No.

No. of the Articles

Original Provision

Amended Provision

Explanation on the

Amendments

1.

Article 1

The Articles of Association are formulated in accordance with

The Articles of Association are formulated in accordance with

Amendments are made in

the "Company Law of the People's Republic of China"

the "Company Law of the People's Republic of China"

accordance with Article 12 of

(hereinafter referred to as the "Company Law"), the "Securities

(hereinafter referred to as the "Company Law"), the "Securities

the Supervision Law and

Law of the People's Republic of China" (hereinafter referred to

Law of the People's Republic of China" (hereinafter referred to

Article 4 of the Guidelines on

as the "Securities Law"), the "Law of the People's Republic of

as the "Securities Law"), the "Law of the People's Republic of

the Articles of Association of

China on Commercial Banks" (hereinafter referred to as the

China on Commercial Banks" (hereinafter referred to as the

Chongqing Municipal State-

"Commercial Bank Law"), the "Special Regulations of the

"Commercial Bank Law"), the "Supervision Law of the

owned Enterprises (Yu Guo

State Council on the Overseas Offering and Listing of Shares

People's Republic of China" (hereinafter referred to as the

Zi Dang Fa [2019] No. 11)

by Joint Stock Limited Companies", the "Essential Terms of

"Supervision Law"),the "Special Regulations of the State

《( 重慶市市屬國有企業章程指

Articles of Association for Companies Listed Overseas", the

Council on the Overseas Offering and Listing of Shares by

引》（渝國資黨發[2019]11

"Guidance for the Articles of Association of Listed

Joint Stock Limited Companies", the "Essential Terms of

號）).

Companies", relevant requirements of the Communist Party of

Articles of Association for Companies Listed Overseas", the

China (hereinafter referred to as the "CPC") and other relevant

"Guidance for the Articles of Association of Listed

laws and regulations, with an aim to protect the legitimate

Companies", relevant requirements of the Communist Party of

rights and interests of Chongqing Rural Commercial Bank Co.,

China (hereinafter referred to as the "CPC") and other relevant

Ltd. (hereinafter referred to as the "Bank"), and its

laws and regulations, with an aim to protect the legitimate

shareholders and creditors, and to standardize the organization

rights and interests of Chongqing Rural Commercial Bank Co.,

and activities of the Bank, as well as to preserve and increase

Ltd. (hereinafter referred to as the "Bank"), and its

the value of state-owned assets.

shareholders and creditors, and to standardize the organization

and activities of the Bank, as well as to preserve and increase

the value of state-owned assets.

No.

No. of the Articles

Original Provision

Amended Provision

Explanation on the

Amendments

In accordance with the Company Law and the "Constitution of

In accordance with the Company Law, the Supervision Law

the Communist Party of China", the Bank shall establish a

and the "Constitution of the Communist Party of China", the

committee for the Communist Party of China and a discipline

Bank shall establish a committee for the Communist Party of

inspection committee to carry out CPC activities. Party

China and a discipline inspection committee to carry out CPC

organization is an organic composition of the corporate

activities, and the Chongqing Municipal Commission for

governance structure of the Bank. The Bank insists on

Discipline Inspection in association with the Chongqing

simultaneous planning of Party construction and production

Municipal Supervisory Commission shall dispatch a discipline

operations, simultaneous establishment of party organizations

inspection and supervision team to the Bank to carry out

and working organs, simultaneous allocation of person-in

supervision, accountability, investigation and process. Party

charge of the Party organization and staff for Party affairs as

organization is an organic composition of the corporate

well as simultaneous proceeding of work, so as to make clear

governance structure of the Bank, and plays a leading role.

the duties and manner of work of the Party organization in

The Bank adheres to the integration of the works on

respect of decision-making, implementation and supervision, to

strengthening the Party's leadership enhancement and corporate

allow docking between mechanisms, between systems, between

governance improvement, so as to build a modern state-owned

regimes and between work, and to promote the Party

enterprise system with Chinese characteristics. The Bank insists

organization to play a leading role in an organized,

on simultaneous planning of Party construction and production

institutionalized and concrete way.

operationsenterprise reform, simultaneous establishment of

party organizations and working organs, simultaneous allocation

of person-in charge of the Party organization and staff for

Party affairs as well as simultaneous proceeding of workParty

construction, so as to make clear the duties and manner of

work of the Party organization in respect of decision-making,

implementation and supervision, to allow docking between

mechanisms, between systems, between regimes and between

work, and to promote the Party organization to play a leading

role in an organized, institutionalized and concrete way.

No.

No. of the Articles

Original Provision

Amended Provision

Explanation on the

Amendments

2.

Article 9

The Articles of Association shall be binding on the Bank, its

The Articles of Association shall be binding on the Bank, its

Amendments are made in

shareholders, directors, supervisors, governors and other senior

shareholders, directors, supervisors, governors and other senior

accordance with Article 216

managers. All persons mentioned above may have the rights to

managers. All persons mentioned above may have the rights to

of the Company Law of the

claim on the matters regarding the Bank pursuant to the

claim on the matters regarding the Bank pursuant to the

People's Republic of China

Bank's Articles of Association.

Bank's Articles of Association.

《( 中華人民共和國公司法》)

(the "Company Law"), Article

The Articles of Association of the Bank may be used by the

The Articles of Association of the Bank may be used by the

39 of the Corporate

Bank's shareholders to institute legal proceedings against the

Bank's shareholders to institute legal proceedings against the

Governance Guidelines 《( 公司

Bank, or by the Banks against its shareholders, directors,

Bank, or by the Banks against its shareholders, directors,

治理指引》) issued by China

supervisors, governors and other senior managers, or by its

supervisors, governors and other senior managers, or by its

Banking and Insurance

shareholders against other shareholders, or by its shareholders

shareholders against other shareholders, or by its shareholders

Regulatory Commission (中國

against directors, supervisors, governors and other senior

against directors, supervisors, governors and other senior

銀行保險監督管理委員會)

managers.

managers.

(the "CBIRC") and Article 5

of the Opinions of Chongqing

The other senior managers referred to in the Articles of the

The other senior managers referred to in the Articles of the

State-owned Assets

Bank, are the deputy governors of the Bank, the secretary of

Bank, are the deputy governors of the Bank, the secretary of

Supervision and

the Board, the heads of finance department, the heads of

the Board, the heads of finance department, the heads of

Administration Commission

internal audit department, the heads of compliance department,

internal audit department, the heads of compliance department,

on Strengthening the

heads of business department, and branch & sub-branch

heads of business department, and branch & sub-branch

Construction of the General

presidents, as well as other senior managers recognized by

presidents, as well as other senior managers recognized by

Counsel System of Municipal

banking regulatory agency.

banking regulatory agency.

State-owned Enterprises 《( 重

慶市國有資產監督管理委員會

The senior managers referred to in the Articles of the Bank,

The senior managers referred to in the Articles of the Bank,

關於加強市屬國有企業總法律

are the governor of the Bank and the other senior managers

are the governor of the Bank, the deputy governors, the

顧問制度建設的意見》).

defined in the preceding paragraph. Senior management of the

secretary of the Board, the person in charge of finance, and the

Bank consists of the governor of the head office, the deputy

general counsel, etc.and the other senior managers defined in

governors, the secretary of the Board, the person in charge of

the preceding paragraph. Senior management of the Bank

finance, and other senior managers recognized by banking

consists of the governor of the head officeBank, the deputy

regulatory agency.

governors, the secretary of the Board, the person in charge of

finance, and other senior managers recognized by banking

regulatory agencyregulatory agency.

The legal proceedings referred to in the preceding paragraph

The legal proceedings referred to in the preceding paragraph

shall include legal proceedings instituted in courts or the

shall include legal proceedings instituted in courts or the

application to arbitration institutions for arbitration.

application to arbitration institutions for arbitration.

