” denotes the conversion price after adjustment.

In the event that the rights and interests of the holders of the Preference Shares may be affected by the change in the share class, number of shares and shareholders’ interests of the Bank due to write-off of any redeemed shares, merger or demerger or any other circumstances in respect of the Bank, the Bank shall, for the purpose of anti-dilution, adjust the conversion price at the time of restoration of voting rights based on the actual circumstances and in accordance with the principle of fairness, justice and equity as well as the principle of maintaining full protection of and balance between the interests of the holders of Preference Shares and the holders of Ordinary Shares. The adjustment mechanism for the conversion price in those circumstances shall be determined in accordance with the relevant regulations.

(3) Cancellation of the restored voting rights

Upon restoration of voting rights and full payment of the dividends for Preference Shares for that year, the voting rights granted to preference shareholders in accordance with the terms for restoration of voting rights shall be cancelled commencing on the date of full payment of such dividends. If the terms for the restoration of voting rights are triggered again subsequently, the voting rights of preference shareholders may be restored again.

13. Sequence of settlement and method of liquidation

Holders of the Preference Shares to be issued shall rank pari passu, in terms of distribution priority, after depositors, ordinary creditors, holders of convertible bonds, holders of subordinated debt, holders of Tier-2 capital bonds and holders of other Tier-2 capital instruments, and ahead of the holders of Ordinary Shares of the Bank.

When the Bank is undergoing liquidation, settlement shall be made in the following order and manner:

(1) payment of liquidation expenses;

(2) payment of the salaries, social insurance premiums and statutory compensation of the employees of the Bank;

(3) payment of principal and interest for individual deposits;

(4) payment of outstanding taxes;

(5) settlement of other debts of the Bank;

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(6) upon settlement for the remaining assets pursuant to the preceding paragraphs, the residual assets of the Bank shall be distributed according to the class of shares held by shareholders and their respective percentage of shareholdings. The holders of the Preference Shares to be issued shall rank pari passu with the holders of Preference Shares which may be issued by the Bank in the future in terms of distribution priority, all ahead of the holders of Ordinary Shares in the distribution of remaining assets. The preference shareholders shall be entitled to a settlement amount equal to the sum of the aggregate par value of the Preference Shares then issued and outstanding plus any declared but unpaid dividends. If the remaining assets are not sufficient for full payment, holders of Preference Shares shall be indemnified in proportion to shareholding.

14. Rating arrangements

The specific rating arrangements for the Preference Shares shall be determined in line with the domestic market conditions and in accordance with the relevant PRC laws and regulations.

15. Guarantee Arrangement

No guarantee arrangements shall be made for the Preference Shares.

16. Use of proceeds

Subject to the approval by the CBRC, the proceeds from the Issuance of the Preference Shares, after deduction of the expenses relating to the issuance, shall be used for replenishment of the Bank’s additional tier-1 capital.

17. Transfer arrangements

The Preference Shares to be issued shall be transferred on the SSE, while the eligibility of the investors participating in the transfer shall meet the relevant rules of the CSRC.

18. The effective period for the resolution on the Issuance of Preference Shares

The resolution on the Issuance of the Preference Shares shall be valid for 36 months from the date of considering and approving such resolution at a shareholders’ general meeting.

19. Matters relating to authorisation

(1) Authorisation in connection with the Issuance of the Preference Shares

To ensure smooth implementation of the Issuance of the Preference Shares, the Bank hereby proposes to a shareholders’ general meeting to authorise the Board, and the Board shall then delegate the authority to the Chairman, Vice-Chairman and President of the Bank to handle all matters relating to the Issuance of the Preference Shares at their sole discretion jointly or individually under the framework and principles as considered and approved by the shareholders’ general meeting. The period of authorisation shall be 12 months commencing from the effective date of the shareholders’

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resolution. The Board will, according to the progress of the Preference Shares Issuance, seek a new mandate from the Shareholders before the expiry of the authorisation period. Details and scope of such authority shall include but not limited to those set out below:

(i) to formulate and implement the final proposal for the Issuance of the Preference Shares prior to the Issuance, including but not limited to the determination of the specific number of shares to be issued (the aggregate number of Preference Shares shall not exceed 300 million shares, with an aggregate amount of proceeds not exceeding RMB30 billion), method of issuance, method of coupon rate pricing and actual coupon rate, timing of issuance, target investors, rating arrangements, special account for proceeds and all other matters relating to the proposal;

(ii) to modify the Proposal accordingly in case of any new Chinese regulations for Preference Shares, new policy requirements of relevant regulatory authorities or changes in market conditions prior to the issuance, other than those matters that must be re-voted at a shareholders’ general meeting as required under relevant laws, regulations and the Bank’s Articles of Association.

