Chongqing Rural Commercial Bank : CIRCULAR OF 2020 AGM (1) PROPOSED ISSUANCE OF FINANCIAL BONDS (2) NOTICE OF 2020 AGM

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

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"Rules of Procedures for the Board" the rules of procedures for the Board of the Bank currently in

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LETTER FROM THE BOARD

CIRCULAR OF 2020 AGM

1. PROPOSED ISSUANCE OF FINANCIAL BONDS
2. 1. NOTICE OF 2020 AGM

1. INTRODUCTION

The purposes of this circular are to give you the notice of the 2020 AGM and to provide you with all

reasonable and necessary information to enable you to make informed decisions on whether to vote for or against or abstain from voting on those resolutions proposed at the 2020 AGM.

2. MATTERS TO BE RESOLVED AT THE 2020 AGM

At the 2020 AGM, ordinary resolutions set out in items (1) to (7) and special resolution set out in item (8) below will be considered and, if thought fit, be passed, and the reports set out in items (9) to (11) below will be heard:

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LETTER FROM THE BOARD

As Ordinary Resolutions:

1. the work report of the Board of the Bank for 2020;
2. the work report of the Board of Supervisors of the Bank for 2020;
3. the financial final proposal of the Bank for 2020;
4. the profit distribution plan of the Bank for 2020;
5. the financial budget proposal of the Bank for 2021;
6. the annual report of the Bank for 2020;
7. the appointment of the accounting firms of the Bank for 2021;

As A Special Resolution:

1. the proposed issuance of financial bonds.

Matters to be reported at the 2020 AGM:

1. the report of the independent non-executive Directors of the Bank for 2020;
2. the report of the "Sannong" financial services by the Bank for 2020;
3. the report of the related party transactions of the Bank for 2020.

3. DETAILS OF THE MATTERS TO BE RESOLVED AT THE 2020 AGM

1. The work report of the Board of the Bank for 2020
   Please refer to the report of the Board in the 2020 Annual Report.
2. The work report of the Board of Supervisors of the Bank for 2020
   Please refer to the report of the Board of Supervisors in the 2020 Annual Report.
3. The financial final proposal of the Bank for 2020
   Please refer to the audited consolidated financial statements in the 2020 Annual Report.

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LETTER FROM THE BOARD

1. The profit distribution plan of the Bank for 2020
   The recommendations for the profit distribution plan of the Bank for 2020 are as follows:
2. 1. On the basis of the audited profit after tax of the Bank for 2020 (being RMB7.863 billion), 10% of such profit (being RMB0.786 billion) be provided for the statutory reserve.
   2. On the basis of a margin of 1.5% of the remaining amount of risk assets, RMB1.702 billion be provided for the general risk reserve, pursuant to the relevant requirements of the Ministry of Finance of the PRC.
   3. A cash dividend of RMB0.222 per Share (tax inclusive), totaling RMB2.521 billion (tax inclusive) (being 30% of the net profit attributable to the Shareholders of the Bank for 2020), will be distributed to all the Shareholders. If the total share capital of the Bank changes before the record date for the implementation of equity distribution, the Bank plans to maintain the distribution amount per share unchanged and adjust the total distribution accordingly.
   4. The remaining profits after tax be retained as the undistributed profits.

The above resolution was considered and approved by the Board on 30 March 2021, and is now being submitted to the 2020 AGM for consideration as an ordinary resolution.

1. The financial budget proposal of the Bank for 2021

To cope with the requirements of the development strategies and the business expansion of the Bank, the Group set a budget of RMB0.95 billion for capital expenditure for 2021.

The above resolution was considered and approved by the Board on 30 March 2021, and is now being submitted to the 2020 AGM for consideration as an ordinary resolution.

1. The annual report of the Bank for 2020
   Please refer to the 2020 Annual Report.
2. The appointment of the accounting firms of the Bank for 2021

The Board recommends the re-appointment of PricewaterhouseCoopers Zhong Tian LLP (Special General Partnership) and PricewaterhouseCoopers as of the Bank for 2021 which will be responsible for providing services in relation to PRC and international accounting standards, respectively. Their services mainly include the annual audit, the interim review, quarterly agreed-upon procedures, internal control audit and assurance of occupation of the Bank's funds by its related parties. Such appointment will expire upon the date of the 2021 annual general meeting and the service fees will be RMB7.70 million.