The Bank's chairman, directors, governor, deputy governors,

secretary of the Board, person in charge of finance, and other

personnel whose qualifications for appointment need to be

reviewed by the regulatory authority of the banking industry of

the PRC and other regulatory authorities shall have the

qualifications prescribed by the regulatory authorities and be

approved or filed by them.

No.

No. of the Articles

Original Provision

Amended Provision

Explanation on the

Amendments

3.

Article 33

The Bank shall repurchase its shares outstanding in the

The Bank shall repurchase its shares outstanding in the

Amendments are made in

following cases, after approval through procedures set forth by

following cases, after approval through procedures set forth by

accordance with Articles 23

the Bank's Articles of Association and approval by the national

the Bank's Articles of Association and approval by the national

and 25 of the Guidance for

competent authority:

competent authority:

the Articles of Association of

Listed Companies (2019).

(a) reducing the registered capital of the Bank;

(a) reducing the registered capital of the Bank;

(b) merger with other companies which hold shares in the

(b) merger with other companies which hold shares in the

Bank;

Bank;

(c) rewarding its employees with shares;

(c) rewarding its employees with sharesgranting shares for its

employee stock ownership plan or equity incentives;

(d) Shareholders requiring the Bank to repurchase their shares,

(d) Shareholders requiring the Bank to repurchase their shares,

due to their dissatisfaction with merger and division resolutions

due to their dissatisfaction with merger and division resolutions

made at the general meeting of shareholders;

made at the general meeting of shareholders;

(e) other cases as permitted by laws and administrative

(e) using shares for conversion of convertible corporate bonds

regulations.

issued by listed companies;

(f) being deemed necessary by the Bank for the protection of

its corporate value and shareholders' interests;

(eg) other cases as permitted by laws and administrative

regulations.

The Bank shall not buy or sell its shares except in the above

The Bank shall not buy or sell its shares except in the above

cases.

cases.

No.

No. of the Articles

Original Provision

Amended Provision

Explanation on the

Amendments

Repurchase of the Bank's shares according to Paragraph (a) to

Repurchase of the Bank's shares according to Paragraphs (a) to

(c), should be subject to the approval made at the general

(c)or (b), should be subject to the approval made at the

meeting of shareholders. The shares to be repurchased by the

general meeting of shareholders. Repurchase of the Bank's

Bank in accordance with Paragraph (a) shall, should be

shares according to Paragraphs (c), (e) or (f), in accordance

cancelled within ten (10) days from the date of such

with the provisions of the Articles of Association or the

repurchase, and those shares repurchased pursuant to Paragraph

authorization of the general meeting, should be subject to a

(b) and (d), should be transferred or cancelled within six (6)

resolution of the Board meeting where more than two-thirds of

months from the date of such repurchase.

the directors are present.The shares to be repurchased by the

Bank in accordance with Paragraph (a) shall, should be

The shares repurchased by the Bank in accordance with the

cancelled within ten (10) days from the date of such

provisions of Paragraph (c) shall not exceed 5% of the total

repurchase, and those shares repurchased pursuant to Paragraph

shares issued by the Bank, and shall be transferred to its

(b) and (d), should be transferred or cancelled within six (6)

employees within one (1) year. Such repurchase should be

months from the date of such repurchase. The shares

made by the Bank using after-tax profits.

repurchased by the Bank in accordance with the provisions of

Paragraph (c) shall not exceed 5% of the total shares issued by

the Bank, and shall be transferred to its employees within one

(1) year. Such repurchase should be made by the Bank using

after-taxprofits.In the case of Paragraphs (c), (e) or (f), the

total number of shares held by the Bank shall not exceed 10%

of the total issued shares of the Bank, and the shares

repurchased shall be transferred or cancelled within 3 years.

Where the securities regulatory authorities in the place where

the Bank's shares are listed impose other provisions on the

share repurchase, such provisions shall prevail.

No.

No. of the Articles

Original Provision

Amended Provision

Explanation on the

Amendments

4.

Article 34

As approved by the national competent authority, the Bank

As approved by the national competent authority, the Bank

Amendments are made in

may repurchase its shares in one of the following ways:

may repurchase its shares in one of the following ways:in a

accordance with Article 24 of

public and centralized manner, or other ways approved by the

the Guidance for the Articles

laws and regulations and the CSRC.

of Association of Listed

Companies (2019).

(a) an offer of repurchase of shares is made to all shareholders

(a) an offer of repurchase of shares is made to all shareholders

based on the same proportion;

based on the same proportion;

(b) repurchase through open transaction on stock exchange;

(b) repurchase through open transaction on stock exchange;

(c) repurchase by agreement in the over-the-counter market;

(c) repurchase by agreement in the over-the-counter market;

(d) other methods permitted by laws, administrative regulations

(d) other methods permitted by laws, administrative regulations

and approved by securities regulatory department of the State

and approved by securities regulatory department of the State

Council.

Council.

Repurchase of the Bank's shares in the circumstances as

stipulated in Paragraphs (c), (e) and (f) of the first item of

Article 33 of the Articles of Association shall be carried out in

a public and centralized manner.

5

Article 74

The general meeting of shareholders in the Bank shall be held

The general meeting of shareholders in the Bank shall be held

Amendments are made in

at the domicile of the Bank or other specific places.

at the domicile of the Bank or other specific places.

accordance with Article 44 of

the Guidance for the Articles

The Bank shall set up a venue where the general meeting is

The Bankgeneral meetingshall set up a venue where the

of Association of Listed

held in the form of on-the-spot meeting. The Bank shall

general meeting is held in the form of on-the-spot meeting.

Companies (2019).

facilitate its shareholders to attend the meeting through the

The Bank shall facilitate its shareholders to attend the meeting

safe, economical and convenient network or in other methods.

through the safe, economical and convenient network or in

The shareholders shall be deemed present at the meeting, when

other methodsby means of on-linevoting. The shareholders

participate in the meeting in the above-mentioned forms.

shall be deemed present at the meeting, when participate in the

meeting in the above-mentioned forms.

No.

No. of the Articles

Original Provision

Amended Provision

Explanation on the

Amendments

6

Article 84

A written notice regarding the general meeting of shareholders,

A written notice regarding the general meeting of shareholders,

Amendments are made in

shall be issued to all registered shareholders forty-five (45)

shall be issued to all registered shareholders forty-five (45)

accordance with the Reply of

days before the meeting, stating the matters to be considered

days before the meeting, stating the matters to be considered

the State Council on the

and the date and place of the meeting. The shareholders

and the date and place of the meeting.In order to convene a

Adjustment of the Notice

intending to attending the meeting, shall make an attendance

general meeting of the Bank, prior notice of twenty (20)

Period of Convening the

reply in writing to the Bank twenty (20) days before the

business days shall be given for the purpose of an annual

General Meeting and Other

meeting.

general meeting, and prior notice of ten (10) business days or

Matters Applicable to the

fifteen (15) days (whichever is earlier) shall be given for the

Overseas Listed Companies

purpose of an extraordinary general meeting.The shareholders

《( 關於調整適用在境外上市公

intending to attending the meeting, shall make an attendance

司召開股東大會通知期限等事

reply in writing to the Bank twenty (20) days before the

項規定的批覆》) , Article 102

meeting.

of the Company Law and

Code Provision E.1.3 of

Appendix 14 to the Rules

Governing the Listing of

Securities on The Stock

Exchange of Hong Kong

Limited (the "Listing Rules").

7.