(iii) to amend, produce, execute and file the reporting materials and issuance/transfer documents relating to the issuance or transfer, and to handle matters in relation thereto;

(iv) to amend, execute, submit, perform and publish all contracts, agreements and documents (including but not limited to sponsorship and underwriting agreements, agreements and schemes relating to the proceeds, subscription contracts entered into with investors, announcements, circulars and other disclosure documents, etc.) relating to the Issuance of the Preference Shares;

(v) to amend the terms of the Articles of Association of the Bank relating to the Issuance of the Preference Shares in a timely fashion based on the comments of the regulatory authorities and the final status of the implementation of the Issuance of the Preference Shares, and to deal with the matters relating to the registration or filing with the administration for industry and commerce if necessary, as well as the listing of the Preference Shares; and

(vi) to engage sponsors, underwriters, lawyers, auditors and other intermediaries relating to the Issuance, and handle other matters relating to the Issuance.

(2) Authorisation in connection with matters during the duration of the Preference Shares

During the duration of the Preference Shares, the Bank shall propose a shareholders’ general meeting to authorise the Board to exercise full power to handle the following matters under the framework and principles as considered and approved thereat:

(i) to handle all matters with full power relating to the conversion of the Preference Shares according to relevant legal requirements and market conditions upon occurrence of a trigger event for mandatory conversion of the Preference Shares, including but not

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limited to the determination of the timing of conversion, conversion ratio and conversion procedures; the making of necessary amendments to the terms of the Articles of Association relating to the conversion; and the handling of various matters such as the completion of regulatory approval formalities and the making of changes in the registration of registered capital at the administration for industry and commerce;

(ii) to decide on matters relating to redemption in line with market conditions and other factors during the redemption period for the Preference Shares, and to handle all matters with full power relating to redemption as approved by the CBRC;

(iii) to declare and pay all dividends for the Preference Shares pursuant to the Proposal. However, the cancellation of all or part of the dividends payable for the Preference Shares shall still be subject to consideration and approval at a shareholders’ general meeting; and

(iv) to implement measures to make up for the dilution of the return for the current period relating to the Issuance of the Preference Shares pursuant to the requirements of relevant laws, regulations and competent authorities.

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中國光大銀行股份有限公司 China Everbright Bank Company Limited (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock code: 6818)

NOTICE OF THE 2015 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting for 2015 (“AGM”) of China Everbright Bank Company Limited (the “Company”) will be held at the conference room of 3rd Floor, Tower A, China Everbright Center, No. 25 Taipingqiao Avenue, Xicheng District, Beijing, PRC on Wednesday, 29 June 2016 at 9:30 a.m. to consider and, if thought fit, to pass the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and approve the 2015 work report of the board of directors of the Company;

2. To consider and approve the 2015 work report of the board of supervisors of the Company;

3. To consider and approve the budget plan of fixed asset investment of the Company for the year 2016;

4. To consider and approve the Company’s audited accounts report for the year 2015;

5. To consider and approve the Company’s profit distribution plan for the year 2015;

6. To consider and approve the proposal in relation to the remuneration standards of the directors of the Company for the year 2015;

7. To consider and approve the proposal in relation to the remuneration standards of the supervisors of the Company for the year 2015;

8. Resolution on provision of guarantee for Jiangsu Huai’an Everbright Village Bank Co., Ltd.;

9. Resolution on amendments to the Plan of Authorisation by Shareholders’ General Meeting to Board of Directors of China Everbright Bank Company Limited;

10. To consider and approve the Proposal on Election of the Directors of the Seventh Session of the Board of Directors of the Company:

10.1 Election of Tang Shuangning as the non-executive director

10.2 Election of Gao Yunlong as the non-executive director

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10.3 Election of Liu Jun as the non-executive director

10.4 Election of Zhang Shude as the non-executive director

10.5 Election of Wu Gang as the non-executive director

10.6 Election of Li Huaqiang as the non-executive director

10.7 Election of Zhao Wei as the non-executive director

10.8 Election of Yang Jigui as the non-executive director

10.9 Election of Zhang Jinliang as the executive director

10.10 Election of Ma Teng as the executive director

10.11 Election of Li Jie as the executive director

10.12 Election of Qiao Zhimin as the independent non-executive director

10.13 Election of Xie Rong as the independent non-executive director

10.14 Election of Fok Oi Ling Catherine as the independent non-executive director

10.15 Election of Xu Hongcai as the independent non-executive director

10.16 Election of Feng Lun as the independent non-executive director

Items 10.1 to 10.16 above shall be voted on item by item.

