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Announcements & Notices
POLL RESULTS OF THE 2025 ANNUAL GENERAL MEETING
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcementCHINA BOHAI BANK CO, LTD渤海銀行股份有限公司(A joint stock company incorporated in the People’s Republic of China with limited liability)(Stock Code: 9668)POLL RESULTS OF THE 2025 ANNUAL GENERAL MEETINGReferences are made to the circular (the “Circular”) and the notice of the 2025 AGM (the “AGM”) of CHINA BOHAI BANK CO, LTD (the “Bank”) both dated May 21, 2026 Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the CircularThe AGM was held at 2:00 pm on Wednesday, June 17, 2026 at Meeting Room 6702, China Bohai Bank Tower, 218 Haihe East Road, Hedong District, Tianjin, China The AGM was chaired by Mr WANG Jinhong, Chairman of the Bank Mr WANG Jinhong and Mr QU Hongzhi as executive Directors; Mr AU Siu Luen, Ms YUAN Wei and Mr HU Aimin as non-executive Directors; and Mr TSE Yat Hong, Mr SHUM Siu Hung Patrick, Ms WANG Aijian, Mr LIU Junmin, Mr LIU Lanbiao and Mr OUYANG Yong as independent non-executive Directors, attended the AGM, but Ms CUI Hongqin, Mr ZHANG Yunji and Ms LING Yingjie (employee Director) as non-executive Directors were unable to attend the AGM due to other business engagementsComputershare Hong Kong Investor Services Limited was appointed by the Bank as the scrutineer for the vote-taking at the AGM Two shareholders’ representatives of the Bank participated in vote counting and scrutinizing Beijing Haiwen & Partners, the Bank’s PRC legal advisor, witnessed the convening of the AGM and other relevant matters in accordance with the law, and is of the opinion that the AGM was in compliance with the relevant laws and regulations, regulatory documents and the Articles of AssociationPOLL RESULTS OF THE AGMAs at the date of the AGM, the total number of issued ordinary Shares of the Bank was 17,762,000,000, comprising 11,561,445,000 Domestic Unlisted Shares and 6,200,555,000 H Shares, of which no Shares were held by the Bank as treasury Shares and therefore no holders of treasury Shares were required to abstain from voting at the AGM Insofar as the Bank is aware, certain Shareholder’s credit extended by the Bank was overdue, the voting rights of such Shareholder(s) at the AGM shall therefore be subject to restrictions pursuant to the Articles of Association, resulting in a total of 1,370,706,739 Domestic Unlisted Shares subject to restrictions Save as disclosed above, to the best of the Board’s knowledge, information and belief, having made all reasonable enquiries, there was no restriction on any Shareholder casting votes on the proposed resolutions at the AGM; no Shareholder had a material interest in the matters considered at the AGM and was required to abstain from voting at the AGM; there were no Shares of the Bank entitling the holders to attend and abstain from voting in favour at the AGM as set out in Rule 1340 of the Listing Rules; no Shareholder was required under the Listing Rules to abstain from voting on the resolutions proposed at the AGM; no Shareholders have stated their intentions in the Circular to vote against or to abstain from voting on the resolutions proposed at the AGM1As at the date of the AGM, the total number of ordinary Shares entitling the Shareholders of the Bank to vote on the resolutions proposed at the AGM was 16,391,293,261, comprising 10,190,738,261 Domestic Unlisted Shares and 6,200,555,000 H Shares Shareholders or their proxies who attended the AGM represented, in aggregate, 13,297,077,915 voting Shares of the Bank, representing approximately 81122811% of the total voting ordinary Shares of the Bank as at the date of the AGMAll the resolutions proposed at the AGM were voted by poll and the details of the poll results are as follows:Number of votes and percentage of total voting ORDINARY RESOLUTIONS Shares held by Shareholders (including their proxies) attending the AGM (%)For Against Abstain1 Report of the Board of Directors for 2025 of CHINA BOHAI 13,287,920,415 7,900,000 1,257,500BANK CO, LTD (99931131%) (0059412%) (0009457%)2 Profit Distribution Plan for 2025 of CHINA BOHAI BANK 13,274,464,749 22,613,166 0CO, LTD (99829939%) (0170061%) (0000000%)3 Financial Budget Report for 2026 of CHINA BOHAI BANK 13,289,177,915 7,900,000 0CO, LTD (99940588%) (0059412%) (0000000%)4 Re-appointment of External Auditors for 2026 13,239,644,854 57,433,061 0(99568078%) (0431922%) (0000000%)5 Loan Reduction and Exemption Authorization Plan 13,289,177,915 7,900,000 0(99940588%) (0059412%) (0000000%)6 Remuneration for 2024 of Chairman 13,289,177,915 7,900,000 0(99940588%) (0059412%) (0000000%)As the resolutions numbered 1 to 6 were passed by more than half of the voting rights held by the Shareholders (including their proxies) attending the AGM, all such resolutions were duly passed as ordinary resolutionsBy order of the BoardCHINA BOHAI BANK CO, LTDWANG JinhongChairmanTianjin, ChinaJune 17, 2026As of the date of this announcement, the Board comprises Mr WANG Jinhong and Mr QU Hongzhi as executive directors; Mr AU Siu Luen, Ms YUAN Wei, Ms CUI Hongqin, Mr HU Aimin, Mr ZHANG Yunji and Ms LING Yingjie (employee director) as non-executive directors; and Mr TSE Yat Hong, Mr SHUM Siu Hung Patrick, Ms WANG Aijian, Mr LIU Junmin, Mr LIU Lanbiao and Mr OUYANG Yong as independent non-executive directors2
ANNUAL THE OF GENERAL RESULTS
2026-06-17 18:56:31
Regulatory Documents
LIST OF DIRECTORS AND THEIR ROLES AND FUNCTIONS
CHINA BOHAI BANK CO, LTD渤海銀行股份有限公司(A joint stock company incorporated in the People’s Republic of China with limited liability)LIST OF DIRECTORS AND THEIR ROLES AND FUNCTIONSThe members of the board of directors (the “Director(s)”) of CHINA BOHAI BANK CO, LTD (the “Board”) are set out below:Executive Directors:Mr WANG Jinhong (Chairman)Mr QU HongzhiNon-executive Directors:Mr AU Siu Luen (Vice chairman)Ms YUAN Wei Ms CUI Hongqin Mr HU AiminMr ZHANG YunjiMs LING Yingjie (Employee director)Independent Non-executive Directors:Mr TSE Yat HongMr SHUM Siu Hung Patrick Ms WANG AijianMr LIU Junmin Mr LIU LanbiaoMr OUYANG Yong1The Board has established five committees The table below provides membership information of these committees on which each Board member servesRisk Audit and Development Management Related Party Consumer Nomination Strategy and Committee and Green Transactions Rights and InclusiveFinance Control Protection Remuneration Finance Director Committee Committee Committee Committee CommitteeMr WANG Jinhong Member ChairpersonMr QU Hongzhi Member Member MemberMr AU Siu Luen Member Member Member MemberMs YUAN Wei Member MemberMs CUI Hongqin MemberMr HU Aimin MemberMr ZHANG Yunji Member MemberMr TSE Yat Hong Member Member ChairpersonMr SHUM Siu Hung Patrick Member Member Member MemberMs WANG Aijian Member MemberMr LIU Junmin ChairpersonMr LIU Lanbiao Member Member MemberMr OUYANG Yong Chairperson Chairperson MemberTianjin, China June 4, 20262
THEIR AND ROLES DIRECTORS OF
2024-04-19 10:04:19
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Announcements & Notices
APPROVAL ON THE QUALIFICATION OF EMPLOYEE DIRECTOR BY THE NATIONAL FINANCIAL REGULATORY ADMINISTRATION
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcementCHINA BOHAI BANK CO, LTD渤海銀行股份有限公司(A joint stock company incorporated in the People’s Republic of China with limited liability)(Stock Code: 9668)APPROVAL ON THE QUALIFICATION OF EMPLOYEE DIRECTORBY THE NATIONAL FINANCIAL REGULATORY ADMINISTRATIONReference is made to the announcement of CHINA BOHAI BANK CO, LTD (the “Bank”) dated February 3, 2026 (the “Announcement”), in relation to the election of Ms LING Yingjie as an employee director of the Bank by the Employee Representative Meeting of the Bank Capitalised terms used herein, unless otherwise defined, shall have the same meanings as those defined in the AnnouncementThe Bank has recently received the Approval from the National Financial Regulatory Administration on the Qualification of LING Yingjie as Director of China Bohai Bank (Jin Fu [2026] No 312) Pursuant to relevant requirements, the qualification of Ms LING as a director of the Bank has been approved by the National Financial Regulatory Administration Since June 2, 2026, Ms LING has been an employee director of the sixth session of the Board of the Bank The Board would like to take this opportunity to welcome Ms LING on her new appointment in the Bank Please refer to the Announcement for the biographical details of Ms LINGBy order of the BoardCHINA BOHAI BANK CO, LTDWANG JinhongChairmanTianjin, ChinaJune 4, 2026As of the date of this announcement, the Board of the Bank comprises Mr WANG Jinhong and Mr QU Hongzhi as executive directors; Mr AU Siu Luen, Ms YUAN Wei, Ms CUI Hongqin, Mr HU Aimin, Mr ZHANG Yunji and Ms LING Yingjie (employee director) as non-executive directors; and Mr TSE Yat Hong, Mr SHUM Siu Hung Patrick, Ms WANG Aijian, Mr LIU Junmin, Mr LIU Lanbiao and Mr OUYANG Yong as independent non-executive directors
THE BY NATIONAL OF QUALIFICATION
2026-06-04 18:29:51
Announcements & Notices
MONTHLY RETURN OF EQUITY ISSUER ON MOVEMENTS IN SECURITIES FOR THE MONTH ENDED 31 MAY 2026
FF301Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities For the month ended: 31 May 2026 Status: New SubmissionTo : Hong Kong Exchanges and Clearing LimitedName of Issuer: CHINA BOHAI BANK CO, LTDDate Submitted: 04 June 2026I Movements in Authorised / Registered Share Capital1 Class of shares Ordinary shares Type of shares H Listed on the Exchange (Note 1) YesStock code (if listed) 09668 DescriptionNumber of authorised/registered shares Par value Authorised/registered share capitalBalance at close of preceding month 6,200,555,000 RMB 1 RMB 6,200,555,000Increase / decrease (-) RMBBalance at close of the month 6,200,555,000 RMB 1 RMB 6,200,555,0002 Class of shares Ordinary shares Type of shares Other type (specify in description) Listed on the Exchange (Note 1) NoStock code (if listed) - Description Domestic Unlisted SharesNumber of authorised/registered shares Par value Authorised/registered share capitalBalance at close of preceding month 11,561,445,000 RMB 1 RMB 11,561,445,000Increase / decrease (-) RMBBalance at close of the month 11,561,445,000 RMB 1 RMB 11,561,445,000Total authorised/registered share capital at the end of the month: RMB 17,762,000,000Page 1 of 10 v 121FF301II Movements in Issued Shares and/or Treasury Shares and Public Float Sufficiency Confirmation1 Class of shares Ordinary shares Type of shares H Listed on the Exchange (Note 1) YesStock code (if listed) 09668 DescriptionNumber of issued shares (excluding treasury shares) Number of treasury shares Total number of issued sharesBalance at close of preceding month 6,200,555,000 0 6,200,555,000Increase / decrease (-)Balance at close of the month 6,200,555,000 0 6,200,555,000Public float sufficiency confirmation (Note 4)Pursuant to Main Board Rule 1332D(1) or 19A28D(1) / GEM Rule 1737D(1) or 2521D(1), we hereby confirm that, in relation to the class of shares as set out above, as at the close of the month:✔ the applicable public float requirement (see below) has been complied withthe applicable public float requirement (see below) has not been complied withThe applicable minimum public float requirement for the class of shares as set out above pursuant to Main Board Rule 1332B or 19A28B / GEM Rule 1737B or 2521B (as the case may be) is: Applicable public float threshold Initial Prescribed Threshold - the minimum percentage of public float prescribed at the time of listing (please specify the percentage in "Minimum prescribed public float at the time of listing" below)Minimum prescribed public float at the time of listing Percentage: 1837% of the total number of issued shares in the class to which the listed shares belong (excluding treasury shares)Additional information2 Class of shares Ordinary shares Type of shares Other type(specify in description) Listed on the Exchange (Note 1) NoStock code (if listed) - Description Domestic Unlisted SharesNumber of issued shares (excluding treasury shares) Number of treasury shares Total number of issued sharesBalance at close of preceding month 11,561,445,000 0 11,561,445,000Increase / decrease (-)Balance at close of the month 11,561,445,000 0 11,561,445,000Page 2 of 10 v 121FF301III Details of Movements in Issued Shares and/or Treasury Shares(A) Share Options (under Share Option Schemes of the Issuer) Not applicablePage 3 of 10 v 121FF301(B) Warrants to Issue Shares of the Issuer Not applicablePage 4 of 10 v 121FF301(C) Convertibles (ie Convertible into Shares of the Issuer) Not applicablePage 5 of 10 v 121FF301(D) Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes) Not applicablePage 6 of 10 v 121FF301(E) Other Movements in Issued Shares and/or Treasury Shares Not applicablePage 7 of 10 v 121FF301IV Information about Hong Kong Depositary Receipt (HDR) Not applicablePage 8 of 10 v 121FF301V Confirmations Not applicableSubmitted by: WANG JinhongTitle: Chairman(Director, Secretary or other Duly Authorised Officer)Page 9 of 10 v 121FF301Notes1 The Exchange refers to The Stock Exchange of Hong Kong Limited2 In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), "date of event" should be construed as "cancellation date"In the case of repurchase of shares (shares held as treasury shares), "date of event" should be construed as "date on which shares were repurchased and held by the issuer in treasury"3 The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet cancelled) Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative number4 "Initial Prescribed Threshold”, "Alternative Threshold” and "market value" have the meanings ascribed thereto under Main Board Rule 1332A or 19A28A / GEM Rule 1737A or 2521A See also Main Board Rule 1332D(4) or 19A28D(4) / GEM Rule 1737D(4) or 2521D(4) on the basis of the public float disclosure5 Items (i) to (viii) are suggested forms of confirmation The listed issuer may amend the item(s) that is/are not applicable to meet individual cases Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 1325A / GEM Rule 1727A in relation to the securities issued, or the treasury shares sold or transferred, no further confirmation is required to be made in this return6 “Identical” means in this context:． the securities are of the same nominal value with the same amount called up or paid up;． they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and． they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respectsPage 10 of 10 v 121
ISSUER FOR SECURITIES ON MOVEMENTS
2026-06-04 11:15:56
Announcements & Notices
ANNOUNCEMENT ON COMPLETION OF ISSUE OF TIER 2 CAPITAL BONDS
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcementCHINA BOHAI BANK CO, LTD渤海銀行股份有限公司(A joint stock company incorporated in the People’s Republic of China with limited liability)(Stock Code: 9668)ANNOUNCEMENT ON COMPLETION OF ISSUE OF TIER 2 CAPITAL BONDSThe board of directors (the “Board”) of CHINA BOHAI BANK CO, LTD (the “Bank”) is pleased to announce that, as considered and approved at the 2024 first extraordinary general meeting of the Bank and approved by the National Financial Regulatory Administration and the People’s Bank of China, the Bank issued the “CHINA BOHAI BANK CO, LTD 2026 Tier 2 Capital Bonds” (the “Bonds”) in China national inter-bank bond market The bookkeeping of the Bonds was filed on May 19, 2026, the issue of the Bonds was completed on May 21, 2026 and the Bonds have accrued interest with effect from May 21, 2026The total issue size of the Bonds is RMB9 billion The Bonds are ten-year fixed rate bonds with a right allowing issuer to redeem subject to conditions precedent at the end of the 5th year and a coupon rate of 210%The proceeds from the issue of the Bonds after deducting expenses for the issuance will be entirely used to replenish the Bank’s tier 2 capitalBy order of the BoardCHINA BOHAI BANK CO, LTDWANG JinhongChairmanTianjin, ChinaMay 21, 2026As of the date of this announcement, the Board of the Bank comprises Mr WANG Jinhong and Mr QU Hongzhi as executive directors; Mr AU Siu Luen, Ms YUAN Wei, Ms CUI Hongqin, Mr HU Aimin and Mr ZHANG Yunji as non-executive directors; and Mr TSE Yat Hong, Mr SHUM Siu Hung Patrick, Ms WANG Aijian, Mr LIU Junmin, Mr LIU Lanbiao and Mr OUYANG Yong as independent non-executive directors
OF ISSUE COMPLETION TIER CAPITAL
2026-05-21 18:48:38
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Announcements & Notices
PROXY FORM FOR THE 2025 ANNUAL GENERAL MEETING
