Jiangxi Bank : ENGAGEMENT OF CONVERTIBLE NEGOTIATED DEPOSIT BUSINESS TO REPLENISH ADDITIONAL TIER-ONE CAPITAL AND ISSUANCE OF SHARES UNDER A SPECIAL MANDATE

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this supplemental circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Jiangxi Bank Co., Ltd.*, you should at once hand this supplemental circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this supplemental circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this supplemental circular.

JIANGXI BANK CO., LTD.*

江西銀行 股份有限公 司*

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1916)

ENGAGEMENT OF CONVERTIBLE NEGOTIATED

DEPOSIT BUSINESS TO REPLENISH

ADDITIONAL TIER-ONE CAPITAL AND ISSUANCE OF

SHARES UNDER A SPECIAL MANDATE

This supplemental circular should be read together with the circular of the 2020 AGM and the 2021 First Class Meeting of H Shareholders of the Bank dated April 30 2021 and the notice of the 2020 AGM and the notice of the 2021 First Class Meeting of H Shareholders of the Bank dated April 21 2021. The Letter from the Board is set out on pages 4 to 24 of this supplemental circular.

The Bank will respectively convene the AGM, the Class Meeting of Domestic Shareholders and the Class Meeting of H Shareholders sequentially at Meeting Room, 3/F, Jiangxi Bank Tower, No. 699 Financial Street, Honggutan New District, Nanchang, Jiangxi Province, the PRC at 9:30 a.m. on May 21, 2021 (Friday). The notice of the AGM and the notice of the Class Meeting of H Shareholders has been published on the "HKEXnews" website of the Hong Kong Stock Exchange (www.hkexnews.hk).

Whether or not you are attending and/or voting at the AGM and/or the Shareholders' Class Meetings, you are requested to complete the forms of proxy published by the Bank on the "HKEXnews" website of the Hong Kong Stock Exchange (www.hkexnews.hk) in accordance with the instructions printed thereon, and return it to the H Share Registrar (for H Shareholders) or to the office of the Board of the Bank (for Domestic Shareholders) in any event not less than 24 hours before the scheduled time for holding the AGM and/or the Shareholders' Class Meetings (i.e. by 9:30 a.m. on May 20, 2021 (Thursday)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending in person or voting at the AGM and/or the Shareholders' Class Meetings or any adjournment thereof should you so wish.

This supplemental circular is prepared in both Chinese and English. In case of any discrepancies between the Chinese and English versions, the Chinese version shall prevail.

• Jiangxi Bank Co., Ltd. is not an authorized institution within the meaning of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorized to carry on banking/deposit-taking business in Hong Kong.

May 6, 2021

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DEFINITIONS

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

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DEFINITIONS

"%"percent

• Jiangxi Bank Co., Ltd. is not an authorized institution within the meaning of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorized to carry on banking/deposit-taking business in Hong Kong.

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LETTER FROM THE BOARD

JIANGXI BANK CO., LTD.* 江西銀行 股份有限公 司*

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1916)

ENGAGEMENT OF CONVERTIBLE NEGOTIATED

DEPOSIT BUSINESS TO REPLENISH

ADDITIONAL TIER-ONE CAPITAL AND ISSUANCE OF

SHARES UNDER A SPECIAL MANDATE

1. INTRODUCTION

This supplemental circular should be read together with the circular of the 2020 AGM and the 2021 First Class Meeting of H Shareholders of the Bank dated April 30 2021 and the notice of the 2020 AGM and the notice of the 2021 First Class Meeting of H Shareholders of the Bank dated April 21 2021.

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LETTER FROM THE BOARD

The purpose of this supplementary circular is to provide you with relevant information about the engagement of convertible negotiated deposit business to replenish additional tier-one capital and issuance of shares under a special mandate by the Bank to enable you to make an informed decision on whether to vote for or against the proposed resolution at the AGM and the Shareholders' Class Meeting.