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LETTER FROM THE BOARD

The above resolution was considered and approved by the Board on 30 March 2021, and is now being submitted to the 2020 AGM for consideration as an ordinary resolution.

1. Proposed issuance of financial bonds

In order to further optimize the Bank's balance sheet structure, diversify the stable loan sources for long-and-medium term and facilitate the steady development of various business, the Bank proposes to issue the financial bonds with a total scale of no more than RMB35 billion during the period of 2022 to 2024. Details of the plan are set out below:

1. Nature of Bonds to be issued

The repayment ranking of the principal and interest of financial bonds issued by commercial banks will be the same as the general liabilities of commercial banks, and will be senior to tier-2 capital instruments, other tier-1 capital instruments, core tier-1 capital instruments of commercial banks.

1. Total issuance size
   No more than RMB35.0 billion (including RMB35.0 billion) aggregately.
2. Maturity of bonds
   Each tranche of bonds will have a term of not exceeding 5 years in principle.
3. Coupon rate

The coupon rate of each tranche of bonds can adopt a fixed rate or a variable rate or a combination of the two.

1. Target subscribers
   Members of National Interbank Bond Market.
2. Method of issue

Each tranche of bonds can adopt the method of public offering or private placing. The specific method of issuance would be determined based on the Bank's actual demand and market conditions.

1. Use of proceeds

The proceeds will be used to optimize the long-and-medium term balance sheet structure, diversify the stable loan sources and fund the asset business for long-and-medium term, including granting loans to small and micro-businesses, agricultural sectors, green industry and other loans.

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LETTER FROM THE BOARD

1. Authorization

It is proposed at the AGM to authorize the Board to, and the Board will delegate senior management to consider and approve specific matters relating to the issue of financial bonds, including but not limited to types of issuance, issuance size, maturity of bonds, interest rates, arrangement for payment of the bond principal and interest, redemption and signing of all necessary legal documents.

1. Validity Period of the resolution

Upon the approval by the general meeting of the Bank, the authorization will be valid from 1 January 2022 to 31 December 2024.

The above resolution was approved by the Board on 30 March 2021, and is now being submitted to the 2020 AGM for consideration as a special resolution.

4. THE 2020 AGM

The notice convening the 2020 AGM, to be held at the Conference Room 404 at 4th Floor of the Bank (at No. 36 Jinshamen Road, Jiangbei District, Chongqing, the PRC) on Friday, 28 May 2021 at 10:00 a.m. is set out on pages 10 to 15 of this circular.

The proxy form for use at the 2020 AGM was dispatched by the Bank on 14 April 2021 and such proxy form has also been published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Bank (www.cqrcb.com). Whether or not you intend to be present at the 2020 AGM, you are requested to complete and return the proxy form dispatched by the Bank on 14 April 2021 in accordance with the instructions stated thereon not later than 24 hours before the time appointed for holding the 2020 AGM or any adjourned meeting thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting at the 2020 AGM in person if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.

In accordance with the relevant requirements of the Rules of Procedures for the Board, when a Shareholder fails to repay their credit facilities with the Bank on time, or when the number of Shares pledged by a Shareholder reaches or exceeds 50% of the total Shares of the Bank held by such Shareholder, the Directors nominated by such Shareholder shall not exercise the voting rights regarding matters to be considered by the Board, and shall abstain from voting when the Board considers and approves matters relating to the filing of application for pledge over Shares. Since the number of Shares pledged by Beijing Jiuding Real Estate Co., Ltd. reached or exceeded 50% of the total Shares of the Bank, therefore, its nominated Director Mr. Wen Honghai has been restricted from voting on all the above resolutions at the Board meetings. Save as disclosed above, none of the other Directors is required to be restricted from voting on the resolutions considered at the Board meetings.

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LETTER FROM THE BOARD

In accordance with the relevant requirements of the Articles of Association and the Rules of Procedures for the General Meeting, when a Shareholder fails to repay their credit facilities with the Bank on time, or when the number of Shares pledged by a Shareholder reaches or exceeds 50% of the total Shares of the Bank held by such Shareholder, the voting rights of such Shareholder regarding matters to be considered at the general meeting shall be restricted.

