THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this 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 Bank of Gansu Co., Ltd.*, you should at once pass this circular, together with the proxy form that have been dispatched to you, to the purchaser or 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.

BANK OF GANSU CO., LTD.*

甘 肅 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: 2139)

Annual General Meeting for 2020

The annual general meeting for 2020 (the "AGM") of Bank of Gansu Co., Ltd.* will be held at 9:00 a.m. on Monday, May 24, 2021 at the conference room at 4/F of Bank of Gansu Tower, No.525-1 Donggang West Road, Chengguan District, Lanzhou, Gansu Province, the PRC. Notice of the AGM is set out on pages 5 to 8 of this circular.

Whether or not you are able to attend the AGM, you are advised to read the notice of the AGM carefully and to complete and return the proxy form that has been dispatched to you in accordance with the instructions printed thereon. H Shareholders shall return the proxy form 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, while holders of Domestic Shares shall return the proxy form to the registered office and the principal place of business of the Bank in the PRC at Bank of Gansu Tower, No.525-1 Donggang West Road, Chengguan District, Lanzhou, Gansu Province, the PRC, by hand or by post as soon as possible and in any event no later than 24 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

April 16, 2021

  • Bank of Gansu 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.

CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ii

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Notice of the AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

APPENDIX 1 Matters to be Dealt with at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9

Annex 1 Work Report of the Board of Directors for 2020 . . . . . . . . . . . . . .

21

Annex 2 Work Report of Independent Non-executive Directors for 2020 . .

29

Annex 3 Remuneration Distribution and Settlement Plan for

38

Directors and Supervisors in 2020 . . . . . . . . . . . . . . . . . . . . . . . .

Annex 4 Work Report of the Board of Supervisors for 2020 . . . . . . . . . . . .

40

Annex 5 Report on Related-Party/Connected Transactions for 2020. . . . . .

49

Annex 6 Estimated Caps of Related Party/Connected Transactions for

2021. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

57

Annex 7 General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . .

69

- i -

DEFINITIONS

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

"AGM"

the 2020 annual general meeting of the Bank to be held at 9:00 a.m.

on Monday, May 24, 2021

"Articles of Association"

the Articles of Association of the Bank currently in force, as

amended, modified or otherwise supplemented from time to time

"Bank"

Bank of Gansu Co., Ltd.*, 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" or "Board of Directors"

the board of directors of the Bank

"Board of Supervisors"

the board of supervisors of the Bank

"CBRC"

the former China Banking Regulatory Commission

"CBIRC"

China Banking and Insurance Regulatory Commission

"Company Law"

the Company Law of the PRC

"Director(s)"

the director(s) of the Bank

"Domestic Share(s)"

the ordinary shares in the share capital of the Bank, with a nominal

value of RMBl.00 each, which are subscribed for or credited as

fully paid up in Renminbi

"Group"

the Bank and its consolidated subsidiaries

"H Share(s)"

the overseas listed foreign shares with a nominal value of

RMB1.00 each in the ordinary share capital of the Bank which are

listed on the Stock Exchange and traded in Hong Kong in Hong

Kong dollars (stock code: 2139)

"H Shareholder(s)"

holder(s) of H Shares

"Hong Kong"

the Hong Kong Special Administrative Region of the PRC

- ii -

DEFINITIONS

"IFRS"

the International Accounting Standards, International Financial

Reporting Standards, amendments and the related interpretations

issued by the International Accounting Standards Board

"Independent Director(s)" or

the independent non-executive director(s) of the Bank

"Independent Non-executive

Director(s)"

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock

Exchange (as amended from time to time)

"PRC" or "China"

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

only, excluding Hong Kong, the Macau Special Administrative

Region of the PRC and Taiwan region

"PRC GAAP"

the PRC Accounting Standards for Business Enterprises (中國企

業會計準則) promulgated by Ministry of Finance of the PRC on

February 15, 2006 and its supplementary regulations, as amended,

supplemented or otherwise modified from time to time

"Renminbi" or "RMB"

Renminbi, the lawful currency of the PRC

"Share(s)"

the shares of the Bank, including Domestic Shares and H Shares

"Shareholder(s)"

the shareholder(s) of the Bank

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Supervisor(s)"

the supervisor(s) of the Bank

"Securities Law"

the Securities Law of the PRC

"Latest Practicable Date"

April 12, 2021, being the latest practicable date prior to the

printing of this circular for ascertaining certain information

contained herein

- iii -

LETTER FROM THE BOARD

BANK OF GANSU CO., LTD.*

甘 肅 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: 2139)

Executive Directors:

Registered office:

Mr. LIU Qing (Chairman)

No. 122, Gannan Road

Mr. WANG Wenyong

Chengguan District

Lanzhou

Non-executive Directors:

Gansu Province, the PRC

Ms. WU Changhong

Ms. ZHANG Hongxia

Principal place of business in the PRC:

Mr. GUO Jirong

Bank of Gansu Tower No. 525-1

Mr. ZHANG Youda

Donggang West Road

Mr. LIU Wanxiang**

Chengguan District

Lanzhou

Independent Non-executive Directors:

Gansu Province, the PRC

Ms. TANG Xiuli

Ms. LUO Mei

Place of business in Hong Kong:

Mr. WONG Sincere

40th Floor, Dah Sing Financial Centre

Mr. DONG Ximiao

No. 248 Queen's Road East

Wanchai, Hong Kong

2020 ANNUAL GENERAL MEETING

Dear Sir or Madam,

1. INTRODUCTION

On behalf of the Board, I would like to invite you to attend the AGM to be held at 9:00 a.m. on Monday, May 24, 2021 at the conference room at 4/F of Bank of Gansu Tower, No. 525-1 Donggang West Road, Chengguan District, Lanzhou, Gansu Province, the PRC.

The purpose of this circular is to give you notice of the AGM and provide you with the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolutions to be proposed at the AGM.

- 1 -

LETTER FROM THE BOARD

2. MATTERS TO BE DEALT WITH AT THE AGM

In order to enable you to have a better understanding of the resolutions to be proposed at the AGM and to make an informed decision thereon, we have provided detailed information to the Shareholders in Appendix 1 to this circular, which includes the information and explanation on the resolutions proposed to be approved at the AGM.

The resolutions to be considered at the AGM include:

  1. To consider and approve the proposal regarding the work report of the Board of Directors for 2020;
  2. To consider and approve the proposal regarding the financial audit report for 2020;
  3. To consider and approve the proposal regarding the final financial accounts report for 2020;
  4. To consider and approve the proposal regarding the profit distribution proposal for 2020;
  5. To consider and approve the proposal regarding the annual financial budget for 2021;
  6. To consider and approve the proposal regarding the annual report for 2020;
  7. To consider and approve the proposal regarding the engagement of external auditing firms for 2021;
  8. To consider and approve the proposal regarding the work report of Independent Non- executive Directors for 2020;
  9. To consider and approve the proposal regarding the Board's evaluation results of the performance of duties by Directors and senior management for 2020;
  10. To consider and approve the proposal regarding the remuneration distribution and settlement plan for Directors and Supervisors in 2020;
  11. To consider and approve the proposal regarding the work report of the Board of Supervisors for 2020;
  12. To consider and approve the proposal regarding the report on related-party/connected transactions for 2020;

- 2 -

LETTER FROM THE BOARD

  1. To consider and approve the proposal regarding the estimated caps of related-party/connected transactions for 2021;
  2. To consider and approve the proposal regarding the change of the domicile of the Bank;
  3. To consider and approve the proposal regarding the election of Ms. Sun Yan as an external Supervisor of the Bank;
  4. To consider and approve the proposal regarding the election of Mr. Wang Wenjian as a Shareholder Supervisor of the Bank;
  5. To consider and approve the proposal regarding the amendments to the Articles of Association;
  6. To consider and approve the proposal regarding the extension of the validity period of the authorization related to the public issuance of secondary capital bonds;
  7. To consider and approve the proposal regarding the general mandate to issue Shares.

Details of the proposals are set out on Appendix 1 to this circular.

3. THE AGM

The AGM will be held at 9:00 a.m. on Monday, May 24, 2021 at the conference room at 4/F of Bank of Gansu Tower, No. 525-1 Donggang West Road, Chengguan District, Lanzhou, Gansu Province, the PRC. Notice of the AGM is set out on pages 5 to 8 of this circular.

Whether or not you are able to attend the AGM, you are advised to read the notice of the AGM for 2020 carefully and to complete and return the proxy form that has been dispatched to you in accordance with the instructions printed thereon. H Shareholders shall return the proxy form 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, while holders of Domestic Shares shall return the proxy form to the registered office and the principal place of business of the Bank in the PRC at Bank of Gansu Tower, No. 525-1 Donggang West Road, Chengguan District, Lanzhou, Gansu Province, the PRC, by hand or by post as soon as possible and in any event no later than 24 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

- 3 -

LETTER FROM THE BOARD

However, taking into account the recent development of the COVID-19 pandemic, in order to facilitate the prevention and control of the pandemic and to safeguard the health and safety of the Shareholders and investors, the Bank encourages the Shareholders to adopt the appropriate way to vote, such as appointing the Chairman of the AGM as a proxy to vote on relevant resolution, instead of attending the AGM in person.

  1. VOTING BY POLL
    Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at the AGM must be taken by poll except where the chairman of the meeting decides to allow a resolution solely in respect of a procedural or administrative matter to be voted on by a show of hands. Therefore, all resolutions as set out in the notice of the AGM will be voted on by poll. The poll results will be published on the HKEXnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the website of the Bank at www.gsbankchina.com upon the conclusion of the AGM.
    To the best knowledge of the Bank, none of the Shareholders or their respective associates is deemed to have a material interest in any of the resolutions to be proposed at the AGM, and therefore no Shareholder is required to abstain from voting on any of the resolutions.
  2. RECOMMENDATION
    The Directors (including the Independent Non-executive Directors) consider that the resolutions set out in the notice of the AGM are in the interests of the Bank and its Shareholders as a whole. Therefore, the Board recommends you to vote in favor of the proposed resolutions mentioned above.

By Order of the Board

Bank of Gansu Co., Ltd.*

LIU Qing

Chairman

Lanzhou, Gansu Province

April 16, 2021

  • Bank of Gansu 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.
  • The qualification of Mr. LIU Wanxiang as a Director is subject to the approval of the competent regulatory authority.

- 4 -

NOTICE OF THE AGM

BANK OF GANSU CO., LTD.*

甘 肅 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: 2139)

NOTICE OF ANNUAL GENERAL MEETING FOR 2020

Notice is hereby given that the annual general meeting (the "AGM") of Bank of Gansu Co., Ltd. (the "Bank") for 2020 will be held at the conference room at 4/F of Bank of Gansu Tower, No. 525-1 Donggang West Road, Chengguan District, Lanzhou, Gansu Province, the PRC at 9:00 a.m. on Monday, May 24, 2021, to consider and, if thought fit, pass the following resolutions:

Ordinary Resolutions

  1. To consider and approve the proposal regarding the work report of the Board of Directors for 2020;
  2. To consider and approve the proposal regarding the financial audit report for 2020;
  3. To consider and approve the proposal regarding the final financial accounts report for 2020;
  4. To consider and approve the proposal regarding the profit distribution proposal for 2020;
  5. To consider and approve the proposal regarding the annual financial budget for 2021;
  6. To consider and approve the proposal regarding the annual report for 2020;
  7. To consider and approve the proposal regarding the engagement of external auditing firms for 2021;
  8. To consider and approve the proposal regarding the work report of Independent Non-executive Directors for 2020;
  9. To consider and approve the proposal regarding the Board's evaluation results of the performance of duties by Directors and senior management for 2020;
  10. To consider and approve the proposal regarding the remuneration distribution and settlement plan for Directors and Supervisors in 2020;

- 5 -

NOTICE OF THE AGM

  1. To consider and approve the proposal regarding the work report of the Board of Supervisors for 2020;
  2. To consider and approve the proposal regarding the report on related-party/connected transactions for 2020;
  3. To consider and approve the proposal regarding the estimated caps of related-party/connected transactions for 2021;
  4. To consider and approve the proposal regarding the change of the domicile of the Bank;
  5. To consider and approve the proposal regarding the election of Ms. Sun Yan as an external Supervisor of the Bank;
  6. To consider and approve the proposal regarding the election of Mr. Wang Wenjian as a Shareholder Supervisor of the Bank;

Special Resolutions

  1. To consider and approve the proposal regarding the amendments to the Articles of Association;
  2. To consider and approve the proposal regarding the extension of the validity period of the authorization related to the public issuance of secondary capital bonds;
  3. To consider and approve the proposal regarding the general mandate to issue Shares.

By order of the Board

Bank of Gansu Co., Ltd.*

LIU Qing

Chairman

Lanzhou, Gansu Province

April 16, 2021

- 6 -

NOTICE OF THE AGM

Notes:

  1. Voting by poll
    Pursuant to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "Listing Rules"), all resolutions will be voted on by poll at the AGM (except where the chairman decides to allow a resolution which relates 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 website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the website of the Bank (www.gsbankchina.com) in accordance with the Listing Rules.
  2. Eligibility for attending the AGM and closure of register of holders of H shares
    In order to determine the holders of H shares who are eligible to attend the AGM, the register of holders of H shares of the Bank will be closed from Monday, May 17, 2021 to Monday, May 24, 2021 (both days inclusive), during which period no transfer of H shares will be registered.
    In order to qualify for attending the AGM, share certificates accompanied by instruments of transfer must be lodged with the Bank's H share registrar, 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 Friday, May 14, 2021. Holders of H shares of the Bank whose names appear on the register of members of the Bank on Monday, May 24, 2021 are entitled to attend the AGM.
    A shareholder or his/her proxy should present proof of identity when attending the AGM. If a shareholder is a legal person, its legal representative or other person authorized by the board of directors or other governing body of such shareholder may attend the AGM by providing a copy of the resolution of the board of directors or other governing body of such shareholder appointing such person to attend the meeting.
  3. Proxy
    1. Each shareholder who has the right to attend and vote at the AGM convened by the above notice is entitled to appoint one or more proxies in writing to attend and vote on his/her behalf at the AGM. A proxy needs not be a shareholder of the Bank.
    2. The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorized in writing, or if the appointor is a legal entity, either under seal or signed by a director or a duly authorized attorney. If that instrument is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign or other document of authorization must be notarized.
      Holders of H shares shall lodge the proxy form, together with the notarized power of attorney or other authority, to 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 specified for holding the AGM.
    3. Completion and return of the proxy form will not preclude a shareholder from attending and voting in person at the AGM or any adjournment thereof should he/she so wish.
    4. In the case of joint shareholders and more than one of the shareholders attending the meeting, whether in person or by proxy, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the share register of the Bank in respect of the joint shareholding.

- 7 -

NOTICE OF THE AGM

4. Miscellaneous

  1. The AGM is expected to last for no more than half a working day. Shareholders and their proxies attending the meeting are responsible for their own traveling and accommodation expenses. However, taking into account the recent development of the COVID-19 pandemic, in order to facilitate the prevention and control of the pandemic and to safeguard the health and safety of the Shareholders and investors, the Bank encourages Shareholders to adopt the appropriate way to vote, such as appointing the Chairman of the AGM as a proxy to vote by poll on relevant resolution, instead of attending the AGM in person.
  2. For details of the proposals submitted to the AGM for consideration and approval, please refer to the relevant content in the circular of the AGM to be dispatched by the Bank in due course.
  3. None of the directors, supervisors, presidents and other senior management of the Bank has material interests in matters to be considered.
  4. Address of Computershare Hong Kong Investor Services Limited:
    Shops 1712-1716,
    17 Floor, Hopewell Centre
    183 Queen's Road East, Wanchai Hong Kong
    (for lodging the instruments of transfer)
    17M Floor, Hopewell Centre,
    183 Queen's Road East, Wanchai Hong Kong
    (for lodging the proxy form)
    Telephone: (852) 2862 8555
    Facsimile: (852) 2865 0990
  5. Registered Office of the Bank in the PRC:
    No. 122, Gannan Road, Chengguan District Lanzhou, Gansu Province
    The PRC
  6. Principal Place of Business of the Bank in the PRC:
    Bank of Gansu Tower
    No. 525-1 Donggang West Road, Chengguan District Lanzhou, Gansu Province
    The PRC
    Contact department: the Office of the Board
    Telephone: 86 (931) 877 0897
    Facsimile: 86 (931) 877 1877
    Contact person: Chen Yufeng (陳宇峰)

As of the date of this notice, the Board of Directors comprises Mr. LIU Qing and Mr. WANG Wenyong as executive Directors; Ms. WU Changhong, Ms. ZHANG Hongxia, Mr. GUO Jirong, Mr. ZHANG Youda and Mr. LIU Wanxiang** as non-executive Directors; and Ms. TANG Xiuli, Ms. LUO Mei, Mr. WONG Sincere and Mr. DONG Ximiao as independent non-executive Directors.

  • Bank of Gansu 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.
  • The qualification of Mr. Liu Wanxiang as a Director is subject to approval of the competent regulatory authority.

