CHONGQING RURAL COMMERCIAL BANK CO., LTD. 
By Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
Rural Commercial Bank Co., Ltd. !i•Jl'flff�li�5J::f�0RJ * (the "Bank") (the
"Meeting") will be held at the Conference Room at 26th Floor of the Bank (at No. 10 East Yanghe Road, Jiangbei District, Chongqing, the PRC) on Friday, May 30, 2014 at 10:00 a.m. Details of the Meeting are as follows:
I. GENErAl INFOrMATION OF THE MEETING (I) ConvenorThe Board of Directors of the Bank
(II) Date and TimeFriday, May 30, 2014 at 10:00 a.m. The Meeting is expected to last for half day
(III) VenueThe Conference Room on the 26th Floor of the Bank (at No. 10 East Yanghe
Road, Jiangbei District, Chongqing, PRC)
(IV) Way of Conducting the MeetingOn site conference and voting
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II. AGENDA OF THE MEETING (I) The resolutions to be considered at the Meeting: Ordinary resolutions1. To consider and approve the work report of the Board of Directors of the
Bank for 2013.
2. To consider and approve the work report of the Board of Supervisors of the
Bank for 2013.
3. To consider and approve the 2013 annual financial statements of the Bank.
4. To consider and approve the annual profit distribution plan of the Bank for
2013.
5. To consider and approve the annual report of the Bank for 2013.
6. To consider and approve the financial budget of the Bank for 2014.
7. To consider and approve the appointment of PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers as the external auditors of the Bank for 2014 and to fix their remuneration.
8. The resolution of electing Mr. Xie Wenhui as an executive Director of the
Bank.
9. The resolution of electing Mr. Li Zuwei as a non-executive Director of the
Bank.
10. The resolution of electing Mr. Duan Xiaohua as a non-executive Director of the Bank.
11. To consider and approve the resolution of appointing Mr. Sun Lida as a replacement non-executive Director of the Bank.
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Special resolutions12. To consider and approve the resolution of amendments to the Articles of Association of the Bank (the whole text of the recommendations of amendments to the Articles of Association is set out on the circular dated April 15, 2014 of the Bank). The amended Articles of Association will become effective after the special resolution in relation to the amendments to the Articles of Association of the Bank is approved at the general meeting and upon obtaining approval by relevant regulatory authorities of the banking industry in China. It is proposed to authorise the Board of the Bank to amend the texts necessary for amendments in the Articles of Association and deal with all necessary matters in relation to the amendments in accordance with the requirements and opinions (if any) of relevant regulatory authorities.
13. To consider and approve the resolution of amendments to the rules and procedures of the general meetings of the Bank (the proposed amendments to the rules and procedures are set out in the circular of the Bank dated April 15, 2014). In the meantime, it is proposed to authorise the Board to make amendments as appropriate pursuant to the opinions of the regulatory authorities.
14. To consider and approve the resolution of amendments to the rules and procedures of the meetings of the Board (the proposed amendments to the rules and procedures are set out in the circular of the Bank dated April
15, 2014). In the meantime, it is proposed to authorise the Board to make amendments as appropriate pursuant to the opinions of the regulatory authorities.
15. To consider and approve the resolution of amendments to the rules and procedures of the meetings of the board of supervisors (the proposed amendments to the rules and procedures are set out in the circular of the Bank dated April 15, 2014). In the meantime, it is proposed to authorise the Board of Supervisors to make amendments as appropriate pursuant to the opinions of the regulatory authorities.
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(II) Matters to be reported at the MeetingTo listen to the report of Independent Non-Executive Directors of the Bank for
2013.
For and on behalf of the Board
Chongqing rural Commercial Bank Co., ltd.**
liu JianzhongChairman and Executive Director
Chongqing, the PRC, April 15, 2014
Notes:
1. Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), all votes of resolutions at the Meeting will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted by show of hands. An announcement on the voting results will be published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Bank (www.cqrcb.com) in accordance with the Listing Rules.
