BOCOM International : NOTICE OF ANNUAL GENERAL MEETING AND PROPOSALS FOR RE-ELECTION OF DIRECTORS AND PROPOSALS FOR GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

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 BOCOM International Holdings Company Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank or stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

BOCOM INTERNATIONAL HOLDINGS COMPANY LIMITED

(incorporated in Hong Kong with limited liability)

(Stock Code: 3329)

NOTICE OF ANNUAL GENERAL MEETING

AND

PROPOSALS FOR RE-ELECTION OF DIRECTORS

AND

PROPOSALS FOR GENERAL MANDATES TO ISSUE

AND BUY BACK SHARES

A notice convening the AGM of BOCOM International Holdings Company Limited to be held at Harbour View Ballroom I, Level 4, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on 29 June 2021 at 10 : 00 a.m. is set out on pages 7 to 10 of this circular.

Whether or not you are able to attend the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours (excluding any part of a day that is a public holiday) before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the meeting or any adjournment thereof if they so wish

PRECAUTIONARY MEASURES FOR THE AGM

To safeguard the health and safety of Shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the AGM:

1. Body temperature check for each attendee
2. Health declaration and wearing of a surgical face mask by each attendee
3. No distribution of corporate gifts or refreshments or drinks to attendees.

For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the AGM by appointing the chairman of the AGM as their proxy and to return their proxy forms by the time specified above, instead of attending the AGM in person. The form of proxy can be downloaded from the Company's website (www.bocomgroup.com) or the Stock Exchange's website.

The Company will keep the evolving COVID-19 situation under review and may implement additional measures. It may announce additional measures closer to the date of the AGM where necessary.

26 April 2021

	CONTENTS
		Page
Definitions .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Precautionary Measures for the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Appendix I	- Details of the Directors proposed for re-election . . . . . . . . . . . . . . . . . . .	13
Appendix II	- Explanatory statement on the Buy-back Mandate . . . . . . . . . . . . . . . . . .	17

- i -

DEFINITIONS

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

''AGM'' or ''Annual	the annual general meeting of the Company to be held at
General Meeting''	Harbour View Ballroom I, Level 4, Four Seasons Hotel Hong
	Kong, 8 Finance Street, Central, Hong Kong on 29 June 2021 at
	10 : 00 a.m. or any adjournment thereof
''Articles of	the articles of association of the Company
Association''
''Board''	the board of Directors
''BOCOM''	Bank of Communications Co., Ltd. (交通銀行股份有限公司),
	established in 1908, registered in the PRC as joint stock limited
	liability company on 24 December 2004, the H shares and A
	shares of which are listed on the Stock Exchange and the
	Shanghai Stock Exchange, respectively, and the ultimate
	controlling shareholder of the Company
''BOCOM Nominee''	Bank of Communications (Nominee) Company Limited, a
	company incorporated in Hong Kong with limited liability on
	21 August 1981 and a subsidiary of BOCOM and a shareholder
	of the Company holding Shares on trust for BOCOM
''Buy-back Mandate''	the general and unconditional mandate proposed to be granted
	to the Directors to buy back Shares not exceeding 10% of the
	total number of Shares in issue as at the date of passing of the
	relevant resolution at the AGM
''Companies	Companies Ordinance (Chapter 622 of the Laws of Hong Kong)
Ordinance''
''Company''	BOCOM International Holdings Company Limited (交銀國際控
	股有限公司), a company incorporated in Hong Kong with
	limited liability on 3 June 1998, the issued Shares of which are
	listed on the Main Board of the Stock Exchange
''controlling	has the meaning ascribed to it in the Listing Rules
shareholder(s)''
''core connected	has the meaning ascribed to it in the Listing Rules
person(s)''
''Director(s)''	director(s) of the Company

