Weihai City Commercial Bank : CIRCULAR FOR 2020 ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult licensed securities dealers or registered institutions in securities, bank managers, solicitors, professional accountants or other professional advisers.

If you have sold or transferred all your shares in Weihai City Commercial Bank Co., Ltd., you should at once hand this circular and the proxy form to the purchaser or transferee or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

WEIHAI CITY COMMERCIAL BANK CO., LTD.*

威海市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)

(Stock Code: 9677)

1. WORK REPORT OF THE BOARD OF DIRECTORS FOR 2020
2. WORK REPORT OF THE BOARD OF SUPERVISORS FOR 2020
3. 1. FINAL ACCOUNTS REPORT FOR 2020
   2. PROFIT DISTRIBUTION PLAN FOR 2020
   3. 1. FINANCIAL BUDGET FOR 2021

1. DUTY REPORT OF THE INDEPENDENT DIRECTORS FOR 2020
2. REPORT OF THE BOARD OF SUPERVISORS ON EVALUATION OF THE PERFORMANCE OF DUTIES BY THE BOARD OF DIRECTORS,

SENIOR MANAGEMENT AND ITS MEMBERS FOR 2020

1. REPORT OF THE BOARD OF SUPERVISORS ON EVALUATION OF SUPERVISORS FOR 2020
2. REPORT ON THE CONTROL OF RELATED PARTY TRANSACTIONS FOR 2020
3. PROPOSED EXTENSION OF CREDIT TO SHANDONG HI-SPEED GROUP COMPANY
4. APPOINTMENT OF EXTERNAL AUDITORS FOR 2021
5. PROPOSED MANDATE TO ISSUE FINANCIAL BONDS

1. RE-ELECTIONAND APPOINTMENT OF THE DIRECTORS FOR THE EIGHTH SESSION OF THE BOARD OF DIRECTORS
2. RE-ELECTIONAND APPOINTMENT OF THE SUPERVISORS FOR THE EIGHTH SESSION OF THE BOARD OF SUPERVISORS (EXCLUDING EMPLOYEES' REPRESENTATIVE SUPERVISORS)

AND

(15) NOTICE OF THE 2020 ANNUAL GENERAL MEETING

The letter from the Board is set out on pages 4 to 18 of this circular.

The Annual General Meeting of the Bank will be convened at the Conference Room, 2/F, Tower 1, 1 Huanhai Road, Weihai City, Shandong Province, the PRC at 9:00 a.m. on June 11, 2021 (Friday). The notice of the Annual General Meeting is set out on pages 58 to 61 of this circular, and was despatched by the Bank on May 12, 2021 (Wednesday).

Whether or not you intend to attend and/or vote at the Annual General Meeting in person, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the proxy form 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 (in case of H Shareholders), or to the office of the Board of the Bank ("Office of the Board") (in case of Domestic Shareholders) at Room 1703, 9 Bao Quan Road, Weihai City, Shandong Province, the PRC as soon as possible and in any event, not later than 24 hours before the fixed time (i.e. 9:00 a.m. on June 10, 2021 (Thursday)) to hold the Annual General Meeting or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending in person and voting at the Annual General Meeting should you so wish, in this case, the proxy form should be deemed to be revoked. A form of proxy for use at the Annual General Meeting is sent to the Shareholders together with this circular.

• Weihai City 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/deposit-taking business in Hong Kong.

May 12, 2021

	CONTENTS
		Page
DEFINITIONS . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I	WORK REPORT OF THE BOARD OF DIRECTORS
	FOR 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
APPENDIX II	WORK REPORT OF THE BOARD OF SUPERVISORS
	FOR 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	31
APPENDIX III	DUTY REPORT OF THE INDEPENDENT DIRECTORS
	FOR 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	36
APPENDIX IV	REPORT OF THE BOARD OF SUPERVISORS
	ON EVALUATION OF THE PERFORMANCE OF DUTIES
	BY THE BOARD OF DIRECTORS, SENIOR MANAGEMENT
	AND ITS MEMBERS FOR 2020 . . . . . . . . . . . . . . . . . . . . . . .	40
APPENDIX V	REPORT OF THE BOARD OF SUPERVISORS
	ON EVALUATION OF SUPERVISORS FOR 2020 . . . . . . . . . .	44
APPENDIX VI	REPORT ON THE CONTROL OF RELATED PARTY
	TRANSACTIONS FOR 2020 . . . . . . . . . . . . . . . . . . . . . . . . . .	46
APPENDIX VII BIOGRAPHIES OF DIRECTOR CANDIDATES . . . . . . . . . . . . .	49
APPENDIX VIII BIOGRAPHIES OF SUPERVISOR CANDIDATES . . . . . . . . . . .	56
NOTICE OF 2020 ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . .	58

