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Announcements & Notices
MONTHLY RETURN OF EQUITY ISSUER ON MOVEMENTS IN SECURITIES FOR THE MONTH ENDED 31 JULY 2025
FF301 Monthly 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 July 2025 Status: New Submission To : Hong Kong Exchanges and Clearing Limited Name of Issuer: CHINA BOHAI BANK CO, LTD Date Submitted: 06 August 2025 I Movements in Authorised / Registered Share Capital 1 Class of shares Ordinary shares Type of shares H Listed on the Exchange (Note 1) Yes Stock code (if listed) 09668 Description Number of authorised/registered shares Par value Authorised/registered share capital Balance at close of preceding month 6,200,555,000 RMB 1 RMB 6,200,555,000 Increase / decrease (-) 0 RMB 0 Balance at close of the month 6,200,555,000 RMB 1 RMB 6,200,555,000 2 Class of shares Other class (specify in description) Type of shares Other type (specify in description) Listed on the Exchange (Note 1) No Stock code (if listed) - Description Domestic Shares Number of authorised/registered shares Par value Authorised/registered share capital Balance at close of preceding month 11,561,445,000 RMB 1 RMB 11,561,445,000 Increase / decrease (-) 0 RMB 0 Balance at close of the month 11,561,445,000 RMB 1 RMB 11,561,445,000 Total authorised/registered share capital at the end of the month: RMB 17,762,000,000 Page 1 of 10 v 111 FF301 II Movements in Issued Shares and/or Treasury Shares 1 Class of shares Ordinary shares Type of shares H Listed on the Exchange (Note 1) Yes Stock code (if listed) 09668 Description Number of issued shares (excluding treasury shares) Number of treasury shares Total number of issued shares Balance at close of preceding month 6,200,555,000 0 6,200,555,000 Increase / decrease (-) 0 0 Balance at close of the month 6,200,555,000 0 6,200,555,000 2 Class of shares Ordinary shares Type of shares Other type(specify in description) Listed on the Exchange (Note 1) No Stock code (if listed) - Description Domestic Shares Number of issued shares (excluding treasury shares) Number of treasury shares Total number of issued shares Balance at close of preceding month 11,561,445,000 0 11,561,445,000 Increase / decrease (-) 0 0 Balance at close of the month 11,561,445,000 0 11,561,445,000 Page 2 of 10 v 111 FF301 III Details of Movements in Issued Shares and/or Treasury Shares (A) Share Options (under Share Option Schemes of the Issuer) Not applicable Page 3 of 10 v 111 FF301 (B) Warrants to Issue Shares of the Issuer Not applicable Page 4 of 10 v 111 FF301 (C) Convertibles (ie Convertible into Shares of the Issuer) Not applicable Page 5 of 10 v 111 FF301 (D) Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes) Not applicable Page 6 of 10 v 111 FF301 (E) Other Movements in Issued Shares and/or Treasury Shares Not applicable Page 7 of 10 v 111 FF301 IV Information about Hong Kong Depositary Receipt (HDR) Not applicable Page 8 of 10 v 111 FF301 V Confirmations Not applicable Submitted by: DU Gang Title: Joint Company Secretary (Director, Secretary or other Duly Authorised Officer) Page 9 of 10 v 111 FF301 Notes 1 The Exchange refers to The Stock Exchange of Hong Kong Limited 2 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 number 4 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 return 5 “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 respects Page 10 of 10 v 111
ISSUER FOR SECURITIES ON IN
2025-08-06 15:22:20
Announcements & Notices
PROXY FORM FOR THE 2025 SECOND EXTRAORDINARY 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 SECOND EXTRAORDINARY GENERAL MEETING I/We(Note 1) of (address)(Note 2) being the holder(s) of Domestic Share(s)/H Share(s)(Note 3) of CHINA BOHAI BANK CO, LTD (the “Bank”), hereby appoint(Note 4) the Chairman of the Meeting, or of (address) as my/our proxy to attend and vote for me/us and on my/our behalf at the 2025 second extraordinary general meeting (“EGM”) to be held at 2:00 pm on Monday, August 18, 2025 at Meeting Room 6702, China Bohai Bank Tower, 218 Haihe East Road, Hedong District, Tianjin, China as indicated hereunder in respect of the resolution set out in the notice of the EGM In the absence of any indication, the proxy may vote at his/her own discretion Unless otherwise indicated, the terms used in this form has the same meaning as defined in the circular of the Bank dated August 1, 2025 SPECIAL RESOLUTION(Note 5) For(Note 6) Against(Note 6) Abstain(Note 6) 1 Amendments to the Articles of Association ORDINARY RESOLUTIONS(Note 5) For(Note 6) Against(Note 6) Abstain(Note 6) 2 Amendments to the Rules of Procedure for Shareholders’ General Meetings 3 Amendments to the Rules of Procedure for the Board of Directors SPECIAL RESOLUTION(Note 5) For(Note 6) Against(Note 6) Abstain(Note 6) 4 Dissolution of the Board of Supervisors Date: , 2025 