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 announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
A meeting of the board of directors (the "Board") of Chongqing Rural Commercial Bank Co., Ltd. :mmJlH!il���)t5tf�%�* (the "Bank") was held at Chongqing, the PRC on Friday, 28 March 2014. 11 directors were entitled to attend and 9 of them were present at the meeting, with 2 of them attended by proxy. The meeting was conducted in compliance with the applicable laws, administrative rules, regulations, articles of association of the Bank (the "Articles of Association") and the rules and procedures of the Board.
The following proposals were considered and approved at the meeting:
Voting result: 11 valid votes, including 11 votes in favour, 0 vote against and 0 vote abstained.
Since the listing of H shares of the Bank, the regulatory authorities have amended and improved the existing regulatory rules to enhance the overall level of corporate governance and operation. In this regard, the Bank proposed to extensively amend its Articles of Association, mainly based on the latest Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") as amended by the The Stock Exchange of Hong Kong Limited, as well as comments raised by the regulatory authorities, with reference to the experiences of other banks.
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The proposed amendments to the Articles of Association (the "Proposed Amendments") mainly include rights and obligations of holders of ordinary shares, management of shareholders' guarantees by shares of the Bank, power of general meetings, methods and procedures of nomination of directors and supervisors, special resolutions to be passed in general meetings, the power of the Board, the power of the board of supervisors, the power of secretary to the Board, the principal duties of each of the special committees of the Board and the board of supervisors, etc.
It is also proposed that the Board shall be authorized by the shareholders in a general meeting of the Bank to make appropriate amendments to the Articles of Association in accordance with comments from the regulatory authorities in order to obtain the regulatory approval.
As the Bank intends to revise the Articles of Association, the relevant articles of the Rules and Procedures of the General Meetings, the Rules and Procedures of the Meetings of the Board and the Rules and Procedures of the Meetings of the Board of Supervisors shall be amended accordingly.
Voting result: 11 valid votes, including 11 votes in favour, 0 vote against and 0 vote abstained.
At the meeting, Mr. Xie Wenhui was nominated as a candidate of executive director of the Bank and Mr. Li Zuwei and Mr. Duan Xiaohua were nominated as candidates of non- executive directors of the Bank.
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Mr. Xie Wenhui (aged 42)
Mr. Xie has been appointed as the president by the Board since December 2013, which appointment is subject to the approval of the regulatory authority of the banking industry in China. He also serves as the deputy secretary of the Party Committee of the Bank. From June 2011 to December 2013, Mr. Xie served as the vice president of the Bank. From January 2010 to October 2011, he served as the general manager of the Information Technology Department of the Bank. From August 2008 to January 2010, he served as the deputy general manager of the Technology Department of the Bank (person in charge). From February 2007 to August 2008, Mr. Xie served in a number of positions in Chongqing Rural Credit Cooperative Union, including the deputy general manager of the Technology Department and assistant to general manager. Prior to joining the Bank, Mr. Xie served as the deputy chief of the Technology Department of the Chongqing branch of the Industrial and Commercial Bank of China from March 1998 to February 2007. From July 1997 to March 1998, Mr. Xie worked in the Zhuhai Software Development Centre of the Industrial and Commercial Bank of China. In July 1997, Mr. Xie received a master degree in engineering from Chongqing University and is currently an economist and an engineer.
Mr. Xie will not receive any director's remuneration from the Bank during his tenure, but rather will receive corresponding remuneration in accordance with his specific management position in the Bank. The Bank will disclose his corresponding remuneration in the annual report each year.
