Bank of Jinzhou : PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS' GENERAL MEETINGS; AND NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult a 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 Bank of Jinzhou Co., Ltd.*, you should at once hand this circular, together with the accompanying form of proxy to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

錦州銀行股 份有限公司

Bank of Jinzhou Co., Ltd.*

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

(Stock Code: 0416)

(Stock Code of Preference Shares: 4615)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR SHAREHOLDERS' GENERAL MEETINGS;

AND

NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at the meeting room of 34th Floor, No. 68 Keji Road, Jinzhou City, Liaoning Province, the PRC at 10:00 a.m. on Thursday, 20 February 2020 are set out on pages 14 to 15 of this circular. A form of proxy for use at the EGM is also enclosed with this circular. If you intend to attend the EGM by proxy, you are required to complete and return the enclosed form(s) of proxy in accordance with the instructions printed thereon to the H share registrar of the Bank, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (in respect of H Shares), or to the Bank's registered office in the PRC at No. 68 Keji Road, Jinzhou City, Liaoning Province, the PRC (in respect of Domestic Shares) as soon as possible but in any event by not later than 24 hours before the time appointed for holding of the EGM or any adjournment thereof (i.e. by Wednesday, 19 February 2020 at 10:00 a.m.). Completion and return of the form(s) of proxy shall not preclude you from attending and voting in person at the EGM or any adjourned meeting(s) should you so wish.

• Bank of Jinzhou 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 and/or deposit-taking business in Hong Kong.

27 December 2019

		CONTENTS
			Page
DEFINITIONS .	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I	-	PROPOSED AMENDMENTS TO THE ARTICLES OF
		ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX II	-	PROPOSED AMENDMENTS TO THE RULES OF
		PROCEDURES FOR SHAREHOLDERS'
		GENERAL MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . .	11
NOTICE OF THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

- i -

DEFINITIONS

In this circular, the following expressions have the meanings set out below unless the context requires otherwise.

"Articles of Association"	the articles of association of the Bank, as amended from
	time to time
"Bank"	Bank of Jinzhou Co., Ltd.* (錦州銀行股份有限公司),
	a joint stock company incorporated in the PRC with
	limited liability, whose H Shares are listed on the Main
	Board of the Stock Exchange
"Board"	the board of Directors
"Chairman"	the chairman of the Board
"Director(s)"	the director(s) of the Bank
"Domestic Share(s)"	the ordinary share(s) in the capital of the Bank with a
	nominal value of RMB1.00 each, which are subscribed
	for or credited as paid up in Renminbi by PRC nationals
	and/or PRC corporate entities
"EGM"	the 2020 first extraordinary general meeting of the Bank
	to be held at the meeting room of 34th Floor, No. 68 Keji
	Road, Jinzhou City, Liaoning Province, the PRC at 10:00
	a.m. on Thursday, 20 February 2020 or any adjournment
	thereof
"H Share(s)"	the ordinary share(s) in the share capital of the Bank with
	a nominal value of RMB1.00 each, which is/are
	subscribed for and traded in Hong Kong dollars and listed
	on the Main Board of the Stock Exchange
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC
"Listing Rules"	The Rules Governing the Listing of Securities on the
	Stock Exchange, as amended, supplemented or otherwise
	modified from time to time
"Offshore Preference Shares"	the US$1,496,000,000 5.50% non-cumulative perpetual
	offshore preference shares issued by the Bank on
	27 October 2017 and listed on the Stock Exchange
	(stock code: 4615)

- 1 -

	DEFINITIONS
"Ordinary Share(s)" or	the Domestic Share(s) and/or the H Share(s), excluding
"Share(s)"	the Offshore Preference Shares
"PRC"	the People's Republic of China, for the purpose of this
	circular, excluding Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
"RMB"	Renminbi, the lawful currency of the PRC
"Rules of Procedures for	the rules of procedures for the Shareholder's general
Shareholders' General	meetings of the Bank
Meetings"
"Shareholder(s)"	the holder(s) of Ordinary Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited

• Bank of Jinzhou 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 and/or deposit-taking business in Hong Kong.

