(1)Proposed election of directors; (2)proposed election of supervisor...(5) proposed amendments to the articles of association; (6) proposed extension of the validity period of the issuance plan of the capital supplemental bonds and relevant shareholders' resolution and the validity period of the authorisation to the board and the persons authorised by the board to deal with all matters relating to the issuance of capital supplemental bonds; and notice of 2020 first extraordinary general meeti

CONTENTS

Page

DEFINITIONS .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

APPENDIX I

PROPOSED AMENDMENTS TO THE EQUITY

MANAGEMENT MEASURES. . . . . . . . . . . . . . . . . . . . . . . . . . .

12

APPENDIX II

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE

MEASURES FOR THE RELATED PARTY TRANSACTIONS .

18

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES OF

ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

49

APPENDIX IV

THE ISSUANCE PLAN OF THE CAPITAL

SUPPLEMENTAL BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

81

APPENDIX V

THE PROPOSAL ON THE AUTHORISATION TO THE

BOARD AND THE PERSONS AUTHORISED BY THE

BOARD TO DEAL WITH ALL MATTERS RELATING TO

THE ISSUANCE OF CAPITAL SUPPLEMENTAL BONDS . . .

87

NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING . . . . . . . .

90

"Administrative Measures for the

the Administration Measures for the Related Party

Related Party Transactions"

Transactions of Harbin Bank Co., Ltd.

"Articles of Association"

the articles of association of the Bank, as amended,

revised or supplemented from time to time

"Bank" or "Company"

Harbin Bank Co., Ltd. (哈爾濱銀行股份有限公司), a

joint stock company established in the PRC on 25 July

1997 with limited liability in accordance with the

Company Law, and the H Shares of which are listed on

the Hong Kong Stock Exchange (stock code: 06138)

"Board"

the board of directors of the Bank

"Board of Supervisors"

the board of supervisors of the Bank

"Capital Supplemental Bonds"

the not more than RMB15 billion capital supplemental

bonds, proposed to be issued by the Bank by way of

public or non-public issuance in accordance with the

issuance plan of the capital supplemental bonds as set out

in Appendix IV to this circular

"CBIRC"

China Banking and Insurance Regulatory Commission

"Company Law"

the Company Law of the People's Republic of China (中

華人民共和國公司法), as enacted and adopted by the

Standing Committee of the Eighth National People's

Congress on 29 December 1993 and effective on 1 July

1994, as amended, supplemented or otherwise revised

from time to time

"Director(s)"

the director(s) of the Bank

"EGM"

the 2020 first extraordinary general meeting or any

adjourned meeting of the Bank to be held at Conference

Hall 3, Harbin Shangri-La Hotel, 555 Youyi Road, Daoli

District, Harbin, China on Thursday, 15 October 2020 at

8:30 a.m.

"Equity Management Measures"

the Equity Management Measures of Harbin Bank Co.,

Ltd.

DEFINITIONS

"HK$" or "HK Dollars"

Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong"

the Hong Kong Special Administrative Region of the

PRC

"Hong Kong Listing Rules"

the Rules Governing the Listing of Securities on The

Stock Exchange of Hong Kong Limited, as amended,

supplemented or otherwise revised from time to time

"Hong Kong Stock Exchange"

the Stock Exchange of Hong Kong Limited

"Latest Practicable Date"

28 August 2020, being the latest practicable date prior to

the printing of this circular for ascertaining certain

information contained herein

"PRC" or "China"

the People's Republic of China, for the purpose of this

circular only, excluding Hong Kong, Macau Special

Administrative Region of the People's Republic of China

and Taiwan

"RMB"

the lawful currency of the PRC

"Share(s)"

Domestic Shares and/or H Shares of the Bank

"Shareholder(s)"

holder(s) of Shares

"Supervisor(s)"

the supervisor(s) of the Bank

(Stock Code: 6138)

Members of the Board:

Registered Address:

Executive Directors:

No. 160 Shangzhi Street

Mr. Guo Zhiwen

Daoli District

Mr. Lyu Tianjun

Harbin

Ms. Sun Feixia

Heilongjiang Province

PRC

Independent Non-executive Directors:

Mr. Ma Yongqiang

Principal Place of Business in Hong Kong:

Mr. Sun Yan

40th Floor, Sunlight Tower

Mr. Zhang Zheng

No. 248 Queen's Road East

Mr. Hou Bojian

Wanchai

Before the Amendment

After the Amendment

Article 1 For the purposes of standardizing

Article 1 For the purposes of standardizing

the management of the equity of Harbin

the management of the equity of Harbin

Bank Co., Ltd. (hereinafter referred to as the

Bank Co., Ltd. (hereinafter referred to as the

"Company"), maintaining the legitimate

"Company"), maintaining the legitimate

rights and interests of shareholders, these

rights and interests of shareholders and

Measures are hereby formulated according

promoting the steady operation and the

to the Company Law of the People's

sustainable and healthy development of

Republic of China, the Law of the People's

the Company, these Measures are hereby

Republic of China on Commercial Banks and

formulated according to the Company Law

other laws and regulations, the Guidelines

of the People's Republic of China, the Law

for Corporate Governance of Commercial

of the People's Republic of China on

Banks, the Interim Measures for Equity

Commercial Banks and other laws and

Management of Commercial Banks and other

regulations, the Guidelines for Corporate

regulatory requirements, as well as the

Governance of Commercial Banks, the

relevant requirements of the Articles of

Interim Measures for Equity Management of

Association of Harbin Bank Co., Ltd.

Commercial Banks and other regulatory

(hereinafter referred to as the "Articles of

requirements, as well as the relevant

Association of the Company").

requirements of the Articles of Association

of Harbin Bank Co., Ltd. (hereinafter

referred to as the "Articles of Association of

the Company").

Article 2 These Measures shall apply to all

Article 2 These measures shall apply to all

shareholders who hold shares in the

shareholders who hold ordinary sharesin

Company.

the Company (hereinafter referred to as

"the shares") and the equity management

of ordinary shares of the Company.

Before the Amendment

After the Amendment

Article 4

Article 4

......

......