CHINA BOHAI BANK CO, LTD渤海銀行股份有限公司(A joint stock company incorporated in the People’s Republic of China with limited liability)(Stock Code: 9668)PROXY FORM FOR THE 2025 ANNUAL GENERAL MEETINGI/We(Note 1)of (address)(Note 2)being the holder(s) of Domestic Unlisted Share(s)/H Share(s)(Note 3) of CHINA BOHAI BANK CO, LTD(the “Bank”), hereby appoint(Note 4) the Chairman of the AGM, orof (address)as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting (“AGM”) to be held at 2:00 pm on Wednesday,June 17, 2026 at Meeting Room 6702, China Bohai Bank Tower, 218 Haihe East Road, Hedong District, Tianjin, China as indicated hereunderin respect of the resolutions set out in the notice of the AGM In the absence of any indication, the proxy may vote at his/her own discretion Unlessotherwise indicated, the terms used in this form has the same meanings as those defined in the circular of the Bank dated May 21, 2026ORDINARY RESOLUTIONS(Note 5) For(Note 6) Against(Note 6) Abstain(Note 6)1 Report of the Board of Directors for 2025 of CHINA BOHAI BANK CO,LTD2 Profit Distribution Plan for 2025 of CHINA BOHAI BANK CO, LTD3 Financial Budget Report for 2026 of CHINA BOHAI BANK CO, LTD4 Re-appointment of External Auditors for 20265 Loan Reduction and Exemption Authorization Plan6 Remuneration for 2024 of ChairmanDate: , 2026 Signature(s)(Note 7):Notes:1 Please insert your full name(s) (in Chinese or English) as shown in the share register of the Bank in BLOCK LETTERS2 Please insert your address(es) as shown in the share register of the Bank in BLOCK LETTERS3 Please insert the number of shares registered in your name(s) relating to this form of proxy Please also strike out the irrelevant type of shares (DomesticUnlisted Shares/H Shares) If no number is inserted, this form of proxy will be deemed to relate to all the Shares in the Bank registered in your name(s)4 If any proxy other than the Chairman of the AGM of the Bank is preferred, please cross out the words “the Chairman of the AGM, or” and insert the name(s)and address(es) of the proxy(ies) desired in the spaces provided A Shareholder that has the right to attend and vote in the AGM may appoint one or more proxies(who need not be a Shareholder of the Bank) to attend and vote on his/her behalf Any joint Shareholder may sign this form of proxy If there are more thanone joint Shareholder present in person or by proxy, the vote of the senior joint Shareholder who tenders a vote, whether in person or by proxy, shall be acceptedto the exclusion of the votes of the other joint Shareholder(s) For this purpose, seniority of the Shareholders will be determined by the order in which the namesof the joint Shareholders of the relevant shares stand in the share register5 Ordinary resolutions shall be approved by a simple majority of voting rights held by the Shareholders (including their proxies) attending the Shareholders’general meeting Special resolutions shall be approved by no less than two-thirds of voting rights held by the Shareholders (including their proxies) attendingthe Shareholders’ general meeting6 Important: If you wish to vote for any resolution, place a “” in the box marked “For” If you wish to vote against any resolution, place a “” in the box marked“Against” If you wish to abstain from voting on any resolution, place a “” in the box marked “Abstain” The votes shall be counted into abstention duringthe process of enumeration for the resolution(s) concerned if the voter has voted for abstention or has given up the right to vote Failure to give any instructionwill entitle your proxy to vote on your behalf at his/her discretion Any alteration made to this form of proxy must be signed by the signatory7 A Shareholder shall appoint a proxy in writing under the hand of the appointor or his/her attorney duly authorized in writing, or either under seal or under thehand of its director or attorney duly authorized if the appointor is a legal entity If this form of proxy is signed by a person authorized by the appointor, thepowers of attorney or other instruments of authorization shall be notarised8 If you intend to appoint a proxy to attend the AGM, you are required to complete and return the accompanying proxy form in accordance with the instructionsprinted thereon (together with a notarially certified copy of the power of attorney or other authority (if any) if this form of proxy is signed by a person on behalfof the appointor) For holders of H Shares, the proxy form should be returned to Computershare Hong Kong Investor Services Limited at 17M Floor, HopewellCentre, 183 Queen’s Road East, Wanchai, Hong Kong For holders of Domestic Unlisted Shares, this form of proxy should be returned to the office of the boardof directors of the Bank at 218 Haihe East Road, Hedong District, Tianjin, China, Postcode: 300012; and in any event, not later than 24 hours before the timeappointed for holding the AGM or any adjournment thereof Completion and return of the proxy form will not preclude you from attending and voting in personat the AGM or any adjournment thereof should you so wish and, in such event, the proxy form shall be deemed to have been revokedPERSONAL INFORMATION COLLECTION STATEMENTYour supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment ofa proxy (or proxies) and your voting instructions for the meeting of the Bank (the “Purposes”) We may transfer your and your proxy’s (or proxies’) name(s) andaddress(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with thePurposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information Yourand your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes Request for access to and/or correctionof the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing bymail to the Bank/Computershare Hong Kong Investor Services Limited at the above addresses
ANNUAL FOR THE GENERAL FORM
2026-05-21 18:48:08
Announcements & Notices
NOTICE OF 2025 ANNUAL GENERAL MEETING
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibilityfor the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim anyliability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contentsof this noticeCHINA BOHAI BANK CO, LTD渤海銀行股份有限公司(A joint stock company incorporated in the People’s Republic of China with limited liability)(Stock Code: 9668)NOTICE OF 2025 ANNUAL GENERAL MEETINGNOTICE IS HEREBY GIVEN that the 2025 annual general meeting of CHINA BOHAIBANK CO, LTD (the “Bank”) (the “2025 AGM”) will be held at Meeting Room 6702, ChinaBohai Bank Tower, 218 Haihe East Road, Hedong District, Tianjin, China at 2:00 pm onWednesday, June 17, 2026 for the purpose of considering, and if thought fit, passing thefollowing resolutions:ORDINARY RESOLUTIONS1 Report of the Board of Directors for 2025 of CHINA BOHAI BANK CO, LTD2 Profit Distribution Plan for 2025 of CHINA BOHAI BANK CO, LTD3 Financial Budget Report for 2026 of CHINA BOHAI BANK CO, LTD4 Re-appointment of External Auditors for 20265 Loan Reduction and Exemption Authorization Plan6 Remuneration for 2024 of ChairmanThe detailed resolutions mentioned above are set out in the Bank’s circular dated May 21,2026 in respect of convening the 2025 AGMThe following reports will also be listened to at the 2025 AGM by way of written reports:2025 Special Report on Related Party Transactions of CHINA BOHAI BANK CO, LTD2025 Assessment Report on the Performance of Duties of the Board of Directors, SeniorManagement and their Members issued by the Audit and Consumer Rights ProtectionCommittee of the Board of CHINA BOHAI BANK CO, LTDReport on Purchase of Directors’ Liability Insurance of CHINA BOHAI BANK CO,LTDBy order of the BoardCHINA BOHAI BANK CO, LTDWANG JinhongChairmanMay 21, 2026– 1 –As of the date of this notice, the Board comprises Mr WANG Jinhong and Mr QUHongzhi as executive directors; Mr AU Siu Luen, Ms YUAN Wei, Ms CUI Hongqin, Mr HUAimin and Mr ZHANG Yunji as non-executive directors; and Mr TSE Yat Hong, Mr SHUM SiuHung Patrick, Ms WANG Aijian, Mr LIU Junmin, Mr LIU Lanbiao and Mr OUYANG Yongas independent non-executive directorsNotes:1 According to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited,the voting of resolutions contained in the notice of 2025 AGM will be taken by poll2 In order to determine the Shareholders who are entitled to attend the 2025 AGM, the register of members ofthe Bank will be closed from Thursday, May 28, 2026 to Wednesday, June 17, 2026 (both days inclusive) Therecord date for determining the Shareholders’ eligibility to attend and vote at the 2025 AGM is Wednesday,June 17, 2026 In order to attend and vote at the 2025 AGM, holders of H Shares of the Bank whose transferdocuments have not been registered shall lodge all transfer documents together with the relevant sharecertificates with the Bank’s H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration by nolater than 4:30 pm on Wednesday, May 27, 20263 Shareholders who are entitled to attend and vote at the meeting may appoint one or more proxies to attend andvote on their behalf A proxy need not be a shareholder of the Bank4 A shareholder shall entrust the proxy in writing The written power of attorney shall be signed by the principalor by the proxy entrusted thereby in writing; if the principal is a legal person or other institution, the powerof attorney shall be signed under the seal of the legal person or under the hand of its legal representative orother representative duly authorized5 If you intend to appoint a proxy to attend the 2025 AGM, you are required to complete and return theaccompanying proxy form in accordance with the instructions printed thereon For holders of H Shares, theproxy form (together with a notarially certified copy of the power of attorney or other authority (if any) if thisform of proxy is signed by a person on behalf of the appointor) should be returned to Computershare HongKong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, HongKong For holders of Domestic Unlisted Shares, the above document(s) should be returned to the office of theBoard of Directors of the Bank at 218 Haihe East Road, Hedong District, Tianjin, China, Postal Code: 300012;and in any event, not later than 24 hours before the time appointed for holding the 2025 AGM or anyadjournment thereof Completion and return of the proxy form will not preclude you from attending and votingin person at the 2025 AGM or any adjournment thereof should you so wish and, in such event, the proxy formshall be deemed to have been revoked6 The meeting is expected to last for no more than half a day Shareholders who attend the meeting in personor by proxy shall bear their own traveling, dining and accommodation expenses Shareholders or their proxiesshall produce their identity documents when attending the meeting– 2 –
ANNUAL OF MEETING GENERAL NOTICE
2026-05-21 18:47:47
Announcements & Notices
CIRCULAR FOR THE 2025 ANNUAL GENERAL MEETING
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTIONIf you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult yourstockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or otherprofessional adviserIf you have sold or transferred all your Shares in CHINA BOHAI BANK CO, LTD, you should at once hand thiscircular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transferwas effected for transmission to the purchaser or the transfereeHong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibilitiesfor the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim anyliability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contentsof this circularCHINA BOHAI BANK CO, LTD渤海銀行股份有限公司(A joint stock company incorporated in the People’s Republic of China with limited liability)(Stock Code: 9668)REPORT OF THE BOARD OF DIRECTORS FOR 2025PROFIT DISTRIBUTION PLAN FOR 2025FINANCIAL BUDGET REPORT FOR 2026RE-APPOINTMENT OF EXTERNAL AUDITORS FOR 2026LOAN REDUCTION AND EXEMPTION AUTHORIZATION PLANREMUNERATION FOR 2024 OF CHAIRMANANDNOTICE OF 2025 ANNUAL GENERAL MEETINGThe Bank will convene the 2025 AGM at 2:00 pm on Wednesday, June 17, 2026 at Meeting Room 6702, China BohaiBank Tower, 218 Haihe East Road, Hedong District, Tianjin, China Notice of the 2025 AGM is set out in this circularand is also published on the website of The Hong Kong Exchanges and Clearing Limited (wwwhkexnewshk) andthe website of the Bank (wwwcbhbcomcn)If you intend to appoint a proxy to attend the 2025 AGM, you are required to complete and return the accompanyingproxy form in accordance with the instructions printed thereon For holders of H Shares, the proxy form should bereturned to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s RoadEast, Wanchai, Hong Kong For holders of Domestic Unlisted Shares, the proxy form should be returned to the officeof the Board of the Bank at 218 Haihe East Road, Hedong District, Tianjin, China, Postal Code: 300012; and in anyevent, not later than 24 hours before the time appointed for holding the 2025 AGM or any adjournment thereofCompletion and return of the proxy form will not preclude you from attending and voting in person at the 2025 AGMor any adjournment thereof should you so wish and, in such event, the proxy form shall be deemed to have beenrevokedThis circular is prepared in both Chinese and English In case of any discrepancies between the Chinese and Englishversions, the Chinese version shall prevailMay 21, 2026CONTENTSPageDEFINITIONS 1LETTER FROM THE BOARD 3INTRODUCTION 3REPORT OF THE BOARD OF DIRECTORS FOR 2025 4PROFIT DISTRIBUTION PLAN FOR 2025 4FINANCIAL BUDGET REPORT FOR 2026 4RE-APPOINTMENT OF EXTERNAL AUDITORS FOR 2026 5LOAN REDUCTION AND EXEMPTION AUTHORIZATION PLAN 6REMUNERATION FOR 2024 OF CHAIRMAN 8MATTERS TO BE LISTENED TO AT THE 2025 AGM 82025 AGM 8CLOSURE OF REGISTER OF MEMBERS 9VOTING METHOD OF 2025 AGM 9RECOMMENDATION 9WRITTEN REPORTS OF MATTERS TO BE LISTENED TO 10NOTICE OF 2025 ANNUAL GENERAL MEETING 37– i –DEFINITIONSIn this circular, unless the context otherwise requires, the following terms shall have thefollowing meanings:“2025 AGM” the 2025 annual general meeting of the Bank to be heldat Meeting Room 6702, China Bohai Bank Tower, 218Haihe East Road, Hedong District, Tianjin, China at 2:00pm on Wednesday, June 17, 2026“Articles of Association” the Articles of Association of CHINA BOHAI BANKCO, LTD (as amended, supplemented or otherwisemodified from time to time)“Bank” or “our Bank” CHINA BOHAI BANK CO, LTD (渤海銀行股份有限公司)“Board” or “Board of Directors” the Board of Directors of the Bank“Director(s)” the director(s) of the Bank“Domestic Unlisted the holder(s) of Domestic Unlisted Share(s)Shareholder(s)”“Domestic Unlisted Share(s)” the non-H Share(s) issued by the Bank which are notlisted on or quoted and traded at any domestic tradingvenue“Group” the Bank and its subsidiary“H Shareholder(s)” the holder(s) of H Shares“H Share(s)” the overseas listed foreign share(s) issued by the Bankwith a nominal value of RMB100 each, which aresubscribed for and traded in Hong Kong Dollars andlisted and traded on the Hong Kong Stock Exchange“HK$” or “HKD” or Hong Kong dollars, the lawful currency of Hong Kong“Hong Kong dollars”“Hong Kong” the Hong Kong Special Administrative Region of thePRC“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited– 1 –DEFINITIONS“Independent Non-executive the independent non-executive Director(s) of the BankDirector(s)” or “IndependentDirector(s)”“Listing Rules” the Rules Governing the Listing of Securities on TheStock Exchange of Hong Kong Limited“PRC” the People’s Republic of China“Reporting Period” the year ended December 31, 2025“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC“Shareholder(s)” the holder(s) of the Shares“Share(s)” the Domestic Unlisted Share(s) and H Share(s)“US$” United States dollar(s), the lawful currency of the UnitedStates“%” percent– 2 –LETTER FROM THE BOARDCHINA BOHAI BANK CO, LTD渤海銀行股份有限公司(A joint stock company incorporated in the People’s Republic of China with limited liability)(Stock Code: 9668)Executive Directors: Registered Address and Office Address:Mr WANG Jinhong (Chairman) 218 Haihe East RoadMr QU Hongzhi Hedong DistrictTianjinNon-executive Directors: PRCMr AU Siu Luen (Vice Chairman)Ms YUAN Wei Principal Place of Business in Hong Kong:Ms CUI Hongqin Suites 1201-1209 and 1215-1216Mr HU Aimin 12/F, Two International Finance CentreMr ZHANG Yunji CentralHong KongIndependent Non-executive Directors:Mr TSE Yat HongMr SHUM Siu Hung PatrickMs WANG AijianMr LIU JunminMr LIU LanbiaoMr OUYANG YongTo the ShareholdersDear Sir/Madam,REPORT OF THE BOARD OF DIRECTORS FOR 2025PROFIT DISTRIBUTION PLAN FOR 2025FINANCIAL BUDGET REPORT FOR 2026RE-APPOINTMENT OF EXTERNAL AUDITORS FOR 2026LOAN REDUCTION AND EXEMPTION AUTHORIZATION PLANREMUNERATION FOR 2024 OF CHAIRMANANDNOTICE OF 2025 ANNUAL GENERAL