2. In order to qualify as shareholders to attend and vote at the Meeting, unregistered holders of H shares must lodge their transfer documents accompanied by the relevant share certificates with the H Share Registrar of the Bank, Computershare Hong Kong Investor Services Limited at Shops 1712-1716,
17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Tuesday, April 29, 2014. The register of members of the Bank will be closed from Wednesday, April 30, 2014 to Friday, May 30, 2014 (both days inclusive).
3. The board of directors of the Bank recommends a distribution of cash dividend of RMB1,767 million (tax inclusive) in total for 2013 to all the shareholders at RMB0.19 per share (tax inclusive). Such dividend distribution plan will be submitted to the Meeting for consideration. Provided such proposal is approved at the Meeting, the dividend will be distributed to holders of domestic shares and holders of H shares whose names appear on the register of members of the Bank on June 13, 2014. Such proposed dividends will be denominated in RMB. Dividend payable to holders of domestic shares shall be paid in RMB, whereas dividend payable to holders of H shares shall be paid in HKD. The exchange rate of RMB to HKD for HKD-denominated dividends shall be the average Middle Rate (if applicable) of the five business days preceding the date of declaration of such dividend at the 2013
AGM of the Bank (May 30, 2014, including the date thereof) as announced by the People's Bank of
China.
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The register of members in respect of the domestic shares of the Bank will be closed from
Monday, June 9, 2014 to Friday, June 13, 2014 (both days inclusive).
According to the relevant regulations of the Individual Income Tax Law of the People's Republic of China, the Bank will withhold an individual income tax at the rate of 20% for natural person shareholders whose names appear on the register of members for holders of domestic shares on June 13, 2014. Holders of domestic shares who are legal persons shall proceed pursuant to relevant provisions of the Enterprise Income Tax Law of the People's Republic of China and its implementation regulations.
The dividend for holders of domestic shares without affirmed ownership will be kept temporarily by the Bank and distributed upon the confirmation of the ownership.
The register of members in respect of the H shares of the Bank will be closed from Monday, June 9, 2014 to Friday, June 13, 2014 (both days inclusive). In order to qualify for the entitlement of the proposed cash dividend, holders of H shares of the Bank shall deliver their transfer documents accompanied by the relevant share certificates with the H Share Registrar of the Bank, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, prior to 4:30 p.m. on Friday, June 6, 2014.
Matters in relation to the proposed final dividend and income tax withheld in respect of dividends to be received by overseas non-resident individual/enterprise shareholders:
Non-resident Enterprise Shareholders
Pursuant to the Enterprise Income Tax Law of the People's Republic of China and its relevant implementation ordinances which came into effect on January 1, 2008, the Bank will withhold the enterprise income tax at the rate of 10% for non-resident enterprise shareholders whose names appear on the register of members in respect of H shares of the Bank on June 13, 2014.
Non-resident Individual Shareholders
According to Guoshuihan [2011] No. 348 documents issued by the State Administration of Taxation, PRC, the Bank is required to withhold individual income tax for non-resident individual holders of H shares, who are entitled to relevant preferential tax arrangement pursuant to the taxation agreements between the countries where they are residing with China and the regulation on taxation arrangement between the Mainland and Hong Kong (Macau).
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(i) As for non-resident individual holders of H shares in countries which have entered into an agreement with China in respect of a tax rate lower than 10%, the Bank will apply for the relevant entitlements thereunder on their behalf, according to the provision under the "Notice of the State Administration of Taxation in relation to the Administrative Measures on Preferential Treatment Entitled by Non-residents under Tax Treaties (Tentative)" (Guo Shui Fa [2009] No. 124) (
i )
[2009]124).
(ii) As for Hong Kong, Macau residents and other non-resident individual holders of H shares in countries and regions which have entered into an agreement with China in respect of a
10% tax rate, the Bank will withhold individual income tax at the rate of 10%.