11. To consider and approve the Proposal on Election of the Shareholder Representative Supervisors and External Supervisors of the Seventh Session of the Board of Supervisors of the Company:

11.1 Election of Li Xin as the shareholder representative supervisor

11.2 Election of Yin Lianchen as the shareholder representative supervisor

11.3 Election of Wu Junhao as the shareholder representative supervisor

11.4 Election of Yu Erniu as the external supervisor

11.5 Election of Wu Gaolian as the external supervisor

11.6 Election of Deng Ruilin as the external supervisor

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Items 11.1 to 11.6 above shall be voted on item by item.

SPECIAL RESOLUTION

1. To consider and approve the re-grant of the specific mandate to the Board to handle matters relating to the domestic non-public preference shares issuance (including the issuance of domestic preference shares to Everbright Group).

On behalf of the Board China Everbright Bank Company Limited TANG Shuangning Chairman

Beijing, the PRC 13 May 2016

As at the date of this notice, the Executive Director of the Company is Mr. Ma Teng; the Non- executive Directors are Mr. Tang Shuangning, Mr. Gao Yunlong, Mr. Wu Jian, Mr. Wu Gang, Ms. Wang Shumin, Mr. Wu Gaolian, Mr. Zhao Wei and Mr. Yang Jigui; and the Independent Non-executive Directors are Mr. Zhang Xinze, Mr. Qiao Zhimin, Mr. Xie Rong, Ms. Fok Oi Ling Catherine, Mr. Xu Hongcai and Mr. Feng Lun.

Notes:

(1) For further details on each of the proposed resolutions, please refer to the circular of the Company to be dispatched to shareholders on or before 8 June 2016.

(2) Closure of register of members and eligibility for attending the AGM

Holders of H shares of the Company (“H Shares”) are advised that the register of members will be closed from Monday, 30 May 2016 to Wednesday, 29 June 2016 (both days inclusive). Holders of H Shares whose names appear on the register of members of the Company maintained in Hong Kong on Wednesday, 29 June 2016 are entitled to attend the AGM.

Holders of H Shares who wish to attend the AGM but have not registered the transfer documents are required to deposit the transfer documents together with the relevant share certificates at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Rooms 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Friday, 27 May 2016.

(3) Proposed distribution of dividend and closure of register of members

The board of directors of the Company has recommended a dividend of RMB1.90 for every 10 shares (before tax) for the year ended 31 December 2015 and, if such dividend is declared by the shareholders passing the item 5 of the ordinary resolutions, it will be distributed to those shareholders whose names appear on the register of members of the Company after close of trading on Tuesday, 12 July 2016. The register of members of H Shares will be closed from Thursday, 7 July 2016 to Tuesday, 12 July 2016 (both days inclusive). In order to be entitled to the dividend, holders of H Shares who have not registered the transfer documents are required to deposit the transfer documents together with

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the relevant share certificates at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Rooms 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong at or before 4:30 p.m. on Wednesday, 6 July 2016.

(4) Proxy

Shareholders entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote in their stead. A proxy need not be a shareholder of the Company.

The instrument appointing a proxy must be in writing under the hand of a shareholder or his attorney duly authorised in writing. If the shareholder is a corporate body, the proxy form must be either executed under its common seal or under the hand of its director(s) or duly authorised attorney(s). If the proxy form is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other authorisation documents must be notarised.

To be valid, the proxy form together with the power of attorney or other authorisation document (if any) must be lodged at the H Share registrar of the Company by hand or by post not less than 24 hours before the time fixed for holding the AGM or any adjournment thereof (as the case may be) by holders of H Shares. The H Share registrar of the Company is Computershare Hong Kong Investor Services Limited, whose address is at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong. Completion and return of the proxy form will not preclude a shareholder from attending and voting in person at the AGM if he so wishes, but in such event the instrument appointing a proxy shall be deemed to be revoked.

(5) Reply Slip

Shareholders who intend to attend the AGM in person or by proxy should return the reply slip by hand or by post to the Company’s Board of Directors’ Office or Computershare Hong Kong Investor Services Limited on or before Wednesday,8 June 2016. The Company’s Board of Directors’ Office is located at Room 1013, Tower A, China Everbright Center, No. 25 Taipingqiao Avenue, Xicheng District, Beijing, PRC (Tel: (86 10) 6363 6388, Fax: (86 10) 6363 6713). The address of Computershare Hong Kong Investor Services Limited is 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (Tel: (852) 2862 8555, Fax: (852) 2865 0990).