- 2 -

LETTER FROM THE BOARD

錦州銀行股 份有限公司

Bank of Jinzhou Co., Ltd.*

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

(Stock Code: 0416)

(Stock Code of Preference Shares: 4615)

Executive Directors:	Registered office:
WEI Xuekun	No. 68 Keji Road
GUO Wenfeng	Jinzhou City
KANG Jun	Liaoning Province
YANG Weihua	The PRC
YU Jun
	Principal place of business in
Non-executive Directors:	Hong Kong:
ZHAO Chuanxin	40th Floor, Sunlight Tower
NING Jie	No. 248 Queen's Road East
GU Jihong	Wan Chai
LYU Fei	Hong Kong
LUO Nan
Independent non-executive Directors:
XIE Taifeng
WU Jun
WANG Xiongyuan
SU Mingzheng
	27 December 2019
To the Shareholders,
Dear Sir/Madam,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES FOR SHAREHOLDERS' GENERAL MEETINGS;

AND

NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcements of the Bank dated 15 November 2019 and 13 December 2019 in relation to, among other things, the proposed amendments to the Articles of Association, and the proposed amendments to the Rules of Procedures for Shareholders' General Meetings.

- 3 -

LETTER FROM THE BOARD

The purpose of this circular is to provide you with relevant information to enable you to make informed decision on whether to vote for or against the resolutions to be proposed at the EGM.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

In accordance with Reply of the State Council on the Adjustment of the Provisions Applicable to the Notice Period for the Holding of Shareholders' Meeting for Overseas Listed Companies (Guo Han [2019] No. 97), provisions of the Company Law of the PRC and other relevant laws, rules and regulations and the actual situation of the Bank, the Bank has proposed certain amendments to the current Articles of Association. Details of such amendments have been set out in appendix I to this circular.

The proposed amendments to the Articles of Association will be subject to the approval of the Shareholders at the EGM by way of special resolution and will be effective upon approvals by the Shareholders and the relevant regulatory authorities.

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR

SHAREHOLDERS' GENERAL MEETINGS

In accordance with Reply of the State Council on the Adjustment of the Provisions Applicable to the Notice Period for the Holding of Shareholders' Meeting for Overseas Listed Companies (Guo Han [2019] No. 97), the Bank has proposed certain amendments to the current Rules of Procedures for Shareholders' General Meetings. Details of such amendments have been set out in appendix II to this circular.

The proposed amendments to the Rules of Procedures for Shareholders' General Meetings will be subject to the approval of the Shareholders at the EGM by way of ordinary resolution and will be effective upon approvals by the Shareholders.

CLOSURE OF REGISTER OF MEMBERS

In order to determine the entitlement to attend and vote at the EGM, the register of members of the Bank will be closed from Tuesday, 21 January 2020 to Thursday, 20 February 2020 (both days inclusive), during which period no transfer of Shares will be effected. The record date for entitlement to attend and vote at the EGM is Tuesday, 21 January 2020. In order to be qualified to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the H share registrar of the Bank, namely Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (in respect of H Shares), or to the Bank's registered office in the PRC at No. 68 Keji Road, Jinzhou City, Liaoning Province, the PRC (in respect of Domestic Shares) no later than 4:30 p.m. on Monday, 20 January 2020.

- 4 -

LETTER FROM THE BOARD

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, the resolutions to be proposed at the EGM as set out in the notice of the EGM at the end of this circular must be taken by poll. The chairman of the EGM will therefore demand a poll for every such resolution be put to the vote at the EGM. On a poll, every Shareholder present in person or by proxy or (being a corporation) by its duly authorised representative shall have one vote for each Share registered in his or her name in the register of Shareholders. A Shareholder entitled to more than one vote need not use all his or her votes or cast all the votes he or she uses in the same way.

Results of the poll voting will be published on the Bank's website at www.jinzhoubank.com and the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the EGM.

RECOMMENDATION

The Board considers that all resolutions set out in the notice of the EGM for the Shareholders' consideration and approval are in the best interests of the Bank and the Shareholders. As such, the Board recommends the Shareholders to vote in favor of the resolutions set out in the notice of the EGM which are to be proposed at the EGM.

By order of the Board

Bank of Jinzhou Co., Ltd.*

Wei Xuekun

Chairman

- 5 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The English version of this appendix is an unofficial translation of its Chinese version, for reference purpose only. In case of any discrepancies, the Chinese version shall prevail.

The proposed amendments to the Articles of Association are compared against the existing Articles of Association for ease of reference. After deletion of the current articles, the articles will be re-numbered accordingly. The following amendments will become effective upon approvals by the Shareholders and relevant regulatory authorities.