MEETINGINTRODUCTIONThe purpose of this circular is to provide you with the notice of the 2025 AGM and toprovide you with all the reasonable and necessary information The following matters will beproposed as ordinary resolutions to Shareholders’ general meeting at the 2025 AGM forconsideration: (1) Report of the Board of Directors for 2025; (2) Profit Distribution Plan for– 3 –LETTER FROM THE BOARD2025; (3) Financial Budget Report for 2026; (4) Re-appointment of External Auditors for 2026;(5) Loan Reduction and Exemption Authorization Plan; and (6) Remuneration for 2024 ofChairman Furthermore, this circular also includes written reports of matters to be listened toat the 2025 AGMREPORT OF THE BOARD OF DIRECTORS FOR 2025For the Report of the Board of Directors for 2025 of CHINA BOHAI BANK CO, LTD,please refer to the section “Report of the Board of Directors” of the Bank’s 2025 AnnualReportPROFIT DISTRIBUTION PLAN FOR 2025The Board of the Bank proposes to distribute profits for 2025 in the following order:1 The Bank will appropriate statutory surplus reserve based on 10% of the net profitof the Bank amounting to RMB527651 million;2 The Bank will appropriate general (risk) reserve amounting to RMB610004 million;3 The Bank will not appropriate discretionary surplus reserve for 2025;4 The Bank will not distribute dividends for 2025;5 The Bank will not transfer any reserve funds to increase its share capital for 2025FINANCIAL BUDGET REPORT FOR 2026Based on a comprehensive analysis of the economic situation at home and abroad, as wellas changes in regulatory policies in 2026, the Bank has prepared the financial budget report for2026 by taking into account the initiative, orientation and feasibility of the budgetIn 2026, the external economic environment will be complex and ever-changing, withuncertainties increasing significantly The banking industry will continue to face pressure fromsupporting the real economy and risk prevention and control, and efficiency of operations willcontinue to face great challenges in the short term Firstly, the banking industry will continueto face downward pressure on net interest rate spreads On one hand, support for the realeconomy will continue to deepen The current recovery of the domestic macro economyremains uncertain, the momentum of economic growth is still shifting, enterprises’ willingnessto invest and expand production and residents’ willingness to increase leverage forconsumption remain weak, effective demand for credit in the real economy is insufficient, andthe room for traditional credit extension is limited Supporting the real economy remains themain direction of financial policies On the other hand, industry competition is becomingincreasingly intense Large state-owned banks continue to penetrate into lower-tier markets,and various types of banks compete fiercely for core customers and quality projects Assetpricing continues to decline, coupled with rigid deposit costs, and under the combined impact,– 4 –LETTER FROM THE BOARDthe net interest rate spreads of the banking industry remain at a low level Secondly, the overallrisk prevention and control situation remains relatively severe The real estate market remainssluggish, and the value of collaterals continues to decline, with no reduction in risk pressureon corporate real estate loans Residents’ debt repayment capacity has weakened, risk exposurein the retail credit sector has intensified, and overdue ratios of mortgage loans, personalbusiness loans, credit cards and other businesses continue to rise The resolution of localgovernment debts has entered a critical stage, and risks relating to loans to financing platformsand hidden debt-related businesses still need to be continuously mitigated Cash flows of small,medium and micro enterprises are under pressure due to the macro environment, and inclusivefinance businesses are exposed to the risk of increasing non-performing exposure Thirdly,external market volatility has increased, posing challenges to banks’ non-interest incomemanagement The staged bull market in the bond market has ended and shifted to arange-bound fluctuation pattern In 2025, the yield of 10-year treasury bonds fluctuatedbetween 160% and 190%, and basically remained at a high level after the fourth quarter,making profit strategies and operations more difficult Fluctuations in the stock market causedvaluation gains and losses from banks’ passively held debt-to-equity swap businesses toalternate between gains and losses Geopolitical issues, coupled with disruptions frommonetary policies, led to sharp fluctuations in precious metals, commodities and other marketsTherefore, the external market conditions in 2026 will pose significant tests to banks’ assetallocation and risk management capabilities, and growth in non-interest income will facepressure from multiple uncertaintiesIn 2026, the Group will continue to improve the level of refined management and furtheroptimize the allocation of financial resources It is expected that, in 2026, the Group willrecord business and administrative fee of RMB10,393328 millionIn 2026, on the basis of ensuring the orderly conduct of daily operations and branchesconstruction, adhering to the principle of “cost reduction and efficiency enhancement”, basedon the implementation of budget plan for fixed assets in prior years, the Group will prepare itsbudget plan on the basis of the 2026 Fixed Asset Acquisition Plan of Headquarters, Branchesand Wealth Management Subsidiary In 2026, the Bank plans to invest RMB48375 million infixed assets (including construction in progress)The Group applies for RMB14 billion for write-off loss budget for 2026 in total, and isallowed to adjust among non-performing asset transfer, write-off of doubtful debts, bankruptcyreorganization and reduction and exemption of loans according to the actual situationRE-APPOINTMENT OF EXTERNAL AUDITORS FOR 2026The Board proposes to re-appoint Deloitte Touche Tohmatsu Certified Public AccountantsLLP and Deloitte Touche Tohmatsu as the respective domestic and overseas auditors of theBank for the year of 2026 The term of engagement shall commence upon the conclusion of the2025 AGM until the conclusion of the 2026 annual general meeting of the Bank The total auditfee shall be RMB653 million, which is determined based on the complexity and business plansof the Group’s business, the expected audit scope, audit timetable and audit resources– 5 –LETTER FROM THE BOARDLOAN REDUCTION AND EXEMPTION AUTHORIZATION PLANI Original Authorization ArrangementAs considered and approved successively at the 30th meeting of the fifth session of theBoard of Directors of the Bank and the 2021 annual general meeting, the authorization plan forloan reduction and exemption currently implemented by the Bank is as follows:(I) The Board is authorized to approve the loan reduction and exemption in full amount(II) If the sum of the loan principal and interest (including penalty interest) of a singleborrower exceeds RMB100 million, the plan for loan reduction and exemption shallbe subject to the approval of the Board(III) If the sum of the loan principal and interest (including penalty interest) of a singleborrower does not exceed RMB100 million (inclusive), the Board shall delegate theauthorization to the senior management to approve the plan for loan reduction andexemption(IV) The Risk Control Committee of the Head Office and its Non-Performing AssetDisposal Committee are responsible for managing the loan reduction and exemptionwork within the authorization on behalf of the senior management(V) The senior management shall report to the Board within 10 working days after theloan reduction and exemption is completed(VI) This authorization shall take effect from the date of consideration and approval bythe Shareholders’ general meeting until the term of the fifth session of the BoardexpiresII Background of the AdjustmentFirstly, the original authorization has expired, and a new authorization is required Theauthorization period stipulated in the original authorization plan is: “from the date ofconsideration and approval by the Shareholders’ general meeting until the term of the fifthsession of the Board expires” The term of office of the fifth session of the Board of Directorsof the Bank has expired and the re-election has been completed The Bank proposes to applyto the Shareholders’ general meeting for a new authorizationSecondly, the approval hierarchy shall be further refined The Working Rules of theNon-performing Asset Disposal Committee of CHINA BOHAI BANK revised and issued bythe Bank in 2024 further regulated the approval procedures for disposal of non-performingassets: “The Non-performing Asset Disposal Committee shall perform its duties of approvingloan principal and interest reduction and exemption projects within the scope of authorizationFor significant matters involving the reduction or exemption of principal and interest for a– 6 –LETTER FROM THE BOARDsingle borrower with an aggregate amount exceeding RMB20 million, after consideration at themeeting, such matters shall be submitted successively to the President Office Meeting of theHead Office and the Party Committee Meeting of the Head Office for consideration” Theauthorization plan applied for this time is consistent with the above refined proceduresIII The Authorization PlanPursuant to the Table of Powers and Responsibilities of Corporate Governance Bodies“1+3” of CHINA BOHAI BANK CO, LTD (2025 Revision) and the Working Rules of theNon-performing Asset Disposal Committee of CHINA BOHAI BANK (2024 Revision), it isproposed that the authorization plan for loan reduction and exemption be adjusted as follows:(I) The Shareholders’ general meeting authorizes the Board to approve the loanreduction and exemption in full amount(II) If the sum of the loan principal and interest (including penalty interest) of a singleborrower exceeds RMB100 million, loan reduction and exemption shall be proposedby the President Office Meeting, subject to prior study and consideration by theParty Committee Meeting, and approved by the Board(III) If the sum of the loan principal and interest (including penalty interest) of a singleborrower does not exceed RMB100 million (inclusive), the Board shall delegate theauthorization to the senior management to approve the loan reduction andexemption(IV) If the sum of the loan principal and interest (including penalty interest) of a singleborrower does not exceed RMB20 million (inclusive), the Non-performing AssetDisposal Committee shall be responsible for approving the loan reduction andexemption on behalf of the senior management For significant matters involving theloan reduction and exemption of the sum of the loan principal and interest (includingpenalty interest) of a single borrower in an amount between RMB20 million(exclusive) and RMB100 million (inclusive), after consideration by the Non-performing Asset Disposal Committee, such matters shall be submitted to the highercompetent authority for approval in accordance with the regulations(V) The senior management shall report to the Board within 10 working days after theloan reduction and exemption is completed(VI) This authorization shall take effect from the date of consideration and approval bythe Shareholders’ general meeting until the term of office of the sixth session of theBoard of Directors expires– 7 –LETTER FROM THE BOARDREMUNERATION FOR 2024 OF CHAIRMANThe remuneration of Chairman of the Bank for 2024 is as follows:Unit: RMBContribution bythe employer tosocial insurance,housing fund,annuity andAnnual supplementaryAnnual performance- medicalName basic salary based salary Sub-total insuranceWANG Jinhong 244,000 390,500 634,500 337,69147Note: The data in the above table includes the data disclosed in the 2024 annual report of the BankMATTERS TO BE LISTENED TO AT THE 2025 AGMThe following reports (written reports) will also be listened to at the 2025 AGM:2025 Special Report on Related Party Transactions of CHINA BOHAI BANK CO, LTD2025 Assessment Report on the Performance of Duties of the Board of Directors, SeniorManagement and their Members issued by the Audit and Consumer Rights ProtectionCommittee of the Board of CHINA BOHAI BANK CO, LTDReport on Purchase of Directors’ Liability Insurance of CHINA BOHAI BANK CO,LTD2025 AGMThe Bank will convene the 2025 AGM at 2:00 pm on Wednesday, June 17, 2026 atMeeting Room 6702, China Bohai Bank Tower, 218 Haihe East Road, Hedong District, Tianjin,China Notice of the 2025 AGM is set out on pages 37 to 38 of this circularIf you intend to appoint a proxy to attend the 2025 AGM, you are required to completeand return the accompanying proxy form in accordance with the instructions printed thereonFor holders of H Shares, the proxy form should be returned to Computershare Hong KongInvestor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai,Hong Kong For holders of Domestic Unlisted Shares, the proxy form should be returned to theoffice of the Board of the Bank at 218 Haihe East Road, Hedong District, Tianjin, China, PostalCode: 300012; and in any event, not later than 24 hours before the time appointed for holding– 8 –LETTER FROM THE BOARDthe 2025 AGM or any adjournment thereof Completion and return of the proxy form will notpreclude you from attending and voting in person at the 2025 AGM or any adjournment thereofshould you so wish and, in such event, the proxy form shall be deemed to have been revokedCLOSURE OF REGISTER OF MEMBERSIn order to determine the Shareholders who are entitled to attend the 2025 AGM, theregister of members of the Bank will be closed from Thursday, May 28, 2026 to Wednesday,June 17, 2026 (both days inclusive) The record date for determining the Shareholders’eligibility to attend and vote at the 2025 AGM is Wednesday, June 17, 2026 In order to attendand vote at the 2025 AGM, holders of H Shares of the Bank whose transfer documents havenot been registered shall lodge all transfer documents together with the relevant sharecertificates with the Bank’s H Share registrar, Computershare Hong Kong Investor ServicesLimited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai,Hong Kong for registration by no later than 4:30 pm on Wednesday, May 27, 2026VOTING METHOD OF 2025 AGMAccording to the Listing Rules, the voting of resolutions at the 2025 AGM will be takenby poll The relevant poll results will be published on the website of The Hong KongExchanges and Clearing Limited at wwwhkexnewshk and the Bank’s website atwwwcbhbcomcnPlease be advised that in accordance with Article 68 of the Articles of Association, if aShareholder pledges 50% or more of his/her equity in the Bank, the voting rights of suchShareholder at the Shareholders’ general meetings and of director(s) despatched by suchShareholder at Board meetings shall be subject to restriction If the Bank’s major shareholderspledge more than 50% of their equity in the Bank, the major shareholders and their nominateddirectors shall not exercise their voting rights at the Shareholders’ general meetings and BoardmeetingsRECOMMENDATIONThe Board is of the opinion that the above resolutions proposed are in the interests of theBank and the Shareholders as a whole Thus, the Board recommends that the Shareholdersshould vote in favor of all the relevant resolutions proposed at the 2025 AGMYours faithfully,By order of the BoardCHINA BOHAI BANK CO, LTDWANG JinhongChairmanTianjin, ChinaMay 21, 2026– 9 –WRITTEN REPORTS OF MATTERS TO BE LISTENED TO2025 SPECIAL REPORT ON RELATED PARTY TRANSACTIONS OF CHINA BOHAIBANK CO, LTDPursuant to the requirements of the Administrative Measures for Related PartyTransactions of Banking and Insurance Institutions, the Information Reporting Policy ofCHINA BOHAI BANK CO, LTD and the Measures for Related Party TransactionManagement of CHINA BOHAI BANK CO, LTD, the Bank’s 2025 report on overall relatedparty transactions was issued as follows:I Related PartiesDuring the Reporting Period, the Bank had implemented the model of classification andidentification of related parties and unified management in accordance with the regulatoryrequirements of the National Financial Regulatory Administration, the Stock Exchange and theMinistry of Finance, dynamically updated and maintained the list of related parties bycollecting information from substantial Shareholders, reporting information by insiders andproactive identification of related relationships in the course of daily business operation, andreported to the related party transaction supervision system as requiredAs at the end of the Reporting Period, the Bank had 4,240 related legal persons,representing