- 1 -

	DEFINITIONS
''Expectation	Expectation Investment Limited, a company incorporated in
Investment''	Hong Kong with limited liability on 29 January 1997, an indirect
	subsidiary of BOCOM and a shareholder of the Company
''General Mandate''	the general and unconditional mandate proposed to be granted
	to the Directors to allot, issue and deal with additional Shares
	not exceeding 20% of the total number of Shares in issue as at
	the date of passing of the relevant resolution at the AGM
''Group''	the Company and its subsidiaries
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''Latest Practicable	19 April 2021, being the latest practicable date prior to the
Date''	printing of this circular for ascertaining certain information
	contained herein
''Listing Rules''	Rules Governing the Listing of Securities on The Stock Exchange
	of Hong Kong Limited
''PRC''	People's Republic of China
''SFO''	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
''Share(s)''	ordinary share(s) of the Company
''Shareholder(s)''	holder(s) of the Shares
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''substantial	has the meaning ascribed to it in the Listing Rules
shareholder''
''Takeovers Code''	Code on Takeovers and Mergers

- 2 -

LETTER FROM THE BOARD

BOCOM INTERNATIONAL HOLDINGS COMPANY LIMITED

(incorporated in Hong Kong with limited liability)

(Stock Code: 3329)

Executive Directors:	Registered Office:
Mr. TAN Yueheng (Chairman)	9/F, Man Yee Building
Mr. MENG Yu (Chief Executive Officer)	68 Des Voeux Road Central
Mr. CHENG Chuange (Deputy Chief Executive Officer)	Hong Kong
Non-executive Directors:
Ms. LIN Zhihong
Mr. SHOU Fugang
Ms. PO Ying
Independent Non-executive Directors:
Mr. TSE Yung Hoi
Mr. MA Ning
Mr. LIN Zhijun
	26 April 2021
Dear Shareholders,

NOTICE OF ANNUAL GENERAL MEETING

AND

PROPOSALS FOR RE-ELECTION OF DIRECTORS

AND

PROPOSALS FOR GENERAL MANDATES TO ISSUE

AND BUY BACK SHARES

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the AGM relating, in particular, to (i) the re-election of Directors; and (ii) the grant of the General Mandate and Buy-back Mandate and to provide you with the notice of AGM.

PROPOSED RE-ELECTION OF DIRECTORS

The Board currently consists of 9 Directors, comprising Mr. TAN Yueheng, Mr. MENG Yu, Mr. CHENG Chuange, Ms. LIN Zhihong, Mr. SHOU Fugang, Ms. PO Ying, Mr. TSE Yung Hoi, Mr. MA Ning and Mr. LIN Zhijun.

- 3 -

LETTER FROM THE BOARD

Pursuant to Article 109 of the Articles of Association, at each annual general meeting, one-third of the Directors for the time being, or, if their number is not a multiple of three, the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. The Directors to retire by rotation shall be those who have been longest in office since their last re-election or appointment and so that as between persons who become or were last re-elected Directors on the same day, those to retire shall, unless they otherwise agree among themselves, be determined by lot. A retiring Director shall be eligible for re-election.

Accordingly, Mr. TAN Yueheng, Mr. CHENG Chuange and Mr. SHOU Fugang, being Directors who have been longest in office, shall retire by rotation at the AGM and, being eligible, have offered themselves for re-election.

The nomination committee of the Company, having reviewed the composition of the Board and assessed the performance of Mr. TAN Yueheng, Mr. CHENG Chuange and Mr. SHOU Fugang, recommended that they stand for re-election at the AGM, in accordance with the Company's current nomination policy and board diversity policy (including without limitation, gender, age, cultural and educational background, ethnicity, geographical location, professional experience, skills, knowledge and length of service). The Board is of the view that the re-election of these Directors is in the best interests of the Company and its Shareholders as a whole. Mr. TAN Yueheng, Mr. CHENG Chuange and Mr. SHOU Fugang had abstained from the relevant resolutions regarding their respective nominations.

Details of the Directors proposed to be re-elected at the AGM are set out in Appendix I to this circular.

REMUNERATION OF DIRECTORS

The remuneration of the Directors is determined with reference to their duties, responsibilities, experience and to the prevailing market conditions. Pursuant to the Articles of Association, the fees payable to the Directors for their services will from time to time be determined by an ordinary resolution; any Director who holds any executive office or who serves on any committee, or who otherwise performs services which in the opinion of the Board are outside the scope of the ordinary duties of a Director, may be paid such additional remuneration by way of salary, commission or otherwise as the Board may determine. The amount of remuneration paid or payable for the year ended 31 December 2020 to each of the Directors are set out in the Company's 2020 annual report.