	Before Amendment			After Amendment
Article 91 Where the Bank shall convene a	Article 91 Where the Bank shall convene a
shareholders' general meeting, the Bank	shareholders' general meeting, the Bank
shall send out a written notice to all	shall send out a written notice to all
registered shareholders on the matters to be	registered shareholders on the matters to be
examined as well as the assembly date and	examined as well as the assembly date and
location forty-five (45) days before the	location forty-five (45) days before the
meeting. Shareholders intend to attend the	meeting. Shareholders intend to attend the
meeting shall submit their written replies to	meeting shall submit their written replies to
the Bank twenty (20) days before the	the Bank twenty (20) days before the
meeting.					meeting.a notice shall be given twenty
					(20) days before the meeting to notify
					shareholders of the time, location of the
					meeting and the matters to be examined.
					Notice of an extraordinary general
					meeting of shareholders shall be given
					fifteen (15) days before the meeting to
					shareholders.
Article 92 The Bank shall calculate the	Delete
number of voting shares represented by the
shareholders intending to attend the meeting
according to the received written replies
twenty (20) days before the shareholders'
general meeting. Where the number of
voting	shares	represented	by	the
shareholders intending to attend the meeting
reaches more than half (1/2) of the total
number of voting shares, the Bank can
convene a shareholders' general meeting;
where it fails, the Bank shall inform the
shareholders on the matters to be examined,
assembly date and location again within five
(5) days in the form of public notice, after
the notification, the Bank can convene a
shareholders' general meeting.
An extraordinary general meeting of
shareholders may not decide any matters not
stated in the notice.

- 6 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendment		After Amendment
Article 95 Unless otherwise required by	Article 95 Unless otherwise required by
relevant laws, regulations, listing rules of	relevant laws, regulations, listing rules of
place(s) where the Bank's shares are listed	place(s) where the Bank's shares are listed
or the Articles of Association, the notice,	or the Articles of Association, the notice,
information or written statement for the	information or written statement for the
shareholders' general meeting shall be	shareholders' general meeting shall be
served on the shareholders entitled to attend	served on the shareholders entitled to attend
(whether or not entitled to vote at the	(whether or not entitled to vote at the
general meeting) by special appointed	general meeting) by special appointed
person or prepaid mail, or publication on our	person or prepaid mail, or publication on our
website or other methods stipulated in the	website or other methods stipulated in the
Articles of Association. The recipient	Articles of Association. The recipient
address in the register of shareholders shall	address in the register of shareholders shall
prevail. For the holders of domestic shares,	prevail. For the holders of domestic shares,
the notice of the shareholders' general	the notice of the shareholders' general
meeting may be issued in the form of public	meeting may be issued in the form of public
notice.	notice.
The public notice in the preceding paragraph	The public notice in the preceding paragraph
shall be published in one or more	shall be published in one or more
newspapers designated by the securities	newspapers designated by the securities
regulatory authority of the State Council	regulatory authority of the State Council
between forty-five (45) to fifty (50) days	between twenty (20) to twenty-five (25)
before the date of the general meeting. After	days before the date of an annual general
the publication of such notice, the holders of	meeting and fifteen (15) to twenty (20)
domestic shares shall be deemed to have	days before an extraordinary general
received the notice of the relevant	meeting	forty-five (45) to fifty (50) days
shareholders' general meeting.	before the date of the general meeting. After
	the publication of such notice, the holders of
	domestic shares shall be deemed to have
	received the notice of the relevant
	shareholders' general meeting.

- 7 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Before Amendment			After Amendment
Article 139 If the Bank intends to convene a	Article 139 If the Bank intends to convene a
meeting of classified shareholders, it should	meeting of classified shareholders, it should
issue a written notice forty-five (45) days in	issue a written notice	forty-five (45) days
advance	to	inform	all	registered	twenty (20) days before the date of an
shareholders under this category about the	annual general meeting and fifteen (15)
issues to be reviewed at the meeting,	days before an extraordinary general
meeting date and meeting place. The	meeting in advanceto inform all registered
shareholders who intend to attend the	shareholders under this category about the
meeting shall send their written replies of	issues to be reviewed at the meeting,
attendance to the Bank 20 days before the	meeting date and meeting place. The
meeting is held.				shareholders who intend to attend the
					meeting shall send their written replies of
If the number of shares with voting right on	attendance to the Bank 20 days before the
the meeting held by shareholders who intend	meeting is held.
to attend meeting reaches more than half of
the total number of the shares of such	If the number of shares with voting right on
category with voting right at the meeting,	the meeting held by shareholders who intend
the Bank may convene a meeting of	to attend meeting reaches more than half of
classified shareholders; if not, the Bank	the total number of the shares of such
should,	within	five	days,	notify	category with voting right at the meeting,
shareholders, through public notice, the	the Bank may convene a meeting of
issues to be reviewed at the meeting,	classified shareholders; if not, the Bank
meeting date and place, and then the Bank	should,	within	five	days,	notify
may convene a meeting of classified	shareholders, through public notice, the
shareholders.				issues to be reviewed at the meeting,
					meeting date and place, and then the Bank
					may convene a meeting of classified
					shareholders.