- 8 -

APPENDIX 1

MATTERS TO BE DEALT WITH AT THE AGM

ORDINARY RESOLUTIONS

  1. WORK REPORT OF THE BOARD OF DIRECTORS FOR 2020
    According to the Company Law and the Articles of Association, it is the authority and duty of the Shareholders' general meeting of the Bank to consider and approve the work report of the Board. The Work Report of the Board of Directors of Bank of Gansu Co., Ltd. for 2020 was considered and approved by the Board on March 29, 2021 and is hereby submitted to the AGM for consideration and approval as an ordinary resolution.
    The full text of the work report of the Board of Directors is set out in Annex 1 to this circular.
  2. FINANCIAL AUDIT REPORT FOR 2020
    According to the Articles of Association, ShineWing Certified Public Accountants LLP ("ShineWing") was engaged by the Bank to conduct 2020 annual financial audit for the Bank and issued the Financial Audit Report of Bank of Gansu Co., Ltd. for 2020. According to their audit opinion, the financial statements of Bank of Gansu are prepared in accordance with the PRC GAAP in all material respects and give a true and fair view of the financial position of Bank of Gansu as at December 31, 2020 and its operating results and cash flows for 2020. According to the audit results, as at December 31, 2020, total assets, total liabilities, total loans and advances, and net profit for the year of Bank of Gansu were RMB342,364 million, RMB310,899 million, RMB181,826 million and RMB562 million, respectively. The aforesaid financial audit report was considered and approved by the Board on March 29, 2021 and is hereby submitted to the AGM for consideration and approval as an ordinary resolution.
    For particulars of financial information of the Group for the year ended December 31, 2020 as audited under IFRS, please refer to the financial statements in the 2020 annual report of the Bank published on April 16, 2021.
  3. FINAL FINANCIAL ACCOUNTS REPORT FOR 2020
    The Final Financial Accounts Report for 2020 of Bank of Gansu Co., Ltd. was considered and approved by the Board on March 29, 2021 and is hereby submitted to the AGM for consideration and approval as an ordinary resolution, details of which are set forth as follows:
    The final financial accounts for 2020 were completed by the Bank in accordance with applicable regulations. The financial statements for the year ended December 31, 2020 have been audited in accordance with the IFRS, and the final financial accounts of the Bank for 2020 are set out below:
    As at the end of 2020, the total assets of the Bank amounted to RMB342,364 million, and the total assets of parent company amounted to RMB341,345 million; the total liabilities of the Bank amounted to RMB310,899 million, and the total liabilities of parent company amounted
    • 9 -

APPENDIX 1

MATTERS TO BE DEALT WITH AT THE AGM

to RMB309,949 million; the balance of Shareholders' equity of the Bank and that of the parent company amounted to RMB31,465 million and RMB31,396 million, respectively. The operating revenue of the Bank and that of the parent company amounted to RMB6,519 million and RMB6,475 million, respectively. Profit before tax of the Bank and that of the parent company amounted to RMB421 million and RMB407 million, respectively. Net profit of the Bank and that of the parent company amounted to RMB562 million and RMB551 million, respectively.

4. PROFIT DISTRIBUTION PROPOSAL FOR 2020

According to the Profit Distribution Proposal for 2020 of Bank of Gansu Co., Ltd. considered and approved by the Board on March 29, 2021, the profit distribution proposal for 2020 is set forth as follows:

Considering the Shareholders' interests, the Bank's future development and other factors and in accordance with the requirements of relevant laws and regulations and the Articles of Association, the Board proposed the profit distribution proposal for 2020 as follows:

  1. to appropriate 10% of net profit for the year (being RMB55,110,000) to statutory surplus reserve.
  2. to appropriate 10% of net profit for the year (being RMB55,110,000) to discretionary surplus reserve.
  3. to appropriate RMB65,507,000, representing 1.5% of the risk-bearing assets to the general risk reserve according to the Administrative Measures for the Provisioning for Reserves of Financial Institutions ([2012] No. 20) ( 金融企業準備金計提管理辦法》([2012]20)) promulgated by the Ministry of Finance of the People's Republic of China.
  4. the Bank proposes not to distribute any dividends for the year 2020 according to the Bank's capital budget arrangement for 2021 after comprehensively taking into account the need for future growth in a long run as well as other factors.
  5. the remaining retained earnings of the parent company of RMB4,109,607,100 will be carried forward to the next year.

The profit distribution proposal for 2020 was considered and approved by the Board on March 29, 2021 and is hereby submitted to the AGM for consideration and approval as an ordinary resolution.

- 10 -

APPENDIX 1

MATTERS TO BE DEALT WITH AT THE AGM

5. ANNUAL FINANCIAL BUDGET FOR 2021

According to the Annual Financial Budget for 2021 of Bank of Gansu Co., Ltd. considered and approved by the Board on March 29, 2021, the annual financial budget for 2021 is set forth as follows:

Based on demand of the Bank for strategic plan and business development needs, the Bank will control its total business and administrative expenses budget for 2021 within RMB2.215 billion, representing a decrease of RMB24 million as compared to 2020. In addition, the Bank will control its cost-to-income ratio for 2021 within 35%.

In 2021, the Bank intends to arrange capital expenditure of approximately RMB647 million, representing a decrease of RMB52.34 million as compared with the budget of previous year, which primarily include:

  1. RMB415.51 million is expected to be used for purchase of office building and the supporting electronic facilities, furnishings and fittings.
  2. RMB131.85 million is expected to be used for software investment.
  3. RMB32.42 million is expected to be used for long-term investment to be amortized.
  4. RMB67.80 million is expected to be used for the "Digital Gansu" project(1).

The annual financial budget for 2021 was considered and approved by the Board on March 29, 2021 and is hereby submitted to the AGM for consideration and approval as an ordinary resolution.

6. ANNUAL REPORT FOR 2020

The annual report for 2020 was considered and approved by the Board on March 29, 2021 and is hereby submitted to the AGM for consideration and approval as an ordinary resolution. The annual report for 2020 of the Bank was published on the HKExnews website of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the website of the Bank (http://www.gsbankchina.com) on April 15, 2021, and dispatched to the Shareholders on April 16, 2021.

Note:

1. "Digital Gansu" means to fully share and utilize social information resources on the basis of modern information technology, and make cities more intelligent, education resources more reasonably optimized, medical insurance faster and more efficient, travel safer and more orderly, and scene consumption more convenient and smooth through Internet of Things, Internet and intelligence. Financial services are playing an increasingly important role in digital cities, which also implies huge business space. "Digital Gansu" mainly includes items such as "Digital Hospital", "Digital School", "Digital Scenic Spots" and "Digital Scene".

- 11 -

APPENDIX 1

MATTERS TO BE DEALT WITH AT THE AGM

  1. ENGAGEMENT OF EXTERNAL AUDITING FIRMS FOR 2021
    In order to maintain the continuity and completeness of audit work of the Bank, the Board proposed to re-appoint (1) ShineWing Certified Public Accountants LLP as the external PRC auditor of the Bank for 2021 to provide auditing services in the PRC and related constancy services in accordance with the PRC GAAP, and (2) SHINEWING (HK) CPA Limited as the external international auditor of the Bank for 2021 to provide auditing and review services overseas in accordance with the IFRS.
    The terms of engagement of the above external auditors shall commence from the date of approval of this proposal by the AGM and shall expire at the convening of the annual general meeting for 2021 of the Bank. Audit fees for the 2021 interim financial report and the 2020 annual financial report shall not exceed RMB5.0 million; and other relevant consultation fees for 2021 shall be determined based on the prevailing market rates.
    The Proposal Regarding the Engagement of External Auditing Firms for 2021 of Bank of Gansu Co., Ltd. was considered and approved by the Board on March 29, 2021 and is hereby submitted to the AGM for consideration and approval as an ordinary resolution.
  2. WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS FOR 2020
    The work report of Independent Non-executive Directors for 2020 was considered and approved by the Board on March 29, 2021 and is hereby submitted to the AGM for consideration and approval as an ordinary resolution.
    Particulars of the aforesaid work report of Independent Non-executive Directors for 2020 are set out in Annex 2 to this circular.
  3. THE BOARD'S EVALUATION RESULTS ON THE PERFORMANCE OF DUTIES BY DIRECTORS AND SENIOR MANAGEMENT FOR 2020
    In order to strengthen the assessment and management of Directors and senior management by the Board of the Bank and urge Directors and senior management to better perform their duties, the Bank has formulated the Performance Evaluation Plan for Directors and Senior Management by the Board of Directors of Bank of Gansu for 2020 in accordance with the requirements of the Guidelines on Corporate Governance of Commercial Banks, Measures on Performance Evaluation of Directors of Commercial Banks (Trial) ( 商業銀行董事履職評價辦法(試行)), the Articles of Association of Bank of Gansu Co., Ltd., the Measures for the Evaluation of Performance of Directors by the Board of Directors of Bank of Gansu Co., Ltd. (Provisional) and the Measures for the Evaluation of Performance of Senior Management by the Board of Directors of Bank of Gansu Co., Ltd. (Provisional), etc., to conduct annual performance evaluation on Directors and senior management who have performed their duties in the Bank for at least six months and have

- 12 -

APPENDIX 1

MATTERS TO BE DEALT WITH AT THE AGM

obtained the qualification approval from the banking regulatory authorities. The evaluation was conducted in the following ways: (I) for the non-executive Directors appointed by Shareholders, the self-evaluation by the Directors, comprehensive evaluation by Shareholders and comprehensive evaluation by the Board were adopted; (II) independent Directors and senior management are evaluated in a combination of submission of personal work reports, self-assessment and comprehensive assessment by the Board of the Bank; (III) the Directors and senior management who have performed their duties in the Bank for less than six months will not be evaluated, and the resigned Directors and senior management will be evaluated in a comprehensive manner based on their annual performance of duties; and (IV) the evaluation results are classified into three categories: competent, basically competent and incompetent.

Evaluation results of the Board on the performance of duties of the Directors upon comprehensive assessment are set out as below:

Name

Position

Evaluation Results

Liu Qing

Executive Director

Competent

Wang Wenyong

Executive Director

Competent

Wu Changhong

Non-executive Director

Competent

Zhang Hongxia

Non-executive Director

Competent

Guo Jirong

Non-executive Director

Competent

Zhang Youda

Non-executive Director

Competent

Tang Xiuli

Independent Non-executive Director

Competent

Luo Mei

Independent Non-executive Director

Competent

Wong Sincere

Independent Non-executive Director

Competent

Dong Ximiao

Independent Non-executive Director

Competent

Evaluation results of the Board on the performance of duties of the senior management upon comprehensive assessment are set out as below:

Name

Position

Evaluation Results

Wang Wenyong

President

Competent

Qiu Jinhu

Vice President

Competent

Hao Jumei

Vice President, Secretary to the Board

Competent

Chen Jinhui

Vice President

Competent

Du Jing

Vice President

Competent

Note: Mr. Liu Wanxiang has not yet obtained the qualification of Director approved by regulatory authorities, and no evaluation will be made according to regulatory requirements.

- 13 -

APPENDIX 1

MATTERS TO BE DEALT WITH AT THE AGM

The performance evaluation plan for Directors and senior management by the Board for 2020 was considered and approved by the Board on March 29, 2021 and is hereby submitted to the AGM for consideration and approval as an ordinary resolution.

  1. REMUNERATION DISTRIBUTION AND SETTLEMENT PLAN FOR DIRECTORS AND SUPERVISORS IN 2020
    The remuneration distribution and settlement plan for Directors and Supervisors in 2020 was considered and approved by the Board on March 29, 2021 and is hereby submitted to the AGM for consideration and approval as an ordinary resolution.
    The aforesaid remuneration distribution and settlement plan for Directors and Supervisors in 2020 is set out in Annex 3 to this circular.
  2. WORK REPORT OF THE BOARD OF SUPERVISORS FOR 2020
    The work report of the Board of Supervisors for 2020 was considered and approved by the Board of Supervisors on March 29, 2021 and is hereby submitted to the AGM for consideration and approval as an ordinary resolution.
    The aforesaid work report of the Board of Supervisors for 2020 is set out in Annex 4 to this circular.
  3. REPORT ON RELATED-PARTY/CONNECTED TRANSACTIONS FOR 2020
    The report on related-party/connected transactions for 2020 was considered and approved by the Board on March 29, 2021 and is hereby submitted to the AGM for consideration and approval as an ordinary resolution.
    The aforesaid report on related-party/connected transactions for 2020 is set out in Annex 5 to this circular.
  4. ESTIMATED CAPS OF RELATED PARTY/CONNECTED TRANSACTIONS FOR 2021
    Pursuant to relevant regulations of CBIRC and the Measures on Management of Related Party/ Connected Transactions of Bank of Gansu Co., Ltd., the Bank proposed the estimated cap of ordinary related party transactions for 2021 with four related legal persons including Gansu Province Highway Aviation Tourism Investment Group Co., Ltd. and their controlled subsidiaries, and related natural persons. In order to further improve the scientific nature and flexibility in management of related-party transactions and improve the approval efficiency of related-party transactions, while ensuring the compliance operation of related-party transactions, the Bank proposes that the management be authorized by the Shareholders' general meeting and the Board to make adjustments to the estimated amount for related single (or group) legal person and related

- 14 -

APPENDIX 1

MATTERS TO BE DEALT WITH AT THE AGM

natural persons up to the estimated cap of related-party transactions in connection with credit facilities with reference to the best practice in the industry under the premise of compliance with the requirement in relation to the prescribed limit under regulatory rules, and file the same with the related-party transactions and risk management committee. The aforesaid estimated cap of related- party/connected transactions for 2021 was considered and approved by the Board on March 29, 2021 and is hereby submitted to the AGM for consideration and approval as an ordinary resolution.

The aforesaid estimated caps of related-party/connected transactions for 2021 are set out in Annex 6 to this circular.

  1. CHANGE OF THE DOMICILE OF THE BANK
    The Bank proposes to change the registered address from No. 122, Gannan Road, Chengguan District, Lanzhou, Gansu Province to No. 525-1, Donggang West Road, Chengguan District, Lanzhou, Gansu Province for its development needs, details of which is subject to the approval and registration of the market regulatory authorities.
    The proposal regarding the change of the domicile of the Bank was considered and approved by the Board on March 29, 2021, and is hereby submitted to the AGM for consideration and approval as an ordinary resolution.
  2. ELECTION OF MS. SUN YAN AS AN EXTERNAL SUPERVISOR OF THE BANK
    Reference is made to the announcements of the Bank dated October 16, 2019 and April 1, 2021, in relation to the resignation and appointment of an external Supervisor of the Bank. Upon careful consideration, the Board of Supervisors proposed to appoint Ms. Sun Yan (孫岩) as an external Supervisor of the Bank to fill the vacancy of Supervisors resulting from the resignations of Mr. Yang Zhenjun, an external Supervisor of the Bank. The proposal is hereby submitted to the AGM for consideration and approval as an ordinary resolution.
    The biographical details of Ms. Sun Yan are as follows:
    Ms. Sun Yan, aged 39, graduated from the Business School of Nankai University (南開大學) with a doctorate in accounting, professor, postgraduate tutor, visiting scholar of Nanyang Technological University of Singapore and University of Massachusetts, United States, National Accounting Leading (Backup) Talent (Academic) (全國會計領軍(後備)人才(學術類)), and a non-practicing member of Chinese Institute of Certified Public Accountants. Ms. Sun Yan has been working at Lanzhou University (蘭州大學) since July 2009, and was promoted as a postgraduate tutor in 2012 and a professor in May 2017. From February 2013 to March 2019, she served as the dean of the Accounting Department of the School of Management of Lanzhou University, and from June 2014 to June 2018, she was the project director of the Association of Chartered Certified Accountants

- 15 -

APPENDIX 1

MATTERS TO BE DEALT WITH AT THE AGM

(ACCA) project of School of Management of Lanzhou University. From September 2014 to January 2017, she served as the project director of the Master of Professional Accounting (MPAcc) project of School of Management of Lanzhou University. She is currently the deputy director of the Institute of Operations and Finance, School of Management of Lanzhou University.

To the best knowledge of the Directors of the Bank, save as disclosed above, Ms. Sun Yan did not hold any directorship in any public companies the securities of which are listed on any securities market in Hong Kong or overseas for the past three years, nor has she held any other position with the subsidiary(ies) of the Bank; Ms. Sun Yan does not have any relationship with any Directors, Supervisors, senior management or substantial Shareholders of the Bank. As at the Latest Practicable Date, she does not have any interests in the Shares of the Bank within the meaning of Part XV of the Securities and Futures Ordinance of Hong Kong (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, there are no matters concerning the appointment of Ms. Sun Yan that are required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any other matters that need to be brought to the attention of the Shareholders of the Bank.

As at the Latest Practicable Date, the Bank has not entered into service contract with Ms. Sun Yan. Unless adjustment is required by the relevant applicable laws and regulations, the term of office of Ms. Sun Yan shall be the same as the current session of the Board of Supervisors. Ms. Sun Yan, as an external Supervisor of the Bank, is expected to receive an annual remuneration and allowance of RMB142,900.

The proposal above was considered and approved by the Board of Supervisors, and is hereby submitted to the AGM for consideration and approval.

16. ELECTION OF MR. WANG WENJIAN AS A SHAREHOLDER SUPERVISOR OF THE BANK

Reference is made to the announcements of the Bank dated May 27, 2020 and April 1, 2021, in relation to the resignation and appointment of a Shareholder Supervisor of the Bank. Upon careful consideration, the Board of Supervisors proposed to appoint Mr. Wang Wenjian (王文 建) as a Shareholder Supervisor of the Bank to fill the vacancy of Supervisors resulting from the resignations of Mr. Liu Yongchong, a Shareholder Supervisor of the Bank. The proposal is hereby submitted to the AGM for consideration and approval as an ordinary resolution.

- 16 -

APPENDIX 1

MATTERS TO BE DEALT WITH AT THE AGM

The biographical details of Mr. Wang Wenjian are as follows:

Mr. Wang Wenjian, aged 48, graduated from Lanzhou Business School (蘭州商學院) currently renamed as Lanzhou University of Finance and Economics (蘭州財經大學) with a bachelor degree, and is a senior accountant. He has extensive experience in financial accounting and listing management. From September 1994 to February 2003, Mr. Wang worked as an accountant in the Finance Department of Gansu Coal No. 1 Engineering Co., Ltd. (甘肅煤炭第一工程公司). From March 2003 to May 2005, he was successively engaged in finance, reform of corporate system and secretarial work in the bankruptcy office and board secretary office of Jingyuan Coal Industry Limited. From June 2005 to July 2020, Mr. Wang worked at Gansu Jingyuan Coal Industry and Electricity Power Co., Ltd. (甘肅靖遠煤電股份有限公司), and successively served as deputy chief financial officer, chief financial officer, deputy director of the securities department, secretary to the board of directors, and director of the securities department and head of the asset finance department, and has acted as a director of the same company since September 2018. From April 2020 to present, Mr. Wang has served as the chief financial officer of Jingyuan Coal Industry Group Co., Ltd. (靖遠煤業集團有限責任公司).

