THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in 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 Huishang Bank Corporation 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, stockbroker 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. Huishang Bank Corporation Limited* 徽商銀行股份有限公司* (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 3698 and 4608 (Preference Shares)) 2019 ANNUAL GENERAL MEETING The Annual General Meeting will be held at the Anhui Hall, 4/F, Anhui Hotel, No. 18 Meishan Road, Hefei, Anhui Province, the PRC at 9:00 a.m. on Tuesday, June 30, 2020. The notice of the Annual General Meeting is set out on pages 76 to 80 of this circular. If you intend to appoint a proxy to attend the Annual General Meeting, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon. H Shareholders should return the proxy form to Computershare Hong Kong Investor Services Limited, and Domestic Shareholders should return the proxy form to the Bank’s registered office and principal place of business in the PRC respectively and in each case, in person or by post, not less than 24 hours before the time fixed for holding the Annual General Meeting (i.e. 9:00 a.m. on Monday, June 29, 2020) or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting or at any adjourned meeting thereof should you so wish. If you intend to attend the Annual General Meeting in person or by proxy, you are required to complete and return the accompanying reply slip to Computershare Hong Kong Investor Services Limited (for H Shareholders) or to the Bank’s registered office and principal place of business in the PRC (for Domestic Shareholders) on or before Wednesday, June 10, 2020. * Huishang Bank Corporation Limited is not an authorized institution within the meaning of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorized to carry on banking/deposit-taking business in Hong Kong. May 15, 2020 CONTENTS Page DEFINITIONS ..................................................... 1 LETTER FROM THE BOARD ........................................ 4 APPENDIX I WORK REPORT OF THE BOARD OF DIRECTORS FOR 2019 ..................................... 21 APPENDIX II WORK REPORT OF THE BOARD OF SUPERVISORS FOR 2019 ..................................... 26 APPENDIX III A SHARE OFFERING PLAN ....................... 33 APPENDIX IV AUTHORISATION IN RELATION TO THE A SHARE OFFERING.................................... 35 APPENDIX V REPORT ON RELATED PARTY TRANSACTIONS FOR 2019.......................................... 37 APPENDIX VI THE DUTY REPORT BY THE INDEPENDENT NON-EXECUTIVE DIRECTORS FOR 2019 ......... 46 APPENDIX VII THE APPRAISAL REPORT BY THE BOARD OF SUPERVISORS ON THE PERFORMANCE OF DUTIES BY THE BOARD AND THE DIRECTORS FOR 2019 ..................................... 54 APPENDIX VIII THE APPRAISAL REPORT BY THE BOARD OF SUPERVISORS ON THE PERFORMANCE OF DUTIES BY THE SUPERVISORS FOR 2019......... 62 APPENDIX IX THE APPRAISAL REPORT BY THE BOARD OF SUPERVISORS ON THE PERFORMANCE OF DUTIES BY THE SENIOR MANAGEMENT AND ITS MEMBERS FOR 2019 ........................... 69 NOTICE OF THE ANNUAL GENERAL MEETING ....................... 76 –i– DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: “Annual General Meeting” or the 2019 annual general meeting of the Bank to be held “AGM” at the Hall, 11/F, Block A, Tianhui Building, 79 Anqing Road, Hefei, Anhui Province, the PRC at 9:00 a.m. on Tuesday, June 30, 2020 “Articles of Association” the articles of association of the Bank that is currently in effect “A Share(s)” the ordinary share(s) proposed to be issued by the Bank pursuant to the A Share Offering and subscribed for in RMB “A Share Listing Date” the date on which the A Shares are to be listed on the Shanghai Stock Exchange “A Share Offering” the Bank’s proposed initial public offering of not more than 1.5 billion A Shares, which will be listed on the Shanghai Stock Exchange “A Share Offering Plan” the Plan on the Initial Public Offering and Listing of A Shares of Huishang Bank Corporation Limited formulated by the Bank in respect of the A Share Offering “Bank” or “Huishang Bank” Huishang Bank Corporation Limited (徽商銀行股份有限 公司), a joint stock company incorporated in the PRC