- 8 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Before Amendment		After Amendment
Article 143 The directors are elected or	Article 143 The directors are elected or
replaced by the shareholders' general	replaced by the shareholders' general
meeting for a term of three (3) years. A	meeting for a term of three (3) years. A
director may, if re-elected upon expiration of	director may, if re-elected upon expiration of
the term of office, serve consecutive terms.	the term of office, serve consecutive terms.
Before the expiration of the term, the	Before the expiration of the term, the
shareholders'	general meeting	cannot	shareholders'	general	meeting	cannot
remove a director from his/her post without	remove a director from his/her post without
cause. The directors of the Bank need not	cause. The directors of the Bank need not
hold shares of the Bank.			hold shares of the Bank.
The term of office of directors is from the	The term of office of directors is from the
date of the resolution passed by the	date of the resolution passed by the
shareholders' general meeting, until the	shareholders'	general	meeting	and
expiration of the term of office of the current	directors' qualifications approved by
Board. Where no election is conducted in	regulatory authority, until the expiration of
time before the expiration of the term of	the term of office of the current Board.
office of a director, the existing director	Where no election is conducted in time
shall, before the director-elected takes	before the expiration of the term of office of
office, continue to perform his duty as a	a director, the existing director shall, before
director	in	accordance	with	laws,	the director-elected takes office, continue to
administrative regulations, and departmental	perform his duty as a director in accordance
rules and the Articles of Association.		with laws, administrative regulations, and
					departmental rules and the Articles of
.......					Association.
					.......
Article 158 A staff member from a	Article 158 A staff member from a
government authority shall not concurrently	government authority shall not concurrently
serve as an independent director of the Bank,	serve as an independent director of the Bank,
and an independent director shall not hold	and an independent director shall not hold
positions in more than two (2) commercial	positions in more than two (2) commercial
banks at the same time.			banks at the same time.
An independent director shall, before	An independent director shall, before
holding a position in other non-commercial	holding a position in other non-commercial
financial institutions, inform the Bank of	financial institutions, inform the Bank of
such facts and confirm that there is no	such facts and confirm that there is no
conflict of interest between such a position	conflict of interest between such a position
and their position in the Bank.			and their position in the Bank.

- 9 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendment	After Amendment
The term of service of an independent	The term of service of an independent
director shall be the same as that of other	director shall be the same as that of other
directors of the Bank and may be re-elected	directors of the Bank and may be re-elected
and re-appointed upon the expiration of their	and re-appointed upon the expiration of their
term of office, provided that such term of	term of office, provided that such term of
office shall not be more than six (6) years on	office shall not be more than six (6) years on
an accumulative basis.	an accumulative basis. The term of office of
	an independent director in the Bank shall
	not be more than six (6) years on an
	accumulative basis.
Article 172 Any fixed assets acquisition and	Delete
asset disposal of the Bank with an amount
below RMB30 million shall be approved by
the president with the authorization of the
Board of Directors, while an amount is more
than RMB30 million (exclusive) but below
RMB1 billion, it shall be approved by the
Board of Directors; if the amount is more
than RMB1 billion (exclusive), it shall be
approved by the shareholders' general
meeting.
Acquisition and disposal of assets carried
out under this article shall comply with the
Hong Kong Listing Rules.

- 10 -

APPENDIX II	PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES
	FOR SHAREHOLDERS' GENERAL MEETINGS

The English version of this appendix is an unofficial translation of its Chinese version, for reference purpose only. In case of any discrepancies, the Chinese version shall prevail.

The proposed amendments to the Rules of Procedures for Shareholders' General Meetings are compared against the existing Rules of Procedures for Shareholders' General Meetings for ease of reference. The following amendments will become effective upon approvals by the Shareholders and the relevant regulatory authorities.