To the best knowledge of the Directors of the Bank, save as disclosed above, Mr. Wang Wenjian did not hold any directorship in any public companies the securities of which are listed on any securities market in Hong Kong or overseas for the past three years, nor has he held any other position with the subsidiary(ies) of the Bank; Mr. Wang Wenjian does not have any relationship with any Directors, Supervisors, senior management or substantial Shareholders of the Bank. As at the Latest Practicable Date, he does not have any interests in the Shares of the Bank within the meaning of Part XV of the Securities and Futures Ordinance of Hong Kong (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, there are no matters concerning the appointment of Mr. Wang Wenjian that are required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any other matters that need to be brought to the attention of the Shareholders of the Bank.

As at the Latest Practicable Date, the Bank has not entered into service contract with Mr. Wang Wenjian. Unless adjustment is required by the relevant applicable laws and regulations, the term of office of Mr. Wang Wenjian shall be the same as the current session of the Board of Supervisors. Mr. Wang Wenjian, as a Shareholder Supervisor, will not receive remuneration from the Bank.

The proposal above was considered and approved by the Board of Supervisors, and is hereby submitted to the AGM for consideration and approval.

- 17 -

APPENDIX 1

MATTERS TO BE DEALT WITH AT THE AGM

SPECIAL RESOLUTIONS

17. AMENDMENTS TO THE ARTICLES OF ASSOCIATION

In view of the proposed change of registered address of the Bank, according to the relevant requirements under the PRC Company Law, the Bank proposes to make amendments to the relevant provision of the Articles of Association. Details of the amendments are set out as follows:

ORIGINAL ARTICLE

AMENDED ARTICLE

Article 4 Domicile of the Bank: No. 122,

Article 4 Domicile of the Bank: No. 122,

Gannan Road, Chengguan District, Lanzhou,

Gannan Road,No. 525-1 Donggang West

Gansu Province, postal code: 730000.

Road, Chengguan District, Lanzhou, Gansu

Province, postal code: 730000.

The proposal regarding the amendments to the Articles of Association was considered and approved by the Board on March 29, 2021, and is hereby submitted to the AGM for consideration and approval as a special resolution. The amended article of Articles of Association will take effect upon approval by the banking regulatory authorities of China after consideration and approval as a special resolution by the Shareholders at the AGM.

18. EXTENSION OF THE VALIDITY PERIOD OF THE AUTHORIZATION RELATED TO PUBLIC ISSUANCE OF SECONDARY CAPITAL BONDS

References are made to the circular dated April 17, 2020 and the announcements dated June 3, 2020 and June 9, 2020 of the Bank, in relation to the Proposal Regarding the Public Issuance of Secondary Capital Bonds approved by the Bank at the annual general meeting for 2019. The relevant issuance proposal shall be valid for 18 months from the date of approval of the annual general meeting for 2019 (i.e. June 3, 2020).

In view of the change of the latest bond market environment and the requirements of approval procedures of regulatory authorities, the Bank proposed to extend the validity period of the Proposal Regarding the Public Issuance of Secondary Capital Bonds resolved and approved at the annual general meeting for 2019 to 18 months from the date of approval of the AGM, and other contents of the proposal remained unchanged.

- 18 -

APPENDIX 1

MATTERS TO BE DEALT WITH AT THE AGM

Details of the proposals in relation to the issuance of secondary capital bonds by the Bank are set out as follows:

  1. To approve the issuance of secondary capital bonds by the Bank on the following terms and conditions, subject to approval by the AGM and relevant regulatory authorities:
    1. Total issue amount: not more than RMB5 billion;
    2. Bond type: bond capital instruments that meet the requirements of the Measures for Capital Management of Commercial Banks (Provisional);
    3. Target market: national inter-bank bond market;
    4. Duration: not more than 10 years (inclusive);
    5. Interest rate: to be determined with reference to the market interest rates;
    6. Use of proceeds: to replenish supplementary capital of the Bank; and
    7. Validity period of the resolution: within 18 months from the date of approval of the issuance of secondary capital bonds by the AGM.
  2. It is proposed that the authorization to the Board be submitted to the general meeting for consideration and approval, and that subject to the authorization of the general meeting, the Board be authorized to delegate its authorization to the management to determine and attend to other terms and specific matters concerning the issuance of the capital replenishment bonds in accordance with rules promulgated by relevant departments and requirements of relevant regulatory authorities, including but not limited to signing relevant documents, attending to all relevant matters such as submitting application to relevant regulatory authorities, and ensuring the immediate write-down of the secondary capital bonds upon the occurrence of the triggering events as specified. The validity period of the authorization granted by the AGM to the Board shall coincide with that of the resolution regarding the issuance of secondary capital bonds.

The proposal regarding the extension of the validity period of the authorization related to the public issuance of secondary capital bonds was considered and approved by the Board on March 29, 2021, and is hereby submitted to the AGM for consideration and approval as a special resolution.

- 19 -

APPENDIX 1

MATTERS TO BE DEALT WITH AT THE AGM

19. GENERAL MANDATE TO ISSUE SHARES

The Proposal Regarding the General Mandate to Issue Shares of Bank of Gansu Co., Ltd. was considered and approved by the Board on March 29, 2021 and is hereby submitted to the AGM for consideration and approval as a special resolution.

The particulars of such proposal are set out in Annex 7 to this circular.

- 20 -

ANNEX 1

WORK REPORT OF THE BOARD OF DIRECTORS FOR 2020

Dear Shareholders:

2020 is an extraordinary year in the history of Bank of Gansu. In the face of the impact of the pandemic and the complex and severe domestic and international economic and financial trends, the Board of Directors earnestly implemented the spirits of the 19th National Congress of the Communist Party of China, the Second, Third, Fourth and Fifth Plenary Sessions of the 19th Central Committee of the Communist Party of China and the Central Economic Working Conference, adhered to the general principle of seeking progress while working to keep performance stable, sought opportunities in crisis and fulfilled its duties diligently. Focusing on the three major tasks of "serving the real economy, preventing and controlling financial risks, and deepening financial reform", and the main target of high-quality development, the Bank continued to improve the corporate governance system, steadily pushed forward the strategic transformation, and strengthened the risk compliance management. The Bank achieved an excellent outcome by overcoming difficulties and improving stability, considerably mitigated risk exposure, kept asset quality generally controllable, continuously enhanced capital strengths and gradually optimized business structure, thus realising the sustainable and healthy development of the Bank as a whole.

  1. PRINCIPAL WORK OF THE BOARD IN 2020
    1. Operation and management progressed steadily thanks to scientific judgment of situation and policy
      In 2020, the Board assessed the situation and had an accurate understanding of the accurate orientation of macroeconomic policies and regulatory requirements. Firstly, by adhering to the concept of "high-quality development" and the principle of customer-oriented business operation, focusing on risk prevention and compliance management through professional capability enhancement, and combining its own development reality and market competition, the Bank continuously strengthened the strategic leading role and enhanced the strategic management capability, and carried out the preparation of the five-year development strategy plan of the Bank of Gansu; focusing on deepening the reform, business development, product design and the construction of five major systems, the Bank further clarified the strategic objectives and transformation direction of the Bank, effectively fulfilled the ultimate responsibility of the Board for the operation and management of the Bank, and took new steps in strategic planning. Secondly, by formulating its annual business plan scientifically, listening to business analysis regularly, making timely adjustment to its business strategies, the Bank, based on the regional development strategy, focused on the provincial key projects, took on the mission of serving local economic development, and provided enormous support to the development of private and small and medium-sized enterprises, resulting in a steady increase in various business indicators. The Bank ranked 331st in the world and 58th among

- 21 -

ANNEX 1

WORK REPORT OF THE BOARD OF DIRECTORS FOR 2020

Chinese banks in the list of "2020 Top 1000 Global Banks" released by the British Magazine "the Banker"; 48th in the "China Top 100 Banks List" released by the China Banking Association. It was awarded the "Top 10 Fintech Innovation Awards", "Excellent City Commercial Bank for Banking Wealth Management Information Registration", "The Best Green Financial Innovation Award", "National Advanced Collective of Internal Audit", "Most Featured Mobile Banking Function Award", and awarded the "Provincial Governor Financial Award" issued by the People's Government of Gansu Province for the seventh time.

As at the end of 2020, the Bank had total assets of RMB342,364 million, achieving steady growth; the balance of various loans amounted to RMB181,826 million, representing an increase of RMB11,300 million as compared to the end of last year; the total liabilities reached RMB310,899 million, remained flat as compared with that of the previous year; the balance of general deposits amounted to RMB249,678 million, representing an increase of RMB12,800 million as compared with the end of the previous year, the owner's equity was RMB31,465 million or 27.45%. While the business structure was substantially adjusted, the size indicator maintained a stable growth trend. The Bank recorded net profit of RMB562 million, representing a year-on-year increase of 9.98%; the rates of return on assets and return on capital reached 0.17% and 2.00%, respectively; the non-performing loan ratio was 2.28%, and the provision coverage rate was 131.23%; the capital adequacy ratio was 13.4% and the tier-one capital adequacy ratio was 12.9%, representing a significantly optimization in major regulatory indicators as compared with last year, and well completed the goals and tasks of annual operation and management.

  1. Corporate governance was optimized continuously and the quality and efficiency of governance continued to level up
    In 2020, the Board continued to insist on integrating the leadership of the Party into each aspect of corporate governance, actively explored ways and means to give full play to the core role of the Party under the corporate governance structure, amended the Articles of Association, the Rules of Procedure of the Shareholders' General Meeting and the Rules of Procedure for the Board; improved the plan on authorization of the shareholders' general meeting to the Board and the plan for authorization to management by the Board; formulated rules of procedure for the consumer rights protection committee, insisted on the leadership of the party building, lay a solid foundation for governance and continued to improve the corporate governance structure and operational mechanism. During the year, the "shareholders' general meeting, the Board of Directors, the Board of Supervisors and the senior management" have clear responsibilities and operate independently. They cooperated with each other to achieve effective checks and balances, and organized and convened one AGM, at which 20 resolutions were considered and approved; one EGM, at which 6 resolutions were considered and approved; 2 class meetings, at which 12 resolutions were considered and approved; 5 Board meetings, at which 62 resolutions

- 22 -

ANNEX 1

WORK REPORT OF THE BOARD OF DIRECTORS FOR 2020

were considered and approved; 10 meetings of the special committees under the Board, at which 52 resolutions were considered and approved. The matters considered covered the Bank's business development, profit distribution, capital increase and share expansion, system revision, related party transactions, internal control and compliance and other aspects, which ensured the efficient operation and core central position of the shareholders' general meetings and Board. In the face of the impact of the pandemic, the Bank, on the premise of ensuring legality and compliance, innovated ways and methods to strengthen communication and coordination, provided effective channels to safeguard shareholders and directors in performing their duties, reported major issues to shareholders and directors in a timely manner, and gave effective play to independent Directors and special committees in supporting and supervising the decision-making process of the Bank's corporate governance and operation management, thereby enhancing the quality and efficiency of corporate governance. At the same time, the Bank continued to improve the governance of related party transactions, implemented dynamic management to all lists of related parties, strictly examined and approved the prices of related party transactions to ensure the fairness of related party transactions; continuously improved duty performance capabilities of directors and senior management, and effectively promote the directors and senior management of the Bank to fulfill their duties with diligence by conducting training and formulating appraisal methods of directors and senior management from the Board.

  1. Served for national and local development strategies and actively fulfilled social responsibilities
    The year 2020 is the last year of building a well-off society in an all-round way and the 13th Five-Year Plan. The Bank thoroughly implemented the major decisions and deployments of the Party Central Committee, the State Council, the Provincial Party Committee and the Provincial Government, continuously improved the alignment of its financial services with the national strategic layout, and actively fulfilled the social responsibilities. Firstly, the Bank made every effort in the pandemic prevention and control by active response and careful deployment. A series of scientific prevention and control measures have been taken to fight against the pandemic with all efforts, which effectively ensured the health and safety of employees and customers. The Bank donated RMB3 million to the Provincial Red Cross to support pandemic prevention and control, and innovatively launched a variety of anti-pandemic characteristic financial products to support the pandemic prevention and control work in our province. Secondly, the Bank provided full support to relieve enterprises of difficulties. It granted extension and loan renewal and deferred interest payments for enterprises affected by the pandemic, and fully implemented the policy of fee reduction and profit concession, with a total profit concession of RMB493 million for the real economy throughout the year. Thirdly, the Bank conscientiously performed work for "stability on the six fronts" and "security in the six areas". Through organising seminars between banks, governments and enterprises, the Bank learned the needs of enterprises in a timely manner,

- 23 -

ANNEX 1

WORK REPORT OF THE BOARD OF DIRECTORS FOR 2020

granted more loans for provincial key projects, ten major ecological industries and private small and micro enterprises with a cumulative amount of RMB15.8 billion, and continuously improved its ability of enterprise stabilization and employment security, so as to strengthen the supporting effect of finance on the real economy. Fourthly, the Bank fully supported poverty alleviation. Taking poverty alleviation as its biggest political responsibility at all times, the Bank coordinated and promoted poverty alleviation through finance, targeted assistance and poverty alleviation through consumption, and granted special industries loans, small loans for poverty alleviation, and "start-up loans", amounting to RMB27 billion in aggregate. The Bank made every effort to carry out targeted assistance. All the 59 assisted villages and 3,963 households with 16,700 people in the province that were linked with authorities at all levels of the Bank were lifted out of poverty.

(IV) Strengthened comprehensive risk management and stuck to bottom lines for risk prevention and control

In 2020, the Board continued to strengthen comprehensive risk management, with major progress made in risk resolution and risk management capabilities effectively improved. Firstly, the Bank firmly established a bottom-line thinking. With the strong support from relevant national ministries and commissions, the Provincial Party Committee and the Provincial Government, the Bank treated risk mitigation as the top priority for the whole bank, conscientiously performed the main responsibility, which led to smooth progress in risk mitigation, effective disposal of non-performing assets, full restoration of main indicators, and effectively stabilized fundamentals for operation and development. Secondly, the Bank established a special asset management center, implemented responsibilities at all levels, and accelerated the progress of risky asset disposal; it systematically implemented asset quality management and control measures and formulated implementation plans for asset quality management and control, with expected goals for asset quality control basically achieved and operating conditions significantly improved. Thirdly, the Bank deepened the construction of a comprehensive risk management system. It strictly implemented limit management measures, formulated credit policy guidelines, ensured the strategic focus on business development, continuously adjusted and optimized the structure of credit business; and continued to improve the risk management system in terms of risk appetite, risk strategy and other aspects. Fourthly, the Bank consolidate its foundation of internal control and compliance management. It continue to optimize its internal control mechanism and formulate the "Plan for Internal Control and Compliance System of Bank of Gansu"; it further improved its system of management through rules and regulations, formulated a number of management measures related to anti-money laundering, carried out anti-money laundering self-examination and rectification, and encouraged the whole bank to advocate an anti-money laundering and compliance culture; its carried out "retrospective review" on basic management work, fully launched risk data governance work, gradually standardized file and process management, and continuously improved post-loan and post-investment

- 24 -

ANNEX 1

WORK REPORT OF THE BOARD OF DIRECTORS FOR 2020

management levels; it strengthened supervision, inspection, rectification and accountability work, standardized rectification processes and took accountability mechanism seriously, effectively performed rectification duties based on a problem-solving principle; it focused on improving the quality and effectiveness of internal audit and supervision, gave full play to the role of external audit, and regularly communicated to understand its financial report information and ensure effective supervision and control by the Board.

  1. Successfully completed capital and share increase and effectively enhanced capital strength

In 2020, under the guidance and help of the Provincial Party Committee, the Provincial Government and regulatory authorities at all levels, and with the strong support from the shareholder companies, the Board made active and coordinated efforts for nine months, and successfully completed the capital and share increase, issued 5 billion Shares, comprising 3.75 billion Domestic Shares and 1.25 billion H Shares, and raised proceeds of RMB6.29 billion, which were entirely used to replenish the core tier-one capital. After the completion of issuance of additional Shares, the proportion of state-owned Shares reached 66.26%, the capital adequacy level and equity structure were further optimized, and the risk resistance ability and comprehensive competitiveness were significantly enhanced, which greatly boosted market confidence and made the Bank the first H Shares listed company in the country which has completed both private issuance of Domestic Shares and non-public issuance of H Shares after the revision of the Measures for the Supervision and Administration of Non-listed Public Companies issued by the CSRC in 2019.

(VI) Obligation of information disclosure was fulfilled and sound market image was preserved

The Board earnestly fulfilled the obligation of information disclosure, conducted information disclosure in a standardized and efficient way, continuously improved operation management transparency, and disclosed corporate governance and operation management information in a timely, accurate and comprehensive manner in strict accordance with the requirements of domestic and overseas regulatory requirements. Throughout the year, the Bank made disclosure for a total of 48 times including annual report, interim report, results reports, social responsibility report, related party transaction and various types of announcements and interim announcements. Based on the demands of investors, the Bank continued to standardize management of inside information and the insiders, and has thus effectively ensured the investors' right to know and safeguarded the legitimate rights and interests of shareholders.