For shares belonging to unconfirmed holders

For shares belonging to unconfirmed holders

of securities accounts, the Company has

of securities accounts, the Company has

opened a Special Account of Harbin Bank

opened a special securities account for

Co., Ltd. for Securities with Unconfirmed

securities with

unconfirmed

holders

Holders of Securities Account at CSDC to

Special Account of Harbin Bank Co., Ltd.

register such shares. Shares registered under

for Securities with Unconfirmed Holders of

the account shall be under the unified

Securities Accountat CSDC to register such

management of the Company, including the

shares. Shares registered under the account

confirmation of the holder, the registration

shall be under the unified management of the

of the holder's securities account with

Company, including the confirmation of the

CSDC, the disbursement of undistributed

holder, the registration of the holder's

cash dividends of the relevant shares before

securities account with CSDC, the

the confirmation of holders, and judicial

disbursement

of

undistributed

cash

assistance for the relevant shares.

dividends of the relevant shares before the

confirmation of holders, and judicial

The H shares of the Company have all been

assistance for the relevant shares.

registered in the register of holders of H

shares. The original register of holders of H

The H shares of the Company have all been

shares of the Company shall be maintained

registered in the register of holders of H

in Hong Kong and be managed by

shares. The original register of holders of H

Computershare Hong Kong Investor

shares of the Company shall be maintained

Services Limited. A duplicate of the register

in Hong Kong and

be managed by

of holders of H shares shall be placed at the

Computershare

Hong Kong

Investor

Company's domicile and shall be consistent

Services Limited is entrusted to handle the

with the original. According to the Articles

transfer registration. A duplicate of the

of Association of the Company, registrations

register of holders of H shares shall be

in or changes of the register of holders of H

placed at the Company's domicile and shall

shares shall be conducted in accordance with

be consistent with the original. According to

the Articles of Association of the Company

the Articles of Association of the Company,

and the relevant provisions of Hong Kong

registrations in or changes of the register of

law.

holders of H shares shall be conducted in

accordance with the Articles of Association

of the Company and the relevant provisions

of Hong Kong law.

APPENDIX I

PROPOSED AMENDMENTS TO THE EQUITY MANAGEMENT MEASURES

Before the Amendment

After the Amendment

(New Article)

Article 10 Shareholders of the Company,

who pledged their equities in the

Company, shall abide by the laws and

regulations and relevant provisions of the

CBIRC on the pledge of equity of

commercial banks, and shall not harm the

interests of other shareholders and the

Company.

Article 7 The relationship between

Article 12Article 7The relationship

shareholders of the Company and their

between shareholders of the Company and

controlling

shareholders,

de

facto

their controlling shareholders, de facto

controllers, related parties, persons acting in

controllers, related parties, persons acting in

concert and ultimate beneficiaries shall be

concert and ultimate beneficiaries shall be

clear and transparent.

clear and transparent.

The shareholding ratio of shareholders and

The shareholding ratio of shareholders and

their related parties and parties acting in

their related parties and parties acting in

concert shall be calculated on a consolidated

concert shall be calculated on a consolidated

basis.

basis.

Article 12 Where a shareholder and its

Article 13Article 12Where an investor a

related parties and parties acting in concert

shareholder

and its related parties and

intend to individually or collectively

parties acting in concert intend to

initially hold, or increase their holding to,

individually or collectively initially hold, or

more than 5% of the total capital or total

increase their holding to, more than 5% of

shares of the Company, they shall notify the

the total capital or total shares of the

Company in advance and report to CBIRC or

Company, they shall notify the Company in

its dispatched offices for approval after been

advance and report to CBIRC or its

considered and approved by the board of

dispatched offices for approval after been

directors of the Company. The specific

considered and approved by the board of

requirements and procedures for approval

directors of the Company. The specific

shall be implemented in accordance with the

requirements and procedures for approval

relevant provisions of CBIRC.

shall be implemented in accordance with the

relevant provisions of CBIRC.

APPENDIX I

PROPOSED AMENDMENTS TO THE EQUITY MANAGEMENT MEASURES

Before the Amendment

After the Amendment

Article 13 Where a shareholder and its

Article 14Article 13Where an investora

related parties and parties acting in concert

shareholderand its related parties and

individually or collectively hold more than

parties acting in concert individually or

1% and less than 5% of the total capital or

collectively hold more than 1% and less than

total shares of the Company, they shall

5% of the total capital or total shares of the

report to CBIRC or its dispatched offices

Company, they shall inform the Company

within ten working days after obtaining the

in advance, and after being considered

corresponding shares. The specific reporting

and approved by the Board of Directors of

requirements and procedures shall be

the Company, report to CBIRC or its

implemented in accordance with the relevant

dispatched offices within ten working days

provisions of CBIRC.

after obtaining the corresponding shares.

The specific reporting requirements and

procedures shall be implemented in

accordance with the relevant provisions of

CBIRC.

(New Article)

Article 15 Where a domestic share legal

person and its related parties and persons

acting in concert individually or

collectively hold less than 1% of the total

capital or total shares of the Company,

they shall inform the Company in advance

and complete the change in shareholdings

upon approval by the Risk Management

and Related Transactions Control

Committee of the Board of Directors of

the Company. The Company may also

submit it to the Board of Directors for

approval after being considered and

approved by the Risk Management and

Related Transactions Control Committee

of the Board of Directors according to the

actual circumstances.

APPENDIX I

PROPOSED AMENDMENTS TO THE EQUITY MANAGEMENT MEASURES

Before the Amendment

After the Amendment

Article 30 The board of directors of the

Article 32Article 30The board of directors

Company

assumes

the

ultimate

of the Company should be diligent and

responsibility for equity management. The

fulfil duties, andassumesthe ultimate

chairman of the board of the Company is the

responsibility for equity management. The

first responsible person for handling equity

chairman of the board of the Company is the

affairs of the Company. The secretary of the

first responsible person for handling equity

board of directors shall assist the chairman

affairs of the Company. The secretary of the

and is the directly responsible person for

board of directors shall assist the chairman

handling equity affairs.

and is the directly responsible person for

handling equity affairs.

The office of the board of directors is the

office that handles equity affairs of the

The office of the board of directors is the

Company.

office that handles equity affairs of the

Company.

Article 31 The Company shall strengthen

Article 33Article 31The Company shall

communication with its shareholders and

establish and improve the equity

investors and be responsible for applying for

information

management

system

and

administrative

licenses,

reporting

equity

management

system,

and

shareholder information and other relevant

effectively

conduct equity

information

matters, and submitting information, in

registration, management of related party

relation to equity affairs.

transactions,

information

disclosure

and

other works.

The

Company

shall

strengthen

communication with its shareholders and

investors and be responsible for applying for

administrative

licenses,

reporting

shareholder information and other relevant

matters, and submitting information, in

relation to equity affairs.

(New Article)

Article 39 The Company shall strengthen

the management of equity pledge and

release of pledge. Matters in relation to

the registration and recording of the

pledge of shares, and the management

procedures and operating procedures for

equity pledge and release of pledge shall

be executed in accordance with the

Administrative

Measures

for Equity

Pledge (Release of Pledge) of Harbin Bank

Co., Ltd.