an increase of 636 as compared with the end of 2024; and 2,568 related naturalpersons, representing a decrease of 48 as compared with the end of 2024 Related legal personsincluded 4,107 legal persons formed due to the relationship of substantial Shareholders, 130related legal persons formed due to the relationship of related natural persons, and 3 relatedlegal persons being controlled or significantly influenced by the BankII Related Party Transactions(I) Related party transactions of credit extension business in 2025During the Reporting Period, pursuant to the regulatory and internal policies, theBank reviewed 76 related party transactions of credit extension business Among which,4 material related party transactions were submitted to the Board of Directors forapproval upon review by the Related Party Transactions Control Committee under theBoard of Directors, and reported to regulatory authorities and disclosed as required; 72general related party transactions were reviewed in accordance with the Bank’s internalmanagement systems and authorization procedures, filed with the Related PartyTransactions Control Committee under the Board of Directors, and disclosed as requiredOther credit extension business between the Bank and its related parties were exemptfrom review and disclosure in the manner of related party transactions– 10 –WRITTEN REPORTS OF MATTERS TO BE LISTENED TOAs at the end of the Reporting Period, the Bank’s net credit exposure to all relatedparties amounted to RMB19408 billion The relevance of a single customer, therelevance of a group customer and the total relevance of the Bank were 266%, 915% and1306% respectively, which were all in compliance with the regulatory requirements ofnot more than 10%, 15% and 50%(II) Related party transactions on asset transfer in 2025During the Reporting Period, the Bank considered 1 related party transaction onasset transfer, which was a general related party transaction The type of transaction wassale of forfaiting assets(III) Related party transactions on services in 2025During the Reporting Period, the Bank had no related party transactions on servicessubject to review and disclosure(IV) Related party transactions on deposits and others in 2025As at the end of the Reporting Period, the balance of deposits of the related partiesof the Bank was RMB2283 billion, including the balance of deposits of the relatednatural persons of RMB370 million and the balance of deposits of the related legalpersons of RMB2246 billionDuring the Reporting Period, the Bank considered 2 related party transactions ofother types Among which, 1 related party transaction involving the signing of a unifiedtransaction agreement was submitted to the Board of Directors for approval upon reviewby the Related Party Transactions Control Committee under the Board of Directors, andreported to regulatory authorities and disclosed as required The type of transaction wasfinancial product transaction; 1 transaction was a general related party transaction, andthe type of transaction was conversion of convertible corporate bonds into sharesIII Performance of Duties by the Board of Directors and its Related Party TransactionsControl Committee(I) The Board of Directors and its Related Party Transactions Control Committeeworked diligently and conscientiously and strictly controlled the approval ofrelated party transactionsThe Board of Directors of the Bank manages related party transactions pursuant toregulatory requirements and the Articles of Association of the Bank and assumes ultimateresponsibility The Related Party Transactions Control Committee is established under theBoard of Directors to perform duties in relation to the management, review and risk– 11 –WRITTEN REPORTS OF MATTERS TO BE LISTENED TOcontrol of related party transactions, report to the Board of Directors and be accountableto the Board of Directors The Related Party Transactions Control Committee under theBoard of Directors focuses on the compliance, fairness and necessity of related partytransactions(II) Convening of meetings and performance of duties1 During the Reporting Period, the Board of the Bank reviewed and approved 5resolutions in relation to material related party transactions, including 1 relatedparty transaction involving the signing of a unified transaction agreement Thedetails are as follows:Name ofNo related party Transaction Name of meeting Approval date1 Standard Chartered Financial product The 3rd meeting April 29, 2025Bank (China) transactions, with of the sixthLimited caps set based on session of thethe transaction Board ofamounts between Directors2025 and 2028, andan aggregate capamount ofRMB6472 billion2 Standard Chartered Interbank The 7th meeting July 25, 2025Bank (China) borrowing/deposit of the sixthLimited amount of RMB6 session of thebillion Board of3 Tianjin Bohai Short-term working DirectorsState-owned capital loans ofAssets RMB275 billionManagementCo, Ltd4 Tianjin TEDA Short-term working The 9th meeting September 25,Industrial Group capital loans of of the sixth 2025Co, Ltd RMB410 million session of theBoard ofDirectors5 Tianjin TEDA Short-term working The 11th meeting October 31,Industrial Group capital loans of of the sixth 2025Co, Ltd RMB400 million session of theBoard ofDirectors– 12 –WRITTEN REPORTS OF MATTERS TO BE LISTENED TO2 During the Reporting Period, the Related Party Transactions ControlCommittee under the Board of Directors of the Bank held 7 meetings andconsidered/listened to 9 resolutions The details are as follows:Issues for Results ofNo consideration Name of meeting Meeting time consideration1 Measures for Related The 33rd meeting of January 17, ConsideredParty Transaction the Related Party 2025 andManagement of Transactions approvedCHINA BOHAI Control CommitteeBANK CO, LTD of the fifth sessionof the Board ofDirectors2 2024 Special Report The 1st meeting of March 25, Consideredon Related Party the Related Party 2025 andTransactions of Transactions approvedCHINA BOHAI Control CommitteeBANK CO, LTD of the sixth sessionof the Board ofDirectors3 2024 annual report ofCHINA BOHAIBANK CO, LTD4 Related party The 2nd meeting of April 29, 2025 Consideredtransaction of the Related Party andfinancial product Transactions approvedtransactions of Control CommitteeStandard Chartered of the sixth sessionBank (China) of the Board ofLimited Directors5 Related party The 3rd meeting of July 24, 2025 Consideredtransactions of the Related Party andcredit business of Transactions approvedTianjin Bohai Control CommitteeState-owned Assets of the sixth sessionManagement Co, of the Board ofLtd Directors6 Related partytransactions ofcredit business ofStandard CharteredBank (China)Limited– 13 –WRITTEN REPORTS OF MATTERS TO BE LISTENED TOIssues for Results ofNo consideration Name of meeting Meeting time consideration7 Interim Report 2025 The 4th meeting of August 27, Consideredof CHINA BOHAI the Related Party 2025 andBANK CO, LTD Transactions approvedControl Committeeof the sixth sessionof the Board ofDirectors8 Related party The 5th meeting of September 24, Consideredtransactions of the Related Party 2025 andcredit business of Transactions approvedTianjin TEDA Control CommitteeIndustrial Group of the sixth sessionCo, Ltd of the Board ofDirectors9 Related party The 6th meeting of October 30, Consideredtransactions of the Related Party 2025 andcredit business of Transactions approvedTianjin TEDA Control CommitteeIndustrial Group of the sixth sessionCo, Ltd of the Board ofDirectors3 The aforesaid resolutions involving material related party transactions weresubject to review and approval by the Board of Directors, and all otherresolutions were reported to the Board of Directors The procedures forconvening the aforesaid meetings were in compliance with the Articles ofAssociation and other relevant internal regulations of the Bank The relatedDirectors abstained from voting, and the voting results were legal and validThe Directors strictly abided by the ordinary commercial terms and theprinciple of conforming to the overall interests of Shareholders, oversawrelated party transactions, worked diligently and conscientiously, deeplyunderstood and grasped the situation of related party transactions, paid greatattention to the compliance, fairness and necessity of the transactions, took theinitiative to express independent opinions, and effectively prevented the risksof related party transactions After the transactions were reviewed, approvedand actually conducted, the Bank promptly reported and disclosed them to theregulatory authorities– 14 –WRITTEN REPORTS OF MATTERS TO BE LISTENED TOIV Management of Related Party TransactionsDuring the Reporting Period, the Bank continued to strengthen the management of relatedparty transactions in the following aspects(I) Refining the implementation of policies and improving management systemsThe Bank continued to refine the implementation of policies, improve theinstitutional system for related party transactions, and successively issued regulatorydocuments such as the Measures for Related Party Transaction Management of CHINABOHAI BANK CO, LTD (2025 Revision) and the Work Rules for the AdministrationOffice of Related Party Transactions (Trial), thereby enhancing the standardized andrefined levels of management The Bank deepened compliance communication andimplementation, enhanced the understanding of the regulatory policies and requirementson related party transactions across the Bank, and promoted the implementation ofmanagement systems(II) Reviewing the scope of related insiders and improving the quality of the listAdhering to the principle of substance over form, the Bank reviewed and determinedthe scope of related insiders of the Bank, and issued the Notice on Clarifying the Scopeof Related Insiders of CHINA BOHAI BANK The Bank reviewed the list of relatedinsiders based on the scope, strengthened insider information sharing, conductedcross-verification with information in the human resources system, and improved thecompleteness and accuracy of the insider list(III) Accelerating technology empowerment and improving the quality and efficiency ofrelated party transaction statisticsIn accordance with regulatory requirements, the Bank promoted the improvement ofthe automatic collection function for related party transaction data, and facilitated thestandardization, agility and normalization of statistical reporting of related partytransactions In addition, the Bank reviewed and analyzed related party transaction datain daily statistical reporting, explored multi-channel data comparison and verificationmethods, improved the quality and efficiency of statistical reporting, and promoted morestandardized, scientific and efficient management of related party transactions– 15 –WRITTEN REPORTS OF MATTERS TO BE LISTENED TO2025 ASSESSMENT REPORT ON THE PERFORMANCE OF DUTIES OF THE BOARDOF DIRECTORS, SENIOR MANAGEMENT AND THEIR MEMBERS ISSUED BY THEAUDIT AND CONSUMER RIGHTS PROTECTION COMMITTEE OF THE BOARD OFDIRECTORS OF CHINA BOHAI BANK CO, LTDIn accordance with the Code of Corporate Governance of Banking and InsuranceInstitutions, Guidelines on the Work of the Board of Supervisors of Commercial Banks,Provisional Measures for the Evaluation of Performance of Duties by Directors andSupervisors of Banking and Insurance Institutions and the relevant provisions of the Articlesof Association of the Bank, in April 2026, the Audit and Consumer Rights ProtectionCommittee of the Board of Directors (hereinafter referred to as the “Audit and ConsumerRights Protection Committee of the Board”) organized the Audit Department to conduct anassessment on the performance of duties of the Board of Directors, the senior management andtheir members for 2025, and formed the assessment opinions on the performance of duties ofthe Board of Directors, the senior management and their members for 2025 The assessment onthe performance of duties was mainly based on issues considered and reports listened to by theBoard of Directors, particulars of Directors’ attendances at meetings, feedbacks of Directorsbefore meetings, particulars of speeches of Directors at meetings and voting on proposedresolutions, independent opinions of independent Directors, opinions and suggestions proposedby the Directors for the Bank during inter-session periods as well as Directors’ participation intraining, Directors’ evaluation and mutual evaluation of independent Directors for 2025, workreport of the senior management for 2025, completion of matters required by the 2025Shareholders’ general meeting, meetings of the Board of Directors and its special committeesby the senior management, debriefing report and completion of key performance indicators ofsenior management members for 2025, reports on relevant work in 2025, assessment resultsgiven by members of the Audit and Consumer Rights Protection Committee of the Boardregarding the performance of duties of senior management members for 2025, and regulatoryinformation for 2025 The report is hereby given as follows:I Assessment Opinions on the Performance of Duties of the Board of Directors for2025(I) Overall assessment opinionsIn 2025, the Board of Directors earnestly implemented the resolutions of theShareholders’ general meeting, supervised the performance of duties by the seniormanagement in a responsible manner, and performed its duties honestly and diligently inaccordance with laws and regulations, regulatory requirements and the relevantprovisions of the Articles of Association of the BankFirstly, the Bank promoted the optimization of the corporate governance system,completed the re-election of the Board of Directors in compliance with laws andregulations, studied and revised the Articles of Association, and promoted the completionof the reform of the Board of Supervisors– 16 –WRITTEN REPORTS OF MATTERS TO BE LISTENED TOSecondly, the Bank anchored its strategic development direction, actively promotedcapital replenishment, continuously improved the quality and efficiency of decision-making and execution supervision, and promoted the successful conclusion of the Fourth“Five-Year Plan”Thirdly, the Bank improved the management of related party transactions, strictlyexamined matters in relation to material related party transactions, considered and revisedrelevant systems, and optimized the review and approval mechanism for related partytransactionsFourthly, the Bank strengthened refined asset and liability management, reviewedreports on the management of consolidated statements, urged the strengthening ofliquidity risk management and control, and regularly reviewed stress testingFifthly, the Bank improved the risk control system, improved operational riskmanagement policies, promoted the accelerated disposal of distressed assets, andcontinued to strengthen guidance and supervision over audit workSixthly, the Bank promoted business operation in compliance with laws andregulations, considered anti-money laundering management and case preventionassessment, listened to assessment of employee conduct, and promoted the improvementof data governanceSeventhly, the Bank standardized information disclosure, actively fulfilled its socialresponsibilities, promoted the implementation of green finance and inclusive financepolicies, and urged the improvement of the quality and efficiency of consumer protectionwork(II) Matters of concernIn accordance with the relevant regulatory requirements and the actual operation andmanagement of the Bank, the Audit and Consumer Rights Protection Committee of theBoard reminded the Bank to pay attention to the following aspectsFirstly, the Bank should promote the improvement of Shareholder equitymanagement and the corporate governance structure, standardize the management ofperformance of duties by senior management personnel, and continuously strengthen theeffectiveness of corporate governanceSecondly, the Bank should accelerate capital replenishment, intensify the disposalof existing credit risks, and enhance liability quality and liquidity risk managementcapability– 17 –WRITTEN REPORTS OF MATTERS TO BE LISTENED TOThirdly, the Bank should further strengthen the management of related partytransactions, improve the identification of related parties and the level of information-based management, and strictly control risk transfer through related party transactionsFourthly, the Bank should make greater efforts to promote the rectification of issuesidentified in regulatory inspections, and supervise the senior management’s strictimplementation of regulatory requirements on consolidated management, employeeconduct