After the Directors have made all reasonable enquirers, to the best of their knowledge, information and belief, as at the Latest Practicable Date, there has been no any Shareholders having material interests in the resolutions proposed at the 2020 AGM, and no any Shareholders is required to abstain from voting on any of the resolutions proposed at the 2020 AGM.

5. VOTING PROCEDURES OF THE 2020 AGM

Pursuant to the requirements under the Listing Rules, all votes of resolutions at the 2020 AGM will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the voting results will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Bank (www.cqrcb.com) in accordance with the requirements under the Listing Rules.

For determining the entitlement of Shareholders to attend and vote at the 2020 AGM, the register of members of the Bank will be closed from Wednesday, 28 April 2021 to Friday, 28 May 2021 (both days inclusive), during which period no transfer of shares will be registered. The non-registered H Shareholders must lodge all transfer documents accompanied by the relevant share certificates with the H Share Registrar of the Bank, Computershare Hong Kong Investor Services Limited (at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong), not later than 4:30 p.m. on Tuesday, 27 April 2021.

6. RECOMMENDATION

The Board (including independent non-executive Directors) believe that all the resolutions to be proposed at the 2020 AGM for Shareholders' consideration and approval are in the best interests of the Bank and the Shareholders as a whole. The Directors therefore recommend that all Shareholders should vote in favour of all the resolutions to be proposed at the 2020 AGM as set out in the notice of the 2020 AGM.

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LETTER FROM THE BOARD

7. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Bank. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts, the omission of which would make any statement herein misleading.

Yours faithfully,

For and on behalf of the Board

Chongqing Rural Commercial Bank Co., Ltd.*

重慶農村商業銀行股份有限公司*

Liu Jianzhong

Chairman and Executive Director

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NOTICE OF THE 2020 ANNUAL GENERAL MEETING

NOTICE OF THE 2020 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 annual general meeting of Chongqing Rural Commercial Bank Co., Ltd. 重慶農村商業銀行股份有限公司* (the "Bank") (the "2020 AGM") will be held at the Conference Room 404 at 4th Floor of the Bank (at No. 36 Jinshamen Road, Jiangbei District, Chongqing, the People's Republic of China (the "PRC")) on Friday, 28 May 2021 at 10:00 a.m. Details of the 2020 AGM are as follows:

1. GENERAL INFORMATION OF THE 2020 AGM

1. Convenor
   The board of directors of the Bank (the "Board")

1. Date and Time
   Friday, 28 May 2021 at 10:00 a.m. The meeting is expected to last for half day

(III) Venue

Conference Room 404 at 4th Floor of the Bank (at No. 36 Jinshamen Road, Jiangbei District, Chongqing, the PRC)

(IV) Way of Conducting the 2020 AGM

On site conference and voting

1. AGENDA OF THE 2020 AGM
2. 1. The resolutions to be considered at the 2020 AGM
   2. 1. 
         Ordinary Resolutions
      2. To consider and approve the work report of the Board of the Bank for 2020;
      3. To consider and approve the work report of the Board of Supervisors of the Bank for 2020;

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NOTICE OF THE 2020 ANNUAL GENERAL MEETING

1. 1. To consider and approve the resolution in relation to the financial final proposal of the Bank for 2020;
   2. To consider and approve the resolution in relation to the profit distribution plan of the Bank for 2020;
   3. To consider and approve the resolution in relation to the financial budget proposal of the Bank for 2021;
   4. To consider and approve the resolution in relation to the annual report of the Bank for 2020;
   5. To consider and approve the appointment of the accounting firms of the Bank for 2021.
      Special Resolution
   6. To consider and approve the resolution in relation to the proposed issuance of financial bonds.
2. Matters to be reported at the 2020 AGM
3. 1. To listen to the report of the independent non-executive directors of the Bank for 2020;
   2. To listen to the report of the "Sannong" financial services by the Bank in 2020;
   3. To listen to the report of the related party transactions of the Bank for 2020.