APPENDIX I

PROPOSED AMENDMENTS TO THE EQUITY MANAGEMENT MEASURES

Before the Amendment

After the Amendment

Article 37 The shareholders of the Company

Article 40Article 37The Company and the

shall abide by the equity-related information

shareholders of the Company shall fully

disclosure

requirements stipulated by

disclose relevant information and accept

regulatory authorities and by the securities

social supervision in accordance with

regulatory body of the place where the

laws,

regulations

and

regulatory

Company's shares are listed.

requirements, as well as abide bythe

equity-related

information

disclosure

requirements

stipulated by

regulatory

authorities and bythe securities regulatory

body of the place where the Company's

shares are listed.

Article 43 Before accepting judicial

Article 46Article 43Before accepting

inquiries, the office of the board of directors

judicial inquiries, the office of the board of

shall examine the originals of the inquiry

directors of the Companyshall examine the

assistance notice issued by the people's

originals of the inquiry assistance notice

courts, the people's procuratorates or the

issued by the people's courts, the people's

public security organizations, and the work

procuratorates or the public security

permits or certificates for exercising official

organizations, and the work permits or

duties of the person conducting the inquiry.

certificates for exercising official duties of

Materials required by the judicial personnel

the person conducting the inquiry. Materials

conducting the inquiry may be transcribed,

required by the judicial personnel

copied and photographed, but the original

conducting the inquiry may be transcribed,

may not be borrowed out of the Company.

copied and photographed, but the original

may not be borrowed out of the Company.

Article 45 Equity may not be transferred

Article 48Article 45Equity may not be

during the equity freezing period. If a court

transferred during the equity freezing

enforces a transfer, the release procedures

period. If a court enforces a transfer, the

set out in Article 44 shall be first carried out.

release procedures set out in Article 44shall

When the court exercises equity rights and

be first carried out. When the court exercises

entrusts an asset appraisal agency to

equity rights and entrusts an asset appraisal

evaluate the value of the equity, the

agency to evaluate the value of the equity,

Company shall provide in accordance with

the Company shall provide in accordance

the law relevant information and materials to

with the law relevant information and

the asset appraisal agency appointed by the

materials to the asset appraisal agency

court, and shall have the right to raise

appointed by the court, and shall have the

objections to the appraisal report issued by

right to raise objections to the appraisal

the appraisal agency.

report issued by the appraisal agency.

APPENDIX II

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE

MEASURES FOR THE RELATED PARTY TRANSACTIONS

Before the Amendment

After the Amendment

Article 1 In order to regulate the related

Article 1 In order to regulate the related

party transactions of Harbin Bank Co., Ltd.

party transactions of Harbin Bank Co., Ltd.

(hereinafter referred to as the "Company",

(hereinafter referred to as the "Company",

the "Bank" or the "Head Office"), control

the "Bank" or the "Head Office"), control

the risks in related party transactions,

the risks in related party transactions,

facilitate the safe and steady operation of the

facilitate the safe and steady operation of the

Company, and protect the interests of

Company, and protect the interests of

depositors and the whole equity of all

depositors and the whole equity of all

shareholders, these Measures are formulated

shareholders, these Measures are formulated

in accordance with laws and regulations

in accordance with laws and regulations

such as the Company Law of the People's

such as the Company Law of the People's

Republic of China and the Commercial Bank

Republic of China and the Commercial Bank

Law of the People's Republic of China,

Law of the People's Republic of China,

regulatory rules such as the Administrative

regulatory rules such as the Administrative

Measures for the Related Party Transactions

Measures for the Related Party Transactions

between Commercial Banks and their

between Commercial Banks and their

Insiders or Shareholders, the Interim

Insiders or Shareholders,andthe Interim

Measures for the Equity Management of

Measures for the Equity Management of

Commercial Banks and the Rules Governing

Commercial Banks,andthe Rules

the Listing of Securities on the Hong Kong

Governing the Listing of Securities on the

Stock Exchange (hereinafter referred to as

Hong Kong Stock ExchangeThe Stock

the "Hong Kong Listing Rules"), as well as

Exchange of Hong Kong Limited

relevant requirements under the Articles of

(hereinafter referred to as the "Hong Kong

Association of Harbin Bank Co., Ltd.

Listing Rules"), as well as relevant

(hereinafter referred to as the "Articles of

requirements under the Articles of

Association").

Association of Harbin Bank Co., Ltd.

(hereinafter referred to as the "Articles of

Association").

APPENDIX II

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE

MEASURES FOR THE RELATED PARTY TRANSACTIONS

Before the Amendment

After the Amendment

Article 2 The related party transactions shall

Article 2 The related party transactions shall

be conducted in compliance with the

be conducted in compliance with the

following general principles:

following general principles:

(I) Adhering to the regulations by the China

(I) Adhering to the laws, administrative

Banking

and

Insurance

Regulatory

regulations,

Accounting

Standards

for

Commission (hereinafter,

the

"CBIRC"),

Enterprises No. 36 - Disclosure About

Hong Kong Listing Rules and other relevant

Related Party, and the regulatory

laws, regulations, departmental rules and

regulations by the China Banking and

regulatory

requirements

by

regulatory

Insurance

Regulatory

Commission

authorities;

(hereinafter, the "CBIRC"), Hong Kong

Listing Rules and other relevant laws,

(II) Complying with the principles of good

regulations,

departmental

rules

and

faith and equity;

regulatory

requirements

by regulatory

authorities;

(III) Following commercial principles or

normal commercial terms.

(II) Complying with the principles of good

faith and equity;

(III) Following commercial principles or

normal commercial terms, and conducted

on terms not more favorable than similar

non-relatedparty transactions.

Article 3 Given the differences between the

Article 3 Given the differences between the

provisions in the CBIRC regulations and

provisions in the CBIRC regulations and

Hong Kong Listing Rules regarding the

Hong Kong Listing Rules regarding the

related party and related party transaction, if

related party and related party transaction, if

any transaction constitutes a related party

any transaction constitutes a related party

transaction under CBIRC regulations and/or

transaction under CBIRC regulations and/or

the Hong Kong Listing Rules, then the

the Hong Kong Listing Rules, then the

CBIRC regulations and the Hong Kong

CBIRC regulations and the Hong Kong

Listing Rules shall govern, whichever is

Listing Rules shall govern, whichever is

more stringent. (For instance, the financial

more stringent.