(iii) As for non-resident individual holders of H shares in countries which have entered into an agreement with China in respect of a tax rate between 10% and 20%, the Bank will withhold individual income tax at the actual rate agreed thereunder.
(iv) As for non-resident individual holders of H shares in countries which have entered into a 20% tax agreement with China or have no tax agreement with China or are under any other circumstances, the Bank will withhold individual income tax at the tax rate of 20%.
The Bank will, based on the registered address of individual holders of H shares recorded in the register of members in respect of H shares of the Bank on June 13, 2014, to determine their residency. Where the residency of any individual holders of H shares is inconsistent with the registered address, they shall notify, and submit the relevant proof to, the H Share Registrar of the Bank, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, before 4:30 p.m. on Friday, June 6,
2014. The Bank disclaims any responsibility arising from any claims due to holders of H shares of the Bank whose residency are not confirmed timely or accurately or any disputes with regards to the tax withholding systems.
4. A shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies (if he holds more than one share) to attend and vote in his stead. A proxy need not be a shareholder of the Bank. If more than one proxy is so appointed, the appointment shall specify the class and number of shares in respect of which each such proxy is so appointed.
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5. Shareholders shall appoint their proxies in writing. The form of proxy must be signed by the shareholder or its attorney duly authorised in writing. If the shareholder is a legal person, the form of proxy shall be affixed with the legal person's common seal or signed by its director, or its attorney duly authorised in writing. If the form of proxy is signed by the attorney of the shareholder, the power of attorney or other authorisation document shall be notarised. For holders of Domestic Shares, this form of proxy, together with any power of attorney or other authority (if any), which is notarially certified, must be lodged with the Bank's Secretariat of the Board of Directors at No. 10
East Yanghe Road, Jiangbei District, Chongqing, PRC (postal code: 400020) not less than 24 hours before the time appointed for holding the Meeting. For holders of H Shares, the aforementioned documents must be lodged with the H Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than
24 hours before the time appointed for holding the Meeting. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the Meeting and any adjourned meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
6. Shareholders who intend to attend the Meeting (in person or by proxy) shall return the reply slip of the Meeting enclosed to the Bank's Secretariat of the Board of Directors (for holders of Domestic Shares) or H Share Registrar, Computershare Hong Kong Investor Services Limited (for holders of H Shares) by hand, post or fax before Saturday, May 10, 2014 (at 17M Floor, Hopewell Centre, 183
Queen's Road East, Wanchai, Hong Kong).
7. The contact of the Secretariat of the Board of Directors is as follows:
Address: No. 10 East Yanghe Road, Jiangbei District, Chongqing City, PRC Postal Code: 400020
Contact Persons: Ms. Zhang, Mr. Liang
Telephone: (8623) 67637616, 67637933
Facsimile: (8623) 67637932
8. Shareholders or their proxies shall produce their identity proof when attending the Meeting.
9. The Meeting is expected to last for half day. Shareholders who attend the Meeting (in person or by proxy) shall bear their own travelling, accommodation and other expenses.
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10. If the special resolution No. 12 is passed by the shareholders of the Bank, special resolution Nos. 13 to 15 will be submitted to the general meeting for approval.
As at the date of this notice, the Executive Director of the Bank is Mr. Liu Jianzhong; the Non-Executive Directors are Mr. Tao Jun, Mr. Hua Yusheng, Mr. Wang Yongshu, Mr. Wen Honghai and Mr. Gao Xiaodong; and the Independent Non-Executive Directors are Mr. Sun Leland Li Hsun, Mr. Yin Mengbo, Mr. Wu Qing, Mr. Chen Zhengsheng and Mr. Liu Weili.
* The Bank holds a financial licence number B0335H250000001 approved by China Banking Regulatory Commission and was authorised by the Administration for Industry and Commerce of Chongqing to obtain a corporate legal person business licence with a registration number
500000000001239. The Bank is not an authorised institution in accordance with the Hong Kong Banking Ordinance (Chapter 155 of the Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorised to carry on banking/deposit-taking business in
Hong Kong.
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