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


Terms of Reference of the Remuneration 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 Remuneration Committee of the Board of Directors and the Terms of Reference are established 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 Remuneration Committee is a special working unit established by the Board of Directors in accordance with the Articles; it is mainly responsible for considering the remuneration administration system and policies of the Bank, formulating remuneration plans for the directors and senior management, advising the Board of Directors on the remuneration plans, and supervising their implementation.

* 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 Remuneration Committee Article III The Remuneration Committee is composed of 3 to 5 directors, and the majority of its members shall be independent non-executive directors. Article IV Members and chairman of the Remuneration Committee shall be nominated by the chairman of the Board of Directors and be appointed by the Board of Directors. Article V The chairman of the Remuneration Committee shall be an independent non- executive director, and is responsible for presiding over the Remuneration Committee's work. Article VI The Remuneration Committee's term of office shall be identical to that of the Board of Directors; each member of the Remuneration 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 Remuneration Committee, and the Board of Directors shall appoint a new director to fill the vacancy in accordance to Article III to Article V above.

The Board of Directors and the Remuneration Committee should separately pass resolutions to remove an appointed member from the Remuneration Committee or appoint additional members.

Article VII The Office of the Board of Directors shall be responsible for the day to day work of the Remuneration Committee. Chapter 3 Duties and Authority Article VIII The main duties and authority of the Remuneration Committee are as follows:

(1) to review remuneration administration system and policies of the Bank and submit to the Board of Directors for consideration;
(2) to formulate the performance appraisal methods of the directors, remuneration plans for the directors and supervisors and submit to the Board of Directors for consideration;

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(3) to organize the performance appraisal of the directors and provide recommendation in respect of the remuneration allocation of the directors in accordance with the appraisal methods;
(4) to provide recommendation in respect of the remuneration allocation of the supervisors in accordance with the performance appraisal on the supervisors from the Board of Directors of Supervisors;
(5) to review the remuneration allocation of the senior management and submit to the
Board of Directors for approval;
(6) relevant powers prescribed by the securities regulatory authorities of the places where the shares of the Bank are listed and relevant laws and regulations;
(7) other powers vested by the Board of Directors.

Article IX The Remuneration Committee shall be provided with sufficient resources by the Bank to perform all its responsibilities. Article X The Remuneration Committee shall make available its terms of reference, explaining its role and the authority granted to it by the Board of Directors by including them on the website of the stock exchanges where the shares of the Bank are listed and the Bank's website. Article XI The Bank shall disclose details of any remuneration payable to the senior managerial members by band in its annual report and accounts. Article XII The remuneration plan for the directors and supervisors of the Bank brought by the Remuneration Committee shall be submitted to the Board of Directors for approval, and be adopted at shareholder's meeting or be adopted at the Board of Directors' meeting authorized by the shareholder's meeting before execution; the remuneration allocation plan of senior management shall be submitted to the Board of Directors for approval. Article XIII The Remuneration Committee shall be accountable to the Board of Directors, and its proposals and reports shall be submitted to the Board of Directors for consideration.

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Chapter 4 Working Procedures Article XIV The office of the Board of Directors shall be responsible for the preparation for the Remuneration Committee's decision-making, and shall prepare the following materials:

(1) the key financial indicators and progress in reaching the business objectives of the
Bank;
(2) the information about the extent to which the targets and objectives of the work performance appraisal system are reached by the directors and the senior management;
(3) the information about the directors' and senior management's business innovation ability and operation performance based on such ability;
(4) the relevant materials collected from the Board of Directors of Supervisors on evaluation of the supervisors' performance;
(5) the basis of calculation in the formulation of the remuneration allocation plans and means in accordance with the performance of the Bank.

Article XV The procedures for evaluation by the Remuneration Committee on the directors and the senior management:

(1) conduct performance evaluation on the directors and senior management in accordance with the performance evaluation standard and procedures;
(2) to submit to the Board of Directors for consideration the recommendation on the remuneration to the directors and senior management, and the rewarding method in accordance with the result of work performance evaluation and the remuneration allocation policy, after it is passed by voting.

Article XVI To submit to the Board of Directors for consideration the remuneration plans for the Board of Directors of Supervisors based on evaluation of the supervisors' performance, and the advices and suggestions from the Board of Directors of Supervisors.

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Chapter 5 Rules of Procedures Article XVII The Remuneration Committee shall convene a meeting at any time as required by its work; the Remuneration Committee shall give notice to all its members 5 days prior to the date of each meeting; each meeting shall be chaired by the Remuneration Committee's chairman. Notice of meeting shall be given to Remuneration Committee members in writing, by fax or email which shall give the information of the time and venue of the meeting and relevant documents which may be required to be considered by the members of the Remuneration Committee for the purposes of the meeting. Article XVIII Each meeting of the Remuneration 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 may be passed by a majority of all the members voting in favor of it. Article XIX The Remuneration Committee's meetings are generally held in the form of physical meeting with voting performed by show of hands or open vote, or as required by the condition, in the form of signing a written circular and voting by correspondence; each member shall write on the meeting's resolution to show whether he accepts, objects or abstains from voting the resolution and then sign it. Article XX The Remuneration Committee may invite the Bank's directors, supervisors and other senior managerial members to attend the meeting if necessary. Article XXI The Remuneration Committee may instruct intermediaries to give professional advices for its decision-making and the Bank shall bear the expenses reasonably incurred. Article XXII The procedures for holding the Remuneration Committee's meetings, the way of voting, and the resolutions passed at the meetings must comply with relevant laws, regulations, administrative rules, provisions of the Articles and this Terms of Reference. Article XXIII Minutes shall be taken on each on-site meeting of the Remuneration Committee, and all members and recorders present at each meeting shall sign the minutes of the meeting, which shall be kept in accordance with the file management system of the Bank.

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Article XXIV The resolution and result of voting at each meeting of the Remuneration

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

Article XXV Each Remuneration Committee members present at the meetings have the duty of keeping confidential of the matter discussed at the meetings, and shall never disclose any relevant information without authorization. Chapter 6 Supplementary Article Article XXVI The Terms of Reference shall take effect from the date on which it is passed by the Board of Directors resolution. Article XXVII Any matter not covered by the Terms of reference, or any conflict between the Terms of Reference and any laws, regulations, or administrative rules promulgated and revised by the State later, such laws, regulations, administrative rules, or the revised Articles shall prevail. Article XXVIII The Board of Directors shall reserve all rights to revise and interpret this

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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