(For instance, the financial

support provided by the Company as a

support provided by the Company as a

commercial bank to an affiliate of it on

commercial bank to an affiliate of it on

normal commercial terms during the daily

normal commercial terms during the daily

operations is an exempted related party

operations is an exempted related party

transaction in Hong Kong Listing Rules

transaction in Hong Kong Listing Rules

rather than the CBIRC regulations, in such

rather than the CBIRC regulations, in such

case, the more stringent rules shall govern.)

case, the more stringent rules shall govern.)

APPENDIX II

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE

MEASURES FOR THE RELATED PARTY TRANSACTIONS

Before the Amendment

After the Amendment

Article 5 These Measures shall apply to the

(Delete)

Head Office, all branches, two sub-branches

and all subsidiary banks and subsidiaries.

Article 7 The related parties of this

Article 6Article 7The related parties of this

Company are divided into the related party

Company are divided into the related party

determined by the CBIRC and the connected

determined by the CBIRC and the connected

party by the HK Stock Exchange

party by the HK Stock Exchange

(hereinafter, the "Hong Kong Stock

(hereinafter, the "Hong Kong Stock

Exchange").

Exchange").

(I) Related parties determined by the CBIRC

(I)…… The Company shall manage its

shall refer to those determined by the

controlling

shareholders,

actual

CBIRC pursuant to the Administrative

controllers, related parties, persons acting

Measures for the Related Party Transactions

in concert, and ultimate beneficiaries as

between Commercial Banks and their

its own related parties in accordance with

Insiders or Shareholders and the Interim

the principle of penetration.

Measures for the Administration of Equity

Management of Commercial Banks. Refer to

(II) Related parties determined by the Hong

Appendix I for specific definitions;

Kong Stock Exchange shall refer to those

connected persondetermined in accordance

(II) Related parties determined by the Hong

with the Hong Kong Listing Rules. Refer to

Kong Stock Exchange shall refer to those

Appendix II for specific definitions.

determined in accordance with the Hong

Kong Listing Rules. Refer to Appendix II for

specific definitions.

Article 11 Under the CBIRC Regulations,

Article 10Article 11Under the CBIRC

related party transactions of the Company

Regulations, related party transactions of the

shall refer to any of the following activities

Company shall refer to any of the following

involving the transfer of any resource or

activities involving the transfer of any

obligation between the Company and any of

resource or obligation between the Company

its related parties:

and any of its related parties:

(I) Grant of credit;

(I) Grant of credit;

(II) Security;

(II) Security;

(III) Asset transfer;

(IIIII) Asset transfer;

(IV) Provision of services;

(IIIIV) Provision of services;

(V) Other related party transactions as

(IVV) Other related party transactions as

determined by the CBIRC.

determined by the CBIRC.

APPENDIX II

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE

MEASURES FOR THE RELATED PARTY TRANSACTIONS

Before the Amendment

After the Amendment

Article 12 Grant of credit shall refer to a

Article 11Article 12Grant of credit shall

direct financial support by this Company to

refer to a direct financial support by this

any of its clients, or provision of any

Company to any of its clients, or provision

guarantee for the indemnification or

of any guarantee for the indemnification or

payment obligation that may be incurred

payment obligation that may be incurred

during the business operation, including any

during the business operation, including any

loan (including trade finance), loan

loan (including trade finance), loan

commitment, acceptances

and

discounting,

commitment, acceptances and

discounting,

investment in bonds, investment in special

investment in bonds, investment in special

purpose vehicles, securities

repurchase,

purpose vehicles, securities

repurchase,

trade finance, factoring, issuance of L/C,

trade finance, factoring, issuance of L/C,

letter of guarantee, overdraft, interbank

letter of guarantee, overdraft, interbank

lending, security, loan commitment, and

lending, security, loan commitment, and

other on and off-balance sheet businesses

other on and off-balancesheetbusinesses

the credit risks of which are essentially

the credit risks of which are essentially

borne by this Company or its wealth

borne by this Company or its wealth

management products.

management products.

The Company shall confirm the ultimate

debtor in accordance with the principle of

penetration.

APPENDIX II

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE

MEASURES FOR THE RELATED PARTY TRANSACTIONS

Before the Amendment

After the Amendment

a company the shares of which are held by

9.8. Acquiring or providing raw materials,

both the Company and the connected party,

intermediate products and finished goods;

other than in proportion to their

shareholdings; and

10. Payment, by the Company and a

connected party, of contribution to increased

12. Forming or entering into any

capital of a company the shares of which are

arrangement involving the formation of an

held by both the Company and the connected

equity or joint venture company with a

party;

connected party.

11. Provision, by the Company and a

(II) The Company enters into a transaction

connected party, of any financial support to

with a third party, and the connected person

a company the shares of which are held by

may obtain a benefit in the targeted company

both the Company and the connected party,

from relevant transactions, including:

other than in proportion to their

shareholdings;and

1. A transaction in which this Company

acquires from or sells to any third party any

12.9. Forming or entering into any

shares held by it in the targeted company,

arrangement involving the formation of an

and a substantial shareholder (which shall

equity or joint venture company with a

refer to any shareholders holding or

connected party.

controlling more than 10% or more of the

voting power thereof) of the targeted

(II) The Company enters into a transaction

company is, or is proposed to be, a controller

with a third party, and the connected person

of the Company, unless certain exemptions

may obtain a benefit in the targeted company

apply;

from relevant transactions,including:

Note: "Controller" shall refer to any

1. The Company provides financial

director, chief executive or controlling

assistance to a commonly held entity or

shareholder (which shall refer to a

receives financial assistance from a

shareholder holding or controlling 30% or

commonly held entity;

more of the voting power thereof) of this

Company or any of its subsidiary banks or

subsidiaries.

APPENDIX II

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE

MEASURES FOR THE RELATED PARTY TRANSACTIONS

Before the Amendment

After the Amendment

acquires any interest in the targeted

to a company whose shareholders include

company, and one of the shareholders of the

any connected person(s) of the Company,

targeted company is the controller of the

its subsidiaries or at the Company level

Company, and (1) such interest is a fixed

(who, individually or together, can

income, or (2) if such interest is an equity,

exercise or control the exercise of 10% or

the acquisition conditions thereof are less

more of the voting power at the

favorable than the acquisition conditions

Company's general meeting. This 10%

applicable to the controller or are of a class

excludes any indirect interest held by the

that is different from that held by the

person(s) through the Company.

controller;

1.2. A transaction in which this Company

3. A transaction in which the controller of

acquires from or sells toany third party any

the Company subscribes for any share in the

shares held by itin the targeted company,

targeted company, and the Company is a

and a substantial shareholder (which shall

shareholder of the targeted company, and the

refer to any shareholders holding or

class of shares subscribed for by the

controlling more than 10% or more of the

controller is different from that held by the

voting power thereof) of the targeted

Company or the controller subscribes for

company is, or is proposed to be, a controller

any share on special favorable terms.

of the Company or an associate of a

controller of the Company, unless certain

(III) Any transaction between the Company

exemptions apply;

and any of its connected subsidiaries. The

definition of "connected subsidiary" is set

Note: "Controller" shall refer to any

out in Appendix II.

director, chief executive or controlling

shareholder (which shall refer to a

shareholder holding or controlling 30% or

more of the voting power thereof) of this

Company

or any of its subsidiary banks or

subsidiaries.