1. MATTERS TO BE HANDLED AT THE AGM AND THE SHAREHOLDERS' CLASS MEETINGS

10. Engagement of Convertible Negotiated Deposit Business to Replenish Additional Tier-one Capital and Issuance of Shares under a Special Mandate

In order to actively implement the government's special debt policy of RMB200 billion, enhance the Bank's capital strength and risk resistance level, the Bank intends to carry out the convertible negotiated deposit business to replenish other tier-one capital. The relevant plan is hereby formulated. The main contents are as follows:

1. Background

At the executive meeting of the State Council presided by Premier Li Keqiang on July 1, 2020, a quota for new local government special bonds in 2020 was determined to be arranged for local governments to explore new reasonable ways to properly replenish the capital of small and medium-sized banks by subscribing convertible bonds in accordance with the laws and regulations to enhance their ability to serve small and micro businesses and support and guarantee employment.

According to the aforesaid policies and arrangements, the MOF has allocated RMB200 billion in the 2020 new local government special debt limit for local governments to subscribe for qualified capital instruments or to periodically replenish capital to small and medium-sized banks by means of capital injection. According to the unified deployment of the Jiangxi Provincial Department of Finance, the Bank intends to carry out a convertible negotiated deposit business of not more than RMB3.9 billion to coordinate with local government special bond funds, so as to replenish other tier-one capital in full.

1. Meaning and Necessity of Convertible Negotiated Deposit
2. 1. Meaning of convertible negotiated deposit

Convertible negotiated deposit is an innovative capital tool to replenish the capital of small and medium-sized banks. It is to inject local government bond funds that can be used to replenish the capital of small and medium-sized banks into target banks in the form of deposits to replenish the target banks' capital. At the same time, the subscriber of the convertible negotiated deposit enters into an agreement with

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LETTER FROM THE BOARD

the target banks to convert the deposit into ordinary Shares upon meeting the conditions for the conversion, or to repay the principal and interest by the target banks upon the maturity of the convertible negotiated deposit or when it becomes redeemable.

(II) Necessity of convertible negotiated deposit

With the deepening of interest rate liberalization, small and medium-sized banks are facing intensifying competition. After the COVID-19 epidemic in 2020, in particular, the external environment faced by small and medium-sized banks became more complicated. Therefore, it is an effective way to further improve financial service capacity by issuing the convertible negotiated deposit with special debt funds, replenishing other tier-one capital of the Bank and stabilizing long-term and core liabilities.

1. Basic elements for convertible negotiated deposit

Targets of issuance: Jiangxi Provincial Department of Finance or its designated authorities.

Quota: not more than RMB3.9 billion.

Interest rate: Before the conversion, the interest rate of the convertible negotiated deposit shall match with the corresponding local government special bond issuance interest rate. According to the recent bond issuance interest rate by the local government of Jiangxi Province, the interest rate of the special bond is expected to range from 2.5% to 4.5%. If the interest rate of the special bond then exceeds such range, the Bank will submit to the shareholders' general meeting for approval separately.

Repayment of principal and interest: The maturity of the deposit shall be set in accordance with the maturity requirements of the convertible negotiated deposit in batches. Among them, RMB0.8 billion is for the six-year maturity, RMB0.8 billion for the seven-year maturity, RMB0.8 billion for the eight-year maturity, RMB0.8 billion for the nine-year maturity and RMB0.7 billion for the ten-year maturity. The interest is paid semiannually on the convertible negotiated deposit, and the interest rate shall match with the corresponding local government special bond issuance interest rate.

Purpose: to replenish other tier-one capital of the Bank1.

1 In accordance with the Administrative Measures for the Capital of Commercial Banks (for Trial) (《商業銀行 資本管理辦法(試行)》) issued by the China Banking Regulatory Commission (now renamed as the China Banking and Insurance Regulatory Commission), the total capital of commercial banks includes core tier-one capital, other tier-one capital and tier-two capital. Other tier-one capital includes: other tier-one capital instruments and its premium as well as applicable portions of minority shareholders' capital that may be included.

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LETTER FROM THE BOARD

resolution (the "Initial Conversion Price"), i.e. 3.29 Hong Kong dollars, equivalent to RMB2.78, and the net assets per Share attributable to the owners of the parent company based on the consolidated statement after asset and capital verification at the time of conversion of the convertible negotiated deposit. The Bank's net assets per Share attributable to the owners of the parent company based on the consolidated statement as of December 31, 2020 was RMB5.85, for reference only.