with limited liability, whose H Shares are listed on the Main Board of the Hong Kong Stock Exchange “Baoshang Bank” Baoshang Bank Co., Ltd. “Board” or “Board of Directors” the board of directors of the Bank “Board of Supervisors” the board of supervisors of the Bank “CBIRC” the China Banking and Insurance Regulatory Commission (中國銀行保險監督管理委員會) “CBRC” the former China Banking Regulatory Commission (原中 國銀行業監督管理委員會) “CSRC” the China Securities Regulatory Commission (中國證券 監督管理委員會) –1– DEFINITIONS “Anhui Securities Bureau” the Anhui Regulatory Bureau of China Securities Regulatory Commission (中國證券監督管理委員會安徽 監管局) “Director(s)” the director(s) of the Bank “Domestic Share(s)” ordinary share(s) issued by the Bank in the PRC with a nominal value of RMB1.00 each, which are subscribed for or credited as paid up in RMB “Domestic Shareholder(s)” holder(s) of Domestic Share(s) “Group” the Bank and its subsidiaries “H Share Registrar” Computershare Hong Kong Investor Services Limited “H Share(s)” overseas-listed foreign investment share(s) in the share capital of the Bank, with a nominal value of RMB1.00 each, which are listed on the Main Board of the Hong Kong Stock Exchange “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Latest Practicable Date” May 12, 2020, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time “Non-public Issuance” the Bank’s proposed non-public issuance of up to 1,735,000,000 Domestic Shares and up to 695,000,000 H Shares to specific target investors as announced on January 7, 2020 “PRC” the People’s Republic of China, and for the purpose of this circular only, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan “PRC Company Law” the Company Law of the People’s Republic of China, as amended, supplemented or otherwise modified from time to time –2– DEFINITIONS “PRC Securities Law” the Securities Law of the People’s Republic of China, as amended, supplemented or otherwise modified from time to time “RMB” Renminbi, the lawful currency of the PRC “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time “Share(s)” ordinary share(s) of the Bank, consisting of the Domestic Share(s) and the H Share(s) “Shareholder(s)” the shareholder(s) of the Bank “Supervisor(s)” the supervisor(s) of the Bank Unless otherwise specified in this circular, the currency used in this circular shall be Renminbi. The translated English names for the PRC nationals, entities, departments, facilities, certificates, titles, laws, regulations and the like included in this circular and for which no official English translation exists are unofficial translations for identification purposes only. In case of inconsistency in such case, the Chinese name shall prevail. –3– LETTER FROM THE BOARD Huishang Bank Corporation Limited* 徽商銀行股份有限公司* (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 3698 and 4608 (Preference Shares)) Executive Directors: Registered office and principal Mr. Wu Xuemin (Chairman) place of business in the PRC: Mr. Zhang Renfu (President) Block A, Tianhui Building Mr. He Jiehua 79 Anqing Road Hefei Non-executive Directors: Anhui Province Mr. Zhu Yicun the PRC Mr. Yan Chen Mr. Wu Tian Principal place of business in Mr. Qian Dongsheng Hong Kong: Mr. Gao Yang 40th Floor, Sunshine Tower Mr. Wang Wenjin No. 248 Queen’s Road East Mr. Zhao Zongren Wanchai Hong Kong Independent non-executive Directors: Mr. Dai Peikun Ms. Zhou Yana Mr. Liu Zhiqiang Mr. Yin Jianfeng Ms. Huang Aiming To the Shareholders Dear Sir or Madam, 2019 ANNUAL GENERAL MEETING I. INTRODUCTION The Bank will convene the Annual General Meeting on Tuesday, June 30, 2020, and proposes the following resolutions at the meeting: (1) the final financial accounts for 2019; (2) the financial budget for 2020; –4– LETTER FROM THE BOARD (3) the profit distribution plan for 2019; (4) the appointment of external auditors of the Bank for 2020; (5) the Work Report of the Board of Directors for 2019; (6) the Work Report of the Board of Supervisors for 2019; (7) the determination of the remuneration standard for executive Directors of the Bank for 2018; (8) the determination of the remuneration standard for the former chairman of the Board of Supervisors of the Bank for 2018; (9) the election of Mr.