Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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

PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

As the term of office for the first session of the Board of the Bank expires, it is proposed to elect the second session of the Board, which shall comprise 15 Directors. The Bank hereby proposes to make an amendment to the existing article 174 of the Articles of Association of the Bank pursuant to requirements under relevant laws and regulations. The Board approved and resolved to submit to the Shareholders the amendment in relation to the total number of Directors of the Bank as stated in article 174 of the Articles of Association of the Bank for their consideration and approval.
This announcement is made pursuant to Rule 13.51(1) of the Listing Rules. The proposed amendment to the Articles of Association shall be subject to approval of the Shareholders at the 2011 first extraordinary general meeting of the Bank. A circular containing, among others, details of the proposed amendment to the Articles of Association and the notice of the 2011 first extraordinary general meeting will be dispatched to the Shareholders as soon as practicable.

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PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION OF THE BANK

As the term of office for the first session of the Board of the Bank expires, it is proposed to elect the second session of the Board, which shall comprise 15 Directors. The Bank hereby proposes to make an amendment to the existing article 174 of the Articles of Association of the Bank pursuant to requirements under relevant laws and regulations. The Board approved and resolved to submit to the Shareholders the amendment in relation to the total number of Directors of the Bank as stated in article 174 of the Articles of Association of the Bank for their consideration and approval. The proposed amendment to article 174 of the Articles of Association is as follows:-

The existing article 174 of the Articles of Association:

"The Bank has a board of directors which shall be composed of 11 Directors, with one
Chairman."

be amended as:

"The Bank has a board of directors which shall be composed of 15 Directors, with one
Chairman."
The English version of the above article is an unofficial translation of its Chinese version. In case of any discrepancy between the two versions, the Chinese version shall prevail.

GENERAL

This announcement is made pursuant to Rule 13.51(1) of the Listing Rules. The proposed amendment to the Articles of Association shall be subject to approval of the Shareholders by way of passing a special resolution at the 2011 first extraordinary general meeting of the Bank.
A circular containing, among others, details of the proposed amendment to the Articles of Association and the notice of the 2011 first extraordinary general meeting will be dispatched to the Shareholders as soon as practicable.

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DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions have the following meanings:
"Articles of Association" means the articles of association of the Bank, as amended from time to time;
"Board" means the board of Directors of the Bank;
"PRC" means the People's Republic of China, which for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan;
"Bank" means Chongqing Rural Commercial Bank Co., Ltd.* (