management, stress testing, data governance and off-balance sheet business riskmanagementII Assessment Opinions on the Performance of Duties of Directors for 2025In 2025, all the Directors fulfilled their duty of loyalty, reported to the Bank in a timelymanner information about their part-time positions, related party relationships, acting-in-concert relationships and changes, complied with the relevant regulations on related partytransactions and recusal from performance of duties, fulfilled anti-money laundering andanti-terrorist financing obligations, and safeguarded the Bank’s interests No Director wasfound to have accepted improper benefits or taken advantage of their position as Directors forpersonal gain during their performance of duties, nor did they disclose commercial secretsrelated to the Bank, conceal problems that they discovered or engage in other acts in breachof duty of loyalty In terms of compliance in performing duties, all the Directors of the Bankattended meetings and discussed relevant matters and exercised their voting rights inaccordance with the law, paid continuous attention to the evaluation of the Bank by theregulatory authorities, external audits and investors, and proactively promoted theimplementation of rectification measures for the issues identified through regulatoryinspections The Audit and Consumer Rights Protection Committee of the Board is not awarethat any Director was imposed on administrative penalty or disciplinary action by theregulatory authorities due to issues with their performance of duties to the Bank(I) Executive DirectorsAll executive Directors abided by high standards of professional ethics, performedtheir duties independently and helped the Bank effectively safeguard the legitimateinterests of stakeholders and actively fulfil social responsibilities1 Assessment opinions on the performance of duties of Director WANG Jinhongin 2025In 2025, Director WANG Jinhong performed his duties as the Chairman and anexecutive Director in accordance with laws and regulations, regulatory requirementsand the Articles of Association of the BankIn terms of the performance of the duty of diligence, as the Party secretary,Director WANG Jinhong actively practiced the organic integration of Partyleadership and corporate governance, promoted the implementation of major– 18 –WRITTEN REPORTS OF MATTERS TO BE LISTENED TOdecisions and arrangements of the Party Central Committee and resolutions ofhigher-level Party organizations in the Bank, and ensured the effective performanceof the leading and central role of the Party organization in the decision-makingprocess He convened and chaired meetings of the Board of Directors and theDevelopment Strategy and Inclusive Finance Committee of the Board of Directors,attended all the meetings of the Board of Directors, the Nomination andRemuneration Committee and the Development Strategy and Inclusive FinanceCommittee during the year, and the rate of personal attendance at on-site meetingsof the Board of Directors was in line with the regulatory requirements; he facilitatedthe Board of Directors to form resolutions and opinions on major decision-makingmatters in a timely manner, and supervised the implementation of relevantresolutions; he performed his duties as the chairperson of the Development Strategyand Inclusive Finance Committee and a member of the Nomination andRemuneration Committee, and paid attention to matters within the terms ofreference of special committees He organized seminars for independent Directors todeeply communicate with all independent Directors on the Bank’s operation anddevelopment; he presided at Shareholders’ general meetings and formulated theproposals and reports submitted by the Board of Directors to the Shareholders’general meetings, and urged the senior management members to effectively performtheir management dutiesIn terms of professionalism in performing his duties, Director WANGJinhong led the Bank in strengthening the construction of the Board of Directors,continuously improved corporate governance, successfully completed the re-election of the Board of Directors, promoted the revision of corporate governancesystems such as the Articles of Association of the Bank, successfully completed thereform of the Board of Supervisors, improved related party transaction management,accelerated capital replenishment, promoted the disposal of problematicShareholders, and enhanced the quality and efficiency of the Board of Directors’operations He intensively advanced the “five priorities” of finance, systematicallyorganized the implementation of the “Nine-Five-Three-One” strategic plan, furtherconsolidated the foundations for high-quality development, and promoted theimplementation and effectiveness of the High-quality Development Plan throughlist-based management and project-based advancement He coordinated thepromotion of strategies and tactics, business transformation, cost reduction andquality improvement, and governance consolidation, and resolved developmentproblems and removed development bottlenecks through reform He promoted theconstruction of the “Ten Projects” and “Six Types of Battle Teams”, formulated the“Basic Law of Branches”, established theories on industry development, andremoved obstacles to the implementation of strategies He accelerated productinnovation and iteration, selected quality customers to consolidate the foundation,fully supported the development of Tianjin, and enhanced the adaptability offinancial services to the real economy He fully implemented regulatoryrequirements, accelerated the clearing of existing risks, and strengthened riskcontrol and compliance to curb incremental risks He took the lead in improving the– 19 –WRITTEN REPORTS OF MATTERS TO BE LISTENED TOlevel of refined internal management, consolidated the construction of the rule oflaw, and strengthened support for development During the year, he participated intraining on topics including analysis of the financial regulatory situation and reviewof cases of violations in banking consumer protection, evolution of corporategovernance supervision models and governance experience of central state-ownedenterprises, strengthening strategic management and planning construction, andactively cultivating and practicing financial culture with Chinese characteristics, soas to continuously improve his ability and standard in performing his duties2 Assessment opinions on the performance of duties of Director QU Hongzhi in2025In 2025, Director QU Hongzhi performed his duties as an executive Directorin accordance with laws and regulations, regulatory requirements and the Articles ofAssociation of the BankIn terms of the performance of the duty of diligence, as the deputy secretaryof the Party Committee, Director QU Hongzhi proactively promoted the organicintegration of Party leadership and corporate governance, and strictly implementedthe decisions of the Party organization He attended all the meetings of the Board ofDirectors, the Development Strategy and Inclusive Finance Committee, the RiskManagement and Green Finance Committee and the Related Party TransactionsControl Committee during the year, and the rate of personal attendance at on-sitemeetings of the Board of Directors was in line with the regulatory requirements; atmeetings of the Board of Directors and special committees, he answered questionsraised by Directors when they considered proposals and listened to reports,expressed opinions, voted on proposals considered during the year, and reported tothe Board of Directors on behalf of the senior management During inter-sessionperiods, he timely distributed the president’s office meeting minutes, the operationoverview of the Bank and other relevant information reports to all Directors andSupervisors, and conscientiously implemented the resolutions of the Board ofDirectors and reported the implementation to the Board of DirectorsIn terms of professionalism in performing his duties, based on the duties ofthe Board of Directors, Director QU Hongzhi fully utilized his advantages in beingfamiliar with the operation and management of the Bank during his performance ofduties, ensuring that professional guidance was provided during the formation ofmatters within the scope of duties of the Board of Directors, including operation andmanagement, business development, financial decisions, incentives and constraints,comprehensive risk management, internal control and compliance, capitalmanagement, asset transfer, information disclosure, external donations andrectification of issues pointed out by regulators, and that such matters were submittedto the Board of Directors for consideration in a timely manner, thereby facilitatingscientific and effective decision-making by the Board of Directors He participated intraining on topics including analysis of the financial regulatory situation and review– 20 –WRITTEN REPORTS OF MATTERS TO BE LISTENED TOof cases of violations in banking consumer protection, evolution of corporategovernance supervision models and governance experience of central state-ownedenterprises, strengthening strategic management and planning construction, andactively cultivating and practicing financial culture with Chinese characteristics, so asto continuously improve his ability and standard in performing his dutiesBased on the above, in accordance with the relevant requirements of the Codeof Corporate Governance of Banking and Insurance Institutions, the ProvisionalMeasures for the Evaluation of Performance of Duties by Directors and Supervisorsof Banking and Insurance Institutions and the Articles of Association of CHINABOHAI BANK CO, LTD (2025 Revision), the Audit and Consumer RightsProtection Committee of the Board rated the Bank’s executive Directors WANGJinhong and QU Hongzhi competent in terms of their performance of duties in2025(II) Non-executive DirectorsAll non-executive Directors upheld high-standard professional ethics, performedtheir duties independently, promoted the Bank to fairly treat all Shareholders, protect thelegitimate rights and interests of financial consumers and other stakeholders, activelycoordinated communication between the Bank and its Shareholders, supervised the seniormanagement to implement the resolutions of the Board of Directors, paid continuousattention to the related party transactions between the Bank and the substantialShareholders, and followed and promoted the strengthening of capital management1 Assessment opinions on the performance of duties of Director AU Siu Luen in2025In 2025, Director AU Siu Luen performed his duties as a non-executiveDirector in accordance with laws and regulations, regulatory requirements and theArticles of Association of the BankIn terms of the performance of the duty of diligence, Director AU Siu Luenwas able to devote sufficient effort to perform his duties, and attended in person allthe meetings of the Board of Directors, the Development Strategy and InclusiveFinance Committee, the Risk Management and Green Finance Committee, theRelated Party Transactions Control Committee and the Audit and Consumer RightsProtection Committee during the year as required; he performed his duties as theVice Chairman, presided over the meetings of the Board of Directors as designatedby the Chairman, and attended the communication meeting on the 2025 budgetreport, the closed-door communication meeting between members of the Audit andConsumer Rights Protection Committee of the Board and auditor Deloitte, and theannual seminar with the Chairman; he communicated with the Bank before and afterthe meetings on relevant resolutions of the Board of Directors, and exercised hisvoting rights independently and prudently according to law; he paid continuous– 21 –WRITTEN REPORTS OF MATTERS TO BE LISTENED TOattention to the operation and management of the Bank and related matters withinthe terms of reference of the special committees he served, carefully reviewedvarious information reports during inter-session periods, inquired about the 2025budget report, audit effectiveness, risk management, retail business development,asset transfer, capital management and corporate business, and attended the auditinterview meetings for 2024 and the first half of 2025, as well as the interactivesharing sessions between Standard Chartered and the Bank on audit work riskgovernance and financial market risk managementIn terms of professionalism in performing his duties, based on hisprofessional experience and professional expertise, Director AU Siu Luen expressedopinions on matters such as operation and management, risk management, fulfilmentof corporate social responsibility, development of the Hong Kong Branch, anti-money laundering management, green finance, asset transfer, related partytransactions, consumer rights protection, data governance, consolidatedmanagement and revision of the Articles of Association in a timely manner, andfacilitated scientific decision-making by the Board of Directors; he activelyparticipated in the training organized by the Bank for Directors to continuouslyimprove his ability and standard in performing his duties2 Assessment opinions on the performance of duties of Director YUAN Wei in2025In 2025, Director YUAN Wei performed her duties as a non-executive Directorin accordance with laws and regulations, regulatory requirements and the Articles ofAssociation of the BankIn terms of the performance of the duty of diligence, Director YUAN Weiwas able to devote sufficient effort to perform her duties and attended all themeetings of the Board of Directors, the Development Strategy and Inclusive FinanceCommittee and the Audit and Consumer Rights Protection Committee during theyear as required, and the rate of personal attendance at on-site meetings of the Boardof Directors was in line with the regulatory requirements; she communicated withthe Bank before and after the meetings on relevant resolutions of the Board ofDirectors, and exercised her voting rights independently and prudently according tolaw; she paid continuous attention to the operation and management of the Bank andrelated matters within the terms of reference of the special committees she served,carefully reviewed various information reports during inter-session periods,inquired about the 2025 budget report, business continuity management, financialdata, asset transfer and additional allocation of working capital to the Hong KongBranch, and attended the audit interview meetings for 2024 and the first half of 2025and the closed-door communication meeting between members of the Audit andConsumer Rights Protection Committee of the Board and auditor Deloitte– 22 –WRITTEN REPORTS OF MATTERS TO BE LISTENED TOIn terms of professionalism in performing her duties, based on herprofessional experience and professional expertise, Director YUAN Wei expressedopinions on matters such as financial services for small and micro enterprises,financial reports, consumer rights protection, business continuity management, auditeffectiveness, data governance, consolidated management and revision of theArticles of Association in a timely manner, and facilitated scientific decision-making by the Board of Directors; she actively participated in the training organizedby the Bank for Directors to continuously improve her ability and standard inperforming her duties3 Assessment opinions on the performance of duties of Director DUAN Wenwu in2025In 2025, Director DUAN Wenwu performed his duties as a non-executiveDirector in accordance with laws and regulations, regulatory requirements and theArticles of Association of the BankIn terms of the performance of the duty of diligence, Director DUANWenwu was able to devote sufficient effort to perform his duties and attended all themeetings of the Board of Directors and the Development Strategy and InclusiveFinance Committee during the year as required, and the rate of personal attendanceat on-site meetings of the Board of Directors was in line with the regulatoryrequirements; he communicated with the Bank before and after the meetings onrelevant resolutions of the Board of Directors, and exercised his voting rightsindependently and prudently according to law; he paid continuous attention to theoperation and management of the Bank and related matters within the terms ofreference of the special committee he served, carefully reviewed variousinformation reports during inter-session periods, and inquired about operation andmanagement, profit distribution, related party transactions, asset transfer andfulfilment of corporate social responsibilityIn terms of professionalism