THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. HISTORY AND DEVELOPMENT HISTORY Our history can be traced back to the first rural credit cooperative in Guangzhou established in 1952. In 1996, rural credit cooperatives officially became independent of the management of the Agricultural Bank of China and in 1998, Guangzhou Rural Credit Cooperative Union ( ) was established to manage the rural credit cooperatives in Guangzhou. In 2006, with the approval of CBRC, Guangzhou Rural Credit Cooperative Union, 14 rural credit cooperatives, and 10 rural credit cooperative unions at district and county level in Guangzhou established Guangzhou Rural Credit Cooperative ( ) upon completion of the corporate reform into a unified legal person. Guangzhou Rural Credit Cooperative was registered at the Administration for Industry and Commerce of Guangzhou and established on October 27, 2006. In July 2009, with the approval of the Guangdong Provincial People’s Government, Guangzhou Rural Credit Cooperative underwent restructuring and, with approved eligible members of Guangzhou Rural Credit Cooperative and other share subscribers as promoters (i.e., 727 corporate shareholders and 28,936 individual shareholders), Guangzhou Rural Commercial Bank Co., Ltd. ( ) was incorporated. With the approval of CBRC, our Bank completed its registration as a joint stock limited company at the Administration for Industry and Commerce of Guangzhou on December 9, 2009, with our Head Office in Guangzhou. Key milestones in our history are summarized as follows. Year Event November 1952 The first rural credit cooperative in Guangzhou was established. June 1998 Guangzhou Rural Credit Cooperative Union was established. October 2006 Guangzhou Rural Credit Cooperative was established upon completion of the corporate reform into a unified legal person. December 2009 Guangzhou Rural Credit Cooperative was restructured and Guangzhou Rural Commercial Bank Co., Ltd. was incorporated. June 2010 To meet the financing needs of small and micro customers, our Bank was the first commercial bank in Guangzhou to cooperate with IPC GmbH to introduce its internationally world-leading micro finance technology. August 2010 Huaibin Zhujiang County Bank Co., Ltd. ( ) and Huangchuan Zhujiang County Bank Co., Ltd. ( ), being the first batch of county banks established by our Bank as one of the promoters, were officially opened(1). January 2011 Our Bank was approved to commence Renminbi credit card business and we launched our “Sun Credit Card” in the same year. 150 THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. HISTORY AND DEVELOPMENT Year Event March 2011 We established our Micro and Small Finance Business Department (currently known as “Small and Micro Business Department”) and set up our direct operation team for micro and small finance business. December 2013 Heyuan Dongyuan Sub-branch, being the first sub-branch of our Bank outside Guangzhou, was officially opened(2). January 2014 Our Bank was qualified to commence securities investment fund custody business, being the first rural commercial bank in China to obtain such qualification. June 2014 Our Bank was qualified to issue interbank certificates of deposits, and successfully issued our first tranche of interbank certificates of deposits on the China Foreign Exchange Trading System in September 2014. August 2014 Our Neo Sun Foundation was established, which builds up our good corporate culture of contributing to the society and taking up social responsibilities. December 2014 Zhujiang Financial Leasing Co., Ltd. ( ), our wholly-owned subsidiary, was officially opened. It is the first financial leasing company controlled by a rural commercial bank in Guangdong Province. Qingyuan Branch, being the first branch of our Bank outside Guangzhou, was officially opened. March 2015 Our Bank was qualified to commence credit asset securitization business, being one of the first rural commercial banks to obtain such qualification since the reform of the filing system of CBRC. August 2015 Our Bank was among “Top 500 Chinese Enterprises in 2015” jointly announced by China Enterprise Confederation ( ) and China Enterprise Directors Association ( ) for the first time. We were the only rural commercial bank on the list and were ranked 10th among the enterprises on the list in terms of profit margin. December 2015 Our Bank successfully launched an SME credit asset securitization product. Our total assets exceeded RMB500 billion during the year, symbolizing our evolution into