THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Bank of Tianjin Co., Ltd. (天津銀行股份有限公司), you should at once hand this circular along with the proxy form and reply slip to the purchaser or 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 transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. BANK OF TIANJIN CO., LTD.* 天津銀行股份有限公司* (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1578) MAJOR TRANSACTION IN RELATION TO DISPOSAL OF ASSETS OF THE BANK AND NOTICE OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING A notice convening the EGM to be held at Guoxin Building (No. 10 Youyi Road, Hexi District, Tianjin, the PRC) at 9:30 a.m. on Wednesday, 24 February 2021 is set out on pages 25 to 26 of this circular. The notice of the EGM, a proxy form and a reply slip have been despatched to the Shareholders on Friday, 8 January 2021. If you intend to appoint a proxy to attend the EGM, you are required to complete and return the proxy form in accordance with the instructions printed thereon as soon as possible. The proxy form (together with a notarially certified copy of the power of attorney or other authority (if any) if the proxy form is signed by a person on behalf of the appointor) must be delivered by H Shareholders to the H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 9:30 a.m. on Tuesday, 23 February 2021 (Hong Kong time). If you intend to attend the EGM in person or by proxy, H Shareholders of the Bank are required to return the reply slip in person, by post or by facsimile to the H Share Registrar, Computershare Hong Kong Investor Services Limited on or before Thursday, 4 February 2021. Completion and return of a proxy form will not preclude you from attending in person and voting at the EGM if you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked. * Bank of Tianjin Co., Ltd. is not an authorised institution within the meaning of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorised to carry on banking/deposit-taking business in Hong Kong. 25 January 2021 CONTENTS Page DEFINITIONS ..................................................... 1 LETTER FROM THE BOARD ........................................ 4 APPENDIX I – FINANCIAL INFORMATION OF THE GROUP ........ 13 APPENDIX II – GENERAL INFORMATION ........................ 17 NOTICE OF EXTRAORDINARY GENERAL MEETING ................... 25 –i– DEFINITIONS In this circular, unless the context requires otherwise, the following expressions shall have the following meanings: “Articles of Association” the articles of association of the Bank as may be amended, modified or otherwise supplemented from time to time “Asset Disposal” disposal of Disposed Assets by the Bank to Tianjin Capital Investment and the related transactions contemplated under the Asset Disposal Agreement “Asset Disposal Agreement” the Asset Disposal Agreement entered into between the Bank and Tianjin Capital Investment in relation to the Asset Disposal “Bank” Bank of Tianjin Co., Ltd. (天津銀行股份有限公司), a joint stock company incorporated on 6 November 1996 in Tianjin, China with limited liability in accordance with the PRC laws, and, if the context requires, includes its predecessors, subsidiaries, branches and sub-branches, the H Shares of the Bank were listed on the Stock Exchange on 30 March 2016 (Stock Code: 1578) “Benchmark Date” 31 July 2020 “Board” the board of Directors of the Bank “Board of Supervisors” the board of Supervisors of the Bank “Bohai Chemical Industry” Tianjin Bohai Chemical Industry Group Co., Ltd. (天津渤 海化工集團有限責任公司), a Shareholder of the Bank “connected person(s)” has the same meaning ascribed to it in the Listing Rules “Consideration” the Consideration payable by the Purchaser to the Bank for the Asset Disposal “Director(s)” the director(s) of the Bank “Disposed Assets” certain credit assets and other assets held by the Bank “Domestics Share(s)“ ordinary share(s) issued by the Bank, with a nominal value of RMB1.00 each, which are subscribed for or credited as paid up in Renminbi –1– DEFINITIONS “EGM” the 2021 first extraordinary general meeting of the Bank to be held at Guoxin Building (No. 10 Youyi Road, Hexi District, Tianjin, the PRC) at 9:30 a.m. on Wednesday, 24 February 2021, or any adjournment thereof to consider and approve, inter alia, the Asset Disposal, the notice of EGM is set out on pages 25 to 26 of this circular “Group” the Bank and its subsidiaries “H Share(s)” overseas listed foreign ordinary share(s) issued by the Bank with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars and listed on the Stock Exchange “H Share Registrar” Computershare Hong Kong Investor Services Limited “H Shareholder(s)” the holder(s) of H Share(s) “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Latest Practicable Date” 20 January 2021, being the latest practicable date for the purpose of ascertaining certain information contained in this circular prior to its publication “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as may be amended, supplemented or otherwise modified from time to time “PRC” or “China” the People’s Republic of China which, for the purposes of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan “Purchaser” Tianjin Capital Investment “RMB” Renminbi, the lawful currency of the PRC “Shareholder(s)” Holder(s) of Share(s) of the Bank “Share(s)” Domestic Share(s) and H Share(s) of the Bank “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supervisor(s)“ the supervisor(s) of the Bank –2– DEFINITIONS “Tianjin Capital Investment” Tianjin State-owned Capital Investment Management Co., Ltd. (天津國有資本投資運營有限公司), a company established on 22 January 2017 in the PRC with limited liability “%” per cent –3– LETTER FROM THE BOARD BANK OF TIANJIN CO., LTD.* 天津銀行股份有限公司* (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1578) Board of Directors: Registered Address and Address of Executive Directors Head Office: Mr. SUN Liguo (Chairman) No. 15 Youyi Road, Mr. WU Hongtao (President) Hexi District, Tianjin, Non-executive Directors China Ms. SUN Jingyu Ms. DONG Guangpei Principal Place of Business in Mr. Alistair Marshall BULLOCH Hong Kong: Mr. ZHAO Wei 40/F, Sunlight Tower, Mr. WANG Shunlong 248 Queen’s Road East, Ms. LI Jun Wan Chai, Hong Kong Independent non-executive Directors Mr. FENG Heping Mr. LAW Yee Kwan, Quinn Mr. JIN Qingjun Mr. HUA Yaogang Mr. HE Jia To the Shareholders MAJOR TRANSACTION IN RELATION TO DISPOSAL OF ASSETS OF THE BANK AND NOTICE OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING I. INTRODUCTION Reference is made to the announcement of the Bank dated 29 December 2020 in relation to, inter alia, the resolution on the major transaction in relation to disposal of assets of the Bank. At the Board meeting convened on 29 December 2020, the Board approved the resolution on the major transaction in relation to disposal of assets of the Bank. –4– LETTER FROM THE BOARD The purpose of this circular is to provide you with (among other things) (i) the details of the Asset Disposal Agreement entered into and the transactions contemplated thereunder; (ii) the financial information of the Group; and (iii) a notice of the EGM, and to provide you with all the information reasonably necessary to enable you to make an informed voting decision on the proposed resolution at the EGM. II. ASSET DISPOSAL AGREEMENT On 29 December 2020, the Board announced that the Bank entered into the Asset Disposal Agreement with the Purchaser, pursuant to which the Bank conditionally agrees to sell and the Purchaser conditionally agrees to purchase the Disposed Assets at the consideration of RMB8,011 million. Set out below are the principal terms of the Asset Disposal Agreement. (1) Parties (i) the Bank (as vendor); and (ii) Tianjin Capital Investment (as purchaser). To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, as at the Latest Practicable Date, Tianjin Capital Investment and its ultimate beneficial owners are third parties independent from the Bank and its connected persons. For details of the relationship between Tianjin Capital Investment and the Bank, please refer to the paragraph headed “Information on Tianjin Capital Investment” in this circular. (2) Disposed Assets Pursuant to the Asset Disposal Agreement, the Bank conditionally agrees to sell and Tianjin Capital Investment conditionally agrees to purchase the Disposed Assets, being certain credit assets and other assets held by the Bank. The Bank shall transfer the principal and interest of the financial assets entitled by the borrower/debtor/financier of the Disposed Assets (the “Principal Debts”), the security debts, mortgage rights, pledge rights and other ancillary rights (the “Security Rights”) related to the Principal Debts and other rights arising or in connection thereof to Tianjin Capital Investment.