The basis for determining the Initial Conversion Price of the convertible negotiated deposit is based on the Measures for the Administration on Securities Issuance of Listed Companies of the China Securities Regulatory Commission and other relevant laws and regulations, as well as the conversion clauses of domestic and overseas preference shares issued by domestic banks (for replenishing other tier-one capital) with reference to the average trading price in the 20 trading days prior to the pricing base date.

The Initial Conversion Price of the convertible negotiated deposit is RMB2.78:

• It is equal to the average trading price of the Bank's H shares in the 5 trading days prior to the date of the resolution of the Board (i.e. March 26, 2021);

• It is equal to the average trading price of the Bank's H shares in the 10 trading days prior to the date of the resolution of the Board (i.e. March 26, 2021);

• It represents a discount of approximately 0.36% to the average trading price of the Bank's H shares in the 30 trading days prior to the date of the resolution of the Board (i.e. March 26, 2021);

• It represents a discount of approximately 2.16% to the average trading price of the Bank's H shares in the 90 trading days prior to the date of the resolution of the Board (i.e. March 26, 2021);

• It represents a discount of approximately 0.72% to the average trading price of the Bank's H shares on the date of the resolution of the Board (i.e. March 26, 2021);

• It represents a premium of approximately 0.72% over the average trading price of the Bank's shares as at the Latest Practicable Date (i.e. April 30, 2021);

• It represents a discount of approximately 2.88% over the average trading price of the Bank's H shares as at the Latest Practicable Date (i.e. April 30, 2021).

The Board of Directors of the Bank believes that the Initial Conversion Price is based on the market price of the Bank's H shares and is fair and reasonable.

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LETTER FROM THE BOARD

Therefore, under the above conditions, as calculated by the estimated lower conversion price of RMB2.78, the conversion for the convertible negotiated deposit may have one of the following circumstances:

1. If the conversion conditions are triggered within 6 years (inclusive) after the issuance date of special bonds, the amount of conversion deposits involved will be RMB3.9 billion

Assuming in compliance with the Minimum Public Float requirement, under the circumstance of the converted H Shares (i.e., conversion into 152,126,221 H Shares in total of the Bank) being held only by Jiangxi Provincial Department of Finance or its close associates to the maximum extent, rather than being held by independent third parties in full or in part, the equity structures of the Bank immediately after the conversion set out as follows:

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LETTER FROM THE BOARD

Notes:

1. Jiangxi Provincial Expressway Investment Group Co., Ltd. is a state-owned corporate shareholder. Regarding Jiangxi Provincial Expressway Investment Group Co., Ltd., its controlling shareholder and de facto controller are both Department of Transportation of Jiangxi Province.
2. Jiangxi Financial Holding Group Co., Ltd. is a state-owned corporate shareholder. The controlling shareholder of Jiangxi Financial Holding Group Co., Ltd. is Asset Management Center of Administrative Institutions in Jiangxi Province, which is wholly owned by Jiangxi Provincial Department of Finance. As at the Latest Practicable Date, Jiangxi Financial Holding Group Co., Ltd. holds 347,546,956 Domestic Shares of the Bank, Jiangxi Provincial Department of Finance holds 45,000,000 Domestic Shares of the Bank, Jiangxi Fiscal Investment Management Co., Ltd. (a close associate of Jiangxi Provincial Department of Finance) holds 12,969,590 Domestic Shares of the Bank, and Jiangxi Province Administrative Assets Group Company Limited (江西 省行政事業資產集團有限公司) (a close associate of Jiangxi Provincial Department of Finance) holds 53,821,142 Domestic Shares of the Bank.
3. China National Tobacco Corporation Jiangxi Branch holds 263,000,000 Shares of the Bank jointly with its wholly-owned subsidiary Jiangxi Jinfeng Investment Management Co., Ltd.. It is a state-owned corporate shareholder. Regarding China National Tobacco Corporation Jiangxi Branch, its controlling shareholder and de facto controller both are China National Tobacco Corporation.
4. Pingxiang Huixiang Construction Development Co., Ltd. is a state-owned corporate shareholder. Regarding Pingxiang Huixiang Construction Development Co., Ltd., its controlling shareholder is Pingxiang Huifeng Investment Co., Ltd., its de facto controller is Administration Commission of Pingxiang Economic & Technological Development Zone.
5. As at the Latest Practicable Date, the total share capital of the Bank is 6,024,276,901 shares, including 4,678,776,901 Domestic Shares and 1,345,500,000 H Shares. To the best knowledge of the Bank and the Directors after reasonable inquiries, all the H Share issued by the Bank are held by the public.
6. If there is any discrepancy between the arithmetic results and the calculation results of figures listed, it is due to rounding.