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the

following meanings:

"Annual General Meeting" or	the annual general meeting of the Bank to be
"2020 AGM"	convened at the Conference Room, 2/F, Tower 1, 1
	Huanhai Road, Weihai City, Shandong Province, the
	PRC at 9:00 a.m. on June 11, 2021 (Friday), or any
	adjournment thereof
"Articles of Association"	the articles of association of the Bank, as amended,
	modified or otherwise supplemented from time to
	time
"Associate(s)"	has the same meaning ascribed to it under the Hong
	Kong Listing Rules
"Bank"	Weihai City Commercial Bank Co., Ltd*, a joint stock
	limited company established in the PRC in July 1997
	in accordance with the relevant PRC laws and
	regulations, and, if the context requires, includes its
	predecessors, branches and sub-branches, excluding
	its subsidiaries
"Board" or "Board of Directors"	the board of Directors of the Bank
"Board of Supervisors"	the board of Supervisors of the Bank
"CBIRC"	China Banking and Insurance Regulatory
	Commission (中 國 銀 行 保 險 監 督 管 理 委 員 會 ), a
	regulatory authority formed via the merger of the
	CBRC and CIRC according to the Notice of the State
	Council regarding the Establishment of Organizations
	(Guo Fa [2018] No. 6) 《( 國務院關於機構設置的通知》) (國
	發[2018] 6號) issued by the State Council on March 24,
	2018, and, if the context requires, includes its
	predecessors, namely the CBRC and CIRC
"PRC"	the People's Republic of China, but for the purpose of
	this circular only and, unless the context otherwise
	requires, excluding Hong Kong, Macau and Taiwan
"connected person(s)"	has the same meaning ascribed to it under the Hong
	Kong Listing Rules

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	DEFINITIONS
"Controlling Shareholder(s)"	has the same meaning ascribed to it under the Hong
	Kong Listing Rules, and unless the context otherwise
	requires, refers to Shandong Hi-Speed Group
	Company and Shandong Hi-Speed Company Limited,
	together being a group of controlling shareholders of
	the Bank
"CSRC"	China Securities Regulatory Commission
"Director(s)"	the director(s) of the Bank
"Domestic Share(s)"	the ordinary share(s) issued by the Bank, with a
	nominal value of RMB1.00 each, which are subscribed
	for or credited as paid up in RMB
"Group"	the Bank and its subsidiaries
"H Share(s)"	the ordinary share(s) issued by the Bank in Hong
	Kong under the Global Offering, with a nominal value
	of RMB1.00 each, which are subscribed for and traded
	in HKD, and are listed and traded on the Hong Kong
	Stock Exchange
"H Share Registrar"	Computershare Hong Kong Investor Services Limited
"HKD"	Hong Kong dollars, the lawful currency of Hong
	Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC
"Hong Kong Listing Rules"	the Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited, as amended,
	supplemented or otherwise modified from time to
	time
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Latest Practicable Date"	May 8, 2021, being the latest practicable date for the
	purpose of ascertaining certain information contained
	in this circular prior to its printing

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	DEFINITIONS
"Proposed Issue Mandate"	subject to shareholders' approval and approval from
	relevant regulatory authorities, the Board be
	authorized which may delegate to the Chairman to
	determine the issue of financial bonds with a total
	issuance size of not more than RMB48 billion, in
	tranches between 2021 and 2023, including
	determining specific types of financial bonds, issue
	scale and timing and key terms, based on market
	conditions and other factors while the Bank's
	management will be responsible for specific
	implementation of each bond issue and report the
	issue status to the Board
"RMB"	Renminbi, the lawful currency of the PRC
"SFO"	Securities and Future Ordinance (Chapter 571 of the
	Laws of Hong Kong), as amended, supplemented or
	otherwise modified from time to time
"Shareholder(s)"	holder(s) of the Shares
"Share(s)"	the Domestic Share(s) and H Share(s) of the Bank
"Shangdong Hi-Speed Group"	the head-office and subsidiaries of Shandong
	Hi-Speed Group Company, and its related companies
"Shandong Hi-Speed Group	Shandong Hi-Speed Group Co., Ltd. (山東高速集團有
Company"	限公司) (former names include: Shandong Highway
	Co., Ltd. (山東省高速公路有限責任公司), Shandong
	Highway Limited (山 東 省 高 速 公 路 有 限 公 司 ) and
	Shandong Highway Group Co., Ltd. (山東省高速公路
	集團有限公司)), a company incorporated in the PRC
	on July 2, 1997 and a Controlling Shareholder of the
	Bank
"substantial shareholder(s)"	has the same meaning ascribed to it under the Hong
	Kong Listing Rules
"Supervisor(s)"	the supervisor(s) of the Bank

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