For and on behalf of the Board

重慶農村商業銀行股份有限公司*

Chongqing Rural Commercial Bank Co., Ltd.*

Chairman and Executive Director

Liu Jianzhong

Chongqing, the PRC, 14 April 2021

Notes:

1. Pursuant to the Listing Rules, all votes of resolutions at the 2020 AGM will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted by show of hands. An announcement on the voting results will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Bank (www.cqrcb.com) in accordance with the Listing Rules.
2. In order to determine the entitlement of Shareholders to attend and vote at the 2020 AGM, the register of members of the Bank will be closed from Wednesday, 28 April 2021 to Friday, 28 May 2021 (both days inclusive). Non-registered holders of H shares must lodge their transfer documents accompanied by the relevant share certificates with the H Share Registrar of the Bank, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Tuesday, 27 April 2021. Pursuant to the requirements of the Articles of Association and the Rules of Procedures for the General Meeting of the Bank

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NOTICE OF THE 2020 ANNUAL GENERAL MEETING

currently in effect, when the number of shares pledged by such a shareholder reaches or exceeds 50% of the total shares of the Bank held by such shareholder, the voting rights of such shareholder regarding matters to be considered at the 2020 AGM shall be restricted.

3. The Board recommends a distribution of cash dividend of RMB2,521 million (tax inclusive) in total for 2020 to all the Shareholders at RMB0.222 per share (tax inclusive). Such dividend distribution plan will be submitted to the 2020 AGM for consideration. Provided such proposal is approved at the 2020 AGM, the dividend will be distributed to holders of H Shares whose names appear on the register of members of H Shares of the Bank on Tuesday, 8 June 2021. Such proposed dividends will be denominated in RMB. Dividend payable to holders of A Shares shall be paid in RMB, whereas dividend payable to holders of H Shares shall be paid in HKD. The applicable exchange rate for dividends payable in HKD shall be the average of the central parity rates of RMB to HKD of the five business days preceding the date of declaration of such dividend at the 2020 AGM of the Bank (28 May 2021, including the date thereof) as announced by the People's Bank of China.

1. Holders of H Shares
   The register of members in respect of the H Shares of the Bank will be closed from Thursday, 3 June 2021 to Tuesday, 8 June 2021 (both days inclusive). In order to determine the entitlement of the proposed cash dividend, holders of H Shares of the Bank shall deliver their transfer documents accompanied by the relevant share certificates with the H Share Registrar of the Bank, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, prior to 4:30 p.m. on Wednesday, 2 June 2021.
   Matters in relation to the proposed final dividend and income tax withheld in respect of dividends to be received by overseas non-resident individual/enterprise Shareholders:
   Non-resident Enterprise Shareholders
   Pursuant to the Enterprise Income Tax Law of the People's Republic of China and related implementation rules, relevant requirements of the "Notice of the State Administration of Taxation on the Issues concerning Withholding the Enterprise Income Tax on the Dividends Paid by Chinese Resident Enterprises to H-share Holders Which Are Overseas Non-resident Enterprises" (Guo Shui Han [2008] No. 897), the "Notice of State Administration of Taxation on the List of Agreed Dividend Tax Rates" (Guo Shui Han [2008] No. 112) and relevant regulations, the Bank withholds the enterprise income tax at the rate of 10% for non-resident enterprise shareholders whose name appear on the register of members in respect of H shares of the Bank on Tuesday, 8 June 2021.
   Non-resident Individual Shareholders
   According to Guo Shui Han [2011] No. 348 documents issued by the State Administration of Taxation, PRC, the Bank is required to withhold individual income tax for non-resident individual holders of H Shares, who are entitled to relevant preferential tax arrangement pursuant to the taxation agreements between the countries where they are residing with China and the regulation on taxation arrangement between the Mainland and Hong Kong (Macau).
   1. As for non-resident individual holders of H shares in countries which have entered into an agreement with China in respect of a tax rate lower than 10%, the Bank temporarily withholds individual income tax at the rate of 10%. If the relevant non-resident individual H Share Holders wish to reclaim the extra amount withheld, the Bank can, on behalf of the relevant shareholders, apply for the relevant agreed treatment provided that the relevant shareholders shall submit relevant information of preferential tax treatment within the time limit. The extra amount withheld will be refunded after the approval by the competent tax authorities.