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LETTER FROM THE BOARD

Assuming in compliance with the Minimum Public Float requirement, the amount of deposits are fully converted into Shares (i.e., a total of 1,402,877,697 H Shares of the Bank), which are held by Jiangxi Provincial Department of Finance and its close associates to the maximum extent (i.e., 152,126,221 H Shares), and by other designated independent third parties for the remaining H Share converted (i.e., 1,250,751,477 H Shares), the equity structures of the Bank immediately after the conversion to Shares are set out as follows:

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LETTER FROM THE BOARD

In summary, the convertible negotiated deposit can be converted to a maximum of 1,402,877,697 H Shares of the Bank (taking up approximately 18.89% of the enlarged total share capital of the Bank), with a par value of RMB1 per Share, provided that the conditions for conversion are satisfied. Based on that and the conversion price of RMB2.78, the theoretical dilution effect is 0.51%. The Bank will comply with the theoretical dilution effect requirement in accordance with Rule 7.27B of Listing Rules at the time of entering into the Agreement and completion of the convertible negotiated deposit.

Upon approval of the Annual General Meeting and the Shareholders' Class Meetings, the implementation of the convertible negotiated deposit business does not need to submit to the China Securities Regulatory Commission or China Banking and Insurance Regulatory Commission for approval.

1. Authorization

This proposal will be put forward to the Annual General Meeting and the Shareholders' Class Meetings for consideration. The Bank and Jiangxi Provincial Department of Finance will enter into the Agreement within three months from the date of approval of the Annual General Meeting and the Shareholders' Class Meetings. Upon approval by the Annual General Meeting and the Shareholders' Class Meetings, the Board of Directors will authorize the senior management to carry out relevant work in a timely manner in accordance with the aforesaid convertible negotiated deposit issuance plan and the requirements of the Jiangxi Provincial Department of Finance and regulatory authorities, such as making amendments to the plan and relevant agreements according to requirements of regulatory authorities in the place where the Bank's Shares are listed. At the same time, the Board of Directors authorizes the senior management to handle the specific matters related to the issuance of the aforesaid convertible negotiated deposits, including but not limited to: submitting the issuance materials to the financial departments and regulatory authorities, determining the specific scale, time, term and interest rate of deposits, arranging the repayment of principal and interest of deposits and other related matters, signing all relevant legal documents reached by both parties concerning the convertible negotiated deposits, etc., and making appropriate adjustments in accordance with the requirements of financial departments and regulatory authorities. Regarding the specific arrangements for this matter, the Bank will comply with applicable rules and regulations of the place where the Shares are listed, such as the Listing Rules. The aforesaid authorization period shall be valid within 3 months from the date of approval by the Annual General Meeting and Shareholders' Class Meetings.