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 LETTERS 2 Please insert your address(es) as shown in the share register of the Bank in BLOCK LETTERS 3 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 (Domestic 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 EGM of the Bank is preferred, please cross out the words “the Chairman of the Meeting, 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 EGM 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 than one 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 accepted to 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 names of the joint shareholders of the relevant shares stand in the share register 5 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 above two-thirds of voting rights held by the Shareholders (including their proxies) attending the Shareholders’ general meeting 6 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 during the 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 instruction will 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 signatory 7 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 the hand 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, the powers of attorney or other instruments of authorization shall be notarised 8 If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed 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 behalf of the appointor) For holders of H Shares, the proxy form should be returned to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong For holders of Domestic Shares, this form of proxy should be returned to the office of the board 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 EGM or any adjournment thereof Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and, in such event, the proxy form shall be deemed to have been revoked PERSONAL INFORMATION COLLECTION STATEMENT Your 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 of a 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) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes 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 Your and 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 correction of 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 by mail to the Bank/Computershare Hong Kong Investor Services Limited at the above addresses
THE SECOND EXTRAORDINARY FOR GENERAL
2025-07-31 17:22:57
Announcements & Notices
NOTICE OF 2025 SECOND EXTRAORDINARY GENERAL MEETING
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice 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) NOTICE OF 2025 SECOND EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that the 2025 second extraordinary general meeting of CHINA BOHAI BANK CO, LTD (the “Bank”) (the “2025 Second EGM”) will be held at Meeting Room 6702, China Bohai Bank Tower, 218 Haihe East Road, Hedong District, Tianjin, China at 2:00 pm on Monday, August 18, 2025 for the purpose of considering, and if thought fit, passing the following resolutions: SPECIAL RESOLUTION 1 Amendments to the Articles of Association ORDINARY RESOLUTIONS 2 Amendments to the Rules of Procedure for Shareholders’ General Meetings 3 Amendments to the Rules of Procedure for the Board of Directors SPECIAL RESOLUTION 4 Dissolution of the Board of Supervisors The detailed resolution mentioned above is set out in the Bank’s circular dated August 1, 2025 in respect of convening the 2025 Second EGM The 2024 Assessment Report on Qualification of Major Shareholders and Related Matters of CHINA BOHAI BANK CO, LTD (written report) will also be listened to at the 2025 Second EGM By order of the Board CHINA BOHAI BANK CO, LTD WANG Jinhong Chairman August 1, 2025 – 1 – Notes: 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 the 2025 Second EGM will be taken by poll 2 In order to determine the Shareholders who are entitled to attend the 2025 Second EGM, the register of members of the Bank will be closed from Wednesday, August 13, 2025 to Monday, August 18, 2025 (both days inclusive) The record date for determining the Shareholders’ eligibility to attend and vote at the 2025 Second EGM is Monday, August 18, 2025 In order to attend and vote at the 2025 Second EGM, 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 Tuesday, August 12, 2025 3 Shareholders who are entitled to attend and vote at the meeting may appoint one or more proxies to attend and vote on their behalves A proxy need not be a shareholder of the Bank 4 A shareholder shall entrust the proxy in writing The written power of attorney shall be signed by the principal or by the proxy entrusted thereby in writing; if the principal is a legal person or other institution, the power of attorney shall be signed under the seal of the legal person or under the hand of its legal representative or other representative duly authorized 5 If you intend to appoint a proxy to attend