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Mr. Li Zuwei (aged 51)
Mr. Li has served as the chairman and secretary to the Party Committee of Chongqing
Water Assets Management Co., Ltd. (:mmrtfK��i!�t'tf�%�) since September
2013 and the chairman of Chongqing Water Group Co., Ltd. (:mmK�� )t5tf�
%�) since October 2013. He has been a deputy to the 12th National People's Congress since October 2013. From May 2009 to August 2013, he served in a number of positions in Chongqing Expressway Group Co., Ltd. (:mm��%�� f�%�), including the chairman and secretary to the Party Committee. From November 2002 to May 2009, he served in a number of positions in Chongqing Expressway Development Co., Ltd. (:mm�
�%�lUf�%�), including general manager, director and chairman. From December
2000 to November 2002, he served as the chairman and general manager of Chongqing North Expressway Co., Ltd. (:mm 1I��%�f�%�) and concurrently held the position of the general manager of Yulin Expressway Company (tu���%�%�). From July 1983 to December 2000, he served as, among other positions, an engineer of the No.1 Highway Survey, Planning and Design Institute of the Ministry of Communications (3( w%m-%�lb�!itt�I1Etrl), the deputy executive of the engineering management office in the Highway Engineering Supervisory Office in Chongqing City, Sichuan Province (Representative Office of the Eastern Section of Chengyu Expressway) (lm �:mmrtf%
�I1E'*>ili ,ttu��%�W@:{*ili)), the deputy director of the Chongqing High- grade Expressway Construction Headquarter (:mm� %� !it %), a deputy general manager and general engineer of Chongqing Expressway Construction Co., Ltd. (:m m��%� !itf�'!'f%�). He currently holds a doctorate degree in engineering and is a senior engineer.
Mr. Li will receive subsidy during his tenure with reference to the Remuneration Plan of Directors and Supervisors of Chongqing Rural Commercial Bank Co., Ltd. (O:mmJl H!il���)t5tf�%� '* 1I ). The Bank will disclose directors' remuneration in the annual report each year.
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Mr. Duan Xiaohua (aged 39)Mr. Duan has served as the executive director of Scintronix Corporation Ltd. (a company listed in Singapore) since February 2014. He has served as a director and financial controller of Shanghai Fenghwa Group Co., Ltd. (_tjHli!:11 � ))t5tf�%�) since October 2012. From March 2012 to October 2012, he served as the financial controller of Loncin Holdings Limited (.ilJif4)tf�%�). From March 2008 to March 2012, he served in a number of positions in Chengdu Fudi Property Co., Ltd. (,ti'f�:fti[�f�
%�), including the financial manager, vice financial president and financial president. From June 2007 to March 2008, he served as the finance assistant manager of Hutchison Whampoa Property (Xi'an) Co., Ltd. (:fti!É %�). From June 2003 to May
2007, he served as the chief of the Finance Department of Taiji Industry (Group) Co., Ltd. (l-i� f�%�). From June 2000 to June 2003, he served as the deputy director of the Finance Department of Taiji Group Sales General Company (l-i� ���%
�). From April 1999 to June 2000, he served as the deputy head of the Finance Division of Taiji Industry (Group) Co., Ltd. (l-i� f�%�). From July 1998 to April 1999, he served as a clerk in the Finance Department of Taiji Industry (Group) Co., Ltd.. He currently holds an MBA degree, and he is an accountant and a certified internal auditor.
Mr. Duan will receive subsidy during his tenure with reference to the Remuneration Plan of Directors and Supervisors of Chongqing Rural Commercial Bank Co., Ltd. (O:mmJl H!il���)t5tf�%� '* 1I ). The Bank will disclose directors' remuneration in the annual report each year.
Saved as disclosed above, Mr. Xie, Mr. Li and Mr. Duan have not held directorship in any other listed public companies or any other position in the Bank during the last three years. Mr. Xie, Mr. Li and Mr. Duan do not have any relationship with any directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Bank. Furthermore, Mr. Xie, Mr. Li and Mr. Duan have no interest in the shares of the Bank within the meaning of Part XV of the Securities and Futures Ordinance. Save as disclosed above, there are no other matters relating to the appointments of Mr. Xie, Mr. Li and Mr. Duan, which need to be brought to the attention of the shareholders of the Bank, and there is no other information required to be disclosed pursuant to the requirements of Rule
13.51(2) of the Listing Rules.
