Agricultural Bank of China : ANNOUNCEMENT ON THE RESOLUTIONS OF THE BOARD OF DIRECTORS2021-08-30

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AGRICULTURAL BANK OF CHINA LIMITED

中 國 農 業 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: 1288)

ANNOUNCEMENT ON THE RESOLUTIONS OF

THE BOARD OF DIRECTORS

The board of directors (the "Board") of Agricultural Bank of China Limited (the "Bank") issued a written notice of a meeting on 13 August 2021 (the "Meeting") and held the Meeting on-site in Beijing on 30 August 2021. 14 directors were entitled to attend, of whom 13 directors attended the Meeting in person. Mr. ZHANG Xuguang, due to other work arrangements, designated Mr. LIN Li in writing as his proxy to attend the Meeting and vote on his behalf. The Meeting was convened in compliance with the applicable laws and regulations, the articles of association of the Bank and the rules of procedure of the Board.

Mr. GU Shu, the Chairman of the Board, presided over the Meeting. The following proposals were considered and approved at the Meeting:

1. 2020 Assessment Summary and 2021 Assessment Program for the Chairman of the Board, the President and Other Senior Management Members

Mr. GU Shu, Mr. ZHANG Qingsong, Mr. ZHANG Xuguang and Mr. LIN Li abstained from voting due to conflict of interests.

Voting result: 10 valid votes, including 10 votes in favour, 0 vote against and 0 vote abstained.

Opinions of independent non-executive directors of the Bank: Agreed.

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2. 2020 Remuneration of the Directors

Mr. ZHANG Qingsong, Mr. ZHANG Xuguang, Ms. XIAO Xing, Mr. WANG Xinxin, Mr. HUANG Zhenzhong, Ms. LEUNG KO May Yee, Margaret and Mr. LIU Shouying, abstained from voting due to conflict of interests.

Voting result: 7 valid votes, including 7 votes in favour, 0 vote against and 0 vote abstained.

Opinions of independent non-executive directors of the Bank: Agreed.

This proposal will be submitted to the shareholders' general meeting of the Bank for consideration and approval.

3. 2020 Remuneration of the Senior Management Members

Mr. ZHANG Qingsong and Mr. ZHANG Xuguang abstained from voting due to conflict of interests.

Voting result: 12 valid votes, including 12 votes in favour, 0 vote against and 0 vote abstained.

Opinions of independent non-executive directors of the Bank: Agreed.

Please refer to Appendix to this announcement for details of the 2020 remuneration of the directors, supervisors and senior management members of the Bank.

By Order of the Board

Agricultural Bank of China Limited

HAN Guoqiang

Company Secretary

Beijing, the PRC

30 August 2021

As at the date of this announcement, the executive directors are Mr. GU Shu, Mr. ZHANG Qingsong, Mr. ZHANG Xuguang and Mr. LIN Li; the non-executive directors are Mr. ZHU Hailin, Mr. LIAO Luming, Mr. LI Qiyun, Mr. LI Wei and Ms. ZHOU Ji; and the independent non-executive directors are Ms. XIAO Xing, Mr. WANG Xinxin, Mr. HUANG Zhenzhong, Ms. LEUNG KO May Yee, Margaret and Mr. LIU Shouying.