- 25 -

ANNEX 1

WORK REPORT OF THE BOARD OF DIRECTORS FOR 2020

(VII) Equity management was continuously strengthened to ensure equity stability

In strict accordance with the Interim Measures for the Equity Management of Commercial Banks and the domestic and overseas regulatory requirements, the Bank strengthened daily communication with domestic and overseas equity trustee agency and the share registrar, and continuously standardized the inquiry, transfer and pledge of shareholders' equity; in strict accordance with the penetration principle, strengthened the investigation on shareholders' qualifications, and formed an annual assessment report on the basic situation of major shareholders, which was submitted to the Board for consideration and approval; strengthened the information construction of equity management to establish a regular information communication mechanism; and ensured the overall stability of the equity by fully coordination the liquidation of the shares held by problematic shareholders. It conducted in-depth communication and exchange with investors by way of accepting investors' calls and visits, return visits to institutional investors, accepting interviews with the media, etc. and answered questions related to the Bank's business strategy, business development, risk management, etc. In the meantime, the Bank paid close attention to the fluctuation of the capital market and the share price performance of the Bank, and implemented market value management and public opinion management effectively while creating a good investment environment for investors.

  1. WORK ARRANGEMENT OF THE BOARD FOR 2021
    1. Emphasize strategic guidance and achieve high quality development

The year 2021 is the first year of the 14th Five-Year Plan and the next five-year development strategic plan of the Bank. The Board will devote greater efforts to the judgment and analysis over macro-economic and financial trends, get down to and determine the business schemes, so as to exert the effect of strategic guidance, keep in mind the mission of serving the real economy, cater to the overall development of the province, continue to perform the work for "stability on the six fonts" and "security in the six areas" work, unblock the financial support service channels, incorporate new development concepts and high-quality development requirements to all tasks, and promote the high-quality development of the Bank of Gansu in promoting the regional economic and social development.

  1. Strengthen corporate governance and improve operation mechanism
    The Board will continue to consummate and improve the corporate governance standards, give full play to the core leadership role of the Party Committee in light of the latest regulatory requirements, the strategic decision-making role of the Board, the legal

- 26 -

ANNEX 1

WORK REPORT OF THE BOARD OF DIRECTORS FOR 2020

supervision role of the Board of Supervisors and the operation and management role of the senior management to ensure the scientific and stable operation of the governance structure comprising the "shareholders' general meeting, the Board of Directors, the Board of Supervisors and the senior management". The Board will further strengthen the management of shareholders' equity, improve other supporting measures for management of equity pledge and related party transactions, regulate the behaviors of shareholders, adhere to information disclosure strictly and thereby ensuring the long-term and healthy development of the Bank.

(III) Enhance risk management and improve internal control

The Board will further discharge its duties in risk management by enhancing the foresight and initiative in risk management, securing the bottom line of risk, continuously improving the construction of the comprehensive risk management system, strengthening risk limit control and raising awareness of risk compliance among all staff. While making greater efforts to mitigate risk, we will continuously change our concepts, broaden our thinking and step up efforts to dispose of non-performing assets. We will strive to enhance the digitalisation of internal risk control and regularly evaluate various risk management and internal control policies to ensure safe and sound operation.

(IV) Promotion of Reform and the Stimulation of the Dynamic of Development.

The Board will focus on creating a new landscape of business structure, promote the implementation of the strategies of prioritizing retail business and mobile business, aiming at creating an "online second bank", actively promoting digital, light and online transformation, so as to continuously improve product innovation capability, enrich revenue generation channels, and realize rapid growth in revenue from intermediate businesses.

  1. Intensify capital management and make for sustainable development
    On the basis of ensuring the conformity of capital adequacy ratio, the Board continued to improve the scientificity of capital management. Firstly, we will unswervingly promote the "light capital" strategy, adjust the on/off-balance asset and liability structure, business structure and customer structure, and comprehensively increase the proportion of light capital businesses. Secondly, it will optimize capital structure and enhance capital returns through scientific formulation of capital management plans. Thirdly, the Bank will provide support for the sustainable development of the Bank's business by continuous study of regulatory policies, energetic exploration of multiple capital replenishment methods and strengthen of the accumulation of endogenous capital.

- 27 -

ANNEX 1

WORK REPORT OF THE BOARD OF DIRECTORS FOR 2020

In 2021, under the guidance of the Xi Jinping Thought on Socialism with Chinese Characteristics for a New Era, the Board will scientifically analyze the economic situation at home and abroad and implement the various regulatory requirements proactively. It will continue to support the real economy, deepen the corporate governance reform, optimize the construction of mechanism and make overall planning for the promotion of "strengthening Party building, improve weak links, cementing foundation, adjusting structure, preventing risks, improving efficiency, and promoting development". It will reward our shareholders and society with excellent performance to celebrate the 100th anniversary of the founding of the Communist Party of China.

The above report is proposed for your consideration.

- 28 -

ANNEX 2 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS FOR 2020

In 2020, the independent Directors of Bank of Gansu Co., Ltd. (the "Bank") faithfully and diligently performed their duties, duly attended the meetings of the Board of Directors and its special committees, actively fulfilled their responsibilities and made decisions at their own discretion and effectively protected the interests of the Bank and all its shareholders in accordance with the Company Law, the Securities Law, the Guidelines on Corporate Governance of Commercial Banks, the Corporate Governance Code contained in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and other domestic and overseas laws and regulations as well as the articles of association of Bank of Gansu Co., Ltd. (the "Articles of Association"). Relevant information is herein reported as follows:

  1. BASIC INFORMATION ON THE INDEPENDENT DIRECTORS
    As at the end of 2020, the Bank had four independent Directors in total, accounting for over one third of all Directors, which was in compliance with the relevant laws, regulations and the Articles of Association. The audit committee, the related party transaction and risk management committee, and the nomination and remuneration committee under the Board of Directors of the Bank were all chaired by independent Directors. Except the annual remuneration, independent Directors of the Bank neither had any business or financial interests with the Bank and its subsidiaries nor assumed any management roles in the Bank. The Bank has received the annual confirmation letters of independent Directors on their independence, and acknowledged their independence. Therefore, the independence of the Bank's independent Directors met the relevant regulatory requirements. Biographical details of independent Directors of the Bank are as follows:
    Ms. Tang Xiuli (唐岫立), aged 52, has been an independent non-executive Director of the Bank since August 2017. Ms. Tang currently serves as the general manager of Heng Jiu Yuan Asset Management Co., Ltd. She also concurrently serves as professor of Beijing Jiaotong University Dongbei University of Finance and Economics, tutor of master-degree students majoring in economics or finance of Fudan University and Zhejiang University as well as distinguished MBA tutor of Chinese Academy of Social Sciences, EDP distinguished professor of Dongbei University of Finance and Economics, researcher of Economics Institute of Beijing Language and Culture University* (北京語言大學經濟研究院), and chairman of financial branch of China Optimization Society of Capital Construction. Ms. Tang has many years of experience in banking regulation in the PRC. She worked at the Heilongjiang Branch and Shenyang Branch of the PBOC in the 1990s. She also previously worked at the CBIRC. Ms. Tang was a member of the Party committee and vice president of Bank of Wenzhou Co., Ltd. from July 2012 to December 2015. Ms. Tang obtained a bachelor's degree in economics from Dongbei University of Finance and Economics in Liaoning province, the PRC, in July 1991, majoring in management information system, a master's degree in economics from Dongbei University of Finance and Economics in April 2006, majoring in finance, and a doctorate's degree in economics from Dongbei University of Finance and Economics in June 2014, majoring in finance. Ms. Tang was certified as a senior economist by PBOC in November 2003.

- 29 -

ANNEX 2 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS FOR 2020

Ms. Luo Mei (羅玫), aged 45, has been an independent non-executive Director of the Bank since August 2017. Ms. Luo joined Tsinghua University in June 2007 and is currently professor and a PHD tutor of the Department of Accounting at the School of Economics and Management of Tsinghua University, and the director of the Research Center for Digital Financial Assets, School of Economics and Management, Tsinghua University. She worked at Mellon Capital Management, an assets management company in San Francisco, the United States, and was responsible for the strategy of quantitative investment in the stock market. She also taught at the Department of Accounting in University of Illinois at Urbana-Champaign, the United States. Ms. Luo was an independent director of each of Canaan Inc. (a company listed on the NASDAQ of the USA, stock code: CAN) from December 2019 to July 2020, and Beijing Gehua CATV Network Co., Ltd. (a company listed on the Shanghai Stock Exchange, stock code: 600037) from March 2013 to March 2019. Ms. Luo was an independent director of Beijing Baofeng Technology Co., Ltd. (now known as "Baofeng Group Co., Ltd.", a company listed on the Shenzhen Stock Exchange, stock code: 300431) from June 2013 to December 2014. Ms. Luo obtained a bachelor's degree from the School of Economics and Management of Tsinghua University in Beijing, the PRC, in June 1998, majoring in accounting (international accounting), and a doctorate's degree in business management from the University of California Berkeley in California, the U.S., in December 2004, majoring in accounting and finance.

Mr. Wong Sincere (黃誠思), aged 56, has been an independent non-executive Director of the Bank since August 2017. Mr. Wong became the founder and has been the principal of Sincere Wong & Co. (currently renamed as Wong Heung Sum & Lawyers) since May 2016. He was an in-house counsel for Hutchison Whampoa Group from September 1996 to January 2005 and China Resources Enterprise, Limited (now known as China Resources Beer (Holdings) Company Limited) from February 2005 to November 2006, chief legal officer of Shui On Construction and Materials Limited from November 2006 to June 2010, as well as the head of the legal department and company secretary of Sateri Holdings Limited (a company previously listed on the Hong Kong Stock Exchange, the name of which was later changed to Bracell Limited but has subsequently been privatized) from July 2010 to May 2011. He worked at the Hong Kong Stock Exchange from August 2011 to May 2016, and was a vice president of Listing & Regulatory Affairs Division at the time of his departure from the Hong Kong Stock Exchange, primarily responsible for reviewing listing applications and providing recommendations to the Listing Committee of the Hong Kong Stock Exchange regarding listing applications. Mr. Wong was appointed as an independent non-executive Director of U Banquet Group Holding Limited (a company listed on the Hong Kong Stock Exchange, stock code: 1483) in September 2018, worked as a non-executive director of MOS House Group Limited (a company listed on the Hong Kong Stock Exchange, stock code: 1653) from January 2019 to March 2020, and worked as a non-executive director of Fulu Holdings Limited (a company listed on the Hong Kong Stock Exchange, stock code: 2101) in August 2020. Mr. Wong obtained a bachelor's degree of social science from the Chinese University of Hong Kong in Hong Kong in December 1986. He passed the Common Professional Examination in Wolverhampton Polytechnic (now known as University of Wolverhampton) in July 1990, and the Solicitors' Final Examination of the Law Society of England and Wales with first class honors in October 1991. Mr. Wong was admitted as a solicitor of Hong Kong and England and Wales in October 1993 and February 1994, respectively.

- 30 -

ANNEX 2 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS FOR 2020

Mr. Dong Ximiao (董希淼), aged 43, has been an independent non-executive Director of the Bank since December 2018. He is currently the head researcher of Zhongguancun Internet Finance Institute , a researcher of the Think Tank of Asian Financial Cooperation Association and a member of Digital Finance Working Committee of Internet Society of China. Mr. Dong also serves as a special economic analyst of Xinhua News Agency, a part-time researcher of Financial Research Institute of Fudan University, an adjunct professor of the Lanzhou University, a master's tutor of the School of Finance of Zhongnan University of Economics and Law, and a visiting professor of the School of Economics of Sichuan Agricultural University. Mr. Dong joined China Construction Bank Corporation in July 2000 and successively served as the office secretary, deputy business manager and business manager of Zhejiang Branch of China Construction Bank Corporation. Since March 2009, he served as the vice president and a senior manager of the private banking department of the sub-branch directly under Zhejiang Branch of China Construction Bank Corporation. Mr. Dong served as the executive dean of its Research Institute of HengFeng Bank from July 2015 to October 2018. In December 2017, he was elected as the deputy director of the Industry Development Research Committee of China Banking Association. He has been an independent director of Bozhou Yaodu Rural Commercial Bank Co., Ltd. since February 2020. Mr. Dong graduated from Lanzhou University in June 2000 with a dual bachelor's degree in history and laws, and graduated from Zhejiang University of Technology in January 2007 with a master's degree in business administration. In December 2010, he was certified as a senior economist by China Construction Bank Corporation.

  1. OVERVIEW ON PERFORMANCE OF DUTIES DURING THE YEAR

In 2020, independent Directors of the Bank actively attended the shareholders' general meetings, the meetings of the Board of Directors and its special committees. They reviewed the resolutions of the Board of Directors and its special committees. In 2020, the Bank convened 4 shareholders' general meetings and 5 Board meetings. The attendance of the independent Directors is as follows:

Shareholders'

general meeting

Board meeting

Attendance in

Attendance in

Attendance by

Independent Director

person

person

proxy

Ms. Tang Xiuli

4/4

5/5

0/5

Ms. Luo Mei

4/4

5/5

0/5

Mr. Wong Sincere

4/4

5/5

0/5

Mr. Dong Ximiao

4/4

5/5

0/5

- 31 -

ANNEX 2 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS FOR 2020

In 2020, the attendance of independent Directors at the meetings of the special committees of the Board of Directors is as follows:

Related party transaction

Independent

Strategy and development

Remuneration and

and risk management

Consumer Rights

Director

committee

Audit committee

nomination committee

committee

Protection Committee

Attendance

Attendance

Attendance

Attendance

Attendance

Attendance

Attendance

Attendance

Attendance

Attendance

in person

by proxy

in person

by proxy

in person

by proxy

in person

by proxy

in person

by proxy

Ms. Tang Xiuli

-

-

3/3

0/3

1/1

0/1

3/3

0/3

1/1

0/1

Ms. Luo Mei

-

-

3/3

0/3

1/1

0/1

3/3

0/3

-

-

Mr. Wong Sincere

-

-

3/3

0/3

-

-

3/3

0/3

1/1

0/1

Mr. Dong Ximiao

-

-

-

-

1/1

0/1

3/3

0/3

-

-

Notes:

  1. The number of "attendance in person" includes attendance in person, by telephone or video conference.
  2. During the reporting period, the independent Directors of the Bank who were unable to attend the meetings of the Board of Directors and its special committees have entrusted other Directors to attend the meetings and exercise the voting rights on their behalves.

The independent Directors of the Bank came from renowned universities or organizations in the Chinese Mainland and Hong Kong with extensive professional background in the fields of economics, finance, law and accounting. In 2020, the independent Directors of the Bank actively attended the board meetings and relevant special committee meetings, debriefed reports on operation and management; paid attention to the development and the implementation of development strategies of the Bank through timely communication with the management; actively conducted investigation and study, and acquired a knowledge of the operation and management of the Bank through site visits; made forward-looking reflection on the business plan of the Bank; and played an important role in the decision-making of the Board by providing constructive suggestions on development strategies, risk management, capital adequacy, business structure, etc. During the reporting period, the Bank's independent non-executive Directors did not raise any objection to the relevant matters reviewed by the Board of Directors.

To constantly update their professional knowledge and improve duty performance capabilities, independent Directors kept abreast of the changes in the regulatory policies, paid continuous attention to opinions of the regulators, diligently attended trainings on corporate governance, risk management and internal control and compliance, etc. The work of independent Directors was fully supported and coordinated by the management. The independent Directors actively participated in business trainings on the Guidance for Boards and Directors by the Hong Kong Stock Exchange, the Securities and Futures Ordinance of the Securities and Futures Commission of Hong Kong and the Practical Manual of Anti-Money Laundering Regulations of the Anti-Money Laundering Bureau of the People's Bank of China, which further enhanced their ability to perform their duties.

- 32 -

ANNEX 2 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS FOR 2020

  1. MAJOR CONCERNS IN PERFORMANCE OF DUTIES DURING THE YEAR
    1. Related-partytransactions

During the reporting period, independent Directors of the Bank paid close attention to the development of domestic and overseas regulations and standards, strengthened the review and supervision of related party transaction management, improved the related-party transaction management system, promoted the level of technology application in related-party transaction management, and procured that the related-party transactions were conducted in compliance with laws, regulations and business principles.

  1. External guarantees and capital occupation

The external guarantee business of the Bank, as approved by the PBOC and China Banking and Insurance Regulatory Commission, is conducted in the ordinary course of business of the Bank. With respect to the risks arising from guarantee business, the Bank has formulated specific management measures, operational processes and approval procedures, and carried out related business accordingly. The guarantee business of the Bank is mainly in the form of letter of guarantee. As at December 31, 2020, the balance of the letters of guarantees issued by the Bank was approximately RMB1,685 million.

(III) Use of proceeds

In 2020, the Bank successfully issued 5 billion Shares through capital and share increase, comprising 3.75 billion Domestic Shares and 1.25 billion H Shares, and raised proceeds of RMB6.29 billion, which were fully used to replenish the core tier-one capital.

(IV) Nomination and remuneration of senior management members

In 2020, the Board of Directors of the Bank considered and approved the Proposal on the Evaluation Results of Directors and Senior Management by the Board of Directors for 2019, the Proposal on the Remuneration Distribution and Settlement Plan for Directors and Supervisors for 2019, the Proposal on the Remuneration Distribution and Settlement Plan for Senior Management for 2019, the Proposal on Appointment of Feng Yuhui as the Business Director. Independent Non-executive Directors all agreed on the matters about the nomination and remuneration of the senior management members of the Bank.

- 33 -

ANNEX 2 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS FOR 2020

  1. Results forecast and preliminary results estimate

During the reporting period, there was no results forecast or preliminary results estimate of the Bank to be disclosed.

(VI) Engagement or change of accounting firms

During the reporting period, in accordance with relevant requirements on the annual report work, independent Directors maintained adequate communication with external auditors and conscientiously performed relevant responsibilities and duties. Independent Directors concluded that the auditors engaged by the Bank strictly followed the professional conduct standards of independence, objectiveness and fairness in the audit, and satisfactorily completed all tasks. Therefore, independent Directors agreed on further engagement of ShineWing Certified Public Accountants LLP and SHINEWING (HK) CPA Limited as the Bank's accounting firms in 2020.