Before Amendment		After Amendment
Article 17 Unless otherwise required by	Article 17 Unless otherwise required by
relevant laws, regulations, listing rules of	relevant laws, regulations, listing rules of
the stock exchange on which the shares of	the stock exchange on which the shares of
the Bank are listed and the Articles of	the Bank are listed and the Articles of
Association, where the Bank shall convene a	Association, where the Bank shall convene a
shareholders' general meeting, the Bank	shareholders' general meeting, the Bank
shall send out a written notice to all	shall send out a written notice to all
registered shareholders on the matters to be	registered shareholders on the matters to be
examined as well as the assembly date and	examined as well as the assembly date and
location forty-five days before the meeting.	location	forty-five days before the meeting
	twenty days before the meeting or fifteen
The number of days calculated for the	days in case of an extraordinary general
issuance of notices shall not include the day	meeting.
of the meeting.
	The number of days calculated for the
In relation to the issuance of the notice	issuance of notices shall not include the day
under this Article, the date of issuance of	of the meeting.
notice represents the date on which the Bank
or the share registrar as appointed by the	In relation to the issuance of the notice
Bank delivers the relevant notice at the post	under this Article, the date of issuance of
office for posting.	notice represents the date on which the Bank
	or the share registrar as appointed by the
	Bank delivers the relevant notice at the post
	office for posting.

- 11 -

APPENDIX II	PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES
	FOR SHAREHOLDERS' GENERAL MEETINGS
Before Amendment	After Amendment
Article 20 Shareholders may attend a	Article 20 Shareholders may attend a
shareholders' general meeting in person or	shareholders' general meeting in person or
appoint a proxy to attend and vote on their	appoint a proxy to attend and vote on their
behalf. Shareholders who intend to attend	behalf. Shareholders who intend to attend
the meeting shall serve the written reply slip	the meeting shall serve the written reply slip
to the Bank twenty days prior to the date of	to the Bank twenty days prior to the date of
the meeting.		the meeting.
A shareholder shall entrust the proxy in	A shareholder shall entrust the proxy in
writing, which shall submit the letter of	writing, which shall submit the letter of
attorney to the Bank; if the shareholder is a	attorney to the Bank; if the shareholder is a
legal entity, the written entrustment file shall	legal entity, the written entrustment file shall
be sealed by the legal entity's stamp or	be sealed by the legal entity's stamp or
signed by the proxy officially appointed by	signed by the proxy officially appointed by
the shareholder.		the shareholder.
The appointment of proxies by shareholders	The appointment of proxies by shareholders
shall comply with the Articles of	shall comply with the Articles of
Association.		Association.

- 12 -

APPENDIX II	PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES
	FOR SHAREHOLDERS' GENERAL MEETINGS
Before Amendment	After Amendment
Article 24 The Bank shall calculate the	Article 24 The Bank shall calculate the
number of voting shares represented by the	number of voting shares represented by the
shareholders intending to attend the meeting	shareholders intending to attend the meeting
according to the received written replies	according to the received written replies
twenty days before the shareholders' general	twenty days before the shareholders' general
meeting. Where the number of voting shares	meeting. Where the number of voting shares
represented by the shareholders intending to	represented by the shareholders intending to
attend the meeting reaches more than half of	attend the meeting reaches more than half of
the total number of voting shares, the Bank	the total number of voting shares, the Bank
can convene a shareholders' general	can convene a shareholders' general
meeting; where it fails, the Bank shall	meeting; where it fails, the Bank shall
inform the shareholders on the matters to be	inform the shareholders on the matters to be
examined, assembly date and location again	examined, assembly date and location again
within five days in the form of public notice,	within five days in the form of public notice,
after the notification, the Bank can convene	after the notification, the Bank can convene
a shareholders' general meeting.	a shareholders' general meeting.
The register of attendance of a shareholders'	The register of attendance of a shareholders'
general meeting shall be prepared by the	general meeting shall be prepared by the
office of board of directors. Such register	office of board of directors. Such register
shall record information such as each	shall record information such as each
attendant's name (or name of unit),	attendant's name (or name of unit),
identification card number, address of	identification card number, address of
domicile, the number of voting shares held	domicile, the number of voting shares held
or authorized, name of the appointing	or authorized, name of the appointing
shareholder (or name of unit), etc.	shareholder (or name of unit), etc.