2. A transaction in which the Company

acquires any interest in the targeted

company, and one of the shareholders of the

targeted company is the controller of the

Company, and (1) such interest is a fixed

income, or (2) if such interest is an equity,

the acquisition conditions thereof are less

favorable than the acquisition conditions

applicable to the controller or are of a class

that is different from that held by the

controller;

APPENDIX II

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE

MEASURES FOR THE RELATED PARTY TRANSACTIONS

Before the Amendment

After the Amendment

3. A transaction in which the controller of

the Company subscribes for any share in the

targeted company, and the Company is a

shareholder of the targeted company, and the

class of shares subscribed for by the

controller is different from that held by the

Company or the controller subscribes for

any share on special favorable terms.

APPENDIX II

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE

MEASURES FOR THE RELATED PARTY TRANSACTIONS

Before the Amendment

After the Amendment

Article 18

Article 16Article 18

……

……

permitted to be exempt from the compliance

permitted to be exempt from the compliance

with all provisions under the Hong Kong

with all provisions under the Hong Kong

Listing Rules regarding the reporting,

Listing Rules regarding the reporting,

announcement

and

independent

announcement

and

independent

shareholder's

approval.

Such

connected

shareholder's

approval.

Such

connected

transaction shall be conducted on normal

transaction shall be conducted on normal

commercial terms and in compliance with

commercial terms and in compliance with

the requirements for de minimis disclosure

the requirements for de minimis disclosure

exemption, which shall mean that all the

exemption, which shall mean that all the

applicable size test percentage ratios (other

applicable size test percentage ratios (other

than profit ratio) are: (1) less than 0.1% (or,

than profit ratio) are: (1) less than 0.1% (or,

1%, if the other party to the transaction is a

1%, if the other party to the transaction is a

subsidiary bank or a connected person at the

subsidiary bank ora connected person at the

subsidiary level of the Company); or (2) less

subsidiary level of the Company); or (2) less

than 5% and the total consideration is less

than 5% and the total consideration is less

than HKD1 million.

than HKD13million.

……

……

(III) A connected transaction required to be

(III) A connected transaction required to be

strictly disclosed shall refer to one that is

strictly disclosed shall refer to one that is

required to strictly comply with the

required to strictly comply with the

provisions under the Hong Kong Listing

provisions under the Hong Kong Listing

Rules

regarding

the

reporting,

Rules

regarding

the

reporting,

announcement

and

independent

announcement

and

independent

shareholder's approval. If any applicable

shareholder's approval.

If any applicable

size test result (a ratio, other than a profit

size test result (a ratio, other than a profit

ratio) is greater than 5%, then such

ratio) is greater than 5%, then such

connected transaction shall fall under this

connected transaction shall fall under this

category.

category.

APPENDIX II

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE

MEASURES FOR THE RELATED PARTY TRANSACTIONS

Before the Amendment

After the Amendment

Article 19 Under the Hong Kong Listing

Article 17Article 19Under the Hong Kong

Rules, if this Company conducts continuing

Listing Rules, if a series of connected

connected transactions with a same related

transactions were entered into or

party and/or any of its associates, or

completed within a 12-month period or

transactions with target categories related to

are otherwise related,if this Company

one another between the Company and

conducts continuing connected transactions

different connected persons have been

with a same related party and/or any of its

completed within a same 12-month period or

associates, or transactions with target

the transactions are related to one another,

categories related to one another between

then all such transactions shall be

the Company and different connected

aggregated and be treated as if they were one

persons have been completed within a same

transaction. The Company shall comply with

12-month period or the transactions are

the

relevant

connected

transaction

related to one another,then all such

requirements based on the classification of

transactions shall be aggregated and be

the connected transactions when aggregated.

treated as if they were one transaction. The

Company shall comply with the relevant

connected transaction requirements based on

the classification of the connected

transactions when aggregated. Factors that

the Company shall consider for

aggregation of a series of connected

transactions include whether:

(I) they are entered into by a same

connected party, or parties who are

connected with one another;

(II) involve the acquisition or disposal of

securities or interests in a certain

company or a group company;

(III) involve the acquisition or disposal of

parts of one asset; or

(IV) they together lead to substantial

involvement by the Company in a new

business activity.

APPENDIX II

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE

MEASURES FOR THE RELATED PARTY TRANSACTIONS

Before the Amendment

After the Amendment

Article 20

Article 18Article 20

……

……

(V) Buying or selling of consumer goods or

(V) Buying or selling of consumer goods or

services to or from connected parties in the

services to or from connected parties in the

ordinary course of business;

ordinary course of business on normal

commercial terms;

(VI) Sharing of administrative services with

connected parties at cost price;

(VI) Sharing of administrative services with

connected parties at cost price;

(VII) Connected transactions with connected

parties of non-significant subsidiary

(VII) Connected transactions with connected

banks/subsidiaries; the definition of non-

parties of non-significant subsidiary

significant subsidiary

banks/subsidiaries is

banks/subsidiaries; the definition of non-

detailed in Appendix 2;

significant subsidiary

banks/subsidiaries is

detailed in Appendix 2;

(VIII)

Connected

transactions

with

associates of passive investors as connected

(VIII)

Connected

transactions

with

parties; the definition of passive investors is

associates of passive investors as connected

detailed in Appendix II;

parties; the definition of passive investors is

detailed in Appendix II;

(IX) The Company provides financial

assistance to connected parties in the

(VIIIIX) The Company provides financial

ordinary banking business on normal

assistance to connected parties in the

commercial terms, including granting credit,

ordinary banking business on normal

lending money, or providing an indemnity

commercial terms, including granting credit,

against obligations under a loan, or

lending money, or providing an indemnity

guaranteeing or providing security for a

against obligations under a loan, or

loan.

guaranteeing or providing security for a

loan.