PROPOSED GRANTING OF THE GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

At the annual general meeting of the Company held on 19 June 2020, the Directors were granted general mandates to allot, issue and deal with Shares and to buy back Shares. Such mandates will expire at the conclusion of the AGM.

- 4 -

LETTER FROM THE BOARD

At the AGM, ordinary resolutions will be proposed to grant to the Directors (i) a general unconditional mandate to buy back Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed not exceeding 10% of the total number of Shares in issue as at the date of passing of the ordinary resolution of the Buy-back Mandate; and (ii) a general unconditional mandate to allot, issue and deal with additional Shares not exceeding the aggregate of (a) 20% of the total number of Shares in issue as at the date of passing of the ordinary resolution of the General Mandate; and (b) the aggregate number of Shares bought back by the Company (if any) under the Buy-back Mandate.

An explanatory statement on the Buy-back Mandate, as required by the Listing Rules and the Companies Ordinance, is set out in the Appendix II to this circular.

DECLARATION OF FINAL DIVIDEND

As stated in the announcement of the Company dated 24 March 2021 in relation to the annual results of the Group for the year ended 31 December 2020, the Board recommended the payment of a final dividend to Shareholders whose names appear on the register of members of the Company on 7 July 2021. The proposed final dividend is subject to the approval by the Shareholders at the AGM and a resolution will be proposed to the Shareholders for voting at the AGM. If the resolution for the proposed final dividend is passed at the AGM, the final dividend is expected to be paid on or about 14 July 2021.

The register of members of the Company will be closed on 7 July 2021, for the purpose of determining the entitlements of the Shareholders to the proposed final dividend upon the passing of the relevant resolution. No transfer of the Shares may be registered on that date. In order to qualify for the proposed final dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4 : 30 p.m. on 6 July 2021.

AGM

The notice of AGM is set out on pages 7 to 10 of this circular.

The register of members of the Company will be closed from 24 June 2021 to 29 June 2021 (both dates inclusive), for the purpose of determining the entitlements of the Shareholders to attend and vote at the AGM, during which period no transfer of the Shares will be registered. In order to qualify to attend and vote at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4 : 30 p.m. on 23 June 2021.

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the form of proxy and return it to the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, in

- 5 -

LETTER FROM THE BOARD

accordance with the instructions printed thereon not less than 48 hours before (excluding any part of a day that is a public holiday) the time fixed for the AGM or at any adjournment thereof. The completion and return of a form of proxy will not preclude you from attending and voting at the AGM in person should you so wish.

VOTING

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Board considers that all the proposed resolutions set out in the notice of AGM, including, among others, (i) the re-election of Directors; and (ii) the grant of the General Mandate and the Buy-back Mandate are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendices to this circular.

By order of the Board

BOCOM International Holdings Company Limited

TAN Yueheng

Chairman and Executive Director

- 6 -

NOTICE OF ANNUAL GENERAL MEETING

BOCOM INTERNATIONAL HOLDINGS COMPANY LIMITED

(incorporated in Hong Kong with limited liability)

(Stock Code: 3329)

NOTICE IS HEREBY GIVEN that the annual general meeting of BOCOM International Holdings Company Limited (the ''Company'') will be held at Harbour View Ballroom I, Level 4, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on 29 June 2021 at 10 : 00 a.m. for the following purposes:

1. To receive the audited consolidated financial statements and the reports of the directors of the Company (the ''Directors'') and the auditor for the year ended 31 December 2020.
2. To declare a final dividend of HK$0.16 per share.
3. To re-elect Directors and to authorise the Board of Directors to fix the remuneration of Directors.
4. To re-appoint PricewaterhouseCoopers as the auditor and to authorise the Board of Directors to fix its remuneration.

and to consider and, if thought fit, pass with or without modification the following resolutions as ordinary resolutions:

5. ''THAT:

1. subject to paragraph (b) of this resolution, the exercise by the Directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional Shares or securities convertible into Shares or options, warrants or similar rights to subscribe for the Shares or such convertible securities and to make or grant offers, agreements or options which would or might require the exercise of such powers whether during or after the end of the Relevant Period (as defined below) be and is hereby generally and unconditionally approved;
2. the aggregate number of Shares allotted or agreed to be allotted by the Directors of the Company pursuant to the approval in paragraph (a) of this resolution, other than pursuant to a (i) rights issue, (ii) any scrip dividend scheme or similar arrangement providing for the allotment of the Shares in lieu of the whole or part of a dividend on the Shares or (iii) a specific authority granted by the Shareholders in general meeting, shall not exceed the aggregate of:

- 7 -

NOTICE OF ANNUAL GENERAL MEETING

1. 20% of the total number of Shares in issue as at the date of passing of this resolution; and
2. (if the Directors of the Company are so authorised by a separate ordinary resolution of the Shareholders) the aggregate number of Shares bought back by the Company (if any) under the general mandate to buy back Shares referred to in the resolution numbered 6 below,

and the said approval shall be limited accordingly; and

1. for the purpose of this resolution numbered 5, ''Relevant Period'' means the period from the passing of the resolution until the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the end of the period within which the Company is required by the Articles of Association or any applicable laws to hold its next annual general meeting; and
   3. the date on which the mandate is varied or revoked by an ordinary resolution of the Shareholders in general meeting.
3. for the purpose of this resolution numbered 5, ''Shares'' means ordinary shares of the Company and ''Shareholders'' means holders of the Shares.''

6. ''THAT:

1. subject to paragraph (b) of this resolution, the exercise by the Directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to buy back the Shares on the Stock Exchange, or on any other stock exchange on which the Shares may be listed (and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose), be and is hereby generally and unconditionally approved;
2. the maximum number of Shares to be bought back by the Company pursuant to the approval in paragraph (a) shall not exceed in aggregate 10% of the total number of Shares in issue as at the date of passing of this resolution and at such price or prices as may be determined by the Directors of the Company, provided the purchase price shall not be 5% or more than the average closing market price for the five preceding trading days on which the Shares were traded on the Stock Exchange, and otherwise in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and the said approval shall be limited accordingly; and

- 8 -

NOTICE OF ANNUAL GENERAL MEETING

1. for the purpose of this resolution numbered 6, ''Relevant Period'' means the period from the passing of the resolution until the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the end of the period within which the Company is required by the Articles of Association or any applicable laws to hold its next annual general meeting; and
   3. the date on which the mandate is varied or revoked by an ordinary resolution of the shareholders of the Company in general meeting; and
3. for the purpose of this resolution numbered 6, ''Shares'' means ordinary shares of the Company, ''Shareholders'' means holders of the Shares and ''Stock Exchange'' means The Stock Exchange of Hong Kong Limited.''

7. ''THAT conditional on the passing of resolutions 5 and 6, the general mandate granted to the Directors of the Company to exercise the powers of the Company to allot, issue, grant or otherwise deal with additional Shares in the Company pursuant to resolution 5 be and is hereby extended by the addition thereto of the total number of Shares bought back by the Company under the general mandate granted pursuant to resolution 6, provided that such number of Shares shall not exceed 10% of the total number of Shares in issue as at the date of passing of resolutions 5 and 6.''

By Order of the Board

BOCOM International Holdings Company Limited

YI Li

Company Secretary

Hong Kong, 26 April 2021

Notes:

1. Given the evolving 2019 novel coronavirus (COVID-19) pandemic, in order to prevent the spreading of COVID-19 and safeguard the health and safety of the Shareholders, it is suggested that shareholders consider appointing the chairman of the annual general meeting as his/her proxy to vote at the meeting instead of attending in person.
2. In order to determine the eligibility to attend and vote at the above meeting, the register of members of the Company will be closed from 24 June 2021 to 29 June 2021 (both dates inclusive). To qualify to attend and vote at the meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4 : 30 p.m. on 23 June 2021.

