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)

PROXY FORM

FOR THE 2020 ANNUAL GENERAL MEETING

TO BE HELD ON JUNE 11, 2021 (FRIDAY) (OR ANY ADJOURNMENT THEREOF)

Number of shares to which this Proxy Form relates (Note 1)

Class of shares (H Shares or Domestic Shares) to which this Proxy Form relates(Note 1)

I/We(Note 2)

of

(address as shown in the register of members) being the holder(s) of

domestic shares (the "Domestic Shares")/H shares (the "H Shares")(Note 3) of RMB1.00 each of Weihai City Commercial Bank Co., Ltd.* (the "Bank"), hereby appoint the Chairman of the meeting or(Note 4)

of as my/our proxy(ies) to attend, act and vote for me/us and on my/our behalf at the 2020 annual general meeting of the Bank (the "Annual General Meeting") to be held at the Conference Room, 2/F, Tower 1, 1 Huanhai Road, Weihai City, Shandong Province, the PRC on June 11, 2021 (Friday) at 9:00 a.m. or any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice of the Annual General Meeting, and, if no such indication is given, as my/our proxy(ies) think(s) fit.

Unless otherwise stated, terms used in the notice of the Annual General Meeting dated May 12, 2021 in connection with the resolutions below shall have the same meaning when used herein.

ORDINARY RESOLUTIONS

FOR(Note 5)

AGAINST(Note 5)

ABSTAIN(Note 5)

1.

To consider and approve the Work Report of the Board of

Directors for 2020.

2.

To consider and approve the Work Report of the Supervisory

Board for 2020.

3.

To consider and approve the Final Accounts Report for 2020.

4.

To consider and approve the Profit Distribution Plan for 2020.

5.

To consider and approve the Financial Budget for 2021.

6.

To consider and approve the Duty Report of the Independent

Directors for 2020.

7.

To consider and approve the 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.

8.

To consider and approve the Report of the Board of

Supervisors on Evaluation of Supervisors for 2020.

9.

To consider and approve the Report on the control of related

party transactions for 2020.

10.

To consider and approve the proposed extension of credit to

Shandong Hi-Speed Group Co., Ltd..

11.

To consider and approve the appointment of external auditors

for 2021.

SPECIAL RESOLUTION

FOR(Note 5)

AGAINST(Note 5)

ABSTAIN(Note 5)

12.

To consider and approve the proposed extension of the term

of authorization for the issuance of financial bonds.

ORDINARY RESOLUTIONS (by way of cumulative voting)

FOR(Note 6)

AGAINST(Note 6)

Abstain(Note 6)

13.

To consider and approve the re-election and/or appointment

of the following proposed individuals as an executive

Cumulative Votes

(Note 6)

Director for the Eighth Session of Board of Directors of the

Bank:

(1)

Re-elect Mr. TAN Xianguo (譚先國) as an executive

Director;

(2)

Re-elect Mr. MENG Dongxiao (孟東曉) as an executive

Director;

(3)

Re-elect Ms. TAO Zunjian (陶遵建) as an executive

Director;

(4)

Appoint Mr. LU Jiliang (盧繼梁) as an executive Director;

and

(5)

Appoint Mr. ZHANG Wenbin (張文斌) as an executive

Director.

14.

To consider and approve the re-election and/or appointment

of the following proposed individuals as a non-executive

Cumulative Votes

(Note 6)

Director for the Eighth Session of Board of Directors of the

Bank:

(1)

Re-elect Mr. YI Jijun (伊 繼 軍 ) as a non-executive

Director;

(2)

Appoint Mr. SONG Bing (宋 斌 ) as a non-executive

Director;

(3)

Appoint Mr. YIN Lin (尹林) as a non-executive Director;

(4)

Appoint Mr. ZHAO Bing (趙冰) as a non-executive

Director; and

(5)

Appoint Ms. ZHAO Yue (趙 月 ) as a non-executive

Director.

15.