1. The agreement on replenishing the "convertible negotiated deposit" of small and medium-sized banks' capital with the special bonds (the "Agreement")
   i Main Contents

Jiangxi Provincial Department of Finance intends to supplement the tier-one capital of the Bank by means of the convertible negotiated deposit, as detailed below:

• After obtaining the proceeds from issuance of local government special bonds, Jiangxi Provincial Department of Finance will deposit the relevant funds in the form of negotiated deposit into the special RMB deposit account for corporate it opens in the Bank according to the Agreement;

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LETTER FROM THE BOARD

• With the consent of Jiangxi Provincial Department of Finance, when the core tier-one capital adequacy ratio of the Bank is lower than 5.125%, Jiangxi Provincial Department of Finance shall convert the negotiated deposits into ordinary Shares of the Bank in accordance with laws and regulations as well as the Agreement (see "iii Conversion conditions" below for details);

• If the conversion conditions are not satisfied, the Bank shall repay the principal and interest according to the Agreement upon the maturity of the convertible negotiated deposit;

• During the term of the convertible negotiated deposit, the Bank shall report the changes in the core tier-one capital adequacy ratio of the previous quarter by the fifteenth day of the first month of each quarter to Jiangxi Provincial Department of Finance. When the core tier-one capital adequacy ratio of the Bank drops to 7.5%, and early warning is triggered, the Bank shall promptly inform Jiangxi Provincial Department of Finance of the situation, formulate emergency plans, and actively take emergency measures to improve the ability to resist risks and avoid the occurrence of triggering events.

The term of the Agreement starts from the issuance date of the special bonds to the earlier of the following: (i) the date on which the shares held by Jiangxi Provincial Department of Finance are withdrawn, (ii) the maturity date of the special bonds, or (iii) the expiry date of 10 years from the issuance date of the special bonds.

ii Agreements on the negotiated deposit

Jiangxi Provincial Department of Finance intends to inject RMB3.9 billion in total in five installments into the Bank by means of convertible negotiated deposit (the actual amount shall be subject to the amount of the local government special bonds issued to supplement the capital of the Bank under the approval of the provincial government).

The interest rate of the convertible negotiated deposit under the Agreement shall be fixed, and the annual interest rate (after considering tax factors) is subject to the actual issuing rate of the corresponding local government special bonds. Interest shall be paid on the deposit under the Agreement every six months, and the Interest Payment Day of the convertible negotiated deposit shall be at least 10 working days ahead of the Interest Payment Day of the special bonds. The interest shall be paid to the local Treasury of Jiangxi Provincial Department of Finance by transfer. The transfer voucher of the Bank shall be the valid voucher of the interest payment.

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LETTER FROM THE BOARD

The value date of the convertible negotiated deposit shall be the value date of the proceeds from special bonds, and the date of cessation in calculation of interest shall be the conversion completion date or the maturity date of the special bonds. The interest of difference between the deposit period and the value date of the funds from special bonds shall be borne by the Bank.

The convertible negotiated deposit of RMB3.9 billion in total shall be deposited in 5 installments, of which the first installment is RMB0.8 billion, with a term of 6 years; the second installment is RMB0.8 billion, with a term of 7 years; the third installment is RMB0.8 billion, with a term of 8 years; the fourth installment is RMB0.8 billion, with a term of 9 years; and the fifth installment is RMB0.7 billion, with a term of 10 years.

iii Conversion conditions

The parties agree that the conversion of the convertible negotiated deposit into the ordinary Shares of the Bank shall be subject to the following conditions:

• the core tier-one capital adequacy ratio of the Bank is lower than 5.125%;

• Jiangxi Provincial Department of Finance consents to the conversion;

• The class and number of the converted ordinary Shares and the shareholding structure of the Bank after the conversion shall satisfy the particular requirement of Hong Kong Stock Exchange for the minimum public float, otherwise all or part of the Shares shall be held by the independent third parties or the conversion shall be terminated.

If the above conditions are met, Jiangxi Provincial Department of Finance will convert all or part of the convertible negotiated deposit into the Shares of the Bank, with the shareholding ratio determined based on the conversion price standards set out in the Agreement.

iv Conversion price

The conversion price is determined on the basis of the higher value of average trading price of H ordinary Shares of the Bank for 20 trading days preceding the date of the Board resolution approving the convertible negotiated deposit (i.e. March 26, 2021) (the average trading price of H ordinary Shares of the Bank for the 20 preceding trading days = the total trading amount of H ordinary Shares of the Bank for the 20 preceding trading days/total trading volume of H ordinary Shares of the Bank for the 20 preceding trading days), which will be translated into the price of RMB with the central parity of the RMB against the Hong Kong dollars announced by State Administration of Foreign Exchange on the date of the Board resolution

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LETTER FROM THE BOARD

the Bank will not issue new shares at a price lower than the net assets per share. Besides, in addition to the issuance of new shares, the Bank may also adopt other methods including the issuance of capital bonds to raise funds. Therefore, the aforementioned undertaking of the Bank will not affect the Bank's ability to raise funds in the future, and is in the overall interest of the Bank and its shareholders.