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APPENDIX	2020 Annual Remuneration of the Directors, Supervisors and
		Senior Management
				Total remuneration received from
					the Bank in 2020 (before tax)
					(Unit: RMB Ten Thousand)
					Social
					insurance,
					housing fund,
					enterprise			Tenure	Whether
					annuity and			incentive	receiving
					supplemental			bonus	remuneration
					medical	Director's		from 2018	from
				Salaries	insurance	fee/		to 2020	shareholders
				payable	payable by	Supervisor's		(Unit: RMB	or other
				(before tax)	the Bank	fee	Total (4) =	in Ten	related parties
Name	Position	Tenure	(1)	(2)	(3)	(1)+(2)+(3)	Thousand)	(Y/N)
GU Shu	Chairman of the Board of	2021.01-2024.01	-	-	-	-	-	N
		Directors, Executive
		Director
ZHANG Qingsong	Vice Chairman of the	2020.01-2023.01	83.33	15.40	-	98.73	27.84	N
		Board of Directors,
		Executive Director,
		President
ZHANG Xuguang	Executive Director,	2020.10-2023.10	74.98	15.01	-	89.99	21.74	N
		Executive Vice
		President
LIN Li	Executive Director,	2021.06-2024.06	-	-	-	-	-	N
		Executive Vice
		President
ZHU Hailin	Non-executive Director	2020.06-2023.06	-	-	-	-	-	Y
LIAO Luming	Non-executive Director	2017.08-2023.06	-	-	-	-	-	Y
LI Qiyun	Non-executive Director	2018.06-2021.06	-	-	-	-	-	Y
LI Wei	Non-executive Director	2019.05-2022.05	-	-	-	-	-	Y
ZHOU Ji	Non-executive Director	2021.03-2024.03	-	-	-	-	-	Y
XIAO Xing	Independent Non-	2015.03-Present	-	-	41.00	41.00	-	Y
		executive Director
WANG Xinxin	Independent Non-	2016.05-2022.05	-	-	38.00	38.00	-	Y
		executive Director
HUANG Zhenzhong	Independent Non-	2017.09-2023.06	-	-	38.00	38.00	-	Y
		executive Director
LEUNG KO May Yee,	Independent Non-	2019.07-2022.07	-	-	36.99	36.99	-	Y
Margaret		executive Director
LIU Shouying	Independent Non-	2019.07-2022.07	-	-	36.00	36.00	-	N
		executive Director

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			Total remuneration received from
				the Bank in 2020 (before tax)
				(Unit: RMB Ten Thousand)
				Social
				insurance,
				housing fund,
				enterprise			Tenure	Whether
				annuity and			incentive	receiving
				supplemental			bonus	remuneration
				medical	Director's		from 2018	from
			Salaries	insurance	fee/		to 2020	shareholders
			payable	payable by	Supervisor's		(Unit: RMB	or other
			(before tax)	the Bank	fee	Total (4) =	in Ten	related parties
Name	Position	Tenure	(1)	(2)	(3)	(1)+(2)+(3)	Thousand)	(Y/N)
WANG Jingdong	Chairman of the Board	2018.11-2021.11	83.33	15.40	-	98.73	50.66	N
	of Supervisors,
	Supervisor
	Representing
	Shareholders
FAN Jianqiang	Supervisor	2020.11-2023.11	-	-	-	-	-	N
	Representing
	Shareholders
SHAO Lihong	Supervisor	2018.08-2024.07	-	-	5.00	5.00	-	N
	Representing
	Employees
WU Gang	Supervisor	2019.10-2022.10	-	-	5.00	5.00	-	N
	Representing
	Employees
HUANG Tao	Supervisor	2021.07-2024.07	-	-	-	-	-	N
	Representing
	Employees
LI Wang	External Supervisor	2015.06-2021.11	-	-	28.00	28.00	-	Y
ZHANG Jie	External Supervisor	2018.11-2021.11	-	-	31.00	31.00	-	N
LIU Hongxia	External Supervisor	2018.11-2021.11	-	-	30.00	30.00	-	Y
CUI Yong	Executive Vice	2019.05-	74.96	15.01	-	89.97	34.91	N
	President
XU Han	Executive Vice	2020.10-	43.73	9.50	-	53.23	11.84	N
	President
LI Zhicheng	Chief Risk Officer	2017.02-	194.61	21.20	-	215.81	-	N
HAN Quoqiang	Secretary to the Board	2020.11-	16.21	1.79	-	18.00	-	N
	of Directors

Notes:

1. According to the relevant regulations of the government, the remuneration of the Chairman of the Board of Directors, the President, the Chairman of the Board of Supervisors and the Executive Vice Presidents of the Bank shall be paid in accordance with the relevant policies for the remuneration of persons in-charge in state-controlled financial enterprises since 1 January 2015.