Article 86

The Bank may calculate the number of the voting shares

The Bank may calculate the number of the voting shares

Amendments are made in

represented by the shareholders intending to attend the

represented by the shareholders intending to attend the

accordance with the Reply of

meeting, based on the written replies received twenty (20) days

meeting, based on the written replies received twenty (20) days

the State Council on the

before the meeting. The Bank shall not convene the general

before the meeting. The Bank shall not convene the general

Adjustment of the Notice

meeting of shareholders until such voting shares represented

meeting of shareholders until such voting shares represented

Period of Convening the

reach more than 1/2 of the Bank's total voting shares. Where

reach more than 1/2 of the Bank's total voting shares. Where

General Meeting and Other

such voting shares fail to reach the standard, the Bank shall,

such voting shares fail to reach the standard, the Bank shall,

Matters Applicable to the

within five (5) days, issue a public notice to all the

within five (5) days, issue a public notice to all the

Overseas Listed Companies

shareholders, stating the matters, the date and the place of the

shareholders, stating the matters, the date and the place of the

《( 關於調整適用在境外上市公

meeting. After such public notice, the Bank may hold the

meeting. After such public notice, the Bank may hold the

司召開股東大會通知期限等事

shareholders' general meeting. The relevant notice shall be

shareholders' general meeting. The relevant notice shall be

項規定的批覆》).

published in the newspapers meeting the relevant requirements.

published in the newspapers meeting the relevant requirements.

In accordance with relevant regulations,the Bank may hold a

shareholders' general meeting after issuing a notice convening

such general meeting. The relevant notice shall be published in

the newspapers meeting the relevant requirements.

The EGM shall not decide or notify such matters not contained

The EGM shall not decide or notify such matters not contained

in the notice concerned.

in the notice concerned.

No.

No. of the Articles

Original Provision

Amended Provision

Explanation on the

Amendments

8.

Article 89

A notice regarding the general meeting of shareholders, shall

A notice regarding the general meeting of shareholders, shall

Amendments are made in

be delivered by a specific person or by prepaid mail, to all the

be delivered by a specific person or by prepaid mail, to all the

accordance with the Reply of

shareholders (whether or not such shareholders have voting

shareholders (whether or not such shareholders have voting

the State Council on the

rights). Any recipient's address shall be the address registered

rights). Any recipient's address shall be the address registered

Adjustment of the Notice

in the register of shareholders. For holders of domestic shares,

in the register of shareholders. For holders of domestic shares,

Period of Convening the

such notice may be also issued in the form of an

such notice may be also issued in the form of an

General Meeting and Other

announcement.

announcement.

Matters Applicable to the

Overseas Listed Companies

The announcement referred to in the preceding paragraph,

The announcement referred to in the preceding paragraph,

《( 關於調整適用在境外上市公

should be released in one or more appropriate newspaper

should be released in one or more appropriate newspaper

司召開股東大會通知期限等事

designated by the securities regulatory authority under the State

designated by the securities regulatory authority under the State

項規定的批覆》, Article 102

Council, forty-five to fifty (45-50) days before the meeting. All

Council, twenty (20) business forty-fiveto fifty (45-50)days

of the Company Law and

shareholders having domestic shares, shall be deemed to have

before the meeting for the purpose of an annual general

Code Provision E.1.3 of

received such notice upon the publication of such notice.

meeting, and ten (10) business days or fifteen (15) days before

Appendix 14 to the Listing

the meeting (whichever is earlier) for the purpose of an

Rules.

extraordinary general meeting. All shareholders having

domestic shares, shall be deemed to have received such notice

upon the publication of such notice.

Under the premise of compliance with the relevant laws and

Under the premise of compliance with the relevant laws and

regulations of the place where the Company's shares are listed,

regulations of the place where the Company's shares are listed,

such notice may be also made to the shareholders having

such notice may be also made to the shareholders having

overseas listed foreign shares, in other manners set forth in the

overseas listed foreign shares, in other manners set forth in the

Articles of Association.

Articles of Association.

No.

No. of the Articles

Original Provision

Amended Provision

Explanation on the

Amendments

9.

Article 139

Where the Bank intends to hold a meeting of class shareholder,

Where the Bank intends to hold a meeting of class shareholder,

Amendments are made in

it should forty-five (45) days before the meeting, issue a

it should forty-five(45) days before the meeting, the time limit

accordance with the Reply of

written notice to all relevant shareholders in the register of the

for issuing a written notice shall be the same as that for

the State Council on the

shareholders of the class, stating the matters to be considered,

issuing a written notice of the non-class shareholders' meeting

Adjustment of the Notice

and the date and location of the meeting. The shareholders

to be held together with such class shareholders' meeting. issue

Period of Convening the

intending to attend the meeting should, twenty (20) days before

a written noticeThe written notice shall be issuedto all

General Meeting and Other

the meeting, make a written reply regarding the meeting to the

relevant shareholders in the register of the shareholders of the

Matters Applicable to the

Bank.

class, stating the matters to be considered, and the date and

Overseas Listed Companies

location of the meeting. The shareholders intending to attend

《( 關於調整適用在境外上市公

the meeting should, twenty (20) days before the meeting, make

司召開股東大會通知期限等事

a written reply regarding the meeting to the Bank.

項規定的批覆》, Article 102

of the Company Law and

The Bank shall not hold such a meeting of class shareholders

The Bank shall not hold such a meeting of class shareholders

Code Provision E.1.3 of

until the voting shares represented by such intending

until the voting shares represented by such intending

Appendix 14 to the Listing

shareholders account for more than 1/2 of the total number of

shareholders account for more than 1/2 of the total number of

Rules.

voting shares of that type at the meeting. If the quorum is not

voting shares of that type at the meeting. If the quorum is not

reached, the Bank shall, within five (5) days before the

reached, the Bank shall, within five (5) days before the

meeting, once again issue to all relevant shareholders a written

meeting, once again issue to all relevant shareholders a written

notice, specifying the matters to be considered, and the date

notice, specifying the matters to be considered, and the date

and location of the meeting. After making such a public notice

and location of the meeting. After making such a public notice

again, the Bank may hold such class shareholder meeting. The

again, the Bank may hold such class shareholder meeting.In

relevant notice shall be published on the newspapers meeting

accordance with relevant regulations, the Bank may hold a

the relevant requirements.

class shareholders' meeting after issuing a notice convening

such class shareholders' meeting.The relevant notice shall be

published on the newspapers meeting the relevant requirement..

No.

No. of the Articles

Original Provision

Amended Provision

Explanation on the

Amendments

10.

Article 143

Directors shall be elected, dismissed or replaced at the

Directors shall be elected, dismissedor replaced at the

Amendments are made in

shareholders' general meeting. The term of office shall be

shareholders' general meeting and may be dismissed by the

accordance with Article 96 of

three (3) years. Upon the expiry of the term, a director shall

shareholders' general meeting prior to the expiration of their

the Guidance for the Articles

be eligible for re-election and re-appointment. The office term

term of office. The term of office of a directorshall be three

of Association of Listed

of a re-elected and re-appointed director is effective upon

(3) years. Upon the expiry of the term, a director shall be

Companies (2019).

approval by the general meeting while the term of office of a

eligible for re-election and re-appointment. The office term of

new director is effective upon approval by the banking

a re-elected and re-appointed director is effective upon

regulatory agency until expiration of the term of the current

approval by the general meeting while the term of office of a

session of the Board of Directors. Shareholders shall not

new director is effective upon approval by the banking

remove a director without good reason in a general meeting

regulatory agency until expiration of the term of the current

prior to the expiration of his term.

session of the Board of Directors. Shareholders shall not

remove a director without good reason in a general meeting

prior to the expiration of his term.

The directorship position may be concurrently held by the

governor or other senior managers, but the total number of

directors concurrently serving as the governor or other senior

managers shall not exceed 1/2 of the total number of directors

of the Bank.

