瀘州市商業銀行股份有限公司 Luzhou City Commercial Bank Co., Ltd. (A joint stock company incorporated in the People's Republic of China with limited liability) Stock Code: 1983 Global offerinG Sole Sponsor Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Lead Managers IMPORTANT IMPORTANT: If you are in doubt about any information contained in this prospectus you should obtain independent professional advice. Luzhou City Commercial Bank Co., Ltd.* 瀘州市商業銀行股份有限公司* (A joint stock company incorporated in the People’s Republic of China with limited liability) GLOBAL OFFERING Number of Offer Shares in the : 545,740,000 H Shares (subject to the Global Offering Over-allotment Option) Number of International Offer Shares : 491,166,000 H Shares (subject to adjustment and the Over-allotment Option) Number of Hong Kong Offer Shares : 54,574,000 H Shares (subject to adjustment) Maximum Offer Price : HK$3.40 per H Share, plus brokerage of 1%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars, subject to refund) Nominal value : RMB1.00 per H Share Stock code : 1983 Sole Sponsor Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Lead Managers Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this prospectus, 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 prospectus. A copy of this prospectus, having attached thereto the documents specified in “Appendix VIII – Documents Delivered to the Registrar of Companies and Available for Inspection”, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any other document referred to above. The Offer Price is expected to be fixed by agreement between the Sole Representative (on behalf of the Underwriters) and us on the Price Determination Date. The Price Determination Date is expected to be on or around Monday, December 10, 2018 and, in any event, not later than Friday, December 14, 2018. The Offer Price will be no more than HK$3.40 per Offer Share and is currently expected to be no less than HK$3.15 per Offer Share unless otherwise announced. If, for whatever reason, the Offer Price is not agreed by Friday, December 14, 2018, between the Sole Representative (on behalf of the Underwriters) and us, the Global Offering (including the Hong Kong Public Offering) will not proceed and will lapse. We were incorporated, and all of our businesses are located, in the PRC. Potential investors should be aware of the differences in the legal, economic and financial systems between the mainland of the PRC and Hong Kong and that there are different risk factors relating to investment in PRC-incorporated businesses. Potential investors should also be aware that the regulatory framework in the PRC is different from the regulatory framework in Hong Kong and should take into consideration the different market nature of our Shares. See “Risk Factors”, “Supervision and Regulation”, “Appendix IV – Summary of Principal Legal and Regulatory Provisions” and “Appendix V – Summary of Articles of Association”. The Sole Representative (on behalf of the Underwriters) may, with our consent reduce the number of Offer Shares being offered under the Global Offering and/or the indicative offer price range stated in this prospectus (which is HK$3.15 to HK$3.40 per H Share) at any time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, notices of the reduction in the number of Offer Shares and/or the indicated offer price range will be published in the South China Morning Post (in English) and Hong Kong Economic Times (in Chinese). Such notice will also be available on the websites of the Hong Kong Stock Exchange at www.hkexnews.hk and our Bank at www.lzccb.cn. See “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares”. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Sole Sponsor and the Sole Representative (on behalf of the Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. See “Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for Termination”. The Offer Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may only be offered, sold, pledged or transferred outside the United States in accordance with Regulation S. * We are 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. December 4, 2018 EXPECTED TIMETABLE(1) Latest time for completing electronic applications under White Form eIPO service through the designated website www.eipo.com.hk(2) . .11:30 a.m. on Monday, December 10, 2018 Application lists open(3) .....................11:45 a.m. on Monday, December 10, 2018 Latest time for lodging WHITE and YELLOW Application Forms .......................12:00 noon on Monday, December 10, 2018 Latest time for giving electronic application instructions to HKSCC(4) .................12:00 noon on Monday, December 10, 2018 Latest time for completing payment for White Form eIPO applications by effecting Internet banking transfer(s) or PPS payment transfer(s). ..................12:00 noon on Monday, December 10, 2018 Application lists close(3) ....................12:00 noon on Monday, December 10, 2018 Expected Price Determination Date(5) ......................Monday, December 10, 2018 (1) Announcement of: • the Offer Price; • the level of applications in the Hong Kong Public Offering; • the level of indications of interest in the International Offering; and • the basis of allotment of the Hong Kong Offer Shares to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese), and on the website of the Hong Kong Stock Exchange at www.hkexnews.hk(6) and our Bank’s website at www.lzccb.cn(6) on..................................Friday, December 14, 2018 (2) Announcement of results of allocations in the Hong Kong Public Offering (including successful applicants’ identification document numbers, where appropriate) will be available through a variety of channels (see “How to Apply for Hong Kong Offer Shares – 11. Publication of Results”) from .....................................Friday, December 14, 2018 Results of allocations in the Hong Kong Public Offering will be available at www.iporesults.com.hk with a “search by ID” function from ......................Friday, December 14, 2018 H Share certificates in respect of wholly or partially successful applications to be despatched or deposited into CCASS on or before(7) .............................Friday, December 14, 2018 White Form e-Refund payment instructions/refund cheques in respect of wholly or partially unsuccessful applications to be despatched on or before(8)(9) ........................Friday, December 14, 2018 Dealings in the H Shares on the Hong Kong Stock Exchange expected to commence at 9:00 a.m. on ...................Monday, December 17, 2018 i EXPECTED TIMETABLE(1) The application for the Hong Kong Offer Shares will commence on Tuesday, December 4, 2018 through Monday, December 10, 2018, being slightly longer than normal market practice of four days. The application monies (including the brokerages, SFC transaction levies and Hong Kong Stock Exchange trading fees) will be held by the receiving bank on behalf of the Bank and the refund monies, if any, will be returned to the applicants without interest on Friday, December 14, 2018. Investors should be aware that the dealings in the H Shares on the Hong Kong Stock Exchange are expected to commence on Monday, December 17, 2018. Notes: (1) All dates and times refer to Hong Kong local time, except as otherwise stated. For details of the structure of the Global Offering, including conditions of the Hong Kong Public Offering, please refer to the section headed “Structure of the Global Offering”. (2) You will not be permitted to submit your application to the White Form eIPO Service Provider through the designated website at www.eipo.com.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained an application reference number from the designated website prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of the application monies) until 12:00 noon on the last day for submitting applications, when the application lists close. (3) If there is a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Monday, December 10, 2018, the application lists will not open on that day. Please refer to the section headed “How to Apply for Hong Kong Offer Shares – 10. Effect of Bad Weather on the Opening of the Application Lists” for further details. (4) Applicants who apply for the Hong Kong Offer Shares by giving electronic application instructions to HKSCC should refer to the section headed “How to Apply for Hong Kong Offer Shares – 6.