APPENDIX VII STATUTORY AND GENERAL INFORMATION 1. Further Information about the Bank A. Incorporation In light of the lack of provincial city commercial banks in Gansu province and to promote the economic development of Gansu province, the People’s government of Gansu decided to establish a provincial city commercial bank by building on the foundations of Baiyin City Commercial Bank and Pingliang City Commercial Bank. Therefore, on May 30, 2011, 25 legal entities (including large and medium-sized SOEs in Gansu province and private enterprises within and outside Gansu province) and representatives of all the shareholders of Baiyin City Commercial Bank and Pingliang City Commercial Bank jointly entered into a promoters agreement in respect of Dunhuang Bank Co., Ltd. ( ). Pursuant to the agreement, the 25 legal entities contributed cash and all the shareholders of Baiyin City Commercial Bank and Pingliang City Commercial Bank contributed the appraised net assets of Baiyin City Commercial Bank and Pingliang City Commercial Bank, respectively, to incorporate Dunhuang Bank Co., Ltd.. On August 24, 2011, the General Office of the People’s Government of Gansu Province approved the change to the name of the bank to be incorporated from the former “Dunhuang Bank Co., Ltd.” to “Bank of Gansu Co., Ltd.”. On September 27, 2011, the CBRC approved the establishment of the Bank. On November 18, 2011, the CBRC Gansu Office approved the commencement of business of the Bank and the conversion of Baiyin City Commercial Bank, Pingliang City Commercial Bank and their branches and sub-branches into Baiyin Branch, Pingliang Branch and sub-branches of the Bank. On the same day, the Bank was granted the enterprise business license by the Administration for Industry and Commerce of Gansu Province and was formally incorporated under the PRC Company Law. The Bank is the only provincial city commercial bank in Gansu province. The registered address of the Bank is No. 122, Gannan Road, Chengguan District, Lanzhou, Gansu province, the PRC. The Bank has established a principal place of business in Hong Kong at 18/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong and was registered as a non-Hong Kong company on June 28, 2017 under Part XVI of the Companies Ordinance. The Bank appointed Ms. Hui Yin Shan as the Bank’s authorized representative for the acceptance of service of process and notices in Hong Kong. The address for service of process on the Bank in Hong Kong is the same as the Bank’s principal place of business in Hong Kong. The Bank carries on banking business in the PRC under the supervision and regulation of the CBRC and the PBoC. The Bank is not an authorized institution within the meaning of the Banking Ordinance, and is not subject to the supervision of the HKMA, nor authorized to carry on banking and/or deposit-taking business in Hong Kong. As the Bank was established in the PRC, the Bank’s corporate structure and Articles of Association are subject to the relevant laws and regulations of the PRC. A summary of certain relevant aspects of the PRC laws and regulations is set out in Appendix IV and a summary of certain relevant provisions of the Articles of Association is set out in Appendix V. VII-1 APPENDIX VII STATUTORY AND GENERAL INFORMATION B. Changes in Share Capital Upon the Bank’s establishment, its registered capital was RMB3,486,223,700.00, divided into 3,486,223,700 shares of nominal value of RMB1.00 each, all of which were fully paid up. The Bank’s share capital has undergone the following changes since the Bank’s establishment: Year Changes in the share capital 2013 The Bank capitalized undistributed profits of RMB208,598,579.00 in 2013, after which the registered capital of the Bank increased to RMB3,694,822,279.00 and the total share capital of the Bank increased to 3,694,822,279 shares. The Bank issued a total of 2,950,918,414 Domestic Shares to 20 qualified legal entities at an issue price of RMB1.45 per share which was determined with reference to the valuation of the Bank’s net assets as of May 31, 2013 (“2013 Private Placement”). 2014 The Bank issued a total of 270,035,327 new Shares to 2,692 employees at an issue price of RMB1.45 per share, raising a total of RMB391,551,224.00 (“2014 Employees Share Issuance”). The Bank capitalized undistributed profits of RMB221,086,902.00 (“2014 Conversion of Undistributed Profits into Share Capital”). The registered capital of the Bank increased to RMB7,136,862,922.00 and the total share capital of the Bank increased to 7,136,862,922 shares after completing the 2013 Private Placement, 2014 Employees Share Issuance and 2014 Conversion of Undistributed Profits into Share Capital. 