Director elected by the general meeting to fill a casual vacancy

Director elected by the general meeting to fill a casual vacancy

or as an addition to the Board, shall hold office only until the

or as an addition to the Board, shall hold office only until the

expiration of the term of the current session of the Board of

expiration of the term of the current session of the Board of

Directors of the Bank, and shall then be eligible for re-

Directors of the Bank, and shall then be eligible for re-

election.

election.

The period during which a written notice given to the Bank of

The period during which a written notice given to the Bank of

the intention to propose a person for election as a director and

the intention to propose a person for election as a director and

a written notice by that person of his willingness to be elected

a written notice by that person of his willingness to be elected

are to be given to the Bank shall be at least 7 days prior to

are to be given to the Bank shall be at least 7 days prior to

the date of the shareholders' general meeting.

the date of the shareholders' general meeting.

No.

No. of the Articles

Original Provision

Amended Provision

Explanation on the

Amendments

The period granted by the Bank for lodging the above notice

The period granted by the Bank for lodging the above notice

and documents by the relevant candidate(s) and the relevant

and documents by the relevant candidate(s) and the relevant

candidate(s) shall not be less than 7 days (such period shall

candidate(s) shall not be less than 7 days (such period shall

commence from the date after the issue of the notice of the

commence from the date after the issue of the notice of the

shareholders' general meeting).

shareholders' general meeting).

Where not otherwise provided by relevant laws and

Where not otherwise provided by relevant laws and

administrative rules, shareholders in general meeting shall have

administrative rules, shareholders in general meeting shall have

power by ordinary resolution to remove any director (but

power by ordinary resolution to remove any director (but

without prejudice to any claim for damages under any contract)

without prejudice to any claim for damages under any contract)

before the expiration of his period of office.

before the expiration of his period of office.

After the election of the directors which has been approved by

After the election of the directors which has been approved by

banking regulatory agency, the Bank shall promptly sign the

banking regulatory agency, the Bank shall promptly sign the

employment contract with elected directors, which may specify

employment contract with elected directors, which may specify

the rights and obligations of the Bank and the directors, the

the rights and obligations of the Bank and the directors, the

term of directors, liability assumed by directors in violation of

term of directors, liability assumed by directors in violation of

laws and regulations as well as the Articles of Association, and

laws and regulations as well as the Articles of Association, and

compensation for premature termination of the above contract

compensation for premature termination of the above contract

by the Bank for any reason.

by the Bank for any reason.

11.

Article 155

Independent directors shall not serve as the directors of the

Independent directors shall not serve as the directors of the

Amendments are made in

Bank under the following circumstances, apart from the

Bank under the following circumstances, apart from the

accordance with Rule 3.13 of

conditions stated under Article 275 of the Articles of

conditions stated under Article 275 of the Articles of

the Listing Rules.

Association:

Association:

(a) he and his close relatives holding aggregate more than 1%

(a) he and his close relatives holding aggregate more than 1%

of the shares or equity interest in the Bank;

of the shares or equity interest in the Bank;

(b) he has acquired an interest in any securities of the Bank as

(b) he has acquired an interest in any securities of the Bank as

a gift, or by means of other financial assistance, from the Bank

a gift, or by means of other financial assistance, from the Bank

or a core connected person. However, with prejudice to item

or a core connected person. However, with prejudice to item

(a) above, satisfying the regulatory authority of the place of

(a) above, satisfying the regulatory authority of the place of

listing, prior to such appointment, that the candidate is

listing, prior to such appointment, that the candidate is

independent, independence will not be affected if such director

independent, independence will not be affected if such director

receives shares or interests in securities from the Bank or its

receives shares or interests in securities from the Bank or its

subsidiaries (but not from core connected persons) as part of

subsidiaries (but not from core connected persons) as part of

his director's fee and pursuant to share option schemes

his director's fee and pursuant to share option schemes

established in accordance with Chapter 17 of the Listing Rules

established in accordance with Chapter 17 of the Listing Rules

of Hong Kong;

of Hong Kong;

No.

No. of the Articles

Original Provision

Amended Provision

Explanation on the

Amendments

(c) he or his close relatives working for one shareholder

(c) he or his close relatives working for one shareholder

institution holding more than 1% of the shares or equity

institution holding more than 1% of the shares or equity

interest in the Bank;

interest in the Bank;

(d) he or his close relatives working for the Bank or one

(d) he or his close relatives working for the Bank or one

institution controlled or actually controlled by the Bank;

institution controlled or actually controlled by the Bank;

(e) he or his close relatives working for one institution unable

(e) he or his close relatives working for one institution unable

to repay the loans of the Bank;

to repay the loans of the Bank;

(f) he or his close relatives working for one institution having

(f) he or his close relatives working for one institution having

business relation or credit and debt interest with the Bank in

business relation or credit and debt interest with the Bank in

such aspects as law, accounting, auditing, management,

such aspects as law, accounting, auditing, management,

consulting and guarantee cooperation, thus resulting in

consulting and guarantee cooperation, thus resulting in

interference of their independence in the performance of their

interference of their independence in the performance of their

duties;

duties;

(g) such independent director is a director, partner or principal

(g) such independent director is or wasa director, partner or

of a professional adviser which currently provides or has

principal of a professional adviser which currently provides or

within one year immediately prior to the date of his proposed

has within one yeartwo yearsimmediately prior to the date of

appointment provided services, or is an employee of such

his proposed appointment provided services, or is or wasan

professional adviser who is or has been involved in providing

employee of such professional adviser who is or has been

such services during the same period, to:

involved in providing such services during the same period, to:

(A) the Bank, its holding company or any of their respective

(A) the Bank, its holding company or any of their respective

subsidiaries or core connected persons; or

subsidiaries or core connected persons; or

(B) any person who was a controlling shareholder or any

(B) any person who was a controlling shareholder or any

person who was a senior manager or a director (other than an

person who was a senior managerthe governoror a director

independent director), of the Bank within one year immediately

(other than an independent director), of the Bank within one

prior to the date of the proposed appointment, or any of their

yeartwo yearsimmediately prior to the date of the proposed

close associates;

appointment, or any of their close associates;

(h) he or his close relatives may be controlled or impacted by

(h) he or his close relatives may be controlled or impacted by

the Bank's substantial shareholder and senior managers, thus

the Bank's substantial shareholder and senior managers, thus

resulting in interference of their independence in the

resulting in interference of their independence in the

performance of their duties;

performance of their duties;

No.

No. of the Articles

Original Provision

Amended Provision

Explanation on the

Amendments

(i) such independent director has a material interest in any

(i) such independent director has or hada material interest in

principal business activity of or is involved in any material

any principal business activity of or is or wasinvolved in any

business dealings with the Bank, its holding company or their

material business dealings with the Bank, its holding company

respective subsidiaries or with any core connected persons of

or their respective subsidiaries or with any core connected

the Bank;

persons of the Bank, within one year immediately prior to the

date of the proposed appointment;

(j) such independent director is on the board specifically to

(j) such independent director is on the board specifically to

protect the interests of an entity whose interests are not the

protect the interests of an entity whose interests are not the

same as those of the shareholders as a whole;

same as those of the shareholders as a whole;

(k) such independent director is or was connected with a

(k) such independent director is or was connected with a

director, a senior management or a substantial shareholder of

director, a senior managementthe governoror a substantial

the Bank within two years immediately prior to the date of his

shareholder of the Bank within two years immediately prior to

proposed appointment;

the date of his proposed appointment;

(l) such independent director is, or has at any time during the

(l) such independent director is, or has at any time during the

two years immediately prior to the date of his proposed

two years immediately prior to the date of his proposed

appointment been, an executive or director (other than an

appointment been, an executive or director (other than an

independent director) of the Bank, of its holding company or

independent director) of the Bank, of its holding company or

of any of their respective subsidiaries or of any core connected

of any of their respective subsidiaries or of any core connected

persons of the Bank. An "executive" includes any person who

persons of the Bank. An "executive" includes any person who

has any management function in the company and any person

has any management function in the company and any person

who acts as a company secretary of the company;

who acts as a company secretary of the company;

(m) such independent director is financially dependent on the

(m) such independent director is financially dependent on the

Bank, its holding company or any of their respective

Bank, its holding company or any of their respective

subsidiaries or core connected persons of the Bank;

subsidiaries or core connected persons of the Bank;

(n) the regulatory authority based on the substance over form

(n) the regulatory authority based on the substance over form

principle, determines that the minimum regulatory requirements

principle, determines that the minimum regulatory requirements

are not met for an independent director in terms of

are not met for an independent director in terms of

independence.

independence.

