Guangzhou Rural Commercial Bank : PROXY FORM FOR 2020 ANNUAL GENERAL MEETING

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)

PROXY FORM FOR 2020 ANNUAL GENERAL MEETING

No. of Shares to which this Proxy Form relates (Note 2)

Class of Shares (Domestic Shares or H Shares) to which this Proxy Form relates (Note 2)

I/We (Note 1)

o f

being the registered holder(s) of(Note 2) shares of RMB1.00 each in the share capital of

Guangzhou Rural Commercial Bank Co., Ltd.* (the "Bank") HEREBY APPOINT THE CHAIRPERSON OF THE MEETING

or (Note 3)

o f

as my/our proxy to attend and act for me/us at the 2020 annual general meeting (the "Meeting") (and at any adjournment thereof) of the Bank to be held at 13F, No.1 Huaxia Road, Pearl River New Town, Tianhe District, Guangzhou, Guangdong Province, the PRC at 9:30 a.m. on Tuesday, 8 June, 2021, for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below. Unless otherwise stated, terms used in the notice of the Meeting dated Friday, 23 April, 2021 in connection with the resolutions below shall have the same meaning when used herein.

ORDINARY RESOLUTIONS

For (Note 4)

Against (Note 4)

Abstain (Note 4)

1. to consider and approve the 2020 Board of Directors' Report;
2. to consider and approve the 2020 Board of Supervisors' Report;
3. to consider and approve the 2020 Annual Report;
4. to consider and approve the 2020 Annual Financial Accounts;
5. to consider and approve the 2021 Financial Budget;
6. to consider and approve the 2020 Profit Distribution Plan;
7. to consider and approve the 2020 Report on Sannong Financial Services;
8. to consider and approve the estimated annual caps for recurring related party transactions in 2021;
9. to consider and approve the proposal of amendments to the Rules of Procedures for General Meetings;

1. to consider and approve the proposal of amendments to the Rules of Procedures for the Board of Directors;
2. to consider and approve the appointment of auditors for the year of 2021 and authorise the Board to determine their remunerations.

SPECIAL RESOLUTIONS

For (Note 4)

Against (Note 4)

Abstain (Note 4)

1. to consider and approve the general mandate to issue new shares;
2. to consider and individually approve the following items in respect of the proposal of the non-public issuance of Domestic 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. Lock-uparrangement;
   10. Validity period;

SPECIAL RESOLUTIONS

For (Note 4)

Against (Note 4)

Abstain (Note 4)

1. to consider and individually approve the following items in respect of the proposal of the non-public issuance of H Shares under Specific Mandate:
2. 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;
3. 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 Share (collectively, the "Issuance");
4. to consider and approve the proposal of the change of the registered capital of the Bank upon completion of the Issuance;
5. to consider and approve the proposal of amendments to the Articles of Association.

Date:

, 2021

Signature(s) (Note 5) :

Notes:

1. Full name(s) (in Chinese and English, as shown in the register of members) and registered address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the class and number of Shares registered in the name(s) to which this proxy relates. If no number is inserted, this Proxy Form will be deemed to relate to all Shares of the Bank registered in your name(s).
3. If any proxy other than the Chairperson of the Meeting is preferred, please strike out the words "THE CHAIRPERSON OF THE MEETING or" and insert the name and address of the proxy desired in the space provided. A Shareholder may appoint one or more proxies to attend and vote in his stead. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK THE BOX MARKED "FOR" BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK THE BOX MARKED "AGAINST" BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE TICK THE BOX MARKED "ABSTAIN" BESIDE THE APPROPRIATE RESOLUTION. Any Shares voted as "Abstain" will be counted in the calculation of the number of vote required to pass a resolution. If no direction is given, your proxy may vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.
5. This Proxy Form must be signed by you or your attorney duly authorized in writing. In the case of a corporation, this Proxy Form must be either under its common seal or under the hand of its director(s) or duly authorized attorney(s). If this Proxy Form is signed by an attorney of the Shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized.
6. In order to be valid, this Proxy Form together with the power of attorney or other authorization documents (if any) 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, not less than 24 hours before the time appointed for the holding of the Meeting or any adjournment thereof (as the case may be). Completion and return of a Proxy Form will not preclude you from attending and voting in person at the Meeting or any adjournment thereof should you so wish.
7. Shareholders or their proxies attending the Meeting must produce their identity documents.
8. A proxy need not be a Shareholder of the Bank but must attend the Meeting in person to represent you.
9. In case of joint Shareholders of the Bank, only the joint Shareholder whose name appears first in the register of members may attend and vote at the Meeting, either in person or by proxy.

• Guangzhou Rural Commercial Bank Co., Ltd. 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.