(6) The above resolutions will be voted by way of poll. Central Hujin Investment Limited, China Everbright Group Limited and its subsidiaries or associates are required to abstain from voting in respect of the special resolution 1 as set forth in this notice.

(7) Other issues

Shareholders (in person or by proxy) attending the AGM are responsible for their own transportation and accommodation expenses. Shareholders or their proxies attending the AGM shall produce their identification documents.

Registration for admission to the AGM will take place from 9:00 a.m. to 11:30 a.m. and 1:30 p.m. to 5:00 p.m. on 24 June 2016 at the Company’s Board of Directors’ Office. Shareholders (in person or by proxy) attending the AGM who have not registered for admission to the AGM during the aforementioned periods in this paragraph shall register for admission at the venue of the AGM on the date of the AGM and produce their identification documents.

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中國光大銀行股份有限公司 China Everbright Bank Company Limited (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock code: 6818)

NOTICE OF THE 2016 FIRST H SHAREHOLDERS’ CLASS MEETING

NOTICE IS HEREBY GIVEN that the first H shareholders’ class meeting for 2016 (the “Meeting”) of China Everbright Bank Company Limited (the “Company”) will be held at the conference room of 3rd Floor, Tower A, China Everbright Center, No. 25 Taipingqiao Avenue, Xicheng District, Beijing, PRC on Wednesday, 29 June 2016 at 9:30 a.m. (or immediately after the conclusion or adjournment of the annual general meeting for 2015 and first A shareholders’ class meeting for 2016 of the Company) to consider and, if thought fit, to pass the following resolution:

SPECIAL RESOLUTION

On behalf of the Board China Everbright Bank Company Limited TANG Shuangning Chairman

Beijing, the PRC 13 May 2016

Notes:

(1) For further details on each of the proposed resolutions, please refer to the circular of the Company to be dispatched to shareholders on or before 8 June 2016.

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(2) Closure of register of members and eligibility for attending the Meeting

Holders of H Shares who wish to attend the Meeting but have not registered the transfer documents are required to deposit the transfer documents together with the relevant share certificates at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Rooms 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Friday, 27 May 2016.

(3) Proxy

Shareholders entitled to attend and vote at the Meeting may appoint one or more proxies to attend and vote in their stead. A proxy need not be a shareholder of the Company.

To be valid, the proxy form together with the power of attorney or other authorisation document (if any) must be lodged at the H Share registrar of the Company by hand or by post not less than 24 hours before the time fixed for holding the Meeting or any adjournment thereof (as the case may be) by holders of H Shares. The H Share registrar of the Company is Computershare Hong Kong Investor Services Limited, whose address is at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong. Completion and return of the proxy form will not preclude a shareholder from attending and voting in person at the Meeting if he so wishes, but in such event the instrument appointing a proxy shall be deemed to be revoked.

(4) Reply Slip

Shareholders who intend to attend the Meeting in person or by proxy should return the reply slip by hand or by post to the Company’s Board of Directors’ Office or Computershare Hong Kong Investor Services Limited on or before Wednesday, 8 June 2016. The Company’s Board of Directors’ Office is located at Room 1013, Tower A, China Everbright Center, No. 25 Taipingqiao Avenue, Xicheng District, Beijing, PRC (Tel: (86 10) 6363 6388, Fax: (86 10) 6363 6713). The address of Computershare Hong Kong Investor Services Limited is 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (Tel: (852) 2862 8555, Fax: (852) 2865 0990).

(5) The above resolution will be voted by way of poll. Central Huijin Investment Limited, China Everbright Group Limited and its subsidiaries or associates are required to abstain from voting in respect of special resolution 1 set forth in this notice.

(6) Other issues

Shareholders (in person or by proxy) attending the Meeting are responsible for their own transportation and accommodation expenses. Shareholders or their proxies attending the Meeting shall produce their identification documents.

Registration for admission to the Meeting will take place from 9:00 a.m. to 11:30 a.m. and 1:30 p.m. to 5:00 p.m. on 24 June 2016 at the Company’s Board of Directors’ Office. Shareholders (in person or by proxy) attending the Meeting who have not registered for admission to the meeting during the aforementioned periods in this paragraph shall register for admission at the venue of the meeting on the date of the meeting and produce their identification documents.

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