Close relatives mentioned in this Articles of Association, are

Close relatives mentioned in this Articles of Association, are

spouses, parents, children, grandparents, maternal grandparents,

spouses, parents, children, grandparents, maternal grandparents,

and brothers and sisters and grandchildren.

and brothers and sisters and grandchildren.

Core connected persons, close associates mentioned in this

Core connected persons, close associates mentioned in this

Articles of Association are those defined in the Hong Kong

Articles of Association are those defined in the Hong Kong

Listing Rules.

Listing Rules.

No.

No. of the Articles

Original Provision

Amended Provision

Explanation on the

Amendments

12.

Article 161

Independent directors should make independent opinion to the

Independent directors should make independent opinion to the

Amendments are made in

board of directors or the shareholders' general meeting in the

board of directors or the shareholders' general meeting in the

accordance with Article 21 of

Bank on the following important matters:

Bank on the following important matters:

the Guidelines on Independent

Directors and External

(a) nomination, appointment and removal of directors;

(a) nomination, appointment and removal of directors;

Supervisors System of Joint

Stock Commercial Banks 《(

股

(b) appointment or dismissal of directors or senior managers;

(b) appointment or dismissal of directors or senior managers;

份制商業銀行獨立董事和外部

監事制度指引》).

(c) remuneration of directors and senior managers;

(c) remuneration of directors and senior managers;

(d) profit allocation program;

(d) profit allocation program;

(e) significant connected party transactions;

(e) significant connected party transactions;

(f) specific measures and implementation situations of the

(f) specific measures and implementation situations of the

Bank's support for "Three Rural";

Bank's support for "Three Rural";

(g) appointment of external auditor;

(g) appointment of external auditor;

(h) matters which may damage legal interests of depositors,

(h) matters which may damage legal interests of depositors,

minority shareholders and other stakeholders;

minority shareholders and other stakeholders;

(i) other matters prescribed by the laws and regulations.

(i) matters that may cause significant losses to the Bank;

(ij) other matters prescribed by the laws and regulations and

the Article of Association.

No.

No. of the Articles

Original Provision

Amended Provision

Explanation on the

Amendments

13.

Article 169

The Board shall be responsible for the general meeting of

The Board shall be responsible for the general meeting of

Amendments are made in

shareholders, and shall exercise the following powers:

shareholders, and shall exercise the following powers:

accordance with Article 216

of the Company Law and

(a) to assume responsibility for convening the general meeting

(a) to assume responsibility for convening the general meeting

Article 39 of the Corporate

of shareholders and make a report on work to the meeting;

of shareholders and make a report on work to the meeting;

Governance Guidelines issued

by the CBIRC.

(b) to implement the resolutions adopted by the shareholders'

(b) to implement the resolutions adopted by the shareholders'

general meeting;

general meeting;

(c) to determine the Bank's business plan, development

(c) to determine the Bank's business plan, development

strategy, and oversee and implement them;

strategy, and oversee and implement them;

(d) to formulate the Bank's annual financial budget and final

(d) to formulate the Bank's annual financial budget and final

accounts;

accounts;

(e) to formulate the Bank's profit distribution program and loss

(e) to formulate the Bank's profit distribution program and loss

recovery program;

recovery program;

(f) to formulate the Bank's programs for increasing or

(f) to formulate the Bank's programs for increasing or

decreasing its registered capital;

decreasing its registered capital;

(g) to formulate the bond issuance or other securities listing

(g) to formulate the bond issuance or other securities listing

plans;

plans;

(h) to formulate the Bank's programs for the Bank's merger,

(h) to formulate the Bank's programs for the Bank's merger,

division, dissolution or a change in its corporate form;

division, dissolution or a change in its corporate form;

(i) to formulate the Bank's stock repurchase plan;

(i) to formulate the Bank's stock repurchase plan;

(j) to determine such matters as the Bank's significant external

(j) to determine such matters as the Bank's significant external

investment, significant merger & acquisitions, significant

investment, significant merger & acquisitions, significant

acquisition of assets, assets disposal, significant assets

acquisition of assets, assets disposal, significant assets

cancellation after verification and significant external guarantee

cancellation after verification and significant external guarantee

within the authorization limits of the general meeting of

within the authorization limits of the general meeting of

shareholders;

shareholders;

(k) to decide the establishment and planning of the Bank's

(k) to decide the establishment and planning of the Bank's

internal management departments and branches, as well as that

internal management departments and branches, as well as that

of holding subsidiary;

of holding subsidiary;

No.

No. of the Articles

Original Provision

Amended Provision

Explanation on the

Amendments

(l) to appoint or dismiss the Bank's governor, and the board

(l) to appoint or dismiss the Bank's governor, and the board

secretary; to appoint or dismiss the Bank's deputy governors

secretary; to appoint or dismiss the Bank's deputy governors

and other senior managers according to the nomination by the

and other senior managers according to the nomination by the

governor (except for the heads of business department, branch

governor (except for the heads of business department, branch

and sub-branch presidents); to determine each chairman of each

and sub-branchpresidents); to determine each chairman of each

special committee of the Board of directors and its members;

special committee of the Board of directors and its members;

(m) to determine the remuneration as well as rewards and

(m) to determine the remuneration as well as rewards and

punishment matters of the Bank's senior management;

punishment matters of the Bank's senior management;

(n) to determine the risk-tolerance, risk management and

(n) to determine the risk-tolerance, risk management and

internal controlling policies and basic management system of

internal controlling policies and basic management system of

the Bank;

the Bank;

(o) to formulate the proposal program for amending the Bank's

(o) to formulate the proposal program for amending the Bank's

Articles of Association, the Rules and Procedures of the

Articles of Association, the Rules and Procedures of the

General Meetings and the Rules and Procedures of the

General Meetings and the Rules and Procedures of the

Meetings of the Board;

Meetings of the Board;

(p) to determine and modify the working rules of the special

(p) to determine and modify the working rules of the special

committees of the Board and relevant corporation governance

committees of the Board and relevant corporation governance

system;

system;

(q) to consider and approve entrust financing, donation, related

(q) to consider and approve entrust financing, donation, related

party transaction and other relevant matters of the Bank;

party transaction and other relevant matters of the Bank;

(r) to be responsible for the matters involving the Bank's

(r) to be responsible for the matters involving the Bank's

information disclosure, and assume ultimate responsibility for

information disclosure, and assume ultimate responsibility for

the completeness and accuracy of the Bank's accounting and

the completeness and accuracy of the Bank's accounting and

financial report;

financial report;

(s) to submit for the shareholders' general meeting's

(s) to submit for the shareholders' general meeting's

appointment or replacement of an accounting firm to audit the

appointment or replacement of an accounting firm to audit the

Bank's financial position;

Bank's financial position;

(t) to review the work report by the Bank's governor to ensure

(t) to review the work report by the Bank's governor to ensure

directors to obtain enough information timely on fulfilling their

directors to obtain enough information timely on fulfilling their

duties, supervise and ensure that senior management can

duties, supervise and ensure that senior management can

effectively fulfill their management responsibilities;

effectively fulfill their management responsibilities;

No.