in performing his duties, based on hisprofessional experience and professional expertise, Director DUAN Wenwuexpressed opinions on matters such as operation and management, risk management,consumer rights protection, internal control, related party transactions, datagovernance and revision of the Articles of Association in a timely manner, andfacilitated scientific decision-making by the Board of Directors; he activelyparticipated in the training organized by the Bank for Directors to continuouslyimprove his ability and standard in performing his duties– 23 –WRITTEN REPORTS OF MATTERS TO BE LISTENED TO4 Assessment opinions on the performance of duties of Director HU Aimin in2025In 2025, Director HU Aimin performed his duties as a non-executive Directorin accordance with laws and regulations, regulatory requirements and the Articles ofAssociation of the BankIn terms of the performance of the duty of diligence, Director HU Aiminwas able to devote sufficient effort to perform his duties and attended in person allthe meetings of the Board of Directors and the Nomination and RemunerationCommittee during the year as required; he communicated with the Bank before andafter the meetings on relevant resolutions of the Board of Directors, and exercisedhis voting rights independently and prudently according to law; he paid continuousattention to the operation and management of the Bank and related matters withinthe terms of reference of the special committee he served, carefully reviewedvarious information reports during inter-session periods, inquired about profitdistribution and related party transactions, and attended the business exchangemeeting between the industry and finance center of China Baowu and the BankIn terms of professionalism in performing his duties, based on hisprofessional experience and professional expertise, Director HU Aimin expressedopinions on matters such as operation and management, risk management, consumerrights protection, internal control, related party transactions, data governance,consolidated management and revision of the Articles of Association in a timelymanner, and facilitated scientific decision-making by the Board of Directors; heactively participated in the training organized by the Bank for Directors tocontinuously improve his ability and standard in performing his duties5 Assessment opinions on the performance of duties of Director ZHANG Yunji in2025In 2025, Director ZHANG Yunji performed his duties as a non-executiveDirector in accordance with laws and regulations, regulatory requirements and theArticles of Association of the BankIn terms of the performance of the duty of diligence, Director ZHANG Yunjiwas able to devote sufficient effort to perform his duties, attended in person all themeetings of the Board of Directors, the Risk Management and Green FinanceCommittee and the Related Party Transactions Control Committee during the yearas required, and the rate of personal attendance at on-site meetings of the Board ofDirectors was in line with the regulatory requirements; he communicated with theBank before and after the meetings on relevant resolutions of the Board of Directors,and exercised his voting rights independently and prudently according to law; he– 24 –WRITTEN REPORTS OF MATTERS TO BE LISTENED TOpaid continuous attention to the operation and management of the Bank and relatedmatters within the terms of reference of the special committees he served, andcarefully reviewed various information reports during inter-session periodsIn terms of professionalism in performing his duties, based on hisprofessional experience and professional expertise, Director ZHANG Yunjiexpressed opinions on matters such as operation and management, risk management,consumer rights protection, internal control, related party transactions, consolidatedmanagement and revision of the Articles of Association in a timely manner, andfacilitated scientific decision-making by the Board of Directors; he activelyparticipated in the training organized by the Bank for Directors to continuouslyimprove his ability and standard in performing his dutiesBased on the above, in accordance with the relevant requirements of the Codeof Corporate Governance of Banking and Insurance Institutions, the ProvisionalMeasures for the Evaluation of Performance of Duties by Directors and Supervisorsof Banking and Insurance Institutions and the Articles of Association of CHINABOHAI BANK CO, LTD (2025 Revision), the Audit and Consumer RightsProtection Committee of the Board rated the Bank’s non-executive Directors AU SiuLuen, YUAN Wei, DUAN Wenwu, HU Aimin and ZHANG Yunji competent interms of their performance of duties in 2025(III) Independent Non-executive DirectorsAll the independent Directors were able to adhere to a high standard of professionalethics and perform their duties with integrity and independence; they have expressedindependent opinions on matters such as the profit distribution plan, material related partytransactions, re-appointment of external auditors, appointment of senior managementpersonnel, remuneration of the senior management, asset transfer and candidates for newDirectors of the Bank; they protected the interests of the Bank as a whole, and paidattention to the legitimate rights and interests of small and medium Shareholders andother stakeholders1 Assessment opinions on the performance of duties of Director TSE Yat Hong in2025In 2025, Director TSE Yat Hong performed his duties as an independentDirector in accordance with laws and regulations, regulatory requirements and theArticles of Association of the BankIn terms of the performance of the duty of diligence, Director TSE Yat Hongattended in person all the meetings of the Board of Directors, the Risk Managementand Green Finance Committee, the Related Party Transactions Control Committeeand the Audit and Consumer Rights Protection Committee during the year asrequired, and the rate of personal attendance at on-site meetings of the Board of– 25 –WRITTEN REPORTS OF MATTERS TO BE LISTENED TODirectors was in line with the regulatory requirements, and he also carefully studiedand made prudent judgments on matters submitted to the Board of Directors forconsideration; he paid continuous attention to the operation and management of theBank and related matters within the terms of reference of the special committees heserved; as the chairperson of the Audit and Consumer Rights Protection Committeeof the Board, he organized, convened and chaired meetings of the special committeein a timely manner, and attended the pre-audit communication meeting andclosed-door communication meeting with auditor Deloitte; he was able to devotesufficient effort to perform his duties, and carefully reviewed various informationreports during inter-session periodsIn terms of professionalism in performing his duties, based on his positionat the special committees and his professional expertise, Director TSE Yat Honginquired about and put forward opinions and suggestions on strategic management,related party transactions, consumer rights protection and business continuitymanagement in a timely manner; he participated in seminars for independentDirectors to advise on the high-quality transformation and development of the Bank;he actively participated in the training organized by the Bank for Directors tocontinuously improve his ability and standard in performing his duties2 Assessment opinions on the performance of duties of Director SHUM Siu HungPatrick in 2025In 2025, Director SHUM Siu Hung Patrick performed his duties as anindependent Director in accordance with laws and regulations, regulatoryrequirements and the Articles of Association of the BankIn terms of the performance of the duty of diligence, Director SHUM SiuHung Patrick attended in person all the meetings of the Board of Directors, theNomination and Remuneration Committee, the Risk Management and Green FinanceCommittee, the Related Party Transactions Control Committee and the Audit andConsumer Rights Protection Committee during the year as required, and the rate ofpersonal attendance at on-site meetings of the Board of Directors was in line with theregulatory requirements, and he also carefully studied and made prudent judgments onmatters submitted to the Board of Directors for consideration; he paid continuousattention to the operation and management of the Bank and related matters within theterms of reference of the special committees he served, and attended the pre-auditcommunication meeting and closed-door communication meeting with auditorDeloitte; he was able to devote sufficient effort to perform his duties, and carefullyreviewed various information reports during inter-session periodsIn terms of professionalism in performing his duties, based on his positionat the special committees and his professional expertise, Director SHUM Siu HungPatrick put forward opinions and suggestions on risk management, related partytransactions and asset disposal in a timely manner; he participated in seminars for– 26 –WRITTEN REPORTS OF MATTERS TO BE LISTENED TOindependent Directors and reporting meetings on risk warning management toadvise on the high-quality transformation and development of the Bank; he activelyparticipated in the training organized by the Bank for Directors to continuouslyimprove his ability and standard in performing his duties3 Assessment opinions on the performance of duties of Director WANG Aijian in2025In 2025, Director WANG Aijian performed her duties as an independentDirector in accordance with laws and regulations, regulatory requirements and theArticles of Association of the BankIn terms of the performance of the duty of diligence, Director WANG Aijianattended in person all the meetings of the Board of Directors, the Nomination andRemuneration Committee and the Audit and Consumer Rights Protection Committeeduring the year as required, and the rate of personal attendance at on-site meetingsof the Board of Directors was in line with the regulatory requirements, and she alsocarefully studied and made prudent judgments on matters submitted to the Board ofDirectors for consideration; she paid continuous attention to the operation andmanagement of the Bank and related matters within the terms of reference of thespecial committees she served, and attended the pre-audit communication meetingand closed-door communication meeting with auditor Deloitte; she was able todevote sufficient effort to perform her duties, and carefully reviewed variousinformation reports during inter-session periodsIn terms of professionalism in performing her duties, based on her positionat the special committees and her professional expertise, Director WANG Aijian putforward opinions and suggestions on risk management and compliance managementin a timely manner; she participated in seminars for independent Directors to adviseon the high-quality transformation and development of the Bank; she activelyparticipated in the training organized by the Bank for Directors to continuouslyimprove her ability and standard in performing her duties4 Assessment opinions on the performance of duties of Director LIU Junmin in2025In 2025, Director LIU Junmin performed his duties as an independent Directorin accordance with laws and regulations, regulatory requirements and the Articles ofAssociation of the BankIn terms of the performance of the duty of diligence, Director LIU Junminattended all the meetings of the Board of Directors and the Nomination andRemuneration Committee during the year as required, and the rate of personalattendance at on-site meetings of the Board of Directors was in line with theregulatory requirements, and he also carefully studied and made prudent judgments– 27 –WRITTEN REPORTS OF MATTERS TO BE LISTENED TOon matters submitted to the Board of Directors for consideration; he paid continuousattention to the operation and management of the Bank and related matters withinthe terms of reference of the special committee he served; as the chairperson of theNomination and Remuneration Committee of the Board of Directors, he organized,convened and chaired meetings of the special committee in a timely manner, andattended the pre-audit communication meeting and closed-door communicationmeeting with auditor Deloitte; he was able to devote sufficient effort to perform hisduties, and carefully reviewed various information reports during inter-sessionperiodsIn terms of professionalism in performing his duties, based on his positionat the special committee and his professional expertise, Director LIU Junmin putforward opinions and suggestions on compliance management and related partytransactions in a timely manner; he participated in seminars for independentDirectors to advise on the high-quality transformation and development of the Bank;he actively participated in the training organized by the Bank for Directors tocontinuously improve his ability and standard in performing his duties5 Assessment opinions on the performance of duties of Director LIU Lanbiao in2025In 2025, Director LIU Lanbiao performed his duties as an independent Directorin accordance with laws and regulations, regulatory requirements and the Articles ofAssociation of the BankIn terms of the performance of the duty of diligence, Director LIU Lanbiaoattended all the meetings of the Board of Directors, the Nomination and RemunerationCommittee, the Risk Management and Green Finance Committee and the RelatedParty Transactions Control Committee during the year as required, and the rate ofpersonal attendance at on-site meetings of the Board of Directors was in line with theregulatory requirements, and he also carefully studied and made prudent judgments onmatters submitted to the Board of Directors for consideration; he paid continuousattention to the operation and management of the Bank and related matters within theterms of reference of the special committees he served, and attended the pre-auditcommunication meeting and closed-door communication meeting with auditorDeloitte; he was able to devote sufficient effort to perform his duties, and carefullyreviewed various information reports during inter-session periodsIn terms of professionalism in performing his duties, based on his positionat the special committees and his professional expertise, Director LIU Lanbiao putforward opinions and suggestions on strategic management and risk management ina timely manner; he participated in seminars for independent Directors to advise onthe high-quality transformation and development of the Bank; he activelyparticipated in the training organized by the Bank for Directors to continuouslyimprove his ability and standard in performing his duties– 28 –WRITTEN REPORTS OF MATTERS TO BE LISTENED TO6 Assessment opinions on the performance of duties of Director OUYANG Yongin 2025From May 22, 2025 to the end of 2025, Director OUYANG Yong performed hisduties as an independent Director in accordance with laws and regulations,regulatory requirements and the Articles of Association of the BankIn terms of the performance of the duty of diligence, Director OUYANGYong attended in person all the meetings of the Board of Directors, the RiskManagement and Green Finance Committee, the Related Party Transactions ControlCommittee and the Audit and Consumer Rights Protection Committee that he shouldattend during the year as required, and the rate of personal attendance at on-sitemeetings of the Board of Directors was in line with the regulatory requirements, andhe also carefully studied and made prudent judgments on matters submitted to theBoard of Directors for consideration; he paid continuous attention to the operationand management of the Bank and related matters within the terms of reference of thespecial committees he served; as the chairperson of the Risk Management and GreenFinance Committee and the Related Party Transactions Control Committee of theBoard of Directors, he organized, convened and chaired meetings of the specialcommittees in a timely manner, and attended the pre-audit communication meetingand closed-door communication meeting with auditor Deloitte, the work seminar ofthe risk management line and the work reporting meetings of the working bodies ofthe Risk Management and Green Finance Committee and the Related PartyTransactions Control Committee of the Board of Directors; he was able to devotesufficient effort to perform his duties, and carefully reviewed various informationreports during inter-session periodsIn terms of professionalism in performing his duties, based on his positionat the special committees and his professional