APPENDIX II

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE

MEASURES FOR THE RELATED PARTY TRANSACTIONS

Before the Amendment

After the Amendment

Article 22 According to different types of

Article 20Article 22According to different

related party transactions determined by

types of related party transactions

CBIRC regulations and Hong Kong Listing

determined by CBIRC regulations and Hong

Rules, the Company must carry out review

Kong Listing Rules, the Company must

and approval in accordance with the

carry out review and approval in accordance

following criteria:

with the following criteria:

(I)

Ordinary

related

party

(I)

Ordinary

related

party

transactions/Related party transactions fully

transactions/Related party transactions fully

exempt from disclosures:

exempt from disclosures:

……

……

(II)

Significant

related

party

3. Ordinary connected transactions may

transactions/Related party transactions

be disclosed on a consolidated basis.

partially exempt from disclosures:

(II)

Significant

related

party

……

transactions/Related party transactions

partially exempt from disclosures:

2. The independent directors shall express

their confirmation opinions on the fairness

……

and approval procedures of significant

related party transactions/the related party

2. The independent directors shall express

transactions

partially

exempt

from

their confirmationwrittenopinions on the

disclosures;

fairness and fulfilments of internal

approval procedures of significant related

3. Significant related party transactions

party

transactions/the

related

party

identified in accordance with the CBIRC

transactions

partially

exempt

from

regulations shall be reported to the Board of

disclosures;

Supervisors within 10 working days from

the date of approval, and shall be reported to

3. Significant related party transactions

the CBIRC;

identified in accordance with the CBIRC

regulationsshall be reported to the Board of

……

Supervisors within 10 working days from

the date of approval, and shall be reported to

(III) Related party transactions required to

the CBIRC;

be strictly disclosed:

……

……

APPENDIX II

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE

MEASURES FOR THE RELATED PARTY TRANSACTIONS

Before the Amendment

After the Amendment

3. A related party transaction that is required

5. Significant related party transactions

to be strictly disclosed in accordance with

shall be disclosed by series.

the Hong Kong Listing Rules is subject to

the provisions of the Hong Kong Listing

(III) Related party transactions required to

Rules on reporting, announcement and

be strictly disclosed:

independent shareholders' approval, and is

required to issue a circular to the

……

shareholders. The

Independent Board

Committee expresses its opinion on whether

3. A related party transaction that is required

the terms of the connected transactions or

to be strictly disclosed in accordance with

arrangements are fair and reasonable and

the Hong Kong Listing Rules is subject to

whether it is in the interests of the Company

the provisions of the Hong Kong Listing

and its shareholders as a whole, and after

Rules on reporting, announcement and

considering the opinions of the independent

independent shareholders' approval, and is

financial adviser, voice its opinion on how

required to issue a circular to the

the shareholders vote on the connected

shareholders. The Independent Board

transactions and publish it in the circular

Committee, after considering the opinion

sent to shareholders.

of the independent financial adviser,

expresses its opinion on whether the terms

of the connected transactions or

arrangements

are fair and reasonable,

whether they are conducted in the course

of the Company's ordinary business on

normal commercial termsand whether

they are in the interests of the Company and

its shareholders as a whole, as well as how

the shareholders vote on the connected

transactions,and after considering the

opinions of the independent financial

adviser, voice its opinion on how the

shareholders vote on the connected

transactionsand publish it in the circular

sent to shareholders.

APPENDIX II

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE

MEASURES FOR THE RELATED PARTY TRANSACTIONS

Before the Amendment

After the Amendment

Article 23 When the Company and its

Article 21Article 23When the Company and

connected

parties conduct

continuing

its connected parties conduct continuing

connected transactions under Article 21(I) of

connected transactions under Article 1921(I)

these Measures, they shall disclose and fulfil

of these Measures, they shall disclose and

the relevant approval procedures in

fulfil the relevant approval procedures in

accordance with the following provisions:

accordance with the following provisions:

(I) The Company establishes a unified

(I) The Company establishes a unified

trading framework agreement for continuing

trading framework agreement for continuing

connected

transactions,

and

reasonably

connected

transactions,

and reasonably

estimates the total amount of the Company's

estimates the total amount of the Company's

continuing connected transactions that will

continuing connected transactions that will

occur in the current year by categories, and

occur in the current year by categories, and

submits it to the Board or the general

submits it to the Board or the general

meeting for review and disclosure based on

meeting for review and disclosure

fulfils

the estimated results. The term of the

relevant approval proceduresbased on the

continuing connected transaction agreement

estimated results. The term of the continuing

signed between the Company and its

connected

transaction

agreement signed

connected person usually would not exceed

between the Company and its connected

three years, and the estimated terms of

person usuallywould not exceed three years,

annual cap for the same type of transactions

and the estimated terms of annual cap for the

is determined. The relevant approval

same type of transactions is determined. The

procedures and disclosure obligations shall

relevant approval procedures and disclosure

be re-executed every three years in

obligations shall be re-executed every three

accordance with the provisions of these

years in accordance with the provisions of

Measures. The Company shall disclose the

these Measures. The Company shall disclose

implementation of the continuing connected

the implementation of the continuing

transaction agreement in the annual report

connected transaction agreement in the

and the interim report and explain whether it

annual report and the interim report and

complies with the provisions of the

explain whether it complies with the

agreement.

provisions of the agreement.

APPENDIX II

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE

MEASURES FOR THE RELATED PARTY TRANSACTIONS

Before the Amendment

After the Amendment

(II) For a continuing connected transaction

(II) For a continuing connected transaction

agreement that has been approved and

agreement that has been approved and

implemented by the general meeting or the

implemented by the general meeting or the

Board, if there is a major change in the main

Board, if it is expected to exceed the

terms of the implementation process or the

annual cap under the agreement orthere is

renewal of the agreement, the Company

a major change in the main terms of the

shall submit the newly revised or renewed

implementation process or the renewal of the

continuing connected transaction agreement

agreement, the Company shall re-submit

to the Board of Directors or the general

the newly amended or renewed continuing

meetings for consideration and approval

connected transaction agreement to the

based on the agreement term according to

Board of the Directors or the general

the classification criteria of the CBIRC

meetings for consideration and approval,

regulations and the Hong Kong Listing

if necessary, in accordance with the

Rules.

requirements of CBIRC and the Hong

Kong Listing Rules. the Company shall

……

submit the newly revised or renewed

continuing connected transaction agreement

(IV) In accordance with the requirements of

to the Board of Directors or the general

the Hong Kong Listing Rules, the

meetings for consideration and approval

independent

directors/independent non-

based on the agreement term according to

executive directors shall review the

the classification criteria of the CBIRC

continuing connected transactions annually

regulations and the Hong Kong Listing

and confirm following issues in the annual

Rules.

report:

……

……

(IV) In accordance with the requirements of

the Hong Kong Listing Rules, the

independent directors/independent non-

executive directors shall review the

continuing connected transactions annually

and confirm following issues in the annual

report:

……

APPENDIX II

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE

MEASURES FOR THE RELATED PARTY TRANSACTIONS

Before the Amendment

After the Amendment

comparable transactions are not sufficient to

comparable transactions are not sufficient to

determine whether the terms of the

determine whether the terms of the

transactions are on normal commercial

transactions are on normal commercial

terms, then for the Company, the terms of

terms, then for the Company, the terms of

such transactions are no less favorable than

such transactions are no less favorable than

those available to independent third parties,

those available to independent third parties,

as the case may be;

as the case may be;

……

……

(V) In accordance with the requirements of

(V) In accordance with the requirements of

the Hong Kong Listing Rules, the auditors of

the Hong Kong Listing Rules, the auditors of

the Company are required to write to the

the Company are required to write to the

Board each year (and copy to the Hong Kong

Board each year (and copy to the Hong Kong

Stock Exchange at least 10 business days

Stock Exchange at least 10 business days

prior to the delivery for printing the annual

prior to the delivery for printing the annual

report of the Company) to confirm the

report of the Company) to confirm the

relevant continuing connected transactions

relevant

continuing connected transactions

that are:

that are:

……

……

4. Not exceeding the number of years

4. Not exceeding the number of years

disclosed in the announcement.

disclosed in the announcementannual cap.

(New Article)

Article 22 Related party transactions in

which

the

directors

and

senior

management of the Company have related

party relationship shall be reported to the

Board of Supervisors within 10 working

days upon approval.

APPENDIX II

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE

MEASURES FOR THE RELATED PARTY TRANSACTIONS

Before the Amendment

After the Amendment

Article 24 When the Board of Directors and

Article 23Article 24When the Board of

Risk Management and Related Party

Directors and Risk Management and Related

Transactions Control Committee of the

Party Transactions Control Committee of the

Company deliberates and votes on

Company deliberates andvotes or make

connected transactions, the directors with

decisionson connected transactions, the

associated relationship in the connected

personnel with connected relationship in

transactions shall avoid voting. The

the connected transactionsthe directors

withdrawal and

voting procedures

with associated relationship in the connected

implemented at the relevant board meeting

transactionsshall avoid voting. The

are as follows:

withdrawal and voting procedures

implemented at the relevantboard meeting

otherwise other directors have the right to

relationship in the connected transactions

request their withdrawal;

directors with associated relationshipshould

voluntarily declare their interests and apply

rights on behalf of other directors;

personnel with connected relationship in

the connected transactionsdirectors with

……

connected relationshipshall not participate

in the deliberation of connected transactions,

nor shall they exercise voting rights on

behalf of other directors;

……

Article 32 The Board of Supervisors shall

(Delete)

supervise and inspect the fairness and

performance of approval procedures of

related party transactions.

Article 33 The Company shall manage its

(Delete)

major shareholders and their related entities

as its own related parties according to the

penetration principle.

Article 34 The Company shall confirm the

(Delete)

final debtor according to the penetration

principle.

APPENDIX II

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE

MEASURES FOR THE RELATED PARTY TRANSACTIONS

Before the Amendment

After the Amendment

Chapter VI Reporting System of Connected

Chapter VVIReporting MechanismSystem

Parties

of Connected Parties

Article 35 The directors and senior

Article 26Article 35The directors,

managerial personnel of the Company shall,

supervisors

and

senior

managerial

within 10 working days from the date of

personnel of the Company shall, within 10

taking office, and the natural person shall

working days from the date of taking office,

report to the Risk Management and Related

and the natural person shall report to the

Party Transaction Control Committee of the

Risk Management and Related Party

Company their close relatives and their

Transaction Control Committee of the

related legal persons or other organizations

Company their close relatives and their

within 10 working days from the date when

related legal persons or other organizations

they become the major natural person

and its associateswithin 10 working days

shareholders of the Company. If any of the

from the date when they become the major

reported matters is changed, a report shall be

natural person shareholders of the Company.

made within 10 working days after it is

If any of the reported matters is changed, a

changed.

report shall be made within 10 working days

after it is changed.

The directors and senior managerial

personnel of the head office and branches

The

directors,

supervisors,

senior

and the subsidiary banks or subsidiaries of

managerial personnel and natural person

the company, and the personnel who have

shareholdersof the head office and

the right to decide or participate in credit

branches and the subsidiary banks or

extension and asset transfer shall report to

subsidiaries of the company, and the

their close relatives and their associated

personnel who have the right to decide or

legal persons or other organizations in

participate in credit extension and asset

accordance with this system.

transfer shall report to their close relatives

and their associated legal persons or other

organizations and its associatesin

accordance with this system.

APPENDIX II

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE

MEASURES FOR THE RELATED PARTY TRANSACTIONS

Before the Amendment

After the Amendment

Article 36 The legal persons or any other

Article 27Article 36The legal persons or

organizations shall, within 10 working days

any other organizations shall, within 10

from the day when it becomes the non-

working days from the day when it becomes

natural person shareholders of the Company,

the non-naturalperson shareholdersrelated

report the following information related to

legal personsof the Company, report the

their connected parties to the Risk

following information related to their

Management and Related Party Transaction

connected parties to the Risk Management

Control Committee of the Company:

and Related Party Transaction Control

Committee of the Board of Directorsof the

managerial personnel;

(1)

The

natural-person

controlling

shareholders,

directors and

important

(2) The controlling non-natural-person

(3) The legal persons or other organizations

shareholders;

directly, indirectly or jointly controlled by

them, and their directors and important

(3) The legal persons or other organizations

managerial personnel.

directly, indirectly or jointly controlled by

them, and their directors and important

If any of the reporting matters as listed in the

managerial personnel;

first paragraph of this Article is changed, it

shall be reported to the Risk Management

(4) Its associate (see Annex 2 for the

and Related Party Transaction Control

definition of associate).

Committee within 10 working days after it is

changed.

If any of the reporting matters as listed in the

first paragraph of this Article is changed, it

shall be reported to the Risk Management

and Related Party Transaction Control

Committee within 10 working days after it is

changed.

