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


Terms of Reference of the Nomination Committee of the Board of Directors Chapter 1 General Provisions Article I In order to regulate the decision-making mechanism of the Board of Directors and improve the corporate governance of Chongqing Rural Commercial Bank Co., Ltd. (hereinafter the "Bank"), the Nomination Committee of the Board of Directors and the Terms of Reference of the Nomination Committee are set up in accordance with the Company Law of the People's Republic of China, Commercial Bank Law of the People's Republic of China, Guidance on Corporate Governance of Commercial Banks, Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, Articles of Association of Chongqing Rural Commercial Bank Co., Ltd. (hereinafter the "Articles") and other relevant rules and regulations. Article II The Nomination Committee is a special working unit established by the Board of Directors in accordance with the Articles; it is mainly responsible for developing the procedures and standards for electing the directors and senior managerial members, conducting preliminary review of the qualifications and credentials of the candidates for such positions, and giving relevant suggestions to the Board of Directors. Article III The "senior managerial members" referred in this Terms of Reference means the Bank's President, Vice President, Chief Controller and Secretary of the Board of Directors.

* 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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Chapter 2 Composition of the Nomination Committee Article IV The Nomination Committee is composed of 3 to 5 directors. The majority of the members shall be independent non-executive directors. Article V The chairman and members of the Nomination Committee shall be nominated by the chairman of the Board of Directors and be determined by the Board of Directors. Article VI The chairman of the Nomination Committee's shall be an independent non- executive director, and is responsible for presiding over the Nomination Committee's work. Article VII The Nomination Committee's term of office shall be identical to that of the Board of Directors; each member of the Nomination Committee may be re-elected upon expiration of his term. During the term, if any member ceases to be the Bank's director, or loses his independency as an independent non-executive director as required by the Articles, he shall be automatically removed from the Nomination Committee, and the Board of Directors shall appoint a new director to fill the vacancy in accordance with the provisions from Article IV to Article VI above. Article VIII The Office of the Board of Directors shall be responsible for the day to day work of the Nomination Committee. Chapter 3 Duties and Authority Article IX The major duties and authority of the Nomination Committee are as follows: (1) to review the structure, size and composition of the Board of Directors, and make

recommendations on any changes to the Board of Directors to complement the Bank's
corporate strategy;
(2) to draft the standard for and procedures of selecting the Bank's directors and senior managerial members, and submit the draft standard and procedures to the Board of Directors for consideration;
(3) to identify individuals suitably qualified to become directors and make recommendations to the Board of Directors on the candidates of directors, President and Secretary of the Board of Directors;
(4) to assess the independency of independent non-executive directors;

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(5) to review the candidates proposed by the President for the positions of other senior managerial members, and make recommendation to the Board of Directors;
(6) relevant powers prescribed by the securities regulatory authorities in the place where shares of the Bank are listed, and relevant laws and regulations;
(7) other powers vested by the Board of Directors.

Article X The rights of the Nomination Committee are vested by the Board of Directors, unless restricted by relevant laws or supervisory regulations, the Nomination Committee shall report its decisions or advice to the Board of Directors. The Bank should provide the Nomination Committee with sufficient resources for its performance of duties. The Nomination Committee should seek independent professional advice when necessary to perform its responsibilities and the Bank shall bear the expenses reasonably incurred. Article XI The Nomination Committee shall make available the Terms of Reference on the website of the stock exchanges in the place where the shares of the Bank are listed and the website of the Bank, explaining its role and authority delegated to it by the Board of Directors. Article XII Where the Board of Directors proposes to elect an individual as an independent non-executive director at the general meeting, it should set out in the circular to shareholders and explanatory statement accompanying the notice of the relevant general meeting why he/she should be elected and why such person is considered to be independent. Article XIII The Nomination Committee shall be accountable to the Board of Directors, and its proposals and reports shall be submitted to the Board of Directors for consideration. Chapter 4 Working Procedures Article XIV The Nomination Committee shall, in accordance with relevant laws, regulations, administrative rules, and provisions of the Articles, and in consideration of the Bank's actual conditions, review the procedures and criteria for electing the Bank's directors and senior managerial members, and their terms of office; and shall submit to the Board of Directors the resolution thereof; and perform such resolution if it is passed by the Board of Directors.

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Article XV Procedures for electing directors and senior managerial members:

(1) the Nomination Committee shall, in consideration of the Bank's actual conditions, present the Bank's requirements for new directors and senior managerial members;
(2) the Nomination Committee shall collect the information about the candidates' occupations, education backgrounds, professional titles, work experience and their part-time jobs, etc.;
(3) the Nomination Committee shall seek the nominated persons' agreement of the nomination, or they may not be selected as candidates for directors or senior managerial members;
(4) the Nomination Committee shall call a meeting of the Nomination Committee to review the qualifications of the preliminary elected candidates for the positions of directors and senior managerial members according to their credentials, and make recommendation to the Board of Directors;
(5) the Nomination Committee shall carry out other subsequent work according to the
Board of Directors' decision and feedback.

Chapter 5 Rules of Procedures Article XVI The Nomination Committee shall convene a meeting as required by its work, and shall inform all its members 5 days prior to the date of each meeting. Such meeting shall be chaired by the Nomination Committee's chairman of the Nomination Committee.

A notice of meeting which contains the information of the time and venue of the meeting as well as relevant documents necessary for consideration by the members of the Nomination Committee who will attend the meeting shall be given to each Nomination Committee member in writing, by fax or email.

Article XVII Each meeting of the Nomination Committee shall be held only at the presence of more than two-thirds (including two-thirds) of its members. Each member has one vote at the meeting, and any resolution shall be passed by majority of all the members voting in favor of it.

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Article XVIII The Nomination Committee's meetings are generally held in the form of physical meeting with voting performed by show of hands or open vote, or, as the circumstances may require, in the form of signing a written circular with voting by correspondence, each member shall specify whether he accepts, objects or abstains from voting for the resolution and then sign it. Article XIX The Nomination Committee may invite the Bank's directors, supervisors and other senior managerial members to attend the meeting if necessary. Article XX Should any subject to be discussed at the Nomination Committee's meeting involve any Nomination Committee member's interest, such member shall withdraw. Article XXI The procedures of convening the meetings of the Nomination Committee, the form of voting, and resolutions passed at such meeting must comply with relevant laws and regulations, administrative rules, the Articles and this Terms of Reference. Article XXII Minutes shall be taken on each on-site meeting of the Nomination Committee, and all members and recorders present at such meeting shall sign the minutes of the meeting, which shall be kept in accordance with the file management system of the Bank. Article XXIII The resolution and result of voting at each meeting of the Nomination

Committee shall be submitted to the Board of Directors in writing.

Article XXIV Each member present at such meeting has the obligation to keep confidential the items discussed at the meeting, and shall never disclose any relevant information without authorization. Chapter 6 Supplementary Articles Article XXV The Terms of Reference shall take effect from the date on which it is passed by the Board of Directors' resolution. Article XXVI Any matters not covered by the Terms of Reference, or in the event that the Terms of Reference conflict with any laws, regulations, or administrative rules promulgated and revised by the State later, such laws, regulations, administrative rules or the Articles shall prevail.

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Article XXVII The Board of Directors shall reserve all rights to revise and interpret the

Terms of Reference.

Note: In case there are any discrepancies between the Chinese version and the English version of this

Terms of Reference, the Chinese version shall prevail.

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