Guangzhou Rural Commercial Bank : NOTICE OF THE FIRST H SHAREHOLDERS CLASS MEETING OF 2021

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.

Guangzhou Rural Commercial Bank Co., Ltd.*

廣 州 農 村 商 業 銀 行 股 份 有 限 公 司 *

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

(H Share Stock code: 1551)

(Preference Share Stock code: 4618)

NOTICE OF THE FIRST H SHAREHOLDERS CLASS

MEETING OF 2021

NOTICE IS HEREBY GIVEN that the First H Shareholders Class Meeting of 2021 ("H Shareholders Class Meeting") of Guangzhou Rural Commercial Bank Co., Ltd.* (the "Bank") will be held at 13F, No. 1 Huaxia Road, Pearl River New Town, Tianhe District, Guangzhou, Guangdong Province, PRC at 10:15 a.m. on Tuesday, 8 June, 2021, or immediately after the conclusion of 2020 annual general meeting and the First Domestic Shareholders Class Meeting of 2021 to be held on the same day (whichever is later), to consider, and if thought fit, pass the following resolutions:

SPECIAL RESOLUTIONS

1. To consider and individually approve the following items in respect of the proposal of the non-public issuance of Domestic Shares under Specific Mandate:

1. Type and par value of Shares to be issued;
2. Number of Shares to be issued;
3. Target placees;
4. Method of pricing;
5. Method of issuance;
6. Timing of issuance;
7. Use of proceeds;
8. Distribution of retained profit;

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1. 1. Lock-uparrangement; 1.10.Validity period;
2. To consider and individually approve the following items in respect of the proposal of the non-public issuance of H Shares under Specific Mandate:
3. 1. Type and par value of Shares to be issued;
   2. Number of Shares to be issued;
   3. Target placees;
   4. Method of pricing;
   5. Method of issuance;
   6. Timing of issuance;
   7. Use of proceeds;
   8. Distribution of retained profit;
   9. Validity period;
   10. Listing arrangement; and
4. To consider and approve the proposal of the authorization to the Board to complete matters related to the non-public issuance of Domestic Shares and non- public issuance of H Shares.

By Order of the Board

Guangzhou Rural Commercial Bank Co., Ltd.*

Cai Jian

Chairman

Guangzhou, the PRC

23 April, 2021

As at the date of this notice, the Board comprises three executive directors, namely Mr. Cai Jian, Mr. Yi Xuefei and Mr. Zhang Jian; seven non-executive directors, namely Mr. Yuan Xiaoyi, Ms. Feng Kaiyun, Mr. Zuo Liang, Mr. Zhang Junzhou, Mr. Zhuang Yuemin, Mr. Feng Yaoliang and Mr. Lai Zhiguang; and three independent non- executive directors, namely Mr. Du Jinmin, Mr. Tan Jinsong and Mr. Zhang Hua.

• The Bank is not an authorized institution within the meaning of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorized to carry on banking and/or deposit-taking business in Hong Kong.

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Note:

1. Pursuant to the Listing Rules, all resolutions proposed at the H Shareholders Class Meeting will be voted by poll (except for the resolutions concerning relevant procedures or administrative matters which the chairman decides to permit the vote by a show of hands). The voting results will be published on both the websites of Hong Kong Stock Exchange (www.hkexnews.hk) and the Bank (www.grcbank.com) in accordance with the Listing Rules.
2. Closure of register of members and eligibility for voting at the H Shareholders Class Meeting
   Holders of H Shares of the Bank are advised that the register of members of the Bank will be closed from Saturday, 8 May, 2021 to Tuesday, 8 June, 2021 (both days inclusive), during which time no transfer of H Shares of the Bank will be effected or registered.
   In order to qualify for attending and voting at the First H Shareholders Class Meeting, instruments of transfer accompanied by share certificates and other appropriate documents must be lodged with the Bank's H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, by 4:30 p.m. on Friday, 7 May, 2021.
   H Shareholders of the Bank whose names appear on the register of members of the Bank at the close of business on Friday, 7 May, 2021 are entitled to attend and vote at the H Shareholders Class Meeting.
3. Reply slip
   Holders of H Shares who intend to attend and vote at the H Shareholders Class Meeting must complete and lodge the accompanying reply slip and return it to the Bank's H Share Registrar on or before Wednesday, 19 May, 2021. The reply slip may be delivered by hand, by post or by fax to the Bank's H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. Completion and return of the reply slip do not affect the right of a Shareholder to attend and vote at the H Shareholders Class Meeting.
   However, failure to return the reply slip may result in an adjournment of the H Shareholders Class Meeting, if the number of Shares carrying the right to vote represented by the Shareholders proposing to attend the H Shareholders Class Meeting by reply slip does not reach more than half of the total number of Shares of the Bank carrying the right to vote at the H Shareholders Class Meeting.

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1. Proxy
   Every Shareholder who has the right to attend and vote at the H Shareholders Class Meeting is entitled to appoint one or more proxies, whether or not they are members of the Bank, to attend and vote on his/her behalf at the H Shareholders Class Meeting.
   A proxy must be appointed by an instrument in writing. Such instrument must be signed by the appointer or his attorney duly authorized in writing. If the appointer is a legal person, then the instrument must be signed under a legal person's seal or signed by its director or an attorney duly authorized in writing. The instrument appointing the proxy must be deposited at the Bank's H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for holders of H Shares not less than 24 hours before the time specified for the holding of the H Shareholders Class Meeting or any adjournment thereof (as the case may be).
   If the instrument appointing the proxy is signed by a person authorized by the appointer, the power of attorney or other documents of authority under which the instrument is signed must be notarized.
   The notarized power of attorney or other document of authority must be deposited together and at the same time with the instrument appointing the proxy at the Bank's H Share Registrar.
2. Other businesses
3. 1. The H Shareholders Class Meeting is expected to last for no more than half a working day. Shareholders and their proxies attending the H Shareholders Class Meeting shall be responsible for their own traveling and accommodation expenses.
   2. The address of Computershare Hong Kong Investor Services Limited:
      Shops 1712-1716, 17th Floor Hopewell Centre
      183 Queen's Road East Wanchai
      Hong Kong
      (For lodging share transfer documents)
      17M Floor Hopewell Centre
      183 Queen's Road East Wanchai
      Hong Kong
      (For deposit of reply slip or proxy form)
      Tel: [phone]
      Fax: [phone]

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