the 2025 Second EGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon For holders of H shares, the proxy form (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 behalf of the appointor) should be returned to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong For holders of domestic shares, the above document(s) should be returned to the office of the board 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 Second EGM or any adjournment thereof Completion and return of the proxy form will not preclude you from attending and voting in person at the 2025 Second EGM or any adjournment thereof should you so wish and, in such event, the proxy form shall be deemed to have been revoked 6 The meeting is expected to last for no more than half a day Shareholders who attend the meeting in person or by proxy shall bear their own traveling, dining and accommodation expenses Shareholders or their proxies shall produce their identity documents when attending the meeting As of the date of this notice, the Board comprises Mr WANG Jinhong and Mr QU Hongzhi as executive directors; Mr AU Siu Luen, Ms YUAN Wei, Mr DUAN Wenwu, 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 – 2 –
GENERAL OF EXTRAORDINARY SECOND MEETING
2025-07-31 17:22:18
Announcements & Notices
CIRCULAR FOR THE 2025 SECOND EXTRAORDINARY GENERAL MEETING
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser If you have sold or transferred all your Shares in CHINA BOHAI BANK CO, LTD, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibilities for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular 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) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS AND NOTICE OF 2025 SECOND EXTRAORDINARY GENERAL MEETING The Bank will convene the 2025 Second EGM at 2:00 pm on Monday, August 18, 2025 at Meeting Room 6702, China Bohai Bank Tower, 218 Haihe East Road, Hedong District, Tianjin, China Notice of the 2025 Second EGM is set out in this circular and is also published on the website of The Hong Kong Exchanges and Clearing Limited (wwwhkexnewshk) and the website of the Bank (wwwcbhbcomcn) If you intend to appoint a proxy to attend the 2025 Second EGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon For holders of H Shares, the proxy form should be returned to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong For holders of Domestic Shares, the proxy form should be returned to the office of the Board 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 Second EGM or any adjournment thereof Completion and return of the proxy form will not preclude you from attending and voting in person at the 2025 Second EGM or any adjournment thereof should you so wish and, in such event, the proxy form shall be deemed to have been revoked This circular is prepared in both Chinese and English In case of any discrepancies between the Chinese and English versions, the Chinese version shall prevail August 1, 2025 CONTENTS Page DEFINITIONS 1 LETTER FROM THE BOARD 3 INTRODUCTION 3 AMENDMENTS TO THE ARTICLES OF ASSOCIATION 4 AMENDMENTS TO THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS 4 AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD 5 DISSOLUTION OF THE BOARD OF SUPERVISORS 5 MATTERS TO BE LISTENED TO AT THE 2025 SECOND EGM 6 2025 SECOND EGM 6 CLOSURE OF REGISTER OF MEMBERS 6 VOTING METHOD OF 2025 SECOND EGM 7 RECOMMENDATION 7 APPENDIX I Comparative Table of the Amendments of the Articles of Association of CHINA BOHAI BANK CO, LTD (Amended in 2025) 8 APPENDIX II Comparative Table of the Amendments of the Rules of Procedure for Shareholders’ General Meetings of CHINA BOHAI BANK CO, LTD (Amended in 2025) 128 APPENDIX III Comparative Table of the Amendments of the Rules of Procedure for the Board of Directors of CHINA BOHAI BANK CO, LTD (Amended in 2025) 158 WRITTEN REPORT OF MATTERS TO BE LISTENED TO 179 NOTICE OF 2025 SECOND EXTRAORDINARY GENERAL MEETING 184 – i – DEFINITIONS In this circular, unless the context otherwise requires, the following terms shall have the following meanings: “2025 Second EGM” the 2025 second extraordinary general meeting of the Bank to be held at Meeting Room 6702, China Bohai Bank Tower, 218 Haihe East Road, Hedong District, Tianjin, China at 2:00 pm on Monday, August 18, 2025 “Articles of Association” the Articles of Association of CHINA BOHAI BANK CO, LTD (as amended, supplemented or otherwise modified 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 Shareholder(s)” the holder(s) of Domestic Share(s) “Domestic Share(s)” ordinary share(s) issued by the Bank with a nominal value of RMB100 each, which are subscribed for or credited as paid up in Renminbi “Group” the Bank and its subsidiary “H Shareholder(s)” the holder(s) of H Share(s) “H Share(s)” the overseas listed foreign share(s) issued by the Bank with