No. of the Articles

Original Provision

Amended Provision

Explanation on the

Amendments

(u) to examine and approve the proposals by each special

(u) to examine and approve the proposals by each special

committee of the Board of Directors;

committee of the Board of Directors;

(v) to assess and enhance the Bank's corporation governance

(v) to assess and enhance the Bank's corporation governance

regularly;

regularly;

(w) to protect legal interests of depositors and other

(w) to protect legal interests of depositors and other

stakeholders;

stakeholders;

(x) to establish identification, examination and management

(x) to establish identification, examination and management

mechanism for conflict of interest between the Bank and

mechanism for conflict of interest between the Bank and

shareholders, in particular substantial shareholders;

shareholders, in particular substantial shareholders;

(y) to determine green credit development strategies, examine

(y) to determine green credit development strategies, examine

and approve the green credit objectives determined and the

and approve the green credit objectives determined and the

green credit reports submitted by senior management, and

green credit reports submitted by senior management, and

supervise and appraise the Bank's implementation of green

supervise and appraise the Bank's implementation of green

credit development strategies;

credit development strategies;

(z) in charge of cultivating the Bank's staff behavior

(z) in charge of cultivating the Bank's staff behavior

management culture, examine and approve relevant systems of

management culture, examine and approve relevant systems of

conduct rules of the Bank, supervise the implementation of

conduct rules of the Bank, supervise the implementation of

staff behavior management of the Bank by senior management,

staff behavior management of the Bank by senior management,

and undertake the ultimate responsibilities of the Bank's staff

and undertake the ultimate responsibilities of the Bank's staff

behavior management;

behavior management;

(aa) in charge of formulating the Bank's data strategy, examine

(aa) in charge of formulating the Bank's data strategy, examine

and approve or authorize to examine and approve significant

and approve or authorize to examine and approve significant

matters relating to data governance, supervise senior

matters relating to data governance, supervise senior

management to enhance effectiveness of data governance, and

management to enhance effectiveness of data governance, and

undertake the ultimate responsibilities of data governance;

undertake the ultimate responsibilities of data governance;

(bb) other powers granted by laws, regulations or the Articles

(bb) other powers granted by laws, regulations or the Articles

of Association of the Bank; and the general meeting of

of Association of the Bank; and the general meeting of

shareholders.

shareholders.

No.

No. of the Articles

Original Provision

Amended Provision

Explanation on the

Amendments

14.

Article 185

The Board shall convene an interim meeting within ten (10)

The Board shall convene an interim meeting within ten (10)

Amendments are made in

days, where any of the following situations occurs:

days, where any of the following situations occurs:

accordance with Article 35 of

the Guidelines on the Articles

(a) when the chairman deems the convening necessary;

(a) when the Party committee proposes the convening;

of Association of Chongqing

Municipal State-owned

(a)(b)when the chairman deems the convening necessary;

Enterprises (Yu Guo Zi Dang

Fa [2019] No. 11) 《( 重慶市市

(b) when more than 1/3 of the directors make a joint proposal

(b)(c)when more than 1/3 of the directors make a joint

屬國有企業章程指引》（渝國資

for the convening;

proposal for the convening;

黨發[2019]11 號）).

(c) when the supervisory board makes a proposal for the

(c)(d)when the supervisory board makes a proposal for the

convening;

convening;

(d) when the governor proposes the convening;

(d)(e)when the governor proposes the convening;

(e) when the shareholders representing more than 1/10 of the

(e)(f)when the shareholders representing more than 1/10 of the

voting rights propose the convening;

voting rights propose the convening;

(f) when more than 1/2 of the independent directors propose

(f)(g)when more than 1/2 of the independent directors propose

the convening;

the convening;

(g) when required by the regulatory department;

(g)(h)when required by the regulatory department;

(i) when Chongqing Municipal SASAC proposes the

convening;

(h) other situations stipulated by laws, administrative

(h)(j)other situations stipulated by laws, administrative

regulations, departmental rules or the Articles of Association.

regulations, departmental rules or the Articles of Association.

15.

Article 186

The Board may inform relevant persons of the holding of an

The Board may inform relevant persons of the holding of an

Amendments are made in

interim meeting in the form of a written notice including direct

interim meeting in the form of a written notice including direct

accordance with Article 36 of

delivery, e-mails or faxes and other methods; such notice shall

delivery, e-mails or faxes and other methods; such notice shall

the Guidelines on the Articles

be delivered five (5) days before the holding of such meeting.

be delivered five (5) days before the holding of such meeting.

of Association of Chongqing

In case of an emergency for which convening an extraordinary

Municipal State-owned

meeting of the Board is required, a notice of the meeting may

Enterprises (Yu Guo Zi Dang

be issued at any time by telephone or by facsimile or in oral

Fa [2019] No. 11) 《( 重慶市市

form.

屬國有企業章程指引》（渝國資

黨發[2019]11 號）).

No.

No. of the Articles

Original Provision

Amended Provision

Explanation on the

Amendments

16.

Article 195

The board meeting should have meeting minutes, directors

The board meeting should have meeting minutes, directors

Amendments are made in

present should sign their names on the minutes of the meeting.

present should sign their names on the minutes of the meeting.

accordance with Article 39 of

Any director present at the meeting shall be entitled to request

Any director present at the meeting shall be entitled to request

the Guidelines on the Articles

a recorder to make a descriptive record on his speech at the

a recorder to make a descriptive record on his speech at the

of Association of Chongqing

meeting. The minutes of the board meeting shall be kept in

meeting. The minutes of the board meeting shall be kept in

Municipal State-owned

accordance with the file management system of the Bank, with

accordance with the file management system of the Bank, with

Enterprises (Yu Guo Zi Dang

the retention period of not less than 10 years. The Board shall

the retention period of not less than 10 years. The Board shall

Fa [2019] No. 11) 《( 重慶市市

make decisions for the above-mentioned matters. For those

make decisions for the above-mentioned matters. For those

屬國有企業章程指引》（渝國資

within the scope of major issues involving decision-making of

within the scope of major issues involving decision-making of

黨發[2019]11號）).

the Party committee of the Bank, the Board shall take advice

the Party committee of the Bank, the Board shall take advice

and suggestions from the Party committee of the Bank in

and suggestions from the Party committee of the Bank in

advance. For those to be submitted to SASAC for approval or

advance. Those requiring pre-studyand discussion of the Party

filing in accordance with relevant requirements, the Board shall

committee of the Bank shall be studied and discussed by the

deliver the same in accordance with relevant requirements.

Party committee.For those to be submitted to SASAC for

approval or filing in accordance with relevant requirements, the

Board shall deliver the same in accordance with relevant

requirements.

No.

No. of the Articles

Original Provision

Amended Provision

Explanation on the

Amendments

17.

Article 201

The board of directors establishes strategic development

The board of directors establishes strategic development

Amendments are made in

committee, audit committee, risk management committee,

committee, audit committee, risk management committee,

accordance with Article 107

nomination committee, remuneration committee, related party

nomination committee, remuneration committee, related party

of the Guidance for the

transaction supervision committee, sannong financial service

transaction supervision committee, sannong financial service

Articles of Association of

committee and consumer rights and interests protection

committee and consumer rights and interests protection

Listed Companies (2019).

committee. The Board may also set up other special

committee. The Board may also set up other special

committees or adjust the existing committees based on its work

committees or adjust the existing committees based on its work

needs. All special committees of the Board shall be responsible

needs. All special committees of the Board shall be responsible

to the Board.

to the Board, and perform their duties in accordance with the

Articles of Association and the authorization of the Board, and

their proposals shall be submitted to the Board for

consideration and decision.