To consider and approve the re-election and/or appointment

of the following proposed individuals as an independent

Cumulative Votes

(Note 6)

non-executive Director for the Eighth Session of Board of

Directors of the Bank:

(1)

Re-elect Mr. SUN Guomao (孫國茂) as an independent

non-executive Director;

(2)

Re-elect Mr. Fan Chi Chiu (范智超) as an independent

non-executive Director;

(3)

Appoint Mr. ZHANG Hongdi (張 紅 地 ) as an

independent non-executive Director;

(4)

Appoint Mr. WANG Shaohong (王 紹 宏 ) as an

independent non-executive Director; and

(5)

Appoint Ms. SUN Zuying (孫組英) as an independent

non-executive Director.

ORDINARY RESOLUTIONS (by way of cumulative voting)

FOR(Note 6)

AGAINST(Note 6)

Abstain(Note 6)

16.

To consider and approve the re-election and/or appointment

of the following proposed individuals as an external

Cumulative Votes

(Note 6)

Supervisor for the Eighth Session of Board of Supervisors of

the Bank:

(1)

Appoint Mr. WANG Yong (王 勇 ) as an external

Supervisor;

(2)

Appoint Mr. YANG Yunhong (楊雲紅) as an external

Supervisor; and

(3)

Appoint Ms. ZHU Yingwei (朱 英 偉 ) as an external

Supervisor.

17.

To consider and approve the re-election of the following

proposed individuals as a Shareholders' representative

Cumulative Votes

(Note 6)

Supervisor for the Eighth Session of Board of Supervisors of

the Bank:

(1)

Re-elect Ms. ZHAO Lijie (趙麗傑) as a Shareholders'

representative Supervisor;

(2)

Re-elect Mr. ZHOU Hao (周 浩 ) as a Shareholders'

representative Supervisor; and

(3)

Re-elect Mr. FENG Yongdong (馮永東) as a Shareholders'

representative Supervisor.

Date:

2021

Signature(s)(Note 7):

Notes:

  1. Please insert the number of shares registered in your name(s) to which this proxy form relates. If no number is inserted, this proxy form will be deemed to relate to all the shares in the Bank registered in your name(s). Please also insert the class of shares (H shares or domestic shares) to which this proxy form relates.
  2. Please insert your full name(s) and address(es) (as shown in the register of members) in BLOCK LETTERS.
  3. Please insert the number of H Shares or Domestic Shares registered in your name(s) and delete as appropriate.
  4. If any proxy other than the Chairman of the meeting is preferred, delete the words "the Chairman 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 on his/her behalf. A proxy need not be a shareholder of the Bank. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll. ANY ALTERATION MADE TO THIS PROXY FORM
    MUST BE DULY INITIALED BY THE PERSON WHO SIGNS IT.
  5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, TICK IN THE BOX MARKED "ABSTAIN". The shares "abstained" from voting will be counted in the calculation of the required majority. Where there are ballots on which the words are not filled in, wrongly filled in or unintelligible or the ballots that are not voted, the voters shall be regarded as having relinquished their voting rights and the voting results of their shares shall be regarded as "abstention". If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his/her discretion. Unless you have indicated otherwise in this proxy form, your proxy will also be entitled to vote at his/her discretion on any resolution properly put forward at the Annual General Meeting.
  6. Please note that,
    according to Article 120 of the articles of association of the Bank, if a controlling shareholder holds more than 30% of the total shares of the Bank with voting rights, the shareholders' general meeting shall adopt a cumulative voting system when electing directors and supervisors. The cumulative voting system as aforesaid means at a shareholders' general meeting, where directors or supervisors are elected, each share is entitled to the same number of votes as the number of directors or supervisors to be elected, and shareholders may cast all their votes on a particular candidate. As such, the cumulative voting system is adopted at the Meeting for the election of directors and supervisors, so that each share held by any shareholder who is going to vote shall have the same number of votes as the number of directors or supervisors to be elected. A shareholder may cast all his/her votes on a particular candidate or on multiple candidates. Please follow the instructions below when you cast your votes:
    1. In relation to resolutions No. 13 to No. 17, for every share held by you, you shall have the same number of voting rights which equals to the number of directors or supervisors to be elected. For instance, if you are holding 1 million shares and 5 executive directors will be elected for resolution No. 13, the aggregate number of shares with votes which you are entitled will be 5 million shares (i.e. 1 million shares x 5 = 5 million votes) regarding resolution No. 13.
    2. Additionally, please note that you may cast your votes on every candidate of director or supervisor which equals to the number of shares held by you. You may also cast all your votes, which represent the total number of shares held by you multiplied by the total number of directors or supervisors to be elected, on one candidate; or cast your votes which represent the total number of shares held by you multiplied by the total number of directors or supervisors to be elected on certain candidates.
      For example, if you are holding 1 million shares, the total number of the shares with voting rights held by you regarding resolution No. 13 is 5 million shares. You may choose to cast the 5 million votes equally amongst the 5 executive Director candidates, or to cast all your votes on a single executive Director candidate, or to cast on executive Director candidate A with 3 million votes, executive Director candidate B with 1 million votes, executive Director candidate C with 1 million votes and not cast any vote on the other executive Director candidates.
    1. When the total votes, represented by the shares held by you multiplied by the number of directors or supervisors to be elected, are used up after voting for certain candidates, you will have no votes remaining to be cast on other candidates. i.e., the total number of your votes cast shall not exceed the aggregate number of votes to which you are entitled.
    2. Please note that when the total votes cast by you on certain candidates exceeds the total votes to which you are entitled, all the votes you have cast will become invalid and be regarded as abstain. When the total votes cast by you for certain candidates are less than the total votes to which you are entitled, the votes are valid and the remaining votes will be regarded as abstain.
      For example, if you hold 1 million shares, the total number of your shares with votes regarding resolution No. 13 is 5 million shares: (a) if you fill in "For" of "cumulative voting" under a particular executive Director candidate with "5 million shares", you have used up all the votes to which you are entitled, which results in you having no votes for the remaining 4 executive Director candidates. Should you fill in the blanks under resolution No. 13 with any number of shares (other than 0), all your votes on resolution No. 13 will be invalid; or (b) if you fill in "For" under "cumulative voting" under executive Director candidate A with "3 million shares" and if you fill in "For" under "cumulative voting" under executive Director candidate B with "1 million shares", the 4 million of votes cast by you are valid and the remaining 1 million of votes will be regarded as abstain.
    3. Where the "For" votes cast for a particular candidate of director or supervisor are more than half of the total number of shares with voting rights held by all shareholders attending the meeting (in respect of the number of shares before cumulation), such candidate will be considered to have been elected. Where the number of elected directors or supervisors at the meeting is less than the number of directors or supervisors that shall be elected, then a second round of election should be held for the unelected candidates of directors or supervisors. If the abovementioned requirement has not been satisfied after the second election, the Bank shall convene another shareholders' general meeting for the election of directors or supervisors to fill up the vacancies.
    4. When a new round of director or supervisor election is held pursuant to (v) above, the cumulation of votes should be re-calculated based on the number of directors or supervisors to be elected during such round of election.
  1. This proxy form must be in writing under the hand of the shareholder or his/her attorney duly authorized in writing. For a corporate shareholder, this proxy form must be affixed with the common seal or signed by its director or attorney duly authorized or other persons in charge.
  2. Where there are joint holders of any shares, any one of such persons may vote at the Annual General Meeting, either in person or by proxy, in respect of such shares as if he/she were solely entitled thereto. However, if more than one of such joint holders is present at the Annual General Meeting, either in person or by proxy, then one of the said persons so present whose name stands first in the register of members in respect of such shares shall alone be entitled to vote in respect thereof.
  3. The proxy form (together with a notarially certified copy of the power of attorney or other authority (if any) if this proxy form is signed by a person on behalf of the appointor) must be delivered by H Shareholders to the H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (for H Shareholders), or the Office of the Board at Room 1703, 9 Bao Quan Road, Weihai City, Shandong Province, the PRC (for Domestic Shareholders) not later than 24 hours before the time for holding the Annual General Meeting or any adjournment thereof.
  4. You are reminded that completion and return of this proxy form will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof if you so wish.
  • 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.

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Weihai City Commercial Bank Co. Ltd. published this content on 11 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 May 2021 10:39:10 UTC.