(VII) Cash dividends and other returns to investors

The Bank has sound decision-making procedures and mechanism regarding profit distribution. The Bank attaches great importance to the return to shareholders and distributes cash dividends to shareholders on a continuous basis. During the process of drafting the profit distribution plan, the Board of Directors extensively collected the opinions and requests from shareholders, protected the legitimate rights and interests of minority shareholders, and submitted the profit distribution plan to the general meeting for approval. The independent Directors discharged their duties and played their roles diligently in the decision-making process of the profit distribution plan. Taking into account the capital replenishment factor to support long-term development, the Bank proposed not to distribute the dividend for 2019, and the remaining undistributed profit of the parent company of RMB363 million would be carried forward to the following year.

(VIII) Implementation of information disclosure

The Bank duly and fully disclosed regular reports such as the 2019 annual report, 2020 half-year report, as well as interim announcements in accordance with the laws and regulations and the Articles of Association. Independent Directors actively performed their duties in the preparation and disclosure of the annual report and fully communicated and discussed with external auditors on annual audit work of the Bank.

- 34 -

ANNEX 2 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS FOR 2020

(IX) Protection of the legitimate rights and interests of depositors and minority shareholders

The independent Directors of the Bank actively performed their duties by conducting a preliminary review of and in-depth investigation into the resolutions subject to consideration and approval of the Board of Directors. They also exercised their voting rights in connection therewith in an independent, prudent and objective manner. With regard to related party transactions, they conducted a rigorous examination of the transactions between the Bank and its substantial shareholders, so as to effectively protect the legitimate rights and interests of the depositors and minority shareholders of the Bank.

  1. Operation of the Board of Directors and its special committees
    The special committees established under the Board comprise the strategy and development committee, audit committee, related party transaction and risk management committee, as well as nomination and remuneration committee and consumer rights protection committee .
    In 2020, the Board of Directors convened a total of 5 meetings, at which the matters such as capital increase and share expansion, major personnel appointment and dismissal, development strategies, business plans, investment plans, annual reports, financial budgets, financial accounts, profit distribution proposals, information disclosure and major related party transactions of the Bank were considered and approved in strict compliance with the requirements of the Company Law, the Listing Rules and the Articles of Association.
    In 2020, the strategy and development committee convened a total of 2 meetings, at which resolutions in relation to the amendments to the Articles of Association, the Rules of Procedures for Shareholders' General Meeting and the Rules of Procedure for Board Meetings, the capital and share increase, the public issuance of secondary capital bonds, the 2019 environmental, social and governance report, the change of a holder of equity interests in Bank of Gansu from Baoshang Bank to Mengshang Bank, etc. were considered and approved.
    In 2020, the audit committee convened a total of 3 meetings, and held 2 separate meetings with external auditors. The committee supervised the preparation of and audited the 2019 annual report, 2020 half-year report and relevant results announcements, paid attention to the implementation of the new financial instrument standards and strengthened the supervision and assessment of the auditing work of external auditors. The auditor committee reviewed the annual financial reports of the Bank in accordance with the rules of procedure for the audit committee under the Board of Directors of the Bank and strengthened communication with external auditors. The audited annual financial report was reviewed and voted on by the auditor committee before it was submitted to the Board of Directors for consideration and approval.

- 35 -

ANNEX 2 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS FOR 2020

In 2020, the related party transaction and risk management committee convened a total of 3 meetings. The committee kept a close eye on the impact of domestic and international economic and financial situations on the Bank, strengthened comprehensive risk management, and gave advice and recommendations regarding comprehensive enhancement of risk management capability. Pursuant to the domestic and overseas regulatory provisions, the committee sorted and reviewed the related party transactions within the definition of rules of the CBRC and the Hong Kong Stock Exchange and actively communicated with the management personnel and provided them with independent audit opinions.

In 2020, the nomination and remuneration committee convened a total of 1 meetings. In terms of nomination, the committee considered and approved the candidates for senior executives, provided recommendations to the Board of Directors, and ensured the candidates are eligible for these positions, observe laws, administrative regulations, rules and the Articles of Association and are able to perform their duties in a diligent manner. The nomination and remuneration committee was of the opinion that the composition of the Board of Directors of the Bank during the reporting period was in conformity with the requirements of the board diversity policy of the Bank. In terms of remuneration and performance appraisal, such proposals as the evaluation results of Directors and senior management by the Board of Directors for 2019, the remuneration distribution and settlement plan for Directors and Supervisors for 2019, remuneration distribution and settlement plan for the senior management for 2019, etc. were considered and approved; and advice and recommendations regarding boosting Board diversity, optimizing performance appraisal of the senior management, improving remuneration incentive rules and strengthening talent development and cultivation were provided.

In 2020, the consumer rights protection committee convened a total of 1 meeting, at which the work report of consumer rights protection of Bank of Gansu for 2019 was considered and approved. The committee continuously intensified its efforts in financial consumer rights protection, strengthened external communication and coordination, constantly improved the system and mechanism for financial consumer rights protection, and actively developed a good atmosphere for financial consumer rights protection, resulting in significant improvement and enhancement of the quality and efficiency in consumer rights protection.

- 36 -

ANNEX 2 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS FOR 2020

IV. OVERALL EVALUATION AND SUGGESTIONS

In 2020, independent Directors performed their duties in an honest, diligent and independent manner in accordance with relevant provisions of relevant laws and regulations and the Articles of Association. This effectively enhanced the level of scientific decision-making of the Board of Directors and its special committees, improved corporate governance and protected the legitimate rights and interests of the Bank and all of its shareholders. In 2021, independent Directors will continue to improve their duty performance ability, fulfill their duties diligently, and propose suggestions in an independent and objective manner, so as to effectively protect the legitimate rights and interests of shareholders.

Independent Directors:

Tang Xiuli

Luo Mei

Wong Sincere

Dong Ximiao

This proposal is hereby submitted to the AGM for consideration.

- 37 -

ANNEX 3 REMUNERATION DISTRIBUTION AND SETTLEMENT PLAN FOR DIRECTORS AND SUPERVISORS IN 2020

  1. REMUNERATION DISTRIBUTION AND SETTLEMENT PLAN FOR DIRECTORS IN 2020

Remuneration before Tax received from the Bank in 2020(Unit: RMB'0,000)

Social insurance,

annuity,

Whether

supplementary

receiving any

medical insurance

remuneration

and housing

from corporate

provident funds

shareholder(s)

Remuneration

contributed

Other monetary

Total

or other related

Name

payable (1)

by the Bank (2)

income (3)

(4) =(1) + (2) + (3)

Allowance

party(ies)

Liu Qing

57.48

15.5

3.34

76.32

-

No

Wang Wenyong

54.49

15.13

3.36

72.98

-

No

Wu Changhong

-

-

-

-

-

Yes

Zhang Hongxia

-

-

-

-

14.29

Yes

Guo Jirong

-

-

-

-

-

Yes

Liu Wanxiang

-

-

-

-

-

Yes

Zhang Youda

-

-

-

-

-

Yes

Tang Xiuli

-

-

-

-

14.29

No

Luo Mei

-

-

-

-

14.29

No

Wong Sincere

-

-

-

-

14.29

No

Dong Ximiao

-

-

-

-

14.29

No

Notes:

  1. The remuneration for the Bank's person-in-charge, who is responsible for operation of the state-owned financial enterprise administered by the Gansu Provincial Government, shall be determined in accordance with the remuneration standard for provincial financial enterprise as stipulated by the provincial government.
  2. In accordance with relevant laws and regulations, independent non-executive Directors receive allowances from the Bank.
  3. The remuneration before tax shown in the above table refers to the total amount of remuneration of the Directors of the Bank for the year 2020, including the remuneration paid as disclosed in the Bank's 2020 annual report.
  4. As Ms. Wu Changhong, Mr. Zhang Youda, Mr. Guo Jirong and Mr. Liu Wanxiang were appointed by a corporate shareholder to serve as Directors of the Bank, their remuneration is paid by such corporate shareholder. As Ms. Zhang Hongxia was appointed by a corporate shareholder to serve as a Director of the Bank, she receives remuneration from such corporate shareholder and receives Director's allowance from the Bank. Besides, some independent non-executive Directors of the Bank serve as directors or senior management officers in other corporate bodies or organizations, and thus such corporate bodies or organizations are deemed as related parties of the Bank. Save as disclosed above, none of the Directors of the Bank received remuneration from any related parties of the Bank during the reporting period.

- 38 -

ANNEX 3 REMUNERATION DISTRIBUTION AND SETTLEMENT PLAN FOR DIRECTORS AND SUPERVISORS IN 2020

  1. REMUNERATION DISTRIBUTION AND SETTLEMENT PLAN FOR SUPERVISORS IN 2020

Remuneration before Tax received from the Bank in 2020(Unit: RMB'0,000)

Social insurance,

Whether

annuity,

receiving any

supplementary

remuneration

medical insurance

from corporate

and housing

shareholder(s)

provident funds

or other related

Remuneration

contributed by the

Other monetary

Total

party(ies)

Name

payable (1)

Bank (2)

income (3)

(4) = (1) + (2) + (3)

Allowance

Tang Lan

54.52

15.13

3.34

72.99

-

No

Xu Yongfeng

73.22

15.41

4.1

92.73

-

No

Luo Zhenxia

69.05

15.07

3.82

87.94

-

No

Zeng Lehu

-

-

-

-

-

Yes

Liu Yongchong

-

-

-

-

-

Yes

Li Yongjun

-

-

-

-

-

Yes

Yang Zhenjun

-

-

-

-

-

Yes

Dong Ying

-

-

-

-

-

Yes

Luo Yi

-

-

-

-

14.29

No

Notes:

  1. The remuneration for the Bank's person-in-charge, who is responsible for operation of the state- owned financial enterprise administered by the Gansu Provincial Government, shall be determined in accordance with the remuneration standard for provincial financial enterprise as stipulated by the provincial government.
  2. In accordance with relevant laws and regulations, external Supervisors who are not appointed by corporate shareholder(s), shall receive allowances from the Bank.
  3. The remuneration before tax shown in the above table refers to the total amount of remuneration of the Supervisors of the Bank for the year 2020, including the remuneration paid as disclosed in the Bank's 2020 annual report.
  4. As Mr. Zeng Lehu, Mr. Liu Yongchong and Mr. Li Yongjun were appointed by a corporate shareholder of the Bank to serve as Supervisors of the Bank, their remuneration is paid by such corporate shareholder. As Mr. Yang Zhenjun and Mr. Dongying are external Supervisors nominated by a corporate shareholder, their remuneration is paid by such corporate shareholder and they do not receive Supervisor's allowance from the Bank. Besides, external Supervisors serve as directors or senior management officers in other corporate bodies or organizations, and thus such corporate bodies or organizations are deemed as related parties of the Bank. Save as disclosed above, none of the Bank's Supervisors received remuneration from any related parties of the Bank during the reporting period.

The aforesaid Remuneration Distribution and Settlement Plan for Directors and Supervisors in 2020 was considered and approved by the Board on March 29, 2021 and is hereby submitted to the AGM for consideration and approval.

- 39 -

ANNEX 4 WORK REPORT OF THE BOARD OF SUPERVISORS FOR 2020

In 2020, in accordance with the provisions and requirements of the Company Law, the Guidelines on Corporate Governance of Commercial Banks, Guidelines on the Work of the Board of Supervisors of Commercial Banks and the Articles of Association of the Bank, the Board of Supervisors analyzed and calculated the macroeconomic situation, adapted to changes in operation and management, innovated its working methods, highlighted the focus of supervision and performed duties in accordance with the law, and played an active role in promoting the steady development of business, strengthening risk internal control and management and improving corporate governance.

  1. THE MAJOR TASKS OF THE BOARD OF SUPERVISORS IN 2020
    1. Continuously strengthened its own construction and improved the level of supervision

Since 2020, learning materials have been sent to Supervisors by the Board of Supervisors regularly and a regular study and discussion system for the Board of Supervisors has been established. During the year, the Board of Supervisors issued 6 important supervisory systems and work systems of the Board of Supervisors to Supervisors. Study of rules and regulations such as the work guidelines of the Board of Supervisors, corporate governance, equity management, major and material risk exposure, liquidity management, employee behavior management, the Articles of Association, and rules of procedures of the Board of Supervisors, it clarified the latest requirements of the supervisory authority and the basic duties of the Board of Supervisors and Supervisors, and gradually improved the Supervisor's own professional ability and performance level.

  1. Effectively deepened the performance evaluation and promoted the improvement of performance efficiency
    In accordance with relevant regulations of supervision, in order to regulate and supervise the performance of the Board and senior management, strengthen supervision of performance, and facilitate self-discipline of the Board of Supervisors, the Board of Supervisors revised and improved three evaluation methods, namely the Evaluation Measures of the Board of Supervisors of Bank of Gansu Co., Ltd. on the Duty Performance of Supervisors (provisional), the Evaluation Measures of the Board of Supervisors of Bank of Gansu Co., Ltd. on the Duty Performance of Directors (provisional) and the Evaluation Measures of the Board of Supervisors of Bank of Gansu Co., Ltd. on the Performance Supervision of the Operating Staff and the Senior Management of the Bank (provisional), conscientiously carried out and completed the performance evaluation of Directors, Supervisors and senior management members. The Board of Supervisors learned and supervised the performance of Directors and senior management members by attending meetings of the Board and senior management, reviewing the speeches of the Board meeting, organizing, investigating and reviewing the

- 40 -

ANNEX 4 WORK REPORT OF THE BOARD OF SUPERVISORS FOR 2020

meeting materials of the Board and senior management, and improving the performance supervision files of Directors and senior management. The Board of Supervisors continuously conducted supervision on the performance of the Board, the senior management, Directors and senior management members, and submitted the results of the evaluation of the supervision performance to the general meeting for consideration and reported to the supervisory authority in a timely manner.

  1. Standardized and Organized the meetings of the Board of Supervisors and conscientiously performed duties and responsibilities
    In 2020, a total of 5 meetings of the Board of Supervisors were organized and convened, including 1 on-site meeting and 4 communication voting meetings. The notice, convening and voting procedures of each meeting were in compliance with the provisions of the Company Law and the Articles of Association. All Supervisors were allowed to attend the meeting in person and delivered their deliberations. The Supervisors well performed their responsibilities for participation, consideration and supervision, and ensured the effectiveness of supervision. In 2020, a total of 58 resolutions were considered by the Board of Supervisors, and 2 of which were reported to the general meeting. The Nomination Committee and Supervisory Committee of the Board of Supervisors followed the working rules of the special committees of the Board of Supervisors to carry out corresponding supervision, inspection, assessment and evaluation. A total of 7 special committee meetings were held throughout the year, among which 2 were held by the Nomination Committee and 5 were held by the Supervisory Committee. In general, the special committee performed careful reviews before meetings, carefully considered at the meeting, and actively put forward opinions and suggestions, which not only gave play to the deliberative role of the special committee, but also improved various resolutions.

(IV) Participated in important meetings seriously and carried out meeting supervision actively

In 2020, Supervisors attended 1 Board meeting, 13 bank meetings, 13 meetings of the president's office, and 1 general meeting, and conducted on-site supervision of the compliance of the agenda and resolutions of the Board meetings, bank meetings and meetings of the president's office in accordance with the law. On the basis of a full and comprehensive understanding of the Bank's business decision-making, management, and various major issues, the Board of Supervisors expressed independent opinions or suggestions on the resolutions of the Board meeting, bank meetings and meetings of the president's office, and performed the supervisory duties of the Board of Supervisors. The Board of Supervisors

- 41 -

ANNEX 4 WORK REPORT OF THE BOARD OF SUPERVISORS FOR 2020

participated in the consideration process of the general meeting, and reported to the general meeting the work the Board of Supervisors in 2019, the evaluation results of the Board of Supervisors on the duty performance of the Board, the Board of Supervisors, the senior management and its members, and its opinions on the audit reports of the external auditing firms, etc., reflected the Board of Supervisors' functional positioning of being responsible to the general meeting and the Company, Shareholders, employees, creditors and other stakeholders.

  1. Strengthened special supervision and carried out supervision around key points
    Firstly, the Board of Supervisors strengthened special inspection and supervision. In 2020, based on the supervision of the Bank's operating decision-makingand execution, risk management, internal control, related party transactions, incident prevention and control, etc., the Board of Supervisors carried out special supervision mainly on credit business management and the establishment of committees under senior management. Two supervisory opinions were issued and four reasonable suggestions were put forward by the Board of Supervisors to the Board and senior management. In addition, it also supervised the implementation and rectification of the opinions.
    Secondly, the Board of Supervisors carried out supervision on key points in reliance of internal and external audit and inspections. According to business development, it recommended the internal audit department to arrange special audits in a timely manner or increase the frequency of audits in key areas such as write-offof bad debts, large non- performing loans, new loans, and information technology. It suggested that major matters such as write-offof bad debts should be submitted to the Party Committee for pre- consideration. Regarding the problems found in the audit and inspection, the Board of Supervisors continued to track the rectification of the supervision problems, sorted out and analyzed some of the problems that were repeatedly investigated and committed, and carried out on-siteinspection and supervision. In 2020, the Board of Supervisors carried out on-sitesupervision and rectification of the relevant issues found in the special audit of the bad debt write-offbusiness of Baiyin Branch and Zhangye Branch in 2019 and the dynamic monitoring audit of the credit business. Regarding the rectification work of the regulatory opinions of the regulatory agencies, the Board of Supervisors organized a supervision meeting on the rectification of the regulatory opinions, tracked the progress of the rectification, carried out supervision of the implementation of the rectification, put forward suggestions and advises for improvement, and continued to strengthen its efforts on the rectification of problems found in supervision. It mainly supervised and rectified the problems found in the on-siteinspection of the risk management and internal control effectiveness of the CBIRC in 2019, with a problem rectification rate of 88.5%.

- 42 -

ANNEX 4 WORK REPORT OF THE BOARD OF SUPERVISORS FOR 2020

(VI) Emphasized research at the primary level and conducted extensive tour inspections and supervision

It organized Supervisors to conduct surveys and study on Baiyin Branch, Zhangye Branch, Tianshui Branch, Longnan Branch, Jiuquan Branch, Jiayuguan Branch, head office operational department, Lanzhou Chengguan Sub-branch, Qilihe Sub-branch and other branches, in order to learn the status of operation management, key product application and business promotion, risk management and internal control. Six research reports were prepared, and 21 targeted opinions and suggestions were put forward, which not only helped to learn the actual situation at the primary level, but also carried out on-site supervision.

(VII) Continuously enhanced the system construction and improved the operating mechanism

It improved the rules of procedures and further standardized the working mechanism. On the basis of full investigation and research, and combined with the amendments to the Articles of Association of the Bank, the Board of Supervisors made amendments to the Rules of Procedures of the Board of Supervisors of Bank of Gansu Co., Ltd., the Rules of Work for the Nomination Committee of the Board of Supervisors of Bank of Gansu Co., Ltd. as well as the Rules of Work of the Supervisory Committee of the Board of Supervisors of Bank of Gansu Co., Ltd., which created better basic conditions for the standardized performance of duties and efficient operation of the Board of Supervisors.

(VIII) Reinforced the study and training of Supervisors, and effectively promoted the performance of Supervisors

In 2020, Supervisors were organized in batches to participate in training on the "Work Practices of the Board of Supervisors and the Construction of the Company's General Supervision System (監事會工作實務暨公司大監督體系建設)" and the "Governance of the Board of Supervisors of Commercial Banks and the Practice of Enhancement of Supervisors' Duty Performance (商業銀行監事會治理與監事履職能力提升實務)". Through systematic study and training, Supervisors further understood and mastered the corporate governance of commercial banks, the operation of the Board of Supervisors, the general supervision system as well as the main responsibilities and positioning of the Board of Supervisors, and enhanced the ability and level of Supervisors to perform their duties.

- 43 -

ANNEX 4 WORK REPORT OF THE BOARD OF SUPERVISORS FOR 2020

  1. ASSESSMENT ON THE PERFORMANCE OF DUTIES
    1. Assessment of the Performance of Duties of the Board of Directors and Its Members

In 2020, the Board of Directors of the Bank strictly followed the laws, regulations and the Articles of Association, implemented regulatory requirements, actively adapted to and grasped the new normal of the economy, strengthened the decision-making on major issues, and earnestly discharged the responsibilities entrusted by the Shareholders' general meeting and the Articles of Association of the Bank. It earnestly implemented the resolutions of Shareholders' general meeting, strictly followed the laws and regulations and relevant provisions of the Articles of Association of the Bank in terms of authorization procedures, voting procedures, anti-money laundering, related party transaction and information disclosure, and earnestly performed their duties. It earnestly carried out the spirit of relevant meetings of the central and provincial Party committee, deeply understood the importance of adapting to the trend of strict supervision and maintaining compliance, deeply promoted the formulation and implementation of the development plan of the Bank, and facilitated the transformation of the operations; it took lead to complete the work of the capital and share increase and successfully issued 5 billion shares, laying a solid capital foundation for the implementation of the development plan. In addition, it urged the senior management to strictly implement the regulatory policies, united and led the whole bank to spare no effort to implement the tasks in a solid manner through unwavering and tenacious hard work, so as to achieve stable development of the Bank. The members of the Board of Directors could consciously observe the laws, regulations and the Articles of Association, performed their duties in honest and trustworthy manner, actively safeguard the interests of the Bank, Shareholders and other stakeholders and voluntarily subject themselves to supervision, and no violation of the laws and regulations, the national policies and the Articles of Association and no damage to the equity interests of the Shareholders have been found. The annual performance appraisal results were all competent.

  1. Assessment of the Performance of Duties of the Senior Management of the Bank and Its Members
    In accordance with the laws, regulations, the Articles of Association of the Bank and the authorization of the Board of Directors, the senior management of the Bank insisted on the concept of steady operation, united and led the staff of the Bank to actively deal with the complicated economic and financial situation, and by following the underlying principle of making progress while maintaining stability, it closely linked to the two main lines of development and risk resolution, and strived to work hard over difficulties and make progress, by which, all businesses have achieved steady development. The senior management earnestly implemented the resolutions of Shareholders' general meeting and the Board of Directors, reported the operation and management situation to the Board

- 44 -

ANNEX 4 WORK REPORT OF THE BOARD OF SUPERVISORS FOR 2020

of Directors and the Board of Supervisors in a timely manner, and actively accepted the guidance of the Board of Directors and the supervision of the Board of Supervisors. The senior management built a comprehensive risk management system, focused on the asset quality and operational risk control, strengthened incident prevention and control, gave priority to liquidity, credit, market, operation, information technology, reputation and other risks, and stuck to the bottom line of risks. They strengthened capital management, enhanced the awareness of capital saving, paid attention to the utilization of capital, accelerated the development of light capital business and constantly improved the capital efficiency. The members of the senior management could consciously observe the laws, regulations and the Articles of Association, performed their duties in accordance with the law in a diligent and dedicated manner, and worked in unity and cooperation, actively safeguard the interests of the Bank, shareholders, employees and other stakeholders, and no violation of the laws and regulations and the Articles of Association and no damage to the equity interests of the shareholders have been found. The annual performance appraisal results were all competent.

  1. Assessment of the Performance of Duties of the Board of Supervisors and Its Members
    According to the regulatory requirements, the Board of Supervisors organized and carried out the assessment of the performance of duties of the Board of Supervisors and Supervisors in 2020. It formulated the assessment method of the performance of duties, organized and carried out the self- assessment, mutual assessment and assessment of the Board of Supervisors, reviewed the relevant meeting materials, referred to performance records, taking into account the results of the self-assessment, mutual assessment and assessment of the Board of Supervisors, and concluded the final assessment results after synthesis.
    The Board of Supervisors considered that in 2020, the Board of Supervisors of the Bank standardized its operation, fully performed its duties and supervised the operation effectively, and had played an active role in corporate governance, risk management, internal control and financial management of the Bank, and had better fulfilled the responsibilities and obligations stipulated in the Articles of Association. The members of the Board of Supervisors of the Bank could consciously performed the responsibilities and obligations of Supervisors as stipulated in laws, regulations and the Articles of Association of the Bank, scrupulously discharged their duties in a diligent, faithful and self-disciplined manner, actively gave full play to their professional expertise, so as to earnestly safeguard the interests of the Bank, Shareholders, employees and other stakeholders, and no violation of the laws and regulations and the Articles of Association and no damage to the interests of the Shareholders have been found. The annual performance appraisal results were all competent.

- 45 -

ANNEX 4 WORK REPORT OF THE BOARD OF SUPERVISORS FOR 2020

  1. INDEPENDENT OPINIONS ON RELEVANT MATTERS
    1. Operation in compliance with laws

The operation activities of the Bank conform to the provisions of the Company Law, the Commercial Bank Law and the Articles of Association of the Bank, and the decision-making procedure was legal and effective; and no violation of the laws and regulations, the Articles of Association of the Bank or no damage to the interests of the Bank and shareholders have been found when the Directors and senior management of the Bank performed their duties.

  1. Truthfulness of financial reports

The financial reports have been audited by ShineWing Certified Public Accountants with standard unqualified audit report issued. The financial reports fairly reflected the financial conditions and operating results of the Bank.

(III) Related party transactions

The Bank further standardized the management of related party transactions, and the Board of Supervisors found no acts violating the principle of fairness or damaging the interests of the Bank and its Shareholders.

(IV) Internal control

The Bank continued to strengthen and improve the internal control, and no major defects in the internal control system and implementation of the Bank were founded by the Board of Supervisors.

  1. Implementing resolutions of the Shareholders' general meeting by the Board

The Board of Supervisors had no disagreement upon any reports and proposals submitted by the Board to the Shareholders' general meeting for consideration, and was of the view that the Board diligently implemented relevant resolutions passed at the Shareholders' general meetings.

(VI) Fulfillment of Social Responsibilities

The Bank earnestly performed its social responsibilities. The Board of Supervisors had no disagreement upon the 2020 Environmental, Social and Governance Report.

- 46 -

ANNEX 4 WORK REPORT OF THE BOARD OF SUPERVISORS FOR 2020

IV. WORK PLANS IN 2021

In 2020, the Board of Supervisors has made certain achievements and played a positive role in promoting the business development of Bank of Gansu. However, there still remains a certain gap with regulatory requirements and certain deficiencies exist with respect to the following aspects: firstly, the daily communication between the Board of Supervisors and the Board of Directors and the senior management needs to be further strengthened; secondly, the measures and methods for appraisal on performance of duties of Directors and senior management by the Board of Supervisors need to be further improved; thirdly, the means and methods of supervision by the Board of Supervisors need to be strengthened; fourthly, the policy level, financial knowledge and supervision capability of the members of the Board of Supervisors need to be further enhanced and reinforced.

In 2021, in strict accordance with the regulatory requirements, and taking into account the new situation of economic development and the redeployment for the development of the Bank, the Board of Supervisors will enhance efforts in supervision and inspection, earnestly perform its duties of supervision, and attach great importance to the risk prevention and control, so as to promote the compliant and healthy development of the Bank.

  1. Convening various meetings in a standard manner

In strict accordance with the requirements of the Articles of Association and the Rules of Procedure of the Board of Supervisors, we shall convene meetings of the Board of Supervisors and its special committees in a standardized manner, carefully consider the reports including work report, financial report, profit distribution plan, anti-money laundering, major related party transactions and performance evaluation of the Board of Supervisors, and listen to the notification of regulatory opinions and special reports on key businesses. In the meantime, we will actively attend relevant general meetings, Board meetings and senior management meetings to ensure compliance and efficiency in the notification, convening, discussion, decision-making and disclosure of various meetings.

  1. Conducting in-depth research and supervision
    We will further enrich and improve our working methods, improve our research links, enrich our research methods, broaden the scope of our research, enrich our research force, conduct research work at the grassroots level, fully reflect the difficulties and problems encountered by our branches in their operation and management, and actively provide feedback to the Board of Directors and senior management. We will continue to enhance the value and gold content of our research work, identify the research topics based on the Bank's concerns and conduct special research in key areas. By adding a "post-evaluation" part, we will regularly track the implementation of strategies and other related work, and ensure that the supervision and inspection opinions from the Board of Supervisors are put into practice through supervision and coordination.

- 47 -

ANNEX 4 WORK REPORT OF THE BOARD OF SUPERVISORS FOR 2020

(III) Continuing to elevate the ability of supervisors to perform their duties

We will continue to strengthen the contact and communication with government departments and regulatory authorities to obtain timely guidance and support for our work; enhance learning and communication with peer banks to learn from their strengths and complement each other's weaknesses, improve our working methods and enrich the content of our work; and strengthen feedback with the Board of Directors and the management to keep abreast of the Bank's business conditions and better perform the role of supervision. At the same time, we will continue to do a good job in training supervisors and integrate their expertise in different fields such as finance, law and management, so that they can work together to improve their political judgment, political understanding and political execution, as well as enhance capabilities and levels of supervisors to perform their duties of supervision.

(IV) Enhancing the foresight of the work of the Board of Supervisors

At the current stage, the environment in which the banking industry exists and develops is undergoing comprehensive, profound and continuous changes. To this end, the Board of Supervisors will place greater emphasis on the assessment of the economic situation and improve the foresight of its work. In future supervisory work, the Board of Supervisors will proactively adapt to the new development stage, implement the new development concept, actively integrate into the new development pattern, pay attention to and learn the economic and financial strategic hotspots in a timely manner, continuously strengthen its study and research, track the changes in supervisory policies, and conduct forward-looking supervision and guidance.

- 48 -

ANNEX 5 REPORT ON RELATED-PARTY/CONNECTED TRANSACTIONS FOR 2020

According to the Law of the People's Republic of China on Commercial Banks, the Administrative Measures for the Related Party Transactions between the Commercial Banks and their Insiders or Shareholders(《商業銀行與內部人和股東關聯交易管理辦法》), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules"), the Articles of Association of the Bank of Gansu Co., Ltd (the "Articles of Association"), and the Measures on Management of the Related-party Transaction of the Bank of Gansu Co., Ltd. ( 甘肅銀行股份有限公 司關聯交易管理辦法》) and other relevant provisions, particulars of the Bank's related-party/connected transactions in 2020 are described as follows:

  1. PARTICULARS OF RELATED-PARTY/CONNECTED TRANSACTIONS
  1. Particulars of related-party transactions under the rules of the CBIRC

1. Credit granting

As at the end of 2020, the amount of credit granting transactions between the Bank and all related parties was RMB8,228 million and the net amount was RMB7,628 million after deducting the security deposits of RMB600 million, accounting for 23.51% of the net capital of the Bank. In particular, the net amount of credit granting transactions of all related legal persons was RMB7,406 million, accounting for 22.82% of the net capital of the Bank, and the net amount of credit granting transactions of the single largest related legal person (Jiuquan Iron & Steel (Group) Co., Ltd.) was RMB1,177 million, accounting for 3.61% of the net capital of the Bank; the related natural persons amounted to RMB222 million, accounting for 0.68% of the net capital of the Bank.

  1. Gansu Province Highway Aviation Tourism Investment Group Co., Ltd. and its controlled subsidiaries

During the Reporting Period, the net amount of credit business between the group and its controlled subsidiaries and the Bank was RMB1,953 million, accounting for 6.02% of the net capital of the Bank. In particular, the balance of bond investment amounted to RMB343 million, and the balance of the renewable corporate bond invested with non-principal-protected finance was RMB300 million.

- 49 -

ANNEX 5 REPORT ON RELATED-PARTY/CONNECTED TRANSACTIONS FOR 2020

  1. Jiuquan Iron & Steel (Group) Co., Ltd and its controlled subsidiaries

During the Reporting Period, the net amount of credit business between the group and its controlled subsidiaries and the Bank was RMB3,673 million, accounting for 11.32% of the net capital of the Bank. In particular, the loans of various types amounted to RMB3,092 million, and the off-balance businesses amounted to RMB839 million.

  1. Jinchuan Group Co., Ltd and its controlled subsidiaries

During the Reporting Period, the net amount of credit business between the group and its controlled subsidiaries and the Bank was RMB1,112 million, accounting for 3.43% of the net capital of the Bank. In particular, the loans of various types amounted to RMB354 million, and the off-balance businesses amounted to RMB1,060 million.

  1. Gansu Province Electric Power Investment Group Co., Ltd. and its controlled subsidiaries

During the Reporting Period, the net amount of credit business between the group and its controlled subsidiaries and the Bank was RMB668 million (all being the on-balance loans), accounting for 2.06% of the net capital of the Bank.

During the Reporting Period, the related-party transactions between the Bank and natural person related parties mainly represented loans of various types, with a balance of RMB222 million, accounting for 0.68% of the Bank's net capital.

2. Asset transfer

During the Reporting Period, the Bank did not have any asset transfer related-party transactions with related legal persons.

3. Provision of services and others

During the Reporting Period, the Bank did not have related-party transactions with related legal persons in respect of provision of services and others.

- 50 -

ANNEX 5 REPORT ON RELATED-PARTY/CONNECTED TRANSACTIONS FOR 2020

In summary, related-party transactions between related parties and the Bank are conducted in accordance with commercial principles and on terms no favourable than those offered to non-related parties for similar transactions. At the same time, the ratios of credit balance to net capital of related-party transactions between the Bank and a single related party customer, a single related-party group customer, or all related-party customers are all in compliance with the requirements of the CBRC on proportional control, namely 10%, 15% and 50%.

  1. Particulars of connected transactions under the Hong Kong Listing Rules

1. The first category: Commercial banking services and products provided in the ordinary and usual course of business

During the Reporting Period, the Bank provided loans and other credit facilities of RMB8,806 million to connected persons and the balance of deposits of connected persons with the Bank amounted to RMB9,146 million.

  1. Gansu Province Highway Aviation Tourism Investment Group Co., Ltd. and its controlled subsidiaries

During the Reporting Period, the balance of the connected transactions between the group and its controlled subsidiaries and the Bank was RMB3,653 million, including loans of RMB3,010 million, the bond investment of RMB343 million, the balance of the renewable corporate bond business invested with non- principal-protected wealth management was RMB300 million and the balance of deposits with the Bank was RMB3,203 million.

  1. Gansu Provincial State-owned Assets Investment Group Co., Ltd. and its controlled subsidiaries

During the Reporting Period, the balance of the connected transactions between the group and its controlled subsidiaries and the Bank was RMB5,312 million, and the balance of deposits with the Bank amounted to RMB5,803 million.

In particular, the balance of transactions with Jinchuan Group Co., Ltd and its controlled subsidiaries was RMB1,112 million, the balance of transactions with Jiuquan Iron & Steel (Group) Co., Ltd. and its controlled subsidiaries was RMB3,673 million, the balance of transactions with Gansu Province Electric Power Investment Group Co., Ltd. and its controlled subsidiaries was RMB1,757 million, and the balance of transactions with Gansu Provincial State-owned Assets Investment Group Co., Ltd. and its controlled subsidiaries was RMB527 million.

- 51 -

ANNEX 5 REPORT ON RELATED-PARTY/CONNECTED TRANSACTIONS FOR 2020

The loans, other credit facilities and deposits provided by the Bank to the connected persons are entered into in the ordinary and usual course of business on normal commercial terms and with reference to prevailing market interest rates. Pursuant to Rule 14A.87(1) and Rule14A.90 of the Hong Kong Listing Rules, these transactions constitute fully exempt continuing connected transactions, and therefore are in compliance with the reporting, annual review, announcement and independent shareholders' approval requirements under the Chapter 14A of Hong Kong Listing Rules.

2. The Second Category: Property leasing agreement with a connected person

The Bank entered into the property leasing agreement with JISCO Zhongtian Property Co., Ltd. (酒鋼集團中天置業有限公司) ("Zhongtian Property"). Pursuant to the agreement, Zhongtian Property agreed to lease a property located in Jiayuguan, Gansu province to the Bank as the Bank's business office, with a leasing term from January 1, 2020 to December 31, 2020 and at an annual rental of RMB562,200. The transaction was conducted on normal commercial terms.

The Bank entered into the property leasing agreement with Gansu Province Highway Aviation Tourism Assets Management Co., Ltd. (甘肅公航旅資產管理有限公司). Pursuant to the agreement, Gansu Province Highway Aviation Tourism Assets Management Co., Ltd. agreed to lease a shop located in Xifeng District, Qingyang City to the Bank as the Bank's business office, with a leasing term from August 1, 2019 to July 31, 2022 and at an annual rental of RMB627,000. The transaction was conducted on normal commercial terms.

As Gansu State-owned Assets Investment, a substantial Shareholder of the Bank, holds 31.58% equity interest in Jiuquan Iron & Steel, Gansu Province Highway Aviation Tourism Investment Group Co., Ltd ("Highway Aviation Tourism Group"), which holds 18.3% equity interest in the Bank, while Zhongtian Property is a subsidiary of Jiuquan Iron & Steel, Gansu Province Highway Aviation Tourism Assets Management Co., Ltd. is a subsidiary of Highway Aviation Tourism Group, they are all connected persons of the Bank. As the highest applicable percentage ratios of the above transaction calculated for the purpose of Chapter 14A of the Hong Kong Listing Rules was, on an annual basis, less than 0.1%, the continuing connected transaction contemplated under the above property leasing agreement constitutes de minimis transaction, and therefore is exempt from the reporting, annual review, announcement and independent shareholders' approval requirements pursuant to Rule 14A.76(1) of the Hong Kong Listing Rules.

- 52 -

ANNEX 5 REPORT ON RELATED-PARTY/CONNECTED TRANSACTIONS FOR 2020

3 The third category: Property management agreement with a connected person

The Bank entered into a property management agreement with Lanzhou Changhong Property Management Co., Ltd. (蘭州長虹物業管理有限公司) (an associate of Gansu State-owned Assets Investment, a substantial shareholder of the Bank) ("Changhong Property Management"). Pursuant to the agreement, Changhong Property agreed to provide property management services to Bank of Gansu Tower situated at Chengguang District of Lanzhou, Gansu province, with a term from January 1, 2020 to December 31, 2020. The total annual service fees amounted to RMB4,146,400. The transaction was conducted on normal commercial terms.

Gansu State-owned Assets Investment, a substantial shareholder of the Bank, holds 31.58% equity interest in Jiuquan Iron & Steel, which holds 100% equity interest in Lanzhou Judong Real Estate Development Co., Ltd. Lanzhou Judong Real Estate Development Co., Ltd. which in turn holds 100% equity interest in Changhong Property Management. Therefore, Changhong Property Management is a connected person of the Bank. As the highest applicable percentage ratios of the above transaction calculated for the purpose of Chapter 14A of the Listing Rules are expected to be, on an annual basis, less than 0.1%, the continuing connected transaction contemplated under the above property management services agreement constitutes de minimis transaction, and therefore is exempt from all the reporting, annual review, announcement and independent shareholders' approval requirements pursuant to Rule 14A.76(1) of the Listing Rules.

4 The fourth category: Subscription of bonds of Gansu Assets Management

On November 24, 2020, Gansu Assets Management Co., Ltd. (甘肅資產管理有限公司) ("Gansu Assets Management"), a subsidiary of Gansu State-owned Assets Investment which is a substantial Shareholder of the Bank, conducted a public issuance of credit enhancement collective bonds for small and micro enterprises in RMB (the "Bonds") to domestic institutional investors in the PRC, with a total amount of RMB800 million and at an interest rate of 3.97%. On November 25, 2020, the Bank successfully subscribed for the Bonds in a total nominal value of RMB170 million. The total consideration was approximately RMB170 million. The Bonds have a term of four years, the value date of which was November 26, 2020 and the payment date is November 26, 2024. At the end of the third year during the effective term of the Bonds, the issuer has the option to raise or lower the coupon rate of the Bonds by 0 to 300 basis points (both inclusive and one basis point representing 0.01%). For the fourth year during the effective term of the Bonds, the coupon rate of the Bonds will remain unchanged. The Bonds bear a simple interest rate on an annual basis, with no compound interest accrued. Interest shall be paid once a year and the principal shall be repaid on the date of maturity in a lump sum. The last installment of interest shall be paid together with the principal. The Bank expects to receive the interest income of RMB6,749,000 each year during the period of holding. During the Reporting Period, the Bank has not received any interest.

- 53 -

ANNEX 5 REPORT ON RELATED-PARTY/CONNECTED TRANSACTIONS FOR 2020

Gansu State-owned Assets Investment is a substantial Shareholder of the Bank, Gansu Assets Management is a subsidiary of Gansu State-owned Assets Investment, and is thus a connected person of the Bank. The subscription and holding of the Bonds constitutes a financial assistance to the Bank to Gansu Assets Management, and therefore constitutes a connected transaction of the Bank under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios in respect of the subscription of the Bonds exceed(s) 0.1% but all percentage ratios are less than 5%, the transaction is subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules, but is exempt from circular (including independent financial advice) and independent shareholders' approval requirements.

  1. PARTICULARS OF THE IMPLEMENTATION OF RELATED-PARTY TRANSACTION MANAGEMENT
    1. Management of the list of related parties in 2020

    1. Related legal person

During the Reporting Period, the Bank had 290 related parties under the rules of the CBIRC, mainly including Gansu Province Highway Aviation Tourism Investment Group Co., Ltd. (holding 18.3% equity interest in the Bank), Jiuquan Iron & Steel (Group) Co., Ltd. (holding 6.53% equity interest in the Bank), Gansu Province Electric Power Investment Group Co., Ltd.(holding 4.21% equity interest in the Bank), Jinchuan Group Co., Ltd (holding 6.53% equity interest in the Bank) and their controlled subsidiaries.

The Bank had 701 connected parties under the Hong Kong Listing Rules, mainly including Gansu Province State-owned Assets Investment Group Co., Ltd., Gansu Province Highway Aviation Tourism Investment Group Co., Ltd. and their controlled corporations or related parties, representing an increase of 13 connected parties as compared with the end of 2019.

2. Related natural persons

During the Reporting Period, the Bank had 8,802 related natural persons and their close relatives under the rules of the CBIRC under the Administrative Measures for the Related Party Transactions between the Commercial Banks and their Insiders or Shareholders and the actual management structure and business authorization of the Bank.

- 54 -

ANNEX 5 REPORT ON RELATED-PARTY/CONNECTED TRANSACTIONS FOR 2020

  1. The approval of related-party transactions

In order to further enhance the scientific and flexible management of related-party transactions, the Bank implemented the estimated cap management for related party transactions in 2020 in accordance with the relevant requirements on related-party transactions and with reference to the relevant practice in the industry subject to the regulatory rules such as Administrative Measures for the Related Party Transactions between the Commercial Banks and their Insiders or Shareholders. Meanwhile, the Bank strictly implemented relevant requirements in respect of the occurrence and existence of related- party transactions to the extent considered and approved at the 2020 general meeting.

    1. The pricing of related-party transactions
      The pricing of the transactions between the Bank and its related parties shall comply with the principles governing the prevailing market price and the pricing standards shall be determined according to the type of the particular related transaction. It shall be specified in the agreement in respect of such related-party transaction. The pricing of the credit extension related-party transaction shall be determined by the Bank pursuant to the pricing administrative measures on credit extension as well as the credit rating of the customers of related party and the actual risk situation. For the pricing of service provision related-party transactions shall be determined by the Bank by reference to market price of similar services.
      During the Reporting Period, the related-party transactions between the Bank and its related parties strictly followed the above-mentioned transaction pricing principles, and were conducted on terms no favourable than those offered to non-related parties for similar transactions and in accordance with general commercial terms and normal business procedures. Such transactions are legitimate and fair and would in no event cause any damage to the legitimate interests of other shareholders.
  1. NEXT-STEPWORK MEASURES
    1. Continually maintaining the list of related parties
      In accordance with the relevant provisions of the Administrative Measures for the Related Party Transactions between the Commercial Banks and their Insiders or Shareholders and the Interim Measures for the Equity Management of Commercial Banks, the Bank (i) formulated criteria for identification of related natural persons and an independent reporting mechanism and strictly monitored and facilitated their implementation in accordance with the actual management structure and authorization system of the Bank, and implemented dynamic management to all lists; (ii) enhanced communication and contact with legal advisors, and collected and improved the list of related legal persons in a timely manner in accordance with the principle of penetration.
      • 55 -

ANNEX 5 REPORT ON RELATED-PARTY/CONNECTED TRANSACTIONS FOR 2020

  1. Strictly implementing the approval system for related party transactions
    In order to improve the scientific nature and flexibility in management of related party transactions, the Bank continuously implemented the model of implementing estimated quota management for related party transactions, in accordance with the relevant requirements on related-party transactions and with reference to the relevant practice in the industry subject to the regulatory rules such as Administrative Measures for the Related Party Transactions between the Commercial Banks and their Insiders or Shareholders, so as to improve the scientific nature and flexibility in management of related party transactions and improve the efficiency of the approval of related party transactions.
    This proposal is subject to consideration at the AGM.

- 56 -

ANNEX 6 ESTIMATED CAPS OF RELATED PARTY/CONNECTED TRANSACTIONS FOR 2021

Pursuant to relevant regulations of the CBIRC and the Measures on Management of Related-party/ Connected Transactions of Bank of Gansu Co., Ltd., Bank of Gansu Co., Ltd. has proposed the estimated annual caps of ordinary related party transactions for 2021 with four related legal persons (including Gansu Province Highway Aviation Tourism Investment Group Co., Ltd.) and their controlled subsidiaries, and related natural persons. In order to further enhance the scientific and flexible management of related party transactions, improve the efficiency of examination and approval of related party transactions and draw on best practices in the industry, subject to compliance with regulatory rules and relevant cap requirements, it is proposed that the management be authorized by the Shareholders' general meeting and the Board to make adjustment to the estimated caps of related party transactions regarding credit facilities with related legal persons (on an individual or group basis) and related natural persons in the list within the estimated total cap of the transactions, and file the same with the related-party transactions and risk management committee.

  1. GANSU PROVINCE HIGHWAY AVIATION TOURISM INVESTMENT GROUP CO., LTD.
    1. Overview of Related Parties
      Gansu Province Highway Aviation Tourism Investment Group Co., Ltd. ("Highway Aviation Tourism Group") , established on January 25, 2011, had a registered capital of RMB100 billion. Highway Aviation Tourism is responsible for the development of high-grade highways, civil aviation airports and major tourism resources of Gansu Province, investment and financing of major tourism projects, financial insurance, trade and their development, construction and operational management; construction and operation of transportation ancillary facilities.
      As of the end of September 2020, Highway Aviation Tourism Group had total assets of RMB579,100 million and total liabilities of RMB362,000 million, of which, short-term loans amounted to RMB7,540 million, long-term loans amounted to RMB236,800 million, owner's equity amounted to RMB217,000 million, gear ratio was 62.51%, total operating income was RMB81,972 million, net profit was RMB-1,012 million and net asset was RMB217,000 million. With strong comprehensive strength, Highway Aviation Tourism Group has obtained credit lines of nearly RMB434,500 million from 20 banks in and outside the Gansu province, and has been listed as a key customer at the head office level by many banks.
    2. Transactions with the Bank for 2020
      In 2020, the net amount of the credit extension business between the group and its controlled subsidiaries and the Bank was RMB1,953 million, representing 6.02% of the net capital of the Bank, including: balance of debt securities investment business amounting to RMB343,000,000, and balance of renewable corporate bond business invested with non- principal-protected wealth management products amounting to RMB300 million.

- 57 -

ANNEX 6 ESTIMATED CAPS OF RELATED PARTY/CONNECTED TRANSACTIONS FOR 2021

  1. Proposed estimated annual caps and demand analysis for 2021
    The proposed estimated annual caps for 2021 will be comprehensive credit lines of RMB4,600 million, which will be mainly used for, among others, working capital loans, fixed assets project loans, letters of guarantee, bank acceptance bills and bonds investment. Particulars are set out in Table 1.
    Table 1: Proposed estimated annual caps of Highway Aviation Tourism Group for 2021

Unit: RMB0'000

Estimated

Type of

No.

Name of related party

annual caps

Proposed transactions

transaction

1

Gansu Province Highway

213,000

Fixed asset loans, working capital loans,

Major related party

Aviation Tourism Investment

(including

bank acceptance bills, factoring,

transaction

Group Co., Ltd.

low-risk

domestic letters of guarantee,

business)

domestic letters of credit, import

letters of credit, discounted bills, bond

investment and other comprehensive

credit extension business

2

Highway Aviation Tourism

7,000

Working capital loans, bank acceptance

Major related party

International Trade Co., Ltd.

bills (with exposure), domestic letters

transaction

(New Area Branch) (公航旅國

of credit and factoring facility limit

際貿易有限公司(新區支行))

3

Gansu Highway Aviation

100,000

Fixed asset loans, working capital loans,

Major related party

Tourism Tianma Investment

bank acceptance bills and other

transaction

Co., Ltd. (甘肅公航旅天馬投

business

資有限公司)

4

Gansu Highway Aviation

10,000

Fixed asset loans, working capital loans,

Major related party

Tourism (Zhangye) Investment

bank acceptance bills and other

transaction

Co., Ltd. (甘肅公航旅(張掖)

business

投資 有限公司)

5

Gansu Province Financial Capital

130,000

Fixed asset loans, working capital loans,

Major related party

Management Co., Ltd. (甘肅省

bank acceptance bills, factoring,

transaction

金融資本管理公司)

domestic letters of guarantee,

domestic letters of credit, import

letters of credit, discounted bills, bond

investment and other comprehensive

credit extension business

Total

460,000

- 58 -

ANNEX 6 ESTIMATED CAPS OF RELATED PARTY/CONNECTED TRANSACTIONS FOR 2021

  1. JIUQUAN IRON & STEEL (GROUP) CO., LTD.
    1. Overview
      Jiuquan Iron & Steel (Group) Co., Ltd. ("Jiuquan Iron & Steel Group"), established in 1958, had a registered capital of RMB14,395 million. Its business scope includes: manufacturing, mining, agriculture, forestry, animal husbandry, fishery, production and supply of electricity, gas and water, construction, transportation, warehousing, information transmission, computer services and software, wholesale and retail, accommodation and catering, real estate, leasing and business services, scientific research, technical services and geological exploration, water conservancy, environmental and public facilities management, residential services and other services, education, healthcare, culture, sports and entertainment (the above businesses that are under the monopoly of the state are subject to the qualification certificate or license). Since 1985, it has been listed among the 500 largest industrial enterprises in China for many years. At present, it has formed a new pattern of diversified businesses with trans-regional,multi-industry and multi-ownership operations and established a relatively well-established modern enterprise system. It has been granted more than 50 awards, including the National Civilized Entity, the National Excellent Enterprise for Ideological and Political Work, the National Advanced Grassroots Party Organization, the National Model Entity of National Unity and Progress, the National Advanced Entity for Spiritual Civilization Construction, the National May 1st Labor Medal, the National Advanced Enterprise for Quality Management and the National Enterprise with Outstanding Performance in Contract Compliance and Credit Establishment, and is the largest and diversified modern enterprise group of both ferrous and nonferrous metals in the northwest region of China.

As of the end of September 2020, Jiuquan Iron & Steel Group had paid-in capital of RMB14,544 million and consolidated total assets of RMB112,807 million, of which monetary funds were RMB6,219 million and fixed assets were RMB46,788 million; total current liabilities were RMB65,530 million, of which short-term loans were RMB34,669 million; owner's equity was RMB32,006 million, operating income was RMB90,680 million, total profit was RMB726 million and net operating cash flow was RMB4,778 million.

  1. Transactions with the Bank for 2020
    In 2020, the net amount of the credit extension business between the group and its controlled subsidiaries and the Bank was RMB3,674 million, representing 11.32% of the net capital of the Bank, including: various loans amounting to RMB3,092 million and off-balance sheet business amounting to RMB839 million.

- 59 -

ANNEX 6 ESTIMATED CAPS OF RELATED PARTY/CONNECTED TRANSACTIONS FOR 2021

  1. Proposed estimated annual caps and demand analysis for 2021
    The proposed estimated annual caps for 2021 will be comprehensive credit lines of RMB4,500 million, which will be mainly used for, among others, working capital loans, fixed asset project loans, bank acceptance bills, letters of credit, discounted bills and medium-term notes. Particulars are set out in Table 2.
    Table 2: Proposed estimated annual caps of Jiuquan Iron & Steel Group for 2021

Unit: RMB0'000

Estimated

No.

Name of related party

annual caps Proposed transactions

Type of transaction

1

Jiuquan Iron & Steel (Group)

135,000 Working capital loans, medium-term

Major related party

Co., Ltd.

notes, super short-term commercial

transaction

papers, bank acceptance bills, factoring,

domestic letters of guarantee, domestic

letters of credit, import letters of

credit, discounting, corporate account

overdraft and other comprehensive

credit extension business

2

Gansu Jiugang Group Hongxing

7,000 Working capital loans, bank acceptance

Major related party

Iron and Steel Co., Ltd. (甘肅

bills, factoring, domestic letters of

transaction

酒鋼集團宏興鋼鐵股份有限

guarantee, domestic letters of credit,

公司)

import letters of credit, discounting,

corporate account overdraft and

other comprehensive credit extension

business

3

Gansu Dongxing Aluminum Co.,

97,000 Working capital loans, bank acceptance

Major related party

Ltd. (甘肅東興鋁業

bills, factoring, domestic letters of

transaction

有限公司)

guarantee, domestic letters of credit,

import letters of credit, discounting,

corporate account overdraft and

other comprehensive credit extension

business

- 60 -

ANNEX 6 ESTIMATED CAPS OF RELATED PARTY/CONNECTED TRANSACTIONS FOR 2021

Estimated

No.

Name of related party

annual caps

Proposed transactions

Type of transaction

4

Gansu Jiuquan Steel Tiancheng

57,000

Working capital loans, bank acceptance

Major related party

Colored Aluminum Co., Ltd.

bills, factoring, domestic letters of

transaction

(甘肅酒鋼天成彩鋁有限責任

guarantee, domestic letters of credit,

公司)

import letters of credit, discounting,

corporate account overdraft and

other comprehensive credit extension

business

5

Jiuquan Steel Group Yuzhong

15,000

Working capital loans, bank acceptance

Major related party

Iron & Steel Co., Ltd.

bills, factoring, domestic letters of

transaction

(酒鋼集團榆中鋼鐵有限

guarantee, domestic letters of credit,

責任公司)

import letters of credit, discounting,

corporate account overdraft and

other comprehensive credit extension

business

6

Jiuquan Steel Group Western

30,000

Working capital loans, bank acceptance

Major related party

Heavy Industry Co., Ltd. (酒鋼

bills, factoring, domestic letters of

transaction

集團西部重工股份有限公司)

guarantee, domestic letters of credit,

import letters of credit, discounting,

corporate account overdraft and

other comprehensive credit extension

business

7

Pingliang Tianyuan Coal and

3,000

Working capital loans

Major related party

Electricity Co., Ltd. (平涼天元

transaction

煤電有限公司)

8

Gansu Jujihui Energy and

97,000

Working capital loans, bank acceptance

Major related party

Chemical Co., Ltd. (甘肅巨集

bills, factoring, domestic letters of

transaction

匯能源化工有限公司)

guarantee, domestic letters of credit,

import letters of credit, discounting,

corporate account overdraft and

other comprehensive credit extension

business

- 61 -

ANNEX 6 ESTIMATED CAPS OF RELATED PARTY/CONNECTED TRANSACTIONS FOR 2021

Estimated

No.

Name of related party

annual caps

Proposed transactions

Type of transaction

9

Jiuquan Steel Group Jiuquan

4,000

Bank acceptance bills, factoring, domestic Major related party

Tiancheng Wind Power

letters of guarantee, domestic letters

transaction

Equipment Co., Ltd. (酒鋼集

of credit, import letters of credit,

團酒泉天成風電設備有限責

discounting, and other comprehensive

任公司)

credit extension business

10

Jiugang Group Finance Co., Ltd.

5,000

Discounted bills

Major related party

(酒鋼集團財務有限公司)

transaction

Total

450,000

  1. JINCHUAN GROUP CO., LTD.
    1. Overview
      On January 13, 2012, Jinchuan Group Co., Ltd. ("Jinchuan Group") was formally established. It is principally engaged in the production and sales of precious metals such as nickel, copper, cobalt and platinum group and chemical products such as sulfuric acid. The company has an annual combined production capacity of 200,000 tons of nickel, 1 million tons of copper, 10,000 tons of cobalt, 3,500 kg of platinum group metals, 30 tons of gold, 600 tons of silver, 200 tons of selenium and 5,600,000 tons of chemical products. It ranked third in nickel production and fourth in cobalt production in the world, ranked first in platinum group metals in Asia and third in copper production in China. The company has the world's fifth and Asia's first nickel flash smelting furnace, the world's first copper synthesis smelting furnace, the world's first oxygen-richtop-blown nickel smelting furnace, and the world's leading international equipment and technology such as the mechanized downward filling mining method with the largest continuous recovery area in the world.
      As of the end of September 2020, Jinchuan Group's paid-in capital was RMB22,947 million. It had consolidated total assets of RMB114,350 million and owners' equity of RMB44,425 million. It recorded operating income of RMB193,626 million, total profit of RMB2,686 million and net profit of RMB2,099 million. In 2020, Jinchuan Group ranked 369th among the top 500 enterprises in the world, 93rd among the top 500 enterprises in China and 31st among the top 500 manufacturing enterprises in China. It has been granted a series of national awards including the Special Award of National Science and Technology Progress,

- 62 -

ANNEX 6 ESTIMATED CAPS OF RELATED PARTY/CONNECTED TRANSACTIONS FOR 2021

the National Quality Award, the National May 1st Labor Medal and the China Industrial Award. In recent years, it experienced relatively rapid growth with increasing operating results and sound financial condition.

  1. Transactions with the Bank for 2020
    In 2020, the net amount of the credit extension business between the group and its controlled subsidiaries and the Bank was RMB1,112 million, representing 3.43% of the net capital of the Bank, including: various loans amounting to RMB354 million and off-balance sheet business amounting to RMB1,060 million.
  2. Proposed estimated annual caps and demand analysis for 2021

The proposed estimated annual caps for 2021 will be comprehensive credit lines of RMB3,000 million, which will be mainly used for, among others, working capital loans, bank acceptance bills, import letters of credit and letters of guarantee. Particulars are set out in Table 3.

Table 3: Proposed estimated annual caps of Jinchuan Group for 2021

Unit: RMB0'000

Estimated

Type of

No.

Name of related party

annual caps

Proposed transactions

transaction

1

Jinchuan Group Co., Ltd.

72,400

Working capital loans, bank

Major related party

acceptance bills, discounted

transaction

commercial bills, letters of guarantee,

factoring, domestic letters of credit,

import letters of credit and other

comprehensive credit extension

business

2

Jinchuan Group Wire and

70,000

Working capital loans, bank

Major related party

Cable Co., Ltd. (金川集團電

acceptance bills, discounted

transaction

線電纜有限公司)

commercial bills, letters of guarantee,

factoring, domestic letters of credit,

import letters of credit and other

comprehensive credit extension business

- 63 -

ANNEX 6 ESTIMATED CAPS OF RELATED PARTY/CONNECTED TRANSACTIONS FOR 2021

Estimated

Type of

No.

Name of related party

annual caps

Proposed transactions

transaction

3

Gansu Jinchuan Aike Mineral

600

Working capital loans, bank

Major related party

and Insulated Cable Co., Ltd.

acceptance bills, discounted

transaction

(甘肅金川艾克礦物絕緣電

commercial bills, letters of guarantee,

纜有限公司)

factoring, domestic letters of credit,

import letters of credit and other

comprehensive credit extension

business

4

Jinchun Maike Metal Resources

30,000

Working capital loans, bank

Major related party

Co., Ltd. (金川邁科金屬資

acceptance bills, discounted

transaction

源有限公司)

commercial bills, letters of guarantee,

factoring, domestic letters of credit,

import letters of credit and other

comprehensive credit extension

business

5

Jinchang Niedu Mining

10,000

Working capital loans, bank

Major related party

Industry Co., Ltd. (金昌鎳都

acceptance bills, discounted

transaction

礦山實業有限公司)

commercial bills, letters of guarantee,

factoring, domestic letters of credit,

import letters of credit and other

comprehensive credit extension

business

6

Jinchang Jinchuan Wanfang

5,000

Working capital loans, bank

Major related party

Industrial Co., Ltd. (金昌金

acceptance bills, discounted

transaction

川萬方實業有限責任公司)

commercial bills, letters of guarantee,

factoring, domestic letters of credit,

import letters of credit and other

comprehensive credit extension business

- 64 -

ANNEX 6 ESTIMATED CAPS OF RELATED PARTY/CONNECTED TRANSACTIONS FOR 2021

Estimated

Type of

No.

Name of related party

annual caps

Proposed transactions

transaction

7

Jinchuan Group Machinery

5,000

Working capital loans, bank

Major related party

Manufacturing Co., Ltd. (

acceptance bills, discounted

transaction

川集團機械製造有限公司)

commercial bills, letters of guarantee,

factoring, domestic letters of credit,

import letters of credit and other

comprehensive credit extension

business

8

Jinchuan Group Chemical New

20,000

Working capital loans, bank

Major related party

Materials Co.,Ltd. (金川集

acceptance bills, discounted

transaction

團化工新材料有限責任公

commercial bills, letters of guarantee,

)

factoring, domestic letters of credit,

import letters of credit and other

comprehensive credit extension

business

9

Jinchuan Group Nickel Alloy

2,000

Working capital loans, bank

Major related party

Co., Ltd. Jinchuan Branch(

acceptance bills, discounted

transaction

川集團鎳合金有限公司金川

commercial bills, letters of guarantee,

分公司)

factoring, domestic letters of credit,

import letters of credit and other

comprehensive credit extension

business

10

Jinchuan Group Copper

20,000

Working capital loans, bank

Major related party

Industry Co., Ltd. (金川集團

acceptance bills, discounted

transaction

銅業有限公司)

commercial bills, letters of guarantee,

factoring, domestic letters of credit,

import letters of credit and other

comprehensive credit extension business

- 65 -

ANNEX 6 ESTIMATED CAPS OF RELATED PARTY/CONNECTED TRANSACTIONS FOR 2021

Estimated

Type of

No.

Name of related party

annual caps

Proposed transactions

transaction

11

Lanzhou Jintong Energy

40,000

Fixed asset loans, working capital

Major related party

Storage Power Materials Co.,

loans, bank acceptance bills,

transaction

Ltd. (蘭州金通儲能動力材

discounted commercial bills, letters

料有限公司)

of guarantee, factoring, domestic

letters of credit, import letters of

credit and other comprehensive credit

extension business

Total

300,000

IV. GANSU FINANCIAL HOLDING GROUP CO., LTD.

  1. Overview
    Gansu Financial Holding Group Co., Ltd. ("Gansu Financial Holding Group"), registered with Gansu Administration of Industry and Commerce on April 26, 2016, is principally engaged in financial businesses such as investment in and management of bank, securities, insurance, funds, guarantees, trusts, leasing, futures, asset management, pawnbroking and equity trading as well as investment management and non-financial businesses such as strategic emerging industries, modern service industries, commercial trade and logistics.
    Since its establishment, Gansu Financial Holding Group has given full play to its leading role as a local financial enterprise, insisted on market-oriented operation, and has developed into a large-scale local financial holding group integrating securities, futures, insurance, funds, financing guarantees, asset management and equity trading. As of the end of 2020, the capital strength of Gansu Financial Holding Group has been greatly enhanced, owning 17 enterprises in which it had a controlling interest or equity interest. The total social assets managed by the group and its controlled enterprises exceeded RMB300 billion, and the net assets would reach RMB40 billion.
    As of the end of September 2020, Gansu Financial Holding Group had total assets of RMB28,445 million and total liabilities of RMB13,641 million, of which short-term loans were RMB6,202 million, long-term loans were RMB2,000 million, owner's equity was RMB14,803 million, gearing ratio was 47.9%, total operating income was RMB1,994 million, net profit was RMB850 million, and net assets were RMB14,803 million. With

- 66 -

ANNEX 6 ESTIMATED CAPS OF RELATED PARTY/CONNECTED TRANSACTIONS FOR 2021

strong comprehensive strength and as the key financial holding platform built by the Gansu Provincial Government, Gansu Financial Holding Group has strong shareholder support, strong capital strength and abundant resources, and has been listed as a key customer at the head office level by many banks.

  1. Proposed estimated annual caps and demand analysis for 2021
    The proposed estimated annual caps for 2021 will be comprehensive credit lines of RMB3,500 million, which will be mainly used for, among others, working capital loans, bank acceptance bills, letters of credit and letters of guarantee. Particulars are set out in Table 4.
    Table 4: Proposed estimated annual caps of Gansu Financial Holding Group for 2021

Unit: RMB0'000

Estimated

Type of

No.

Name of related party

annual caps

Proposed transactions

transaction

1.

Gansu Financial Holding

150,000

Fixed asset loans, working

Major

Group Co., Ltd.

capital loans, bank

related party

acceptance bills, discounted

transaction

commercial bills, letters

of guarantee, factoring,

domestic letters of credit,

import letters of credit and

other comprehensive credit

extension business

2.

Longyuan Finance Lease

80,000

Fixed asset loans, working

Major

(Pingtan) Co., Ltd. (隴原

capital loans, bank

related party

融資租賃(平潭)有限公

acceptance bills and other

transaction

)

business

3.

Gansu Jinkong Investment

70,000

Fixed asset loans, working

Major

Co. Ltd. (甘肅金控投資

capital loans, bank

related party

有限公司)

acceptance bills and other

transaction

business

- 67 -

ANNEX 6 ESTIMATED CAPS OF RELATED PARTY/CONNECTED TRANSACTIONS FOR 2021

Estimated

Type of

No.

Name of related party

annual caps

Proposed transactions

transaction

4.

Gansu Jinkong Natural

50,000

Fixed asset loans, working

Major

Ecological Environment

capital loans, bank

related party

Investment &

acceptance bills and other

transaction

Construction Co. Ltd.

business

(甘肅金控自然生態環境

投資建設有限公司)

Total

350,000

In 2021, the related party transactions previously entered into with four related legal persons of the Bank including Gansu Province Highway Aviation Tourism Investment Group Co., Ltd. and their controlled subsidiaries will fall within the annual caps of the related party transactions, and will be conducted based on general commercial principles and on the terms available to related parties being no more favorable than those available to non-related parties for similar transactions.

  1. RELATED NATURAL PERSONS
    The grant of credit to individual customers is one of the core credit products of the Bank. The credit facilities granted to individual customers by the Bank include personal mortgage loan, consumer loan, business loan and other credit products. Individual customers of the Bank may apply to the Bank for one or more of the above credit products according to their actual funding needs. At the end of 2020, the balance1 of outstanding loans granted to related natural persons by the Bank was RMB222 million. Based on the principle of risk control and operation efficiency, and the actual conditions of the Bank and taking into overall consideration of economic development and consumer price, subject to the terms available to related parties being no more favorable than those available to non-related parties for similar transactions, the proposed estimated annual caps of comprehensive credit lines granted to the related natural persons by the Bank for related party transactions regarding credit facilities were RMB300 million in 2021, which was mainly used for personal loan, etc.
    It is determined in this proposal that the estimated caps will be valid from the date of consideration and approval at the 2020 annual general meeting until the convening of the 2021 annual general meeting.
    This proposal is subject to consideration at the AGM.

- 68 -

ANNEX 7

GENERAL MANDATE TO ISSUE SHARES

In order to keep the capital adequacy ratio constantly remaining at the required level, meet the capital requirement of the Bank for its continuous business development, utilize financing platforms flexibly and effectively and take advantage of opportunities in the capital market in a timely manner, it is proposed that the Board approve and propose the general meeting to approve the proposal for granting the Board a general mandate to issue shares and matters including authority delegation by the Board, according to the requirements of applicable laws and regulations of the PRC, the Hong Kong Listing Rules and the Articles of Association.

  1. PARTICULARS OF THE GENERAL MANDATE TO ISSUE SHARES
    1. Subject to the conditions set out in Paragraph (II) below, the Board shall be authorized to separately or concurrently ratify, allot, issue, grant and/or otherwise deal with Shares (overseas listed foreign Shares and/or Domestic Shares (including A Shares)), securities convertible into Shares, share options and warrants of securities that are entitled to subscribe for any Shares or are convertible into Shares, or other securities that carry rights to subscribe for or are convertible into Shares during the Relevant Period (as defined below).

Notwithstanding the fulfillment of the conditions set out in Paragraph (II) below, the Board of the Bank shall obtain a separate mandate by way of a special resolution prior to making the allotment of Shares with voting rights if such allotment will result in an actual change of the control rights of the Bank

  1. The number of Shares (overseas listed foreign Shares and/or Domestic Shares (including A Shares)), securities convertible into Shares, share options and warrants of securities that are entitled to subscribe for any Shares or are convertible into Shares, or other securities that carry rights to subscribe for or are convertible into Shares (among which, the above securities shall be calculated on the basis of the number of overseas listed foreign Shares/Domestic Shares which such securities can be converted into/be allotted) proposed to be ratified, allotted, issued, granted and/or otherwise dealt with by the Board shall not respectively exceed 20% of the total number of each category of the overseas listed foreign Shares and Domestic Shares of the Bank in issue as at the date on which this resolution is passed at the AGM.
  1. For the purposes of this resolution, "Relevant Period" means the period from the date on which this special resolution is passed at the general meeting until the earliest of:
    1. the conclusion of the next AGM of the Bank following the date on which this resolution is passed;
    2. the expiration of twelve months following the date on which this resolution is passed at the general meeting;
      • 69 -

ANNEX 7

GENERAL MANDATE TO ISSUE SHARES

3. the date on which the authority granted to the Board under this resolution is revoked or varied by a special resolution at a general meeting.

(IV) The Board shall be authorized to determine the details of the issuance plan, including but not limited to:

      1. the class and number of Shares proposed to be issued;
      2. the pricing methods and/or the issue price (including the price range);
      3. the commencement and closing dates of the issuance;
      4. the specific use of proceeds;
      5. the making or granting of recommendations, agreements and options which might require the exercise of such powers;
      6. other contents that should be included in the detailed issuance plan as required under relevant laws and regulations and other normative documents, and as requested by relevant regulatory authorities and the stock exchange of the listing place.
    1. The Board shall be authorized to implement the issuance plan and deal with the matters related to an increase in the registered capital of the Bank, so as to reflect the Shares authorized to be issued by the Bank under this resolution, and to make such amendments as it deems appropriate and necessary to the clauses related to the issuance of Shares and registered capital in the Articles of Association, and to adopt and complete any other actions and procedures which are necessary for the implementation of the issuance plan and the completion of the increase in the registered capital of the Bank.
  1. RELEVANT AUTHORIZATION
    In order to improve the efficiency of decision-making, reduce internal approval procedures and grasp market opportunities, it is proposed that the Board approve and the Board in turn propose the general meeting to authorize the Board and the persons authorized by the Board to deal with the matters in connection with the issuance of Shares under the general mandate. The above specific details of the authorization given to the authorized persons by the Board will be separately determined upon the exercise of the general mandate by the Board under this resolution.
    This proposal is subject to consideration at the AGM.

- 70 -

Attachments

  • Original document
  • Permalink

Disclaimer

Bank of Gansu Co. Ltd. published this content on 15 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 April 2021 08:56:04 UTC.