The members of each special committee consist of directors.

The members of each special committee allconsist of

The work rules and procedures of all special committees shall

directors. The work rules and procedures of all special

be developed by the Board.

committees shall be developed by the Board.Among which,

the independent directors are the majority and act as conveners

of the audit committee, nomination committee and

remuneration committee, and the convener of the audit

committee are accounting professionals. The Board is

responsible for the formulation of the working rules and

procedures of each special committee to regulate the operation

of the special committees.

The special committees provide professional opinions to the

Board or make decisions on professional matters as per the

The special committees provide professional opinions to the

authorization of the Board. Each special committee should

Board or make decisions on professional matters as per the

communicate regularly with the senior management and

authorization of the Board. Each special committee should

principals of functional departments on the issues of operation

communicate regularly with the senior management and

and risk status of the Bank, and put forward their opinions and

principals of functional departments on the issues of operation

suggestions. Any relevant resolution of the Board should be

and risk status of the Bank, and put forward their opinions and

first submitted to an appropriate special committee for

suggestions. Any relevant resolution of the Board should be

consideration. Such special committee is responsible to present

first submitted to an appropriate special committee for

opinions. Unless otherwise authorized by the Board under law,

consideration. Such special committee is responsible to present

any special committee's review opinions shall not replace the

opinions. Unless otherwise authorized by the Board under law,

voting results of the Board.

any special committee's review opinions shall not replace the

voting results of the Board.

No.

No. of the Articles

Original Provision

Amended Provision

Explanation on the

Amendments

18.

Article 216

The governor responsibility system under the leadership of the

The governor responsibility system under the leadership of the

Amendments are made in

Board is carried out in the Bank. The Bank sets up one

Board is carried out in the Bank. The Bank sets up one

accordance with Article 216

governor and several deputy governors, and if necessary other

governor and several deputy governors, and if necessary other

of the Company Law and

senior managers to help the governor with work.

senior managers to help the governor with work.

Article 39 of the Corporate

Governance Guidelines issued

The governor, deputy governors and other senior managers

The governor, deputy governors and other senior managers

by the CBIRC.

(excluding the heads of business department, sub-branch and

(excluding the heads of business department, sub-branch and

branch governors) shall be appointed or dismissed by the

branch governors)shall be appointed or dismissed by the

Board, and their qualifications shall be approved by the

Board, and their qualifications shall be approved by the

banking regulatory agency.

banking regulatory agency.

19.

Article 217

Any person who holds any position other than directorship in

Any person who holds any administrativeposition other than

Amendments are made in

the Bank's controlling shareholders or actual controller's

directorship or as a supervisorin the Bank's controlling

accordance with Article 126

organization, shall not act as a senior manager of the Bank.

shareholders or actual controller's organization, shall not act as

of the Guidance for the

a senior manager of the Bank.

Articles of Association of

Listed Companies (2019).

20.

Article 220

The governor shall be responsible to the Board and exercise

The governor shall be responsible to the Board and exercise

Amendments are made in

the following powers:

the following powers:

accordance with Article 216

of the Company Law, Article

(a) to deal with the Bank's day-to-day administration, business

(a) to deal with the Bank's day-to-day administration, business

39 of the Corporate

and financial management work and report work to the Board;

and financial management work and report work to the Board;

Governance Guidelines issued

by the CBIRC and Article 39

(b) to organize and implement the resolutions of the Board, the

(b) to organize and implement the resolutions of the Board, the

of the Guidelines on the

Bank's annual plan and investment program;

Bank's annual plan and investment program;

Articles of Association of

Chongqing Municipal State-

(c) to develop the Bank's establishment program for internal

(c) to develop the Bank's establishment program for internal

owned Enterprises (Yu Guo

management organs;

management organs;

Zi Dang Fa [2019] No. 11)

《( 重慶市市屬國有企業章程指

(d) to draw up the basic management system of the Bank;

(d) to draw up the basic management system of the Bank;

引》（渝國資黨發[2019]11號）).

(e) to formulate the specific rules and regulations of the Bank;

(e) to formulate the specific rules and regulations of the Bank;

(f) to nominate individuals for appointment or dismissal of

(f) to nominate individuals for appointment or dismissal of

deputy governors and other senior management who shall be

deputy governors and other senior management who shall be

appointed or dismissed by the Board (other than the heads of

appointed or dismissed by the Board (other than the heads of

business department, sub-branch and branch governors) and

business department, sub-branchand branch governors)and

appoint or dismiss responsible persons for various functional

appoint or dismiss responsible persons for various functional

departments and branch offices excluding those persons

departments and branch offices excluding those persons

appointed or dismissed by the Board;

appointed or dismissed by the Board;

No.

No. of the Articles

Original Provision

Amended Provision

Explanation on the

Amendments

(g) to establish the governor accountability system, and

(g) to establish the governor accountability system, and

evaluate the persons in charge of business departments,

evaluate the persons in charge of business departments,

functional departments and branch offices;

functional departments and branch offices;

(h) to authorize the members of the senior management, and

(h) to authorize the members of the senior management, and

the responsible persons for internal functional departments and

the responsible persons for internal functional departments and

branch offices, to become engaged in business activities;

branch offices, to become engaged in business activities;

(i) to propose to convene an interim meeting;

(i) to propose to convene an interim meeting;

(j) to determine the cancellation or merger of the Bank's

(j) to determine the cancellation or merger of the Bank's

branch offices, to authorize or entrust presidents of branch

branch offices, to authorize or entrust presidents of branch

banks (branches) to carry out normal business and management

banks (branches) to carry out normal business and management

activities;

activities;

(k) to take urgent measures, and make an immediate report to

(k) to take urgent measures, and make an immediate report to

the banking regulatory institution, the board of directors, and

the banking regulatory institution, the board of directors, and

the board of supervisors, in case of a run on the Bank, and

the board of supervisors, in case of a run on the Bank, and

other major emergencies;

other major emergencies;

(l) in charge of implementing staff behavior management,

(l) in charge of implementing staff behavior management,

formulating relevant systems of conduct rules of the Bank, and

formulating relevant systems of conduct rules of the Bank, and

implementing resolutions of the Board;

implementing resolutions of the Board;

(m) in charge of establishing data governance system, ensuring

(m) in charge of establishing data governance system, ensuring

resource allocation for data governance, developing and

resource allocation for data governance, developing and

implementing accountability and incentive mechanisms,

implementing accountability and incentive mechanisms,

establishing data quality control mechanisms, evaluating

establishing data quality control mechanisms, evaluating

effectiveness and implementation of data governance, and

effectiveness and implementation of data governance, and

regularly report to the Board;

regularly report to the Board;

(n) other powers granted by the Articles of Association or the

(n) other powers granted by the Articles of Association or the

board of directors.

board of directors.

The deputy governors shall assist the governor in handling

The deputy governors shall assist the governor in handling

work. Where the governor is unable to fulfill its powers, then

work. Where the governor is unable to fulfill its powers, then

the deputy governors shall exercise such powers on half of the

the deputy governors shall exercise such powers on half of the

governor in their position arrangement order.

governor in their position arrangement order.

In exercising the above-mentioned powers, the governor shall

In exercising the above-mentioned powers, the governor shall

take advice from the Party committee of the Bank in advance

take advice from the Party committee of the Bank in advance

for those matters within the scope of major issues involving

for those matters within the scope of major issues involving

decision-making of the Party committee of the Bank.

decision-makingrequiring pre-studyand discussionof the Party

committee of the Bank.

No.

No. of the Articles

Original Provision

Amended Provision

Explanation on the

Amendments

21.