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1. The Directors, Supervisors and senior management of the Bank who are also our employees are entitled to receive remuneration from the Bank. The remuneration includes salary, bonus and contributions to all kinds of social insurance and housing fund payable by the Bank. The Independent Non-executive Directors of the Bank are entitled to receive director's fee. The External Supervisors of the Bank are entitled to receive supervisor's fee. The Chairman of the Board of Directors, Executive Directors and senior management of the Bank did not receive any remuneration from any subsidiary of the Bank. For Supervisors Representing Employees of the Bank, the amount set forth above only includes fee for their services as Supervisors.
2. According to the relevant regulations of the government, the tenure incentive bonus from 2018 to 2020 of the Chairman of the Board of Directors, the President, the Chairman of the Board of Supervisors and the Executive Vice Presidents of the Bank has been paid after the assessment on their performance during tenures (taking three years as a performance assessment term), based on the terms of office, the results of the assessment and appraisal, etc.
3. The term of office of Mr. ZHANG Qingsong as the Vice Chairman of the Board of Directors and an Executive Director of the Bank is set out in the table above. His term of office as the President of the Bank commenced from November 2019.
4. The term of office of Mr. ZHANG Xuguang and Mr. LIN Li as an Executive Director of the Bank is set out in the table above. Mr. ZHANG and Mr. LIN's term of office as the Executive Vice President of the Bank commenced from December 2019 and March 2021, respectively.
5. Mr. ZHU Hailin, Mr. LIAO Luming, Mr. LI Qiyun, Mr. LI Wei, and Ms. ZHOU Ji, being the Non-executive Directors of the Bank, did not receive any remuneration from the Bank.
6. The term of office of Ms. XIAO Xing has expired. In order to comply with the requirement that the independent non- executive directors of the Bank represent not less than one-third of the Board of Directors, Ms. XIAO Xing continued to perform the duties as an Independent Non-executive Director of the Bank.
7. Mr. ZHOU Mubing, a former Chairman of the Board of Directors and an Executive Director of the Bank, received a remuneration (before tax) of RMB987.3 thousand during his term of office in the Bank in 2020. He received a tenure incentive bonus of RMB641.3 thousand during his term of office in the Bank from 2018 to 2020.
8. Ms. ZHANG Keqiu, a former Executive Director and an Executive Vice President of the Bank, received a remuneration (before tax) of RMB823.0 thousand during her term of office in the Bank in 2020. She received a tenure incentive bonus of RMB559.9 thousand during her term of office in the Bank from 2018 to 2020.
9. Mr. XU Jiandong, Mr. CHEN Jianbo and Mr. WU Jiangtao, being the former Non-executive Directors of the Bank, did not receive any remuneration from the Bank.
10. Mr. FAN Jianqiang did not receive any supervisor's fee as our Supervisor Representing Shareholders from the Bank in 2020.
11. Mr. WANG Xingchun, a former Supervisor Representing Shareholders, did not receive any supervisor's fee as our Supervisor Representing Shareholders from the Bank in 2020.
12. Mr. XIA Taili, a former Supervisor Representing Employees, received a supervisor's fee of RMB50 thousand as our Supervisor Representing Employees from the Bank in 2020.
13. Mr. ZHAN Dongsheng, a former Executive Vice President of the Bank, received a remuneration (before tax) of RMB899.7 thousand during his term of office in the Bank in 2020, and the additional provision for enterprise annuity was RMB28.9 thousand on the basis of his remuneration. He received a tenure incentive bonus of RMB382.1 thousand during his term of office in the Bank from 2018 to 2020.
14. Mr. ZHOU Wanfu, the former Secretary to the Board of Directors of the Bank, received a remuneration (before tax) of RMB535.7 thousand during his term of office in the Bank in 2020.
15. In 2020, the total remuneration (before tax and excluding tenure incentive bonus) paid to the Directors, Supervisors and senior management of the Bank (including the former Directors, Supervisors and senior management who had left office since 2020) was RMB12,859.1 thousand.

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