2015 The Bank capitalized undistributed profits of RMB389,128,408.00 in 2015, after which the registered capital of the Bank further increased to RMB7,525,991,330.00 and the total share capital of the Bank increased to 7,525,991,330 shares. Assuming that the Over-allotment Option is not exercised, the Bank’s share capital will be divided into 9,737,991,330 shares, comprising 7,525,991,330 Domestic Shares and 2,212,000,000 H Shares, representing approximately 77.28% and 22.72% of the total enlarged share capital of the Bank, respectively. Assuming that the Over-allotment Option is exercised in full, the Bank’s share capital will be divided into 10,069,791,330 shares, comprising 7,525,991,330 Domestic Shares and 2,543,800,000 H Shares, representing approximately 74.74% and 25.26% of the total enlarged share capital of the Bank, respectively. C. Restriction on Share Repurchase For details of the restrictions on the share repurchase by the Bank, see “Appendix V—Summary of Articles of Association—Power of the Bank to Repurchase the Bank’s Own Shares”. VII-2 APPENDIX VII STATUTORY AND GENERAL INFORMATION D. Resolutions of the Bank’s Shareholders Resolutions were passed at the general meeting held on June 1, 2017, pursuant to which, among other things, the general meeting: (a) approved the Global Offering, the Listing and the Over-allotment Option; (b) authorized the Board of Directors and authorized persons of the Board of Directors to handle all matters relating to the Listing; and (c) approved certain amendments to the Articles of Association in compliance with the requirements of the Listing Rules and other applicable laws and regulations. Additionally, on June 1, 2017, the Board of Directors and the authorized persons of the Board of Directors were also authorized by the general meeting to make further amendments to the Articles of Association in accordance with any opinions given by the relevant regulatory authorities of the PRC and the Hong Kong Stock Exchange. The relevant amendments will become effective from the Listing Date. E. The Bank’s Subsidiary and Changes in its Share Capital As of the Latest Practicable Date, Jingning Chengji Rural Bank was the sole subsidiary of the Bank. Certain details of this subsidiary are set out in Note 27 to the Accountant’s Report, and the full text of the Accountant’s Report is set out in Appendix I to this prospectus. There was no change in the registered capital of the Bank’s subsidiary during the two years preceding the date of this prospectus. 2. Further Information about the Group’s Business A. Summary of Material Contracts The following contracts (not being contracts entered into by the Group in the ordinary course of business) were entered into within the two years preceding the date of this prospectus, which are or may be material: (1) a property right transfer contract ( ) entered into between JISCO Lanzhou Judong Real Estate Development Co., Ltd. ( ) and the Bank in January 2016 with regard to the transfer by JISCO Lanzhou Judong Real Estate Development Co., Ltd. of the property rights in respect of the fifth floor, the sixth floor, the seventeenth to the twenty-seventh floors and the use rights in respect of the third basement floor of Jiugang Tower 1# Complex Building ( 1# ) to the Bank at a transfer price of RMB547,310,000; (2) a commodity housing sale contract (pre-sale) ( ) dated December 19, 2016 entered into between Gansu Zhicheng Real Estate Development Co., Ltd. ( ) and the Bank with regard to the sale by Gansu Zhicheng Real Estate Development Co., Ltd. of No. 101-111 and No. 113-116 on the first floor of a commercial building located in Chengguan District, Lanzhou City to the Bank at a sale price of RMB120,990,900; (3) a project construction contract ( ) dated March 10, 2017 entered into between the Bank and Beijing Chatone Computer Room Equipment and Engineering Co., Ltd. ( ), pursuant to which the Bank engaged Beijing Chatone VII-3 APPENDIX VII STATUTORY AND GENERAL INFORMATION Computer Room Equipment and Engineering Co., Ltd. to construct the computer room of the data center of the Bank at a consideration of RMB43,678,755.58; (4) a property right transfer contract ( ) dated March 21, 2017 entered into between JISCO Lanzhou Judong Real Estate Development Co., Ltd. ( ) and the Bank with regard to the transfer by JISCO Lanzhou Judong Real Estate Development Co., Ltd. of the property rights and decoration and fit-out works of the first and second basement floors, the first to the fourth floors, and the eighth to the sixteenth floors of Jiugang Tower 1# Building ( 1# ) to the Bank at a transfer price of RMB1,150,760,000; (5) a cornerstone investment agreement dated December 27, 2017 entered into among the Bank, Hong Kong Dasheng Investment Holdings Company Limited ( ), CMB International Capital Limited, CCB International Capital Limited, Huatai