The ordinary Shares to be issued as a result of the conversion of the convertible negotiated deposit will rank pari passu with the existing issued ordinary Shares, and all holders of ordinary Shares whose names appear on the register of members of the Bank on the record date for dividend entitlement shall be entitled to receive the dividend for the current dividend period.

All or part of the convertible negotiated deposit will be converted by Jiangxi Provincial Department of Finance to Shares held in the Bank ("Target Shares"), and the number of Shares converted = the principle amount of the convertible negotiated deposit/the conversion price, and the Target Shares are ordinary Shares.

v Implementation of the conversion

Jiangxi Provincial Department of Finance, the Bank and the Shareholders (which are related to the implementation of the conversion) of the Bank will enter into the Capital Increment Agreement according to the conversion standards and conditions agreed in the Agreement. After the conversion, Jiangxi Provincial Department of Finance will exercise the corporate governance over the Bank based on the actual shareholding with other Shareholders of the Bank.

The negotiated deposit in the Bank from Jiangxi Provincial Department of Finance will be converted to the capital for subscription of the Bank's Shares after the Capital Increment Agreement is entered into among Jiangxi Provincial Department of Finance, the Bank and the Shareholders (which are related to the implementation of the conversion) of the Bank, and Articles of Association is amended.

After the register of members is determined, the Bank shall be responsible for the amendment to the corporate registration particulars in relation to the Target Shares with the company registration authority, and Jiangxi Provincial Department of Finance will provide assistance and cooperation correspondingly.

As agreed among all the parties, since the date when the negotiable deposit is deducted as the conversion capital from the negotiable deposit account of Jiangxi Provincial Department of Finance, the Bank will not pay any interest on those deducted convertible negotiable deposit. Since the completion date of the

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conversion, the Shareholders whose names appear on the register of members after the conversion shall be entitled to the capital reserve, surplus reserve and accumulative undistributed profits of the Bank in proportion to their respective Shares.

vi Corporate Governance

In order to enhance the corporate governance capability of the Bank, better defuse risks and enhance operational efficiency, the Bank and its Shareholders agree that, upon the completion of the stock conversion under the Agreement, Jiangxi Provincial Department of Finance may nominate one Director to join the risk management committee and perform the responsibilities of Shareholders in compliance with the provisions related to the rights of Shareholders as set out in the Articles of Association, provided that the relevant arrangements set forth in this article shall comply with laws and regulations and the requirements of the relevant banking regulatory rules. Such nomination shall be subject to the Board's approval and approval of Shareholders' general meeting in accordance with requirements of Articles of Association.

vii Withdrawal of Shares

The Target Shares held by Jiangxi Provincial Department of Finance under the Agreement will be accepted in priority by the Top 5 State-owned Shareholders according to their shareholding proportions under the coordination of the Bank by means of market-based transfer, in order to realize the withdrawal of the converted Shares, provided that the ultimate holders and the transferred Shares shall comply with the relevant rules and regulations of the Hong Kong Stock Exchange and subject to the approval of the regulatory authorities.

The Bank shall provide assistance and cooperation for the transfer of the Shares held by Jiangxi Provincial Department of Finance under the Agreement. For the avoidance of doubt, the Bank and the Top 5 State-owned Shareholders have no obligations under this Agreement in relation to the withdrawal of Shares.

viii Liability for breach of contract

If the Bank submits any false information or document to the Jiangxi Provincial Department of Finance, provides an invalid warranty or undertaking, or breaches any repayment obligation under the Agreement, Jiangxi Provincial Department of Finance may at its discretion:

• Make remedies in accordance with the provisions on the remedies for breach of contract in the Agreement;

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• Declare the early termination of the Agreement and require the Bank to immediately repay all the principal, interest and other expenses payable as of the date on which Jiangxi Provincial Department of Finance declares the early termination of the Agreement.