- 9 -

NOTICE OF ANNUAL GENERAL MEETING

1. For the purpose of determining the entitlements of the shareholders to the proposed final dividend upon the passing of the relevant resolution, the register of members of the Company will be closed on 7 July 2021. To qualify for the proposed final dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4 : 30 p.m. on 6 July 2021.
2. Any member of the Company entitled to attend and vote at the above meeting (or any adjournment thereof) is entitled to appoint one or more persons as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.
3. In the case of joint registered holders of any shares in the Company, any one of such persons may vote at the above meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders are present at the above meeting personally or by proxy, that one so present whose name stands first in the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.
4. In order to be valid, the completed form of proxy must be deposited at the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours (excluding any part of a day that is a public holiday) before the time appointed for holding the above meeting or adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM and any adjournment thereof if you so wish, and if such event, the form of proxy will be deemed to be revoked.
5. Due to the evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the meeting arrangements at short notice. Shareholders are advised to check the Company's website for further announcements and updates on the meeting arrangements that may be issued.
6. Shareholders are suggested to telephone the Company's hotline at (852) 3710 3328 for arrangements of the meeting in the event that a gale warning (tropical cyclone no. 8 or above) or black rainstorm warning is hoisted on the day of the meeting.

- 10 -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

With the ever-evolvingCOVID-19 pandemic and the heightened requirements for the prevention and control of its spreading, to safeguard the health and safety of Shareholders who might be attending the annual general meeting in person, the Company will implement the following precautionary measures.

The Company does not in any way wish to diminish the opportunity available to Shareholders to exercise their rights and to vote, but is conscious of the pressing need to protect Shareholders from possible exposure to the COVID-19 pandemic. For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the annual general meeting by appointing the chairman of the annual general meeting as their proxy instead of attending the annual general meeting in person. Physical attendance is not necessary for the purpose of exercising Shareholder rights. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the annual general meeting or any adjournment thereof should they subsequently so wish.

The deadline to submit completed proxy forms is Saturday, 26 June 2021 at 10 : 00 a.m.. Completed proxy forms must be returned to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. The form of proxy can be downloaded from the Company's website (www.bocomgroup.com) or the Stock Exchange's website.

Non-registered Shareholders whose shares are held through banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited should consult directly with their banks or brokers or custodians (as the case may be) to assist them in the appointment of proxy.

To safeguard the health and safety of Shareholders who might be attending the annual general meeting in person, the Company will also implement the following measures at the AGM:

1. Compulsory temperature checks will be carried out on every attendee. Any person with a body temperature above the reference range quoted by the Department of Health from time to time, or who is exhibiting flu-like symptoms may be denied entry into the venue of the annual general meeting and be requested to leave.
2. Every attendee will be required to submit a completed health declaration form prior to entry into the venue of the annual general meeting. Please complete and sign the health declaration form such that it is ready for collection at the main entrance of the venue of the annual general meeting to facilitate prompt and smooth processing.
3. Every attendee will be required to wear a surgical face mask throughout the annual general meeting and sit at a distance from other attendees. Please note that no masks will be provided at the venue of the annual general meeting and attendees should wear their own masks.

- 11 -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

1. No corporate gifts or refreshments or drinks will be distributed to attendees at the annual general meeting.

To the extent permitted by law, the Company reserves the right to deny entry into the venue of the annual general meeting or require any person to leave the venue of the annual general meeting so as to ensure the health and safety of the attendees at the annual general meeting.

Due to the constantly evolving COVID-19 pandemic situation, the Company may be required to change the arrangements of the annual general meeting at short notice. Shareholders are advised to check the Company's website for further announcements and updates on the arrangements of annual general meeting that may be issued.

If Shareholders have any questions relating to the annual general meeting, please contact Computershare Hong Kong Investor Services Limited, the Hong Kong share registrar of the Company, as follows:

Computershare Hong Kong Investor Services Limited 17M Floor, Hopewell Centre

183 Queen's Road East, Wanchai, Hong Kong Telephone: [phone]

Facsimile: [phone]

Email: [e-mail]

- 12 -

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

The following are the details of the Directors proposed to be re-elected at the AGM.

(1) Mr. TAN Yueheng

TAN Yueheng, JP, aged 58, is the Chairman and an Executive Director of the Company. He was appointed as a Director of the Company in February 2007 and the Vice Chairman of the Company in June 2007. He has served as the Chairman of the Company since July 2016 and was re-designated as an Executive Director of the Company in October 2016. He is also a director of various subsidiaries of the Company. Prior to joining the Group, Mr. TAN served as the deputy general manager of Jiang Nan Finance Limited from 1997 to 2002, the deputy general manager of CMB International Capital Corporation Limited from 1997 to 2002, a director of Great Wall Securities Limited from 1998 to 2002, the deputy general manager of China Merchants Finance Holdings Company Limited from 2002 to 2007, the chairman of the supervisory board of China Merchants Securities Co., Ltd. from 2003 to 2007, and a non-executive director of China Merchants Bank from 2004 to 2007.