Article 228

The Bank adopts a general counsel system and has one general

The Bank adopts a general counsel system and has one general

Amendments are made in

counsel.

counsel. The general counsel is a senior manager of the Bank,

accordance with Article 5 of

who shall be nominated by the chairman or the governor and

the Opinions of Chongqing

appointed by the Board.

State-owned Assets

Supervision and

Administration Commission

on Strengthening the

Construction of the General

Counsel System of Municipal

State-owned Enterprises (Yu

Guo Zi [2019] No. 221) 《( 重

慶市國有資產監督管理委員會

關於加強市屬國有企業總法律

顧問制度建設的意見》（渝國資

[2019]221號）).

22.

Article 229

The specific duties of the general counsel include:

The specific duties of the general counsel include:

Amendments are made in

accordance with Article 5 of

(a) to participate in operation management activities and play

(a) to participate in operation management activities and play

the Opinions of Chongqing

the role of legal review;

the role of legal review;

State-owned Assets

Supervision and

(b) to participate in major business decisions and lead legal

(b) to participate in major business decisions and lead legal

Administration Commission

agencies to carry out related work;

agencies to carry out related work;

on Strengthening the

Construction of the General

(c) to lead the legal management and unify and coordinate the

(c) to lead the legal management and unify and coordinate the

Counsel System of Municipal

legal matters in operation management;

legal matters in operation management;

State-owned Enterprises (Yu

Guo Zi [2019] No. 221) 《( 重

(d) to sign for review of legal opinions;

(d) to sign for review of legal opinions;

慶市國有資產監督管理委員會

關於加強市屬國有企業總法律

(e) to attend meetings and provide legal opinions where

(e) to attend meetings and provide legal opinions where

顧問制度建設的意見》（渝國資

matters considered by the Board involve legal issues;

matters considered by the Board involve legal issuesto attend

[2019]221號）).

the Party committee meeting and the Board meeting and

provide legal opinions on matters involving legal issues;

(f) to be responsible for the establishment of compliance

(f) to be responsible for the establishment of compliance

management work system;

management work system;

(g) to play a role in formulation, implementation and

(g) to play a role in formulation, implementation and

supervision of the Articles of Association.

supervision of the Articles of Association.

No.

No. of the Articles

Original Provision

Amended Provision

Explanation on the

Amendments

23.

Article 267

The chief supervisors should be served by a full-time

The chief supervisors should be served by a full-time

Amendments are made in

person.The chief supervisor shall at least meet the qualification

person.The chief supervisor shall at least meet the qualification

accordance with regulatory

requirements in one certain expertise such as accounting, audit,

requirements in one certain expertise such as accounting, audit,

requirements and the actual

finance and law, as well as working experience, satisfying

finance and law, as well as working experience, satisfying

situation of the Bank.

qualification as chief supervisor that are stipulated by the laws

qualification as chief supervisor that are stipulated by the laws

and regulations, and shall start to perform its duties after being

and regulations, and shall start to perform its duties after being

approved by banking regulatory authorities in China.

approved by banking regulatory authorities in China.

The chief supervisor may be re-elected, with each term of

The chief supervisor may be re-elected, with each term of

three (3) years. An outgoing audit shall be conduct for the

three (3) years. An outgoing audit shall be conduct for the

chief supervisor when leaving its position.

chief supervisor when leaving its position.

24.

Article 296

The establishment and term of office of the Party committee

The establishment and term of office of the Party committee

Amendments are made in

and discipline inspection committee of the Bank shall be

and discipline inspection committee of the Bank shall be

accordance with Articles 5, 9,

implemented in accordance with relevant requirements of the

implemented in accordance with relevant requirements of the

20 and 21 of the Guidelines

Party. The organizational structure of the Party organization

Party.The Party committee and discipline inspection committee

on the Articles of Association

and its staffing shall be incorporated into the administrative

of the Bank shall perform their duties in accordance with the

of Chongqing Municipal

organs and the establishment of the Bank. The Bank shall

Constitution of the Communist Party of China and the relevant

State-owned Enterprises (Yu

provide necessary conditions for the activities of the Party

regulations of the Party and shall each serve a term of five

Guo Zi Dang Fa [2019] No.

organization and provide working funds for it, which will be

years, which shall be re-elected on time upon expiry of its

11) 《( 重慶市市屬國有企業章

credited to the Bank's management fee.

term of office.The organizational structure of the Party

程指引》（渝國資黨發[2019]11

organization and its staffing shall be incorporated into the

號）).

administrative organs and the establishment of the Bank. The

Bank shall provide necessary conditions for the activities of the

Party organization and provide working funds for it, which will

be credited to the Bank's management fee. The working funds

for the Party organization that are included in management fee

are generally allocated at 1% of total staff salaries of the Bank

for the previous year, for which the Party committee of Bank

shall prepare a using plan based on the principle of economy

at the beginning of each year and the amount shall be

incorporated into the annual budget of the Bank.

The Bank implements the leadership system of "Dual Entry

and Cross Appointment". Eligible members of the Party

committee of the head office may be appointed to the Board of

Directors, the Board of Supervisors and the senior management

through legal procedures, and eligible Party members in the

Board of Directors, the Board of Supervisors and the senior

management may be appointed to the leading group of the

Party organization in accordance with the relevant regulations

and procedures. Generally, the chairman shall also act as the

secretary of the Party organization, and the general manager

who is a Party member concurrently serves as deputy secretary

of the Party organization.

No.

No. of the Articles

Original Provision

Amended Provision

Explanation on the

Amendments

25.

Article 297

The Party committee of the Bank shall play a leading role and

The Party committee of the Bank shall play a leading role and

Amendments are made in

carry out the works with focus on direction control, overall

carry out the works with focus on direction control, overall

accordance with Article 22 of

management and ensuring implementation. The root

management and ensuring implementation. The root

the Guidelines on the Articles

organization of the Party of the Bank shall work around the

organization of the Party of the Bank shall work around the

of Association of Chongqing

production and operation of enterprises. It shall ensure and

production and operation of enterprises. It shall ensure and

Municipal State-owned

supervise the implementation of the directional policies of the

supervise the implementation of the directional policies of the

Enterprises (Yu Guo Zi Dang

Party and the PRC throughout the Bank; support the Board of

Party and the PRC throughout the Bank; support the Board of

Fa [2019] No. 11) 《( 重慶市市

Directors, Board of Supervisors and senior management in

Directors, Board of Supervisors and senior management in

屬國有企業章程指引》（渝國資

exercising their power in accordance with the laws; faithfully

exercising their power in accordance with the laws; faithfully

黨發[2019]11號）).

believe in the public and the staff and support the meetings of

believe in the public and the staff and support the meetings of

employee representatives in performing their function;

employee representatives in performing their function;

participate in the decision making process of material matters

participate in the decision making process of material matters

of the Bank; strengthen the self-construction of the CPC

of the Bank; strengthen the self-construction of the CPC

organization, play a leading role in the ideological and political

organization, play a leading role in the ideological and political

work and the spiritual civilization construction of the Bank and

work and the spiritual civilization construction of the Bank and

lead the mass organizations such as the labor union and the

lead the mass organizations such as the labor union and the

Communist Youth League.

Communist Youth League., and shall make discussion and

decision on significant events of the Bank in accordance with

regulations, the main duties of which are:

(a) to ensure and supervise the implementation throughout the

Bank of the directional policies of the Party and the PRC as

well as the decisions and deployments of the municipal Party

committee and municipal government of Chongqing; and

implement the work requirements of the Party committee of

Chongqing Municipal SASAC;

(b) to discuss and decide the significant events of the Bank in

accordance with regulations, and to respect and support the

Board of Directors, the Board of Supervisors and the senior

management to exercise their rights and perform their duties in