If the Bank fails to pay or fails to pay in full the principal, interest and other fees payable upon the maturity of the convertible negotiated deposit under the Agreement (including the declaration of the early termination of the Agreement by Jiangxi Provincial Department of Finance according to the relevant terms of the Agreement), and Jiangxi Provincial Department of Finance chooses not to convert the relevant deposits into Shares in accordance with the conversion conditions as set out in the Agreement, Jiangxi Provincial Department of Finance shall have the right to charge penalty interest on the overdue principal, interest and fees on a daily basis at the rate of issuance interest rate of convertible negotiated deposit *2/number of days of the year.

The Bank shall be obliged to ensure the safety of the deposit account of Jiangxi Provincial Department of Finance under the Agreement, pay the relevant interest on schedule and cooperate with Jiangxi Provincial Department of Finance for the withdrawal of the relevant deposits according to the term of corresponding installments of deposits as set out in the Agreement. If the Bank fails to pay the interest as agreed or rejects the withdrawal request of Jiangxi Provincial Department of Finance without reasonable grounds, and still fails to pay the full amount within 5 working days as of the date of dunning after being dunned by Jiangxi Provincial Department of Finance, Jiangxi Provincial Department of Finance shall have the right to terminate the Agreement, and the Bank shall immediately repay all or the remaining principal, interest and all other expenses payable and shall indemnify the Jiangxi Provincial Department of Finance for any losses incurred.

The Bank shall make repayment on schedule according to the Agreement. If the Bank suffers losses or makes false profit but loss in fact due to poor operation, which endangers the security of the convertible negotiated deposit, Jiangxi Provincial Department of Finance shall have the right to withdraw the convertible negotiated deposit ahead of time.

ix Effectiveness and termination

The Agreement shall come into force upon the satisfaction of the following conditions:

• The Agreement is signed and stamped by the legal representatives or authorized representatives of the relevant parties;

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form of proxy, the notice of the AGM and the notice of the class meeting of H Shareholders has been sent and published on the "HKEXnews" website of the Hong Kong Stock Exchange (www.hkexnews.hk) on April 21, 2021 (Wednesday).

Whether or not you intend to attend and/or vote at the AGM and/or the Shareholders' Class Meetings, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon.

Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM and/or the Shareholders' Class Meetings or any adjournment thereof should you so wish, and the completion and return of the reply slip will not preclude any Shareholder from attending and voting at the meeting.

IV METHODS OF VOTING AT THE AGM AND THE SHAREHOLDERS' CLASS

MEETINGS

Pursuant to the requirements of Rule 13.39(4) of the Listing Rules, voting by the Shareholders at the AGM and/or the Shareholders' Class Meetings shall be taken by the way of poll.

Please be advised that pursuant to Article 72 of the Articles of Association, if Shareholders fail to repay the loans granted by the Bank when due, or when the number of Shares of the Bank pledged by them reaches or exceeds fifty percent of the total Shares in the Bank held by them, the voting rights of such Shareholders at Shareholders' general meetings and/or Shareholder's class meetings and the voting rights of the Directors appointed by such Shareholders at meetings of the Board shall be correspondingly terminated until the relevant circumstances come to an end.

1. CLOSURE OF REGISTER OF SHAREHOLDERS AND THE ELIGIBILITY FOR ATTENDING AND VOTING AT THE AGM AND THE SHAREHOLDERS' CLASS MEETINGS

Pursuant to Rule 2.15 of the Listing Rules, if shareholders have material interests in a transaction or arrangement, shareholders shall abstain from voting on the resolutions for approving the transaction or arrangement at the relevant shareholders' general meetings. As at the Latest Practicable Date:

1. Jiangxi Financial Holding Group Co., Ltd. ("Jiangxi Financial Holding"), a Shareholder of the Bank, holds 347,546,956 Domestic Shares of the Bank. The controlling Shareholder of Jiangxi Financial Holding is Asset Management Center of Administrative Institutions in Jiangxi Province ("Asset Management Center"), who is wholly-owned by Jiangxi Provincial Department of Finance. Therefore, Jiangxi Financial Holding has material interests in the Agreement and proposed convertible negotiated deposit, and will abstain from voting on the resolution for