Chapter VII Information Management of

(Delete)

Connected Parties

Article 38 The Related Party Transaction

Article 29Article 38The Risk Management

Control Committee of the Board of Directors

andRelated Party Transaction Control

shall be responsible for confirming the

Committee of the Board of Directors shall be

connected parties of the bank and reporting

responsible for confirming the connected

to the board of directors and the board of

parties of the Companybankand reporting

supervisors. The Related Party Transaction

to the board of directors and the board of

Control Committee of the Board of Directors

supervisors. The Risk Management and

shall timely announce the connected parties

Related

Party

Transaction

Control

confirmed by it to all relevant departments,

Committee of the Board of Directors shall

branches, sub branches, subsidiary banks

timely announce the connected parties

and subsidiaries of the head office.

confirmed by it

to all relevant departments,

branches, sub branches, subsidiary banks

and subsidiaries of the head office.

APPENDIX II

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE

MEASURES FOR THE RELATED PARTY TRANSACTIONS

Before the Amendment

After the Amendment

Article 39 The relevant departments of the

Article 30Article 39The relevant

head office, branches, sub-branches, and

departments of the head office, branches,

subsidiary banks and subsidiary companies

sub-branches,and subsidiary banks and

find that natural persons, legal persons, or

subsidiary companies find that natural

other organizations meet the conditions of

persons,

legal

persons,

or

other

affiliated parties but have not been

organizations meet the conditions of

recognized as affiliated parties or have been

affiliated parties but have not been

found a natural person, legal person or other

recognized as affiliated parties or have been

organization confirmed as a related party no

found a natural person, legal person or other

longer meets the requirements for a related

organization confirmed as a related party no

party and shall promptly report to the

longer meets the requirements for a related

Related

Party

Transaction

Control

party and shall promptly report to the Risk

Committee of the Board of Directors.

Management andRelated Party Transaction

Control Committee of the Board of

Directors.

Chapter VIII Execution of Connected

Chapter VIVIII ExecutionSupervision and

Transactions

Administrationof Connected Transactions

Article 27 The board of directors of the

Article 32Article 27The board of directors

Company is responsible for the supervision

of the Company is responsible for the

and management of connected transactions,

supervision and management of connected

and its responsibilities include:

transactions, and its responsibilities include:

(I) To formulate the Company's related party

(I) To formulate the Company's related party

transaction policies and related regulations;

transaction policies and related regulations;

(II) To approve the related party transactions

(II) To approve the related party transactions

and continuing related party transactions

and continuing related party transactions

that are subject to review and approval by

that are subject to review and approval by

the Board as stipulated in Articles 22 and 23

the Board as stipulated in Articles 2022and

of these Measures, and submit (if applicable)

2123of these Measures, and submit (if

related party transactions approved by the

applicable)

related

party

transactions

general meeting;

approved by the general meeting;

(III) Information disclosure of related party

(III) Information disclosure of related party

transactions and other powers and

transactions and other powers and

responsibilities authorized by the general

responsibilities authorized by the general

meeting.

meeting.

APPENDIX II

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE

MEASURES FOR THE RELATED PARTY TRANSACTIONS

Before the Amendment

After the Amendment

Article 28 The Board shall have a Risk

Article 33Article 28The Board shall have a

Management

and

Related Transaction

Risk Management and Related Transaction

Control Committee with no less than three

Control Committee of the Board of

members and an independent director as the

Directors shall comprise ofwithno less

person in charge. The committee is primarily

than three members and an independent

responsible for, but not limited to:

director as the person in charge. The

committee is primarily responsible for, but

(I) Collect and organize the list and

not limited to:

information of related parties of the

Company;

(I) Collect and organize the list and

information of related parties of the

(II) Inspect and supervise the control of the

Company;

Company's related party transactions, and

the implementation of the Company's

(II) Inspect and supervise the control of the

related party transaction control system by

Company's related party transactions, and

the directors, senior management personnel

the implementation of the Company's

and related parties of the Company, and

related party transaction controlsystem by

report to the Board;

the directors, senior management personnel

and related parties of the Company, and

……

report to the Board;

……

Article 30 The senior management of the

Article 34Article 30The senior management

Company shall undertake the following

of the Company shall undertake the

responsibilities in the management of

following

responsibilities

in

the

connected transactions:

management of connected transactions:

……

……

(3) To order all departments, branches, sub

(3) To order all departments, branches, sub

branches, subsidiary banks and subsidiary

branches,

the operating management of

companies

to timely, accurately

and

the Companyand subsidiary banks and

completely

declare

transactions

and

subsidiary companies to timely, accurately

connected parties;

and completely declare transactions and

connected parties;

(4) Strictly abide by the related transaction

management control process;

(4) Strictly abide by the related transaction

management control process;

……

……

APPENDIX II

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE

MEASURES FOR THE RELATED PARTY TRANSACTIONS

Before the Amendment

After the Amendment

Article 31 All branches, sub branches and

Article 35 Article 31 All branches, sub

subsidiary banks shall pay attention to the

branchesAll functional departments and

identification of connected parties and

subsidiary banks and subsidiariesshall pay

connected transactions in their daily work,

attention to the identification of connected

and report to the Risk Management and

parties and connected transactions in their

Related

Party

Transaction

Control

daily work, and report to the Risk

Committee of the Board of Directors in case

Management and Related Party Transaction

of any failure to timely report or risk signs.

Control Committee of the Board of Directors

in case of any failure to timely report or risk

signs.

Article 41 The Company shall not violate the

Article 36Article 41The Company shall not

following principles after providing credit to

violate the following principles after

related parties:

providing credit to related parties:

……

……

(3) The Company's credit balance to

(3) The Company's credit balance to

substantial

shareholders

or controlling

substantial

shareholders or

controlling

shareholders, the actual controller, related

shareholders, the actual controller, related

party, persons acting in concert, ultimate

party, persons acting in concert, ultimate

beneficiary shall not exceed 10% of the

beneficiary shall not exceed 10% of the

company's net capital, and the total credit

company's net capital, and the total credit

balance to the group customers or individual

balance to the group customers orindividual

substantial

shareholders

and

their

substantial

shareholders

and

their

controlling shareholders, actual controllers,

controlling shareholders, actual controllers,

related parties, persons acting in concert and

related parties, persons acting in concert and

ultimate beneficiaries shall not exceed 15%

ultimate beneficiaries shall not exceed 15%

of the net capital of commercial banks, and

of the net capital of commercial banks, and

the credit balance of all related parties shall

the credit balance of all related parties shall

not exceed 50% of the Company's net

not exceed 50% of the Company's net

capital.

capital.

……

……

APPENDIX II

PROPOSED AMENDMENTS TO THE ADMINISTRATIVE

MEASURES FOR THE RELATED PARTY TRANSACTIONS

Before the Amendment

After the Amendment

Article 41 The Company shall not violate the

Article 37Article 41When calculating the

following principles after providing credit to

balance of transactions between related

connected parties:

party natural persons and the Company,

the transactions between their close

……