Mr. TAN graduated from Hunan Institute of Finance and Economics with a bachelor's degree in Finance in July 1983. He also obtained a master's degree in Economics, with a major in Money and Banking from the Graduate School of the People's Bank of China in July 1986 and a doctorate degree in Economics from the Graduate School of Chinese Academy of Social Sciences in December 1989. Mr. TAN is a member of the Chinese People's Political Consultative Conference Gansu Provincial Committee and was appointed as a member of the Standing Committee since 13 January 2020. He was the chairman of the Chinese Securities Association of Hong Kong from March 2015 to February 2019, and has been the permanent honorary chairman since February 2019. Mr. TAN has been appointed as a Justice of the Peace by the Hong Kong Government since October 2020, a director of the Chinese General Chamber of Commerce since November 2020, and a member of HKTDC Financial Services Advisory Committee starting from 1 April 2021.

Mr. TAN has entered into a letter of appointment with the Company. The term of appointment commenced on 31 October 2019 and will continue thereafter until terminated by either party giving to the other not less than 3 months' notice in writing. Pursuant to the terms of the letter of appointment, no director's fees are payable to Mr. TAN as an Executive Director of the Company.

As at the Latest Practicable Date, Mr. TAN's interests in the shares of the Company and its associated corporation (within the meaning of Part XV of the SFO) are set out below:

Long Positions in Shares of the Company

			Approximate percentage
			to the total number of
		Number of	issued shares of the
Capacity	Class of shares held	shares held	Company (%)
Beneficial owner	Ordinary shares	2,000,000	0.07%

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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Long Positions in shares of associated corporation - BOCOM
			Approximate
			percentage to the	Approximate
			total number of	percentage to the
			relevant class of	total number of
			issued shares of	issued shares of
	Class of shares	Number of	the associated	the associated
Capacity	held	shares held	corporation (%)	corporation (%)
Beneficial owner	H shares	170,000	0.00	0.00
	A shares	140,000	0.00	0.00

Save as disclosed above, Mr. TAN (i) has not held any other position with any member of the Group; (ii) is not related to any Director, senior management, substantial shareholder or controlling shareholder of the Company; (iii) does not have any interest in Shares within the meaning of Part XV of the SFO; and (iv) has not been a director of any listed public company in Hong Kong or overseas during the past three years. Save as disclosed above, Mr. TAN has confirmed that there are no other matters that need to be brought to the attention of the Shareholders and there is no other information that needs to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

(2) Mr. CHENG Chuange

CHENG Chuange, aged 56, is the Deputy Chief Executive Officer and an Executive Director of the Company. He joined the Group in July 2007, was appointed as the Deputy Chief Executive Officer in March 2010 and as a Director of the Company in June 2010, and was re-designated as an Executive Director of the Company in October 2016. He is also a director of various subsidiaries of the Company. Prior to joining the Group, Mr. CHEUNG was recognised as a lecturer by Wuhan University in October 1992 and subsequently worked in various financial institutions, including participating in the setting up of Shenzhen City Commercial Bank and holding various positions in the bank since 1995, serving as the general manager in the planned fund department and the assistant to the president of the Guangzhou branch of China Everbright Bank since 1997 and 1998 respectively, participating in the establishment of the southern headquarters of Three Gorges Securities Company Limited from November 2000 to November 2001 and serving as the general manager of the southern headquarters from September 2001 to September 2003, and serving as a director of Concorde Securities Limited from December 2001, the deputy general manager from November 2003 and the vice president from February 2005.

Mr. CHENG graduated from Zhengzhou University with a bachelor's degree in Philosophy in June 1987. He obtained a master's degree in Philosophy from Wuhan University in July 1990 and a doctorate degree in Economics from Wuhan University in December 1997. Mr. CHENG obtained the qualification of senior economist in November 1999 and has been the vice chairman of the Chinese Securities Association of Hong Kong since June 2019.