expertise, Director OUYANG Yongput forward opinions and suggestions on risk management in a timely manner; heparticipated in seminars for independent Directors to advise on the high-qualitytransformation and development of the Bank; he actively participated in the trainingorganized by the Bank for Directors and conducted research at a number ofbranches, so as to continuously improve his ability and standard in performing hisdutiesBased on the above, in accordance with the relevant requirements of the Codeof Corporate Governance of Banking and Insurance Institutions, the ProvisionalMeasures for the Evaluation of Performance of Duties by Directors and Supervisorsof Banking and Insurance Institutions and the Articles of Association of CHINABOHAI BANK CO, LTD (2025 Revision), the Audit and Consumer RightsProtection Committee of the Board rated the Bank’s independent non-executiveDirectors TSE Yat Hong, SHUM Siu Hung Patrick, WANG Aijian, LIU Junmin, LIULanbiao and OUYANG Yong competent in terms of their performance of duties in2025– 29 –WRITTEN REPORTS OF MATTERS TO BE LISTENED TOIII Assessment Opinions on the Performance of Duties of Senior Management in 2025(I) Overall assessment opinionsThroughout 2025, the senior management complied with laws and regulations,regulatory requirements and the relevant provisions of the Articles of Association of theBank, earnestly implemented the requirements of the Shareholders’ general meeting, theBoard of Directors and its special committees, and faithfully and diligently performedtheir operational and management duties, striving to attain new breakthroughs inhigh-quality developmentFirstly, operational indicators continued to improve steadily The seniormanagement fully implemented the High-quality Development Plan of the Bank,systematically promoted the implementation of the “Nine-Five-Three-One” strategy,achieved the full completion of the Board of Directors’ budget tasks in respect of assetsand liabilities, financial income and expenditure, and performance assessment indicators,and ensured that key risk indicators complied with regulatory requirements and internalmanagement objectivesSecondly, high-quality development advanced in depth The senior managementfurther implemented the “five priorities” of finance, stepped up efforts to promoteconnotative development, achieved initial results in light-capital transformation, andpromoted the continuous enhancement of the systematic competitiveness of corporatebusiness, the comprehensive consolidation of the operating foundation of retail businessand the effective traction and coordination of financial market business in an integratedmannerThirdly, the senior management actively strengthened the risk prevention andcontrol barrier The senior management strengthened risk control mechanisms and policyguidance, focused on improving asset quality, optimized the operational risk managementsystem, maintained liquidity risk at a stable and controllable level, comprehensivelyupgraded reputation risk prevention and control measures, regularly conducted stresstesting, and strictly controlled consolidated risks and risk contagionFourthly, the senior management continued to deepen internal control andcompliance construction The senior management promoted the rectification of issuesidentified through regulatory supervision and various regulatory reminders across theBank, advanced accountability identification, consolidated the foundation of anti-moneylaundering management, strengthened the establishment of the case prevention system,promoted full coverage of grid-based employee behavior management, and steadilyadvanced enterprise governance in accordance with the lawFifthly, the senior management strengthened support from basic management Thesenior management strengthened pricing policy guidance, enhanced refined asset andliability management, optimized the resource allocation system, stepped up efforts to– 30 –WRITTEN REPORTS OF MATTERS TO BE LISTENED TOpromote cost reduction and efficiency enhancement, continuously deepened datagovernance, strengthened technology empowerment, business operations and safetyprotection, and carefully managed basic work such as seal and archive management(II) Matters of concernIn accordance with the relevant regulatory requirements and the operation andmanagement of the Bank, the Audit and Consumer Rights Protection Committee of theBoard reminded the senior management to pay attention to the following aspectsFirstly, the senior management should promptly implement the High-qualityDevelopment Plan, improve the Bank’s capital management, replenish resources for riskdisposal, and continuously optimize the business structureSecondly, the senior management should improve liquidity risk management,strictly implement the requirements on stress testing from the overall dimension ofoperational risk, and enhance the quality and efficiency of stress testingThirdly, the senior management should strengthen employee behavior managementand case risk prevention and control, enhance compliance management of off-balancesheet business, and strictly control the transfer of off-balance sheet risks to on-balancesheet risksFourthly, the senior management should deepen data governance, accelerate theconstruction of an information system for consolidated management, improve riskisolation mechanisms, and carry out consolidated management in a standardized mannerIV Assessment Opinions on the Performance of Duties of Senior Management Membersin 2025All members of the senior management consciously safeguarded the interests of the Bankand were not found to have violated their fiduciary duties by accepting benefits related to theBank’s transactions or seeking for themselves or others any business opportunities that are dueto the Bank in the course of performing their duties In 2025, the key performance indicatorsof the Group were all in line with the budget requirements of the Board of Directors(I) Assessment opinions on the performance of duties of President QU Hongzhi in2025In 2025, under the requirements of relevant laws and regulations and regulatoryrequirements, and in accordance with the Articles of Association of the Bank and theauthorization by the Board of Directors, President QU Hongzhi implemented the planningof the Party Committee of the head office, organized the implementation of theresolutions of the Board of Directors, and fully performed his duties as President withinthe corporate governance framework He steadily promoted the further implementation of– 31 –WRITTEN REPORTS OF MATTERS TO BE LISTENED TOthe “five priorities” of finance, continued to make efforts in key areas of serving the realeconomy, advanced the implementation of the High-quality Development Plan, andpromoted steady and positive operation He coordinated the promotion of “stabilizingindicators” and “optimizing structure”, adhered to the two-way coordinated efforts ofquality assets and desirable liabilities, comprehensively consolidated the operatingfoundation of corporate, retail and financial market businesses, and promoted quality andefficiency enhancement of products and customer services He comprehensivelystrengthened the risk control barrier, optimized risk control processes and systems,advanced risk model projects, strengthened credit approval and monitoring management,intensified the resolution of existing risks, and achieved generally controllable risks Hepromoted the enhancement of internal control effectiveness, improved the internalcontrol, compliance and case prevention management system, organized the rectificationof issues identified through regulatory supervision and accountability identification,focused on strengthening operational risk, employee behavior and anti-money launderingmanagement, and deepened the construction of the rule of law He comprehensivelystrengthened basic management, optimized the scale and structure arrangement of assetsand liabilities, ensured that the capital base remained stable and liquidity indicatorsstayed within a desirable range, continuously deepened cost reduction and efficiencyenhancement, enhanced the effectiveness of resource allocation, and promoted thesupporting role of middle- and back-office functions such as information technology andoperational supportIn accordance with regulatory requirements and the Bank’s relevant systems, theAudit and Consumer Rights Protection Committee of the Board rated President QUHongzhi competent in terms of his performance of duties in 2025In addition, based on relevant regulatory opinions, the Audit and Consumer RightsProtection Committee of the Board reminded that attention should be paid to issuesincluding incomplete coverage of stress testing, non-standardized disclosure of capitalmanagement information, inadequate rectification of issues identified by regulators anduntimely accountability(II) Assessment opinions on the performance of duties of Vice President XIE Kai in2025In 2025, in accordance with laws and regulations, regulatory requirements and theArticles of Association of the Bank, Vice President XIE Kai implemented the planning ofthe Party Committee of the head office, the resolutions of the Board of Directors and thedecisions of the president’s office meetings, and performed the correspondingmanagement responsibilities within the terms of reference according to his workassignment He promoted the refined implementation of “pension finance”, “digitalfinance” and “inclusive finance”, focused on the construction of “account bank”, “wealthbank” and “ecosystem bank”, and coordinated the steady growth, structural adjustment,risk prevention and reform promotion of retail business He proactively reducedinefficient assets in credit platform loans, promoted a more stable loan structure, and– 32 –WRITTEN REPORTS OF MATTERS TO BE LISTENED TOachieved the first “dual decline” in recent years in the balance and ratio of non-performing retail credit He actively adhered to keeping political consciousness in mindand putting people first in financial work, and achieved improvements in both the scoreand ranking of consumer protection regulatory evaluation, further enhancing managementquality and efficiency He strengthened information technology security, ensured stableproduction operation and business continuity, released business empowerment effectsthrough digital financial innovation and expansion of service scenarios, and continuouslydeepened data governance He promoted the optimization of processes and mechanisms,improved the risk control system, optimized resource allocation, enhanced responseefficiency, and provided efficient operations and convenient services He promotedrefined allocation of logistics resources across the Bank, optimized service supportstandards, deeply advanced the “three-year action to tackle root causes”, tightened theresponsibility chain at each level, and achieved zero safety production accidents and zerosecurity cases/incidents throughout the yearIn accordance with regulatory requirements and the Bank’s relevant systems, theAudit and Consumer Rights Protection Committee of the Board rated Vice President XIEKai competent in terms of his performance of duties in 2025In addition, based on relevant regulatory opinions, the Audit and Consumer RightsProtection Committee of the Board reminded that attention should be paid to issuesincluding inadequate protection of financial consumers’ rights and interests, imprudentpersonal loan business, insufficient operation and maintenance of information systems,and inaccurate EAST data reporting(III) Assessment opinions on the performance of duties of Vice President LI Jianguo in2025In 2025, in accordance with laws and regulations, regulatory requirements and theArticles of Association of the Bank, Vice President LI Jianguo implemented the planningof the Party Committee of the head office, the resolutions of the Board of Directors andthe decisions of the president’s office meetings, and performed the correspondingmanagement responsibilities within the terms of reference according to his workassignment He coordinated the promotion of the “five priorities” of finance in thecorporate business sector, with “technology finance” beginning to show distinctivefeatures, “green finance” improving in quality and scale, and “inclusive finance”consolidating its growth momentum He continued to increase credit support for keyareas, served the major national strategy of coordinated development of the Beijing-Tianjin-Hebei region, and proactively integrated into the new pattern of high-qualitydevelopment in Tianjin He steadily advanced the strategic deployment of the“Nine-Five-Three-One” strategy of the head office, promoted the continuousenhancement of the systematic competitiveness of corporate business, and achievednotable results in industry bank construction and the tackling of quality customersAmong transaction banking businesses, the competitiveness of featured products such assupply chain, international business, treasury business and bills business steadily– 33 –WRITTEN REPORTS OF MATTERS TO BE LISTENED TOimproved, while the three major segments of light banking, namely bond underwriting,on-balance sheet investment banking and off-balance sheet investment banking,developed rapidly He promoted the increase in deposit volume and optimization ofdeposit pricing, continuously reduced interest cost, increased the proportion of desirabledeposits, conducted regular marketing guidance, and enhanced marketing combatcapability and empowerment through coordination between the head office and branches,thereby promoting the landing of key customers and important projects He focused on theconstruction of the three factories of branches, customers and products, improvedcustomer management, strengthened post-lending performance of duties, enhanced teambuilding, and consolidated the development foundationIn accordance with regulatory requirements and the Bank’s relevant systems, theAudit and Consumer Rights Protection Committee of the Board rated Vice President LIJianguo competent in terms of his performance of duties in 2025In addition, based on relevant regulatory opinions, the Audit and Consumer RightsProtection Committee of the Board reminded that attention should be paid to issuesincluding inadequate performance of the “three checks” for loans, insufficient review oftrade background, inaccurate statistical data on loans to small and micro enterprises, andlong-outstanding overdue entrusted loans(IV) Assessment opinions on the performance of duties of Vice President QI Jun in2025In 2025, in accordance with laws and regulations, regulatory requirements and theArticles of Association of the Bank, Vice President QI Jun implemented the planning ofthe Party Committee of the head office, the resolutions of the Board of Directors and thedecisions of the president’s office meetings, and performed the correspondingmanagement responsibilities within the terms of reference according to his workassignment He focused on improving the top-level design of risk management, organizedthe completion of the initial draft of the Risk Management Strategic System Plan ofCHINA BOHAI BANK, standardized the operation of the Risk Control Committee,improved the working meeting mechanism of chief risk officers, and advanced theconstruction of digital risk control and reporting systems He promoted the continuousconsolidation of the risk prevention and control foundation, strengthened the largeexposure management and control system, improved the credit risk limit managementsystem, advanced the deepening of reform of the credit approval mechanism, enhancedthe quality and efficiency of collateral management, organized special credit riskinspections in key areas, and emphasized professional training and the building of talentteams in the risk line He strengthened closed-loop management of the risk managementand control system, promoted the upgrading of the preservation and collectionmechanism, strictly controlled the loan disbursement review gateway, established apost-overflow risk monitoring mechanism, and improved the post-credit supervisionsystem He promoted the improvement of internal control and compliance management,systematically advanced the reshaping of the system framework, operational risk control,– 34 –WRITTEN REPORTS OF MATTERS TO BE LISTENED TOcentralized operation of anti-money laundering, case prevention and complianceconstruction, deepening of regulatory communication, strengthening of businesscontinuity, related party transactions and employee behavior management, inspection andrectification supervision and accountability