- 13 -

NOTICE OF THE EGM

錦州銀行股 份有限公司

Bank of Jinzhou Co., Ltd.*

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

(Stock Code: 0416)

(Stock Code of Preference Shares: 4615)

NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 first extraordinary general meeting (the "EGM") of Bank of Jinzhou Co., Ltd. (the "Bank") will be held at the meeting room of 34th Floor, No. 68 Keji Road, Jinzhou City, Liaoning Province, the People's Republic of China (the "PRC") at 10:00 a.m. on Thursday, 20 February 2020 to consider and, if thought fit, to pass, with or without modifications, the following resolutions of the Bank:

ORDINARY RESOLUTION

1. To consider and approve the proposal on the proposed amendments to the rules of procedures for shareholders' general meetings of the Bank; and

SPECIAL RESOLUTION

2. To consider and approve the proposal on the proposed amendments to the articles of association of the Bank.

By order of the Board

Bank of Jinzhou Co., Ltd.*

Wei Xuekun

Chairman

Jinzhou, the PRC, 27 December 2019

- 14 -

NOTICE OF THE EGM

Notes:

1. The register of members of the Bank will be closed from Tuesday, 21 January 2020 to Thursday, 20 February 2020, both days inclusive, during which period no transfer of the Bank's shares (the "Shares") will be effected. In order to be qualified to attend and vote at the EGM, all transfers accompanied by the relevant share certificates must be lodged with the H share registrar of the Bank (in respect of H Shares), namely Computershare Hong Kong Investor Services Limited, or to the Bank's registered office in the PRC (in respect of domestic Shares) no later than 4:30 p.m. on Monday, 20 January 2020.
2. Shareholders of the Bank (the "Shareholders") who are entitled to attend and vote at the EGM may appoint one or more proxies to attend and, in the event of a poll, vote on their behalves. A proxy need not be a Shareholder.
3. The instrument appointing a proxy must be in writing under the hand of a Shareholder or his/her attorney duly authorised in writing. If the Shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorised to sign the same.
4. In order to be valid, the form of proxy must be deposited, for the holders of H Shares, to the H share registrar of the Bank, Computershare Hong Kong Investor Services Limited, or for the holders of domestic Shares, to the Bank's registered office in the PRC, not less than 24 hours before the time for holding the EGM (i.e. by Wednesday, 19 February 2020 at 10:00 a.m.). If the form of proxy is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority shall be deposited at the same time as mentioned in the form of proxy. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the EGM or any adjourned meetings should you so wish.
5. Shareholders shall produce their identity documents and supporting documents in respect of the Shares held when attending the EGM. If corporate Shareholders appoint authorised representative to attend the EGM, the authorised representative shall produce his/her identity documents and a notarially certified copy of the relevant authorisation instrument signed by the board of directors or other authorised parties of the corporate Shareholders or other notarially certified documents allowed by the Bank. Proxies shall produce their identity documents and the form of proxy signed by the Shareholders or their attorney when attending the EGM.
6. Shareholders who intend to attend the EGM should complete and return the reply slip in writing by hand or by post to the Bank's H share registrar (for holders of H Shares) or the registered office of the Bank in the PRC (for holders of domestic Shares) on or before Friday, 31 January 2020.
7. The EGM is expected to be held for less than half a day. Shareholders who intend to attend the EGM shall arrange and bear their own transportation and accommodation expenses.
8. The name and address of the Bank's H share registrar is as follows:
   Computershare Hong Kong Investor Services Limited Shops 1712-1716, 17th Floor,
   Hopewell Centre,
   183 Queen's Road East, Wanchai,
   Hong Kong
   Tel: [phone]
   Fax: [phone]
9. The registered office of the Bank in the PRC is as follows:
   No. 68 Keji Road Jinzhou City Liaoning Province The PRC
   Contact person: Liu Liguo
   Tel: [phone]
10. Where there are joint registered holders of any Share(s), any one of such joint holders may attend and vote at the EGM, either in person or by proxy, in respect of such Share(s) as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the EGM or any adjourned meeting thereof (as the case may be), the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Bank in respect of the joint holding.

As at the date of this notice, the Board comprises Mr. Wei Xuekun, Mr. Guo Wenfeng, Mr. Kang Jun, Mr. Yang Weihua and Mr. Yu Jun, as executive Directors; Mr. Zhao Chuanxin, Ms. Ning Jie, Ms. Gu Jihong, Mr. Lyu Fei and Mr. Luo Nan, as non-executive Directors; and Mr. Xie Taifeng, Mr. Wu Jun, Mr. Wang Xiongyuan and Mr. Su Mingzheng, as independent non-executive Directors.

• Bank of Jinzhou 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 and/or deposit-taking business in Hong Kong.

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