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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Mr. CHENG has entered into a letter of appointment with the Company. The term of appointment commenced on 31 October 2019 and will continue thereafter until terminated by either party giving to the other not less than 3 months' notice in writing. Pursuant to the terms of the letter of appointment, no director's fees are payable to Mr. CHENG as an Executive Director of the Company.

Save as disclosed above, Mr. CHENG (i) has not held any other position with any member of the Group; (ii) is not related to any Director, senior management, substantial shareholder or controlling shareholder of the Company; (iii) does not have any interest in Shares within the meaning of Part XV of the SFO; and (iv) has not been a director of any listed public company in Hong Kong or overseas during the past three years. Save as disclosed above, Mr. CHENG has confirmed that there are no other matters that need to be brought to the attention of the Shareholders and there is no other information that needs to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

(3) Mr. SHOU Fugang

SHOU Fugang, aged 59, is a Non-executive Director of the Company. He was appointed as a Director in August 2007 and was re-designated as a Non-executive Director of the Company in October 2016. Mr. SHOU has been a director of BCOM Finance (Hong Kong) Limited since August 2000, the chief executive of BCOM Finance (Hong Kong) Limited since September 2007, and an executive director and chief executive officer of China BOCOM Insurance Company Limited since August 2019.

Mr. SHOU joined BOCOM in July 1987. He was the deputy officer (from July 1994 to November 1996) and officer (from November 1996 to November 1999) of the international banking department of BOCOM and served as the deputy general manager of the overseas business department of BOCOM from November 1999 to February 2000, the deputy general manager of BOCOM (Hong Kong Branch) from February 2000 to July 2007, the chief executive of BOCOM (Hong Kong Branch) from July 2007 to August 2017, the chairman of Bank of Communications (Hong Kong) Limited from April 2017 to February 2019 and the chairman of China BOCOM Insurance Company Limited from November 2010 to August 2019.

Mr. SHOU graduated from Fudan University with a bachelor's degree in Political Economics in July 1984. He obtained a master's degree in Political Economics from Fudan University in July 1987 and a master's degree in Business Administration jointly awarded by Northwestern University and Hong Kong University of Science and Technology in May 2004.

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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

As at the Latest Practicable Date, Mr. SHOU's interests in the shares of the associated corporation of the Company (within the meaning of Part XV of the SFO) are set out below:

Long Positions in shares of associated corporation - BOCOM

			Approximate
			percentage to the	Approximate
			total number of	percentage to the
			relevant class of	total number of
			issued shares of	issued shares of
	Class of shares	Number of	the associated	the associated
Capacity	held	shares held	corporation (%)	corporation (%)
Beneficial owner	H shares	85,000	0.00	0.00
	A shares	80,000	0.00	0.00

Mr. SHOU has entered into a letter of appointment with the Company. The term of appointment commenced on 31 October 2019 and will end on 30 October 2022. Pursuant to the terms of the letter of appointment, no director's fees are payable to Mr. SHOU as an Non-executive Director of the Company.

Save as disclosed above, Mr. SHOU (i) has not held any other position with any member of the Group; (ii) is not related to any Director, senior management, substantial shareholder or controlling shareholder of the Company; (iii) does not have any interest in Shares within the meaning of Part XV of the SFO; and (iv) has not been a director of any listed public company in Hong Kong or overseas during the past three years. Save as disclosed above, Mr. SHOU has confirmed that there are no other matters that need to be brought to the attention of the Shareholders and there is no other information that needs to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

This appendix serves as an explanatory statement, as required by the Listing Rules, and also as a memorandum of the terms of a proposed buy-back, as required by Section 239(2) of the Companies Ordinance, to provide information to Shareholders with regard to the Buy-back Mandate.

1 SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares in issue was 2,734,392,000 Shares. Subject to the passing of the resolution regarding the Buy-back Mandate and on the basis that no further Shares are issued or bought back prior to the AGM, the Company would be allowed to buy back a maximum of 273,439,200 Shares, representing not more than 10% of the total number of Shares in issue at the Latest Practicable Date.