identification He coordinated theadvancement of the construction of the rule of law, petition handling and confidentialityworkIn accordance with regulatory requirements and the Bank’s relevant systems, theAudit and Consumer Rights Protection Committee of the Board rated QI Jun, VicePresident and Chief Risk Officer, competent in terms of his performance of duties in2025In addition, based on relevant regulatory opinions, the Audit and Consumer RightsProtection Committee of the Board reminded that attention should be paid to issuesincluding inadequate employee behavior management and case prevention work, andimperfect risk appetite management systems and operational risk reporting mechanisms(V) Assessment opinions on the performance of duties of Vice President DENG Bei in2025In 2025, in accordance with laws and regulations, regulatory requirements and theArticles of Association of the Bank, Vice President DENG Bei implemented the planningof the Party Committee of the head office, the resolutions of the Board of Directors andthe decisions of the president’s office meetings, and performed the correspondingmanagement responsibilities within the terms of reference according to her workassignment She led the financial market line in implementing the business positioning of“Three Banks”, strengthened business coordination, built the customer-facing “CBHBHedging” brand, and promoted the increase in the scale of CBHB Wealth Managementproducts She organized the optimization of resource allocation, helped support the Bankin implementing the “five priorities” of finance, and actively served the development ofTianjin by focusing on the construction of the “STAR Market” in the bond market and theunderwriting of local government bonds of Tianjin She promoted the construction of anew-generation integrated treasury business management system, and, relying on the newcore project, simultaneously iterated and upgraded supporting systems such as capitalmanagement, position management and the digital management platform for intermediarybusiness, thereby consolidating the foundation for digital operations She opened up newpaths for revenue growth with the investment philosophy of “multi-asset andmulti-strategy”, continuously enhanced trading activity, and promoted the steadydevelopment of custodian business She strengthened asset and liability management,reduced the interest rate paid on deposits, and improved comprehensive treasury liquidityreturns She continued to strengthen refined financial management, improved the expenseallocation mechanism, and promoted the deepening of cost control She established acoordination and liaison mechanism between the head office and the Hong Kong Branch,– 35 –WRITTEN REPORTS OF MATTERS TO BE LISTENED TOput into preliminary operation the integrated operation mechanism between the financialmarket line and the Hong Kong Branch, and made great efforts to promote the operationand development of the Hong Kong BranchIn accordance with regulatory requirements and the Bank’s relevant systems, theAudit and Consumer Rights Protection Committee of the Board rated Vice PresidentDENG Bei competent in terms of her performance of duties in 2025In addition, based on relevant regulatory opinions, the Audit and Consumer RightsProtection Committee of the Board reminded that attention should be paid to issuesincluding the need to improve the liability structure, the need to enhance the quality andefficiency of liquidity risk management, and inadequate management of interbankbusiness and financial derivativesThe report is hereby madeREPORT ON PURCHASE OF DIRECTORS’ LIABILITY INSURANCE OF CHINABOHAI BANK CO, LTDIn order to protect the legitimate rights of the Bank’s Directors, Supervisors and seniormanagement members, the Bank has purchased liability insurance for its Directors, Supervisorsand senior management members The liability insurance coverage includes the reimbursementof losses caused by equity securities claims, corporate and personal investigation fees,corporate and personal inspection and audit costs, losses stemming from employment practiceviolations, pre-derivative action internal review costs, reimbursement of crisis managementcosts before judgments or settlements, post-litigation reputation rehabilitation costs and otherduty performance guarantees The insurance term is one year, with aggregate coverage limit ofUS$25 million and premium rate of 018%– 36 –NOTICE OF 2025 ANNUAL GENERAL MEETINGCHINA BOHAI BANK CO, LTD渤海銀行股份有限公司(A joint stock company incorporated in the People’s Republic of China with limited liability)(Stock Code: 9668)NOTICE OF 2025 ANNUAL GENERAL MEETINGNOTICE IS HEREBY GIVEN that the 2025 annual general meeting of CHINA BOHAIBANK CO, LTD (the “Bank”) (the “2025 AGM”) will be held at Meeting Room 6702, ChinaBohai Bank Tower, 218 Haihe East Road, Hedong District, Tianjin, China at 2:00 pm onWednesday, June 17, 2026 for the purpose of considering, and if thought fit, passing thefollowing resolutions:ORDINARY RESOLUTIONS1 Report of the Board of Directors for 2025 of CHINA BOHAI BANK CO, LTD2 Profit Distribution Plan for 2025 of CHINA BOHAI BANK CO, LTD3 Financial Budget Report for 2026 of CHINA BOHAI BANK CO, LTD4 Re-appointment of External Auditors for 20265 Loan Reduction and Exemption Authorization Plan6 Remuneration for 2024 of ChairmanThe detailed resolutions mentioned above are set out in the Bank’s circular dated May 21,2026 in respect of convening the 2025 AGMThe following reports will also be listened to at the 2025 AGM by way of written reports:2025 Special Report on Related Party Transactions of CHINA BOHAI BANK CO, LTD2025 Assessment Report on the Performance of Duties of the Board of Directors, SeniorManagement and their Members issued by the Audit and Consumer Rights ProtectionCommittee of the Board of CHINA BOHAI BANK CO, LTDReport on Purchase of Directors’ Liability Insurance of CHINA BOHAI BANK CO,LTDBy order of the BoardCHINA BOHAI BANK CO, LTDWANG JinhongChairmanMay 21, 2026– 37 –NOTICE OF 2025 ANNUAL GENERAL MEETINGAs of the date of this notice, the Board comprises Mr WANG Jinhong and Mr QUHongzhi as executive directors; Mr AU Siu Luen, Ms YUAN Wei, Ms CUI Hongqin, Mr HUAimin and Mr ZHANG Yunji as non-executive directors; and Mr TSE Yat Hong, Mr SHUM SiuHung Patrick, Ms WANG Aijian, Mr LIU Junmin, Mr LIU Lanbiao and Mr OUYANG Yongas independent non-executive directorsNotes:1 According to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited,the voting of resolutions contained in the notice of 2025 AGM will be taken by poll2 In order to determine the Shareholders who are entitled to attend the 2025 AGM, the register of members ofthe Bank will be closed from Thursday, May 28, 2026 to Wednesday, June 17, 2026 (both days inclusive) Therecord date for determining the Shareholders’ eligibility to attend and vote at the 2025 AGM is Wednesday,June 17, 2026 In order to attend and vote at the 2025 AGM, holders of H Shares of the Bank whose transferdocuments have not been registered shall lodge all transfer documents together with the relevant sharecertificates with the Bank’s H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration by nolater than 4:30 pm on Wednesday, May 27, 20263 Shareholders who are entitled to attend and vote at the meeting may appoint one or more proxies to attend andvote on their behalf A proxy need not be a shareholder of the Bank4 A shareholder shall entrust the proxy in writing The written power of attorney shall be signed by the principalor by the proxy entrusted thereby in writing; if the principal is a legal person or other institution, the powerof attorney shall be signed under the seal of the legal person or under the hand of its legal representative orother representative duly authorized5 If you intend to appoint a proxy to attend the 2025 AGM, you are required to complete and return theaccompanying proxy form in accordance with the instructions printed thereon For holders of H Shares, theproxy form (together with a notarially certified copy of the power of attorney or other authority (if any) if thisform of proxy is signed by a person on behalf of the appointor) should be returned to Computershare HongKong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, HongKong For holders of Domestic Unlisted Shares, the above document(s) should be returned to the office of theBoard of Directors of the Bank at 218 Haihe East Road, Hedong District, Tianjin, China, Postal Code: 300012;and in any event, not later than 24 hours before the time appointed for holding the 2025 AGM or anyadjournment thereof Completion and return of the proxy form will not preclude you from attending and votingin person at the 2025 AGM or any adjournment thereof should you so wish and, in such event, the proxy formshall be deemed to have been revoked6 The meeting is expected to last for no more than half a day Shareholders who attend the meeting in personor by proxy shall bear their own traveling, dining and accommodation expenses Shareholders or their proxiesshall produce their identity documents when attending the meeting– 38 –
GENERAL THE FOR ANNUAL MEETING
2026-05-21 18:47:19
Announcements & Notices
MONTHLY RETURN OF EQUITY ISSUER ON MOVEMENTS IN SECURITIES FOR THE MONTH ENDED 30 APRIL 2026
FF301Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities For the month ended: 30 April 2026 Status: New SubmissionTo : Hong Kong Exchanges and Clearing LimitedName of Issuer: CHINA BOHAI BANK CO, LTDDate Submitted: 07 May 2026I Movements in Authorised / Registered Share Capital1 Class of shares Ordinary shares Type of shares H Listed on the Exchange (Note 1) YesStock code (if listed) 09668 DescriptionNumber of authorised/registered shares Par value Authorised/registered share capitalBalance at close of preceding month 6,200,555,000 RMB 1 RMB 6,200,555,000Increase / decrease (-) 0 RMB 0Balance at close of the month 6,200,555,000 RMB 1 RMB 6,200,555,0002 Class of shares Ordinary shares Type of shares Other type (specify in description) Listed on the Exchange (Note 1) NoStock code (if listed) - Description Domestic Unlisted SharesNumber of authorised/registered shares Par value Authorised/registered share capitalBalance at close of preceding month 11,561,445,000 RMB 1 RMB 11,561,445,000Increase / decrease (-) 0 RMB 0Balance at close of the month 11,561,445,000 RMB 1 RMB 11,561,445,000Total authorised/registered share capital at the end of the month: RMB 17,762,000,000Page 1 of 10 v 121FF301II Movements in Issued Shares and/or Treasury Shares and Public Float Sufficiency Confirmation1 Class of shares Ordinary shares Type of shares H Listed on the Exchange (Note 1) YesStock code (if listed) 09668 DescriptionNumber of issued shares (excluding treasury shares) Number of treasury shares Total number of issued sharesBalance at close of preceding month 6,200,555,000 0 6,200,555,000Increase / decrease (-) 0 0Balance at close of the month 6,200,555,000 0 6,200,555,000Public float sufficiency confirmation (Note 4)Pursuant to Main Board Rule 1332D(1) or 19A28D(1) / GEM Rule 1737D(1) or 2521D(1), we hereby confirm that, in relation to the class of shares as set out above, as at the close of the month:✔ the applicable public float requirement (see below) has been complied withthe applicable public float requirement (see below) has not been complied withThe applicable minimum public float requirement for the class of shares as set out above pursuant to Main Board Rule 1332B or 19A28B / GEM Rule 1737B or 2521B (as the case may be) is: Applicable public float threshold Initial Prescribed Threshold - the minimum percentage of public float prescribed at the time of listing (please specify the percentage in "Minimum prescribed public float at the time of listing" below)Minimum prescribed public float at the time of listing Percentage: 1837% of the total number of issued shares in the class to which the listed shares belong (excluding treasury shares)Additional information2 Class of shares Ordinary shares Type of shares Other type(specify in description) Listed on the Exchange (Note 1) NoStock code (if listed) - Description Domestic Unlisted SharesNumber of issued shares (excluding treasury shares) Number of treasury shares Total number of issued sharesBalance at close of preceding month 11,561,445,000 0 11,561,445,000Increase / decrease (-) 0 0Balance at close of the month 11,561,445,000 0 11,561,445,000Page 2 of 10 v 121FF301III Details of Movements in Issued Shares and/or Treasury Shares(A) Share Options (under Share Option Schemes of the Issuer) Not applicablePage 3 of 10 v 121FF301(B) Warrants to Issue Shares of the Issuer Not applicablePage 4 of 10 v 121FF301(C) Convertibles (ie Convertible into Shares of the Issuer) Not applicablePage 5 of 10 v 121FF301(D) Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes) Not applicablePage 6 of 10 v 121FF301(E) Other Movements in Issued Shares and/or Treasury Shares Not applicablePage 7 of 10 v 121FF301IV Information about Hong Kong Depositary Receipt (HDR) Not applicablePage 8 of 10 v 121FF301V Confirmations Not applicableSubmitted by: WANG JinhongTitle: Chairman(Director, Secretary or other Duly Authorised Officer)Page 9 of 10 v 121FF301Notes1 The Exchange refers to The Stock Exchange of Hong Kong Limited2 In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), "date of event" should be construed as "cancellation date"In the case of repurchase of shares (shares held as treasury shares), "date of event" should be construed as "date on which shares were repurchased and held by the issuer in treasury"3 The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet cancelled) Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative number4 "Initial Prescribed Threshold”, "Alternative Threshold” and "market value" have the meanings ascribed thereto under Main Board Rule 1332A or 19A28A / GEM Rule 1737A or 2521A See also Main Board Rule 1332D(4) or 19A28D(4) / GEM Rule 1737D(4) or 2521D(4) on the basis of the public float disclosure5 Items (i) to (viii) are suggested forms of confirmation The listed issuer may amend the item(s) that is/are not applicable to meet individual cases Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 1325A / GEM Rule 1727A in relation to the securities issued, or the treasury shares sold or transferred, no further confirmation is required to be made in this return6 “Identical” means in this context:． the securities are of the same nominal value with the same amount called up or paid up;． they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and． they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respectsPage 10 of 10 v 121
ISSUER FOR SECURITIES ON IN
2026-05-07 10:53:18
Announcements & Notices
CLOSURE OF REGISTER OF MEMBERS
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcementCHINA BOHAI BANK CO, LTD渤海銀行股份有限公司(A joint stock company incorporated in the People’s Republic of China with limited liability)(Stock Code: 9668)CLOSURE OF REGISTER OF MEMBERSThe board of directors (the “Board”) of CHINA BOHAI BANK CO, LTD (the “Bank”) hereby announces that the 2025 annual general meeting of the Bank (the “2025 AGM”) will be held on Wednesday, June 17, 2026 The Bank will publish the relevant notice of the meeting and the circular to shareholders and other corporate communication documents in due courseIn order to determine the shareholders who are entitled to attend the 2025 AGM, the register of members of the Bank will be closed from Thursday, May 28, 2026 to Wednesday, June 17, 2026 (both days inclusive) The record date for determining the shareholders’ eligibility to attend and vote at the 2025 AGM is Wednesday, June 17, 2026 In order to attend and vote at the 2025 AGM, holders of H shares of the Bank whose transfer documents have not been registered shall deposit all transfer documents accompanied by the relevant share certificate(s) at the H share registrar of the Bank, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, No 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 pm on Wednesday, May 27, 2026By order of the BoardCHINA BOHAI BANK CO, LTDWANG JinhongChairmanTianjin, ChinaApril 29, 2026As of the date of this announcement, the Board of the Bank comprises Mr WANG Jinhong and Mr QU Hongzhi as executive directors; Mr AU Siu Luen, Ms YUAN Wei, Ms CUI Hongqin, Mr HU Aimin and Mr ZHANG Yunji as non-executive directors; and Mr TSE Yat Hong, Mr SHUM Siu Hung Patrick, Ms WANG Aijian, Mr LIU Junmin, Mr LIU Lanbiao and Mr OUYANG Yong as independent non-executive directors
MEMBERS OF CLOSURE REGISTER
2026-04-29 18:37:40
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