a medium commercial bank. 151 THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. HISTORY AND DEVELOPMENT Year Event June 2016 Our Bank was among “Top 1000 World Banks 2016” according to The Banker. We were ranked 203rd among commercial banks in the World in terms of tier-one capital and had been on the list for seven consecutive years. August 2016 Our Bank was among “Top 500 Chinese Enterprises in 2016” jointly announced by China Enterprise Confederation and China Enterprise Directors Association. We were ranked 441st in terms of operating income, up 32 positions as compared to 2015. We are the only rural commercial bank being selected as one of the “Top 500 Chinese Enterprises” for two consecutive years. (1) In 2012, our Bank established its subsidiary, Xinyang Zhujiang County Bank Co., Ltd. ( ), which subsequently absorbed these two county banks. (2) Heyuan Dongyuan Sub-branch was upgraded to Heyuan Branch in September 2016. CHANGES IN REGISTERED CAPITAL Our Bank was incorporated in December 2009 with registered capital of RMB6,873,418,539, among which, the members of Guangzhou Rural Credit Cooperative contributed RMB4,023,418,539 in the form of verified and appraised net assets of such rural credit cooperative, and share subscribers contributed RMB2,850,000,000 in cash. Our promoters comprised 727 corporate shareholders and 28,936 individual shareholders. The major change in our registered capital since our incorporation is summarized as follows: In 2011, our Bank issued 1,280,000,000 new Shares to eligible shareholders by way of placing at the price of RMB3.5 per share in cash. After the placing, our registered capital was increased from RMB6,873,418,539 to RMB8,153,418,539. Registration of the said change was completed with the Administration for Industry and Commerce of Guangzhou on September 15, 2011. As of the Latest Practicable Date, our Bank’s registered capital was RMB8,153,418,539. ISSUANCE OF BONDS Issuance of Subordinated Bonds In June 2012, to replenish our capital, with the approval from CBRC and PBoC, our Bank issued 10-year-term subordinated bonds with an aggregate principal amount of RMB3.5 billion, at a fixed rate of 5.99% per annum, payable on an annual basis. Subject to relevant regulatory approval, our Bank may redeem these bonds at face value in full on a one-off basis by exercising the redemption right on the last day of the fifth interest-bearing year of such bonds. Our Bank obtained the relevant regulatory approval in May 2017 to exercise the redemption right on June 29, 2017. Issuance of Tier-Two Capital Bonds In September 2014, to replenish our tier-two capital, with the approval from CBRC and PBoC, we issued 10-year-term tier-two capital bonds with an aggregate principal amount of RMB4.1 billion, at a fixed rate of 6.26% per annum, payable on an annual basis. Subject to CBRC’s approval, our Bank may redeem these bonds at face value in full or in part on a one-off basis by exercising the redemption right on the last day of the fifth interest-bearing year of such bonds. 152 THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. HISTORY AND DEVELOPMENT OUR SHAREHOLDING AND CORPORATE STRUCTURE Shareholding Structure As of the Latest Practicable Date, our Bank had 720 corporate Shareholders and 28,448 individual Shareholders, holding in aggregate approximately 70.53% and 29.47% of our Shares, respectively. As of the Latest Practicable Date, none of our Shareholders directly held 5% or more of our Shares and there are two Shareholders, namely Guangzhou Municipal People’s Government and Guangzhou Finance Holdings Group Co., Ltd. ( ), indirectly held 5% or more of our Shares. Guangzhou Finance Holdings Group Co., Ltd. is directly and wholly-owned by Guangzhou Municipal People’s Government. As of the Latest Practicable Date, Guangzhou Municipal People’s Government, through 14 corporate Shareholders it controls, indirectly held in aggregate 24.06% of our Shares and was our single largest group of shareholders, among which, Guangzhou Finance Holdings Group Co., Ltd. directly and indirectly through its wholly-owned subsidiary Guangzhou Guangyong State-owned Assets Management Co., Ltd. ( ) held in aggregate 5.15% of our Shares. Save for the above, the 14 corporate Shareholders are independent from each other. Our single largest group of shareholders remains unchanged since January 1, 2016 up until the time immediately before the [REDACTED] becomes unconditional. As of the Latest Practicable Date, we were unable to verify the shareholdings