a nominal value of RMB100 each, which are subscribed for and traded in Hong Kong Dollars and listed and traded on the Hong Kong Stock Exchange “HK$” or “HKD” or “Hong Hong Kong dollars, the lawful currency of Hong Kong Kong dollars” “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited – 1 – DEFINITIONS “Notice of the 2025 Second the notice of the 2025 Second EGM EGM” “PRC” the People’s Republic of China “RMB” or “Renminbi” Renminbi, the lawful currency of the PRC “Shareholder(s)” the holder(s) of the Share(s) “Share(s)” the Domestic Share(s) and H Share(s) “Supervisor(s)” the supervisor(s) of the Bank “%” percent – 2 – LETTER FROM THE BOARD 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) Executive Directors: Registered Address and Mr WANG Jinhong (Chairman) Office Address: Mr QU Hongzhi 218 Haihe East Road Hedong District Non-executive Directors: Tianjin Mr AU Siu Luen (Vice Chairman) PRC Ms YUAN Wei Mr DUAN Wenwu Principal Place of Business Mr HU Aimin in Hong Kong: Mr ZHANG Yunji Suites 1201-1209 and 1215-1216 12/F, Two International Finance Centre Independent Non-executive Directors: Central Mr TSE Yat Hong Hong Kong Mr SHUM Siu Hung Patrick Ms WANG Aijian Mr LIU Junmin Mr LIU Lanbiao Mr OUYANG Yong To the Shareholders Dear Sir/Madam, PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS AND NOTICE OF 2025 SECOND EXTRAORDINARY GENERAL MEETING INTRODUCTION The purpose of this circular is to provide you with the Notice of the 2025 Second EGM and to provide you with all the reasonable and necessary information (1) Amendments to the Rules of Procedure for the Shareholders’ General Meeting and (2) Amendments to the Rules of Procedure for the Board of Directors will be proposed as ordinary resolution to Shareholders’ general meeting at the 2025 Second EGM for consideration (1) Amendments to the Articles of Association and (2) the dissolution of the Board of Supervisors will be proposed as special resolution to Shareholders’ general meeting at the 2025 Second EGM for consideration Furthermore, this circular also includes written reports of matters to be listened to at the 2025 Second EGM – 3 – LETTER FROM THE BOARD AMENDMENTS TO THE ARTICLES OF ASSOCIATION Pursuant to the national laws and regulations, the latest regulatory requirements of the banking regulatory authorities and securities regulatory authorities, as well as the relevant arrangements of the reform of the Board of Supervisors of the Bank, the Bank proposes to amend the Articles of Association of the Bank, and has drafted the Articles of Association of China Bohai Bank Co, Ltd (Amended in 2025) The amendments to the Articles of Association shall become effective on the date on which they are approved by the regulatory authorities upon the approval by the Shareholders’ general meeting The Board also proposes to the Shareholders’ general meeting to authorize the Board and agrees that the Board shall further delegate to the chairman to make corresponding amendments, apply for the approval of the amendments to the Articles of Association, file with the market supervision and administration authority and deal with other matters in accordance with the opinions or requirements, if any, of the regulatory authorities, the stock exchange of the place where the Bank’s shares are listed and relevant authorities on the Articles of Association of China Bohai Bank Co, Ltd (Amended in 2025) Subject to the Board obtaining the above authority from the Shareholders’ general meeting, the Board agree to delegate such authority to the chairman The above matters have been considered and approved by the Board on July 25, 2025 For details of the comparative table of the amendments of the Articles of Association of China Bohai Bank Co, Ltd (Amended in 2025), please refer to the Appendix I AMENDMENTS TO THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETING Pursuant to the national laws and regulations, the latest regulatory requirements of the banking regulatory authorities and securities regulatory authorities, and the needs of the Bank’s corporate governance practices, the Bank proposes to amend the Rules of Procedure for Shareholders’ General Meeting of China Bohai Bank Co, Ltd, and has drafted the Rules of Procedure for Shareholders’ General Meeting of China Bohai Bank Co, Ltd (Amended in 2025) The amendments to the Rules of Procedure for Shareholders’ General Meeting shall become effective on the same date as the Articles of Association of China Bohai Bank Co, Ltd (Amended in 2025), subject to the approval of the Shareholders’ general meeting The Board also proposes to the Shareholders’ general meeting to authorize the Board and agrees that the Board shall further delegate to the chairman to make corresponding amendments, apply for the approval of the amendments to the Articles of Association, file with the