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approving the Agreement and proposed convertible negotiated deposit at AGM and the Class Meeting of Domestic Shareholders. The total number of Shares abstained from voting held by Jiangxi Financial Holding is 347,546,956 Shares;

1. Jiangxi Provincial Department of Finance, a Shareholders of the Bank, holds 45,000,000 Domestic Shares of the Bank. Therefore, Jiangxi Provincial Department of Finance has material interests in the Agreement and proposed convertible negotiated deposit, and will abstain from voting on the resolution for approving the Agreement and proposed convertible negotiated deposit at AGM and the Class Meeting of Domestic Shareholders. The total number of Shares abstained from voting held by Jiangxi Provincial Department of Finance is 45,000,000 Shares;
2. Jiangxi Fiscal Investment Management Co., Ltd. ("Fiscal Investment Management Co., Ltd."), who is a Shareholder of the Bank and wholly-owned by Jiangxi Provincial Department of Finance, holds 12,969,590 Domestic Shares of the Bank. Therefore, Fiscal Investment Management Co., Ltd. has material interests in the Agreement and proposed convertible negotiated deposit, and will abstain from voting on the resolution for approving the Agreement and proposed convertible negotiated deposit at AGM and the Class Meeting of Domestic Shareholders. The total number of Shares abstained from voting held by Fiscal Investment Management Co., Ltd. is 12,969,590 Shares;
3. Jiangxi Province Administrative Assets Group Company Limited ("Administrative Assets Group"), who is a Shareholder of the Bank and wholly-owned by Jiangxi Provincial Department of Finance, holds 53,821,142 Domestic Shares of the Bank. Therefore, Administrative Assets Group has material interests in the Agreement and proposed convertible negotiated deposit, and will abstain from voting on the resolution for approving the Agreement and proposed convertible negotiated deposit at AGM and the Class Meeting of Domestic Shareholders. The total number of Shares abstained from voting held by Jiangxi Province Administrative Assets Group Company Limited is 53,821,142 Shares.

Save as the aforesaid, to the knowledge of the Company and Directors after making reasonable enquiries, no other shareholders have a material interest in the resolutions proposed at the AGM and the Shareholders' Class Meetings, who are required to abstain from voting to approve the resolutions at the AGM and the Shareholders' Class Meetings.

In order to determine the list of Shareholders who are entitled to attend and vote at the AGM and the Shareholders' Class Meetings, the Bank's register of members has been closed from April 21, 2021 (Wednesday) to May 21, 2021 (Friday), both days inclusive, during which period no transfer of Shares shall be effected. The Shareholders listed on the Bank's register of Shareholders on May 21, 2021 (Friday) shall be entitled to attend and vote at the AGM and the Shareholders' Class Meetings.

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LETTER FROM THE BOARD

In order to be eligible for attending and voting at the AGM and the Shareholders' Class Meetings, all transfer documents together with relevant share certificates and other appropriate documents shall be sent for registration to the H Share Registrar, namely, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for H Shareholders) or to the Board office of the Bank at No. 699 Financial Street, Honggutan New District, Nanchang, Jiangxi Province, the PRC (for Domestic Shareholders) before 4:30 p.m. on April 20, 2021 (Tuesday).

VI RECOMMENDATION

The Board (including the independent non-executive Directors) considers that each of the ordinary and special resolutions to be proposed at the AGM and the Shareholders' Class Meetings is in the interests of the Bank and the Shareholders as a whole. Accordingly, the Board recommends that the Shareholders vote in favor of all resolutions to be proposed at the AGM and the Shareholders' Class Meetings.

By Order of the Board

Jiangxi Bank Co., Ltd.*

CHEN Xiaoming

Chairman

Nanchang, China, May 6, 2021

• Jiangxi Bank Co., Ltd. is not an authorized institution within the meaning of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorized to carry on banking/deposit-taking business in Hong Kong.

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