The terms of the above personnel as an executive director and non-executive directors of the Bank shall be effective until the expiration of the term of the current session of the Board.
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PROPOSAL IN RELATION TO THE CHANGE OF NON-EXECUTIVE DIRECTOR
Voting result: 11 valid votes, including 11 votes in favour, 0 vote against and 0 vote abstained.
Pursuant to the provisions of the relevant rules, regulations and the Articles of Association, the Board accepted the proposal from Chongqing City Construction Investment (Group) Company Limited (:mmrtf1Jrtf !it9� � )f�%�), a shareholder of the Bank, in relation to the nomination of Mr. Sun Lida to succeed Mr. Hua Yusheng as a non-executive director of the Bank. Mr. Hua Yusheng has confirmed that he has no disagreement.
Mr. Sun has served as the chairman and secretary to the Party Committee of Chongqing
City Construction Investment (Group) Company Limited (:m m rtf 1J rtf !it 9 � �
)f�%�) from August 2013. From January 2011 to August 2013, he served as the chairman and deputy secretary to the Party Committee of Chongqing City Construction Investment (Group) Company Limited (:mmrtf1Jrtf !it9� � )f�%�). From June 2006 to January 2011, he served in a number of positions in Chongqing City Construction Investment (Group) Company Limited (:mmrtf1Jrtf !it9� � )f�
%�), including general manager, director, chairman and deputy secretary to the Party Committee. From July 2001 to June 2006, he served as the general manager and secretary to the Party Committee of Chongqing City Construction Investment Company (:mmrtf
!it9�%�). From June 1997 to July 2001, he served in a number of positions in Energy and Transportation Office of Chongqing Planning Committee (:mmrtft'Ìi�/E(3(wili), including deputy chief and chief. From April 1979 to June 1997, he served in a number of positions in the Planning Committee of Chongqing City, Sichuan Province, including the division clerk of the Consolidated Division (�il"ilif!f�), deputy chief clerk, chief clerk and deputy chief of the Energy and Transportation Office. From February 1979 to April
1979, he worked in Finance and Trade Cadre School in Nanchong Area, Sichuan Province
(lm � :ft % ). He is currently a senior economist.
Mr. Sun will receive subsidy during his tenure with reference to the Remuneration Plan of Directors and Supervisors of Chongqing Rural Commercial Bank Co., Ltd. (O:mmJl H!il���)t5tf�%� '* 1I ). The Bank will disclose directors'
remuneration in the annual report each year.
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Saved as disclosed above, Mr. Sun has not held directorship in any other listed public companies or any other position in the Bank during the last three years. Mr. Sun does not have any relationship with any directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Bank. Furthermore, Mr. Sun has no interest in the shares of the Bank within the meaning of Part XV of the Securities and Futures Ordinance. Save as disclosed above, there are no other matters relating to the election of Mr. Sun, which need to be brought to the attention of the shareholders of the Bank, and there is no other information required to be disclosed pursuant to the requirements of Rule
13.51(2) of the Listing Rules.
The term of Mr. Sun as a non-executive director of the Bank shall be effective until the expiration of the term of the current session of the Board.
The aforesaid proposals will be submitted for consideration and approval at a general meeting of the Bank and be reported to the regulatory authority of the banking industry in China for review and approval. Details of all proposals will be set out in the circular of such general meeting to be dispatched to the shareholders of the Bank.
For and on behalf of the Board
* Liu Jianzhong
Chairman and Executive Director
Chongqing, the PRC, 28 March 2014
As at the date of this announcement, the executive director of the Bank is Mr. Liu Jianzhong; the non-executive directors of the Bank are Mr. Tao Jun, Mr. Hua Yusheng, Mr. Wang Yongshu, Mr. Wen Honghai and Mr. Gao Xiaodong; and the independent non- executive directors of the Bank 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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