market supervision and administration authority and deal with other matters in accordance with the opinions or requirements, if any, of the regulatory authorities, the stock exchange of the place where the Bank’s shares are listed and relevant authorities on the Rules of Procedure for Shareholders’ General Meeting of China Bohai Bank Co, Ltd (Amended in 2025) Subject to the Board obtaining the above authority from the Shareholders’ general meeting, the Board agree to delegate such authority to the chairman – 4 – LETTER FROM THE BOARD The above matters have been considered and approved by the Board on July 25, 2025 For details of the comparative table of the amendments of the Rules of Procedure for Shareholders’ General Meeting of China Bohai Bank Co, Ltd (Amended in 2025), please refer to the Appendix II AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD Pursuant to the national laws and regulations, the latest regulatory requirements of the banking regulatory authorities and securities regulatory authorities, and the needs of the Bank’s corporate governance practices, the Bank proposes to amend the Rules of Procedure for the Board of Directors of China Bohai Bank Co, Ltd, and has drafted the Rules of Procedure for the Board of Directors of China Bohai Bank Co, Ltd (Amended in 2025) The amendments to the Rules of Procedure for the Board shall become effective on the same date as the Articles of Association of China Bohai Bank Co, Ltd (Amended in 2025), subject to the approval of the Shareholders’ general meeting The Board also proposes to the Shareholders’ general meeting to authorize the Board and agrees that the Board shall further delegate to the chairman to make corresponding amendments, apply for the approval of the amendments to the Articles of Association, file with the market supervision and administration authority and deal with other matters in accordance with the opinions or requirements, if any, of the regulatory authorities, the stock exchange of the place where the Bank’s shares are listed and relevant authorities on the Rules of Procedure for the Board of Directors of China Bohai Bank Co, Ltd (Amended in 2025) Subject to the Board obtaining the above authority from the Shareholders’ general meeting, the Board agree to delegate such authority to the chairman For details of the comparative table of the amendments of the Rules of Procedure for the Board of Directors of China Bohai Bank Co, Ltd (Amended in 2025), please refer to the Appendix III DISSOLUTION OF THE BOARD OF SUPERVISORS For the purposes of optimizing the corporate governance structure and enhancing the operational efficiency of corporate governance, in accordance with the relevant requirements of the Company Law of the People’s Republic of China and the National Financial Regulatory Administration on the establishment of the board of supervisors, and upon consideration and approval by the Board on July 25, 2025, the Bank proposes to dissolve the Board of Supervisors, and the Audit and Consumer Rights Protection Committee of the Board shall take over the duties and responsibilities of the Board of Supervisors in accordance with the law The special committees under the Board of Supervisors shall be abolished at the same time Upon dissolution of the Board of Supervisors, the existing supervisors of the Bank will cease to act as supervisors of the Bank, and the relevant corporate governance documents of the Board of Supervisors such as the Rules of Procedure for the Board of Supervisors of China Bohai Bank Co, Ltd, the Supervisory and Administrative Measures of the Board of Supervisors of China Bohai Bank Co, Ltd (《渤海銀行股份有限公司監事會監督管理辦法》), as well as the other relevant documents that have been approved and put into effect by the Board of Supervisors – 5 – LETTER FROM THE BOARD shall be repealed accordingly The Dissolution of the Board of Supervisors shall take effect on the same date as the Articles of Association of China Bohai Bank Co, Ltd (Amended in 2025) upon the approval by the Shareholders’ general meeting of the Bank MATTERS TO BE LISTENED TO AT THE 2025 SECOND EGM The 2024 Assessment Report on Qualification of Major Shareholders and Related Matters of CHINA BOHAI BANK CO, LTD (written report) will also be listened to at the 2025 Second EGM 2025 SECOND EGM The Bank will convene the 2025 Second EGM at 2:00 pm on Monday, August 18, 2025 at Meeting Room 6702, China Bohai Bank Tower, 218 Haihe East Road, Hedong District, Tianjin, China Notice of the 2025 Second EGM is set out on pages 184 to 185 of this circular If you intend to appoint a proxy to attend the 2025 Second EGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon For holders of H Shares, the proxy form should be returned to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong For holders of Domestic Shares, the proxy form