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NOTICE OF THE 2020 ANNUAL GENERAL MEETING

1. As for non-resident individual holders of H shares in countries and regions which have entered into an agreement with China in respect of a 10% tax rate, the Bank withholds individual income tax at the rate of 10%.
2. As for non-resident individual holders of H shares in countries which have entered into an agreement with China in respect of a tax rate between 10% and 20%, the Bank withholds individual income tax at the actual rate agreed thereunder.
3. As for non-resident individual holders of H shares in countries which have no tax agreement with China or are under any other circumstances, the Bank withholds individual income tax at the tax rate of 20%.

The Bank will, based on the registered address of individual holders of H Shares recorded in the register of members in respect of H Shares of the Bank on Tuesday, 8 June 2021, determine their residency. Where the residency of any individual holders of H Shares is inconsistent with the registered address, they shall notify, and submit the relevant proof to, the H Share Registrar of the Bank, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, before 4:30 p.m. on Wednesday, 2 June 2021. The Bank disclaims any responsibility arising from any claims due to holders of H Shares of the Bank whose residency are not confirmed timely or accurately or any disputes with regards to the tax withholding systems.

1. Investors of Southbound Trading

Individual shareholders in the Mainland of Southbound Trading

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NOTICE OF THE 2020 ANNUAL GENERAL MEETING

the Bank through Shenzhen-Hong Kong Stock Connect (these H shares are registered in the name of Hong Kong Securities Clearing Company Limited and is held by China Securities Depository and Clearing Co., Ltd. as the nominal holder) the Bank will not withhold corporate income tax, and the tax payable shall be submitted and paid by the shareholders of the mainland enterprises themselves. Among them, dividends obtained by shareholders of mainland enterprises who hold H shares of the Bank for 12 consecutive months are exempt from corporate income tax.

It is proposed that the Shareholders of the Bank's H Shares consult with their tax advisors on the tax implications of the ownership and disposal of H Shares of the Company in China, Hong Kong and other countries (regions).

The time arrangement of the Hong Kong Stock Exchange investor equity registration day, the cash dividend distribution day and the date of suspension of the transfer of Shares are equal to those of the Bank's H Shares holders.

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NOTICE OF THE 2020 ANNUAL GENERAL MEETING

Details of final dividends payable to holders of A Shares and relevant matters will be announced when appropriate.

1. A Shareholder entitled to attend and vote at the 2020 AGM is entitled to appoint one or more proxies (if he/she holds more than one share) to attend and vote in his/her stead. A proxy need not be a Shareholder. If more than one proxy is so appointed, the appointment shall specify the class and number of shares in respect of which each such proxy is so appointed.
2. Shareholders shall appoint their proxies in writing. The proxy form must be signed by the Shareholder or its attorney duly authorised in writing. If the Shareholder is a legal person, the proxy form shall be affixed with the legal person's common seal or signed by its director, or its attorney duly authorised in writing. If the proxy form is signed by the attorney of the Shareholder, the power of attorney or other authorisation documents shall be notarised. For holders of H Shares, the aforementioned documents must be lodged with the H Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for holding the 2020 AGM. Completion and return of the proxy form shall not preclude you from attending and voting in person at the 2020 AGM and any adjourned meeting thereof and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
3. The contact of the Secretariat of the Board is as follows:

1. Shareholders or their proxies shall produce their identity proof when attending the 2020 AGM.
2. The 2020 AGM is expected to last for half day. Shareholders who attend the 2020 AGM (in person or by proxy) shall bear their own expenses.

As at the date of this notice, the executive directors of the Bank are Mr. Liu Jianzhong, Mr. Xie Wenhui and Mr. Zhang Peizong; the non-executive directors of the Bank are Mr. Zhang Peng, Mr. Yin Xianglin, Ms. Gu Xiaoxu and Mr. Wen Honghai; and the independent non-executive directors of the Bank are Mr. Song Qinghua, Mr. Zhang Qiaoyun, Mr. Lee Ming Hau, Mr. Li Jiaming and Ms. Bi Qian.

• The Bank holds a financial licence number B0335H250000001 approved by the regulatory authority of the banking industry of the PRC and was authorised by the Administration for Market Regulation of Chongqing to obtain a corporate legal person business licence with a unified social credit code 91500000676129728J. The Bank is not an authorised institution in accordance with the Hong Kong Banking Ordinance (Chapter 155 of the Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorised to carry on banking/deposit- taking business in Hong Kong.

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