2 REASONS FOR BUY-BACKS

The Directors believe that the ability to buy back Shares is in the interests of the Company and the Shareholders. Buy-backs may, depending on the circumstances, result in an increase in the net assets and/or earnings per Share. The Directors have sought the grant of a general mandate to buy back Shares to give the Company the flexibility to do so if and when appropriate. The number of Shares to be bought back on any occasion and the price and other terms upon which the same are bought back will be decided by the Directors at the relevant time having regard to the circumstance then pertaining.

3 FUNDING OF BUY-BACKS

In buying back Shares, the Company may only apply funds lawfully available for such purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws and regulations of Hong Kong.

There could be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited accounts for the year ended 31 December 2020) if the Buy-back Mandate were to be carried out in full at any time during the buy-back period. However, the Directors will not propose to exercise the Buy-back Mandate if, in the opinion of the Directors, this would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing position of the Company.

4 SHARE BUY-BACKS MADE BY THE COMPANY

The Company had not bought back any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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APPENDIX II EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

5 SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the previous twelve months prior to the Latest Practicable Date are as follows:

	Price per Share
Month	Highest	Lowest
	HK$	HK$
April 2020	1.09	0.99
May 2020	1.05	0.96
June 2020	1.06	0.94
July 2020	1.15	0.93
August 2020	1.07	0.99
September 2020	1.07	0.99
October 2020	1.12	1.03
November 2020	1.10	0.99
December 2020	1.10	0.99
January 2021	1.43	1.00
February 2021	1.42	1.23
March 2021	1.63	1.34
April 2021 (up to the Latest Practicable Date)	1.82	1.59

6 GENERAL

The Buy-back Mandate will expire upon the earliest of: (i) the conclusion of the next annual general meeting of the Company; or (ii) the end of the period within which the Company is required by the Articles of Association or any applicable laws to hold its next annual general meeting; or (iii) the date on which the Buy-back Mandate is varied or revoked by an ordinary resolution of the Shareholders in general meeting.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates currently intends to sell any Shares to the Company.

The Directors have undertaken to the Stock Exchange that they will exercise the power of the Company to make any buy-backs of Shares pursuant to the Buy-back Mandate in accordance with the Listing Rules and the applicable laws and regulations of Hong Kong.

No core connected person of the Company has notified the Company that he or she has a present intention to sell Shares to the Company, or has undertaken not to do so, if the Buy-back Mandate is exercised.

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APPENDIX II EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

7 TAKEOVERS CODE

If, as a result of any buy-back of Shares, a Shareholder's proportionate interest in the voting rights of the Company is increased, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 or Rule 32 of the Takeovers Code.

As at the Latest Practicable Date, the following interests in Shares were recorded in the register of interests in shares and short positions of the Company maintained under Section

336 of the SFO:

			Percentage of	Percentage of
Name of			shareholding (as at	shareholding (if the
substantial		Number of Shares	the Latest	Buy-back Mandate
Shareholder	Nature of interest	held/interested	Practicable Date)	is exercised in full)
BOCOM	Interest in a controlled	2,000,000,000	73.14%	81.27%
	corporation, beneficiary
	of trust(1)
BOCOM Nominee	Interest in a controlled	2,000,000,000	73.14%	81.27%
	corporation, Trustee
	(other than bare
	trustee)(2)

Notes:

1. Expectation Investment is an indirect subsidiary of BOCOM and is the beneficial owner of 500,000 Shares. BOCOM is deemed to be interested in an aggregate of 2,000,000,000 Shares which BOCOM Nominee is interested in as trustee (other than a bare trustee) and which Expectation Investment is interested in as beneficial owner.
2. BOCOM Nominee is a subsidiary of BOCOM and (a) holds 1,999,500,000 Shares on trust for BOCOM and (b) controls 50% of voting rights of Expectation Investment which is the beneficial owner of 500,000 Shares.

Save as aforesaid and based on the information available to the Directors as at the Latest Practicable Date, the Directors are not aware of any consequences or implications which may arise under the Takeovers Code as a result of exercising the power to buy back Shares under the Buy-back Mandate. The Directors do not have any present intention to exercise the Buy-back Mandate to such extent as will trigger the Takeovers Code.

The Directors do not propose to buy back Shares which would result in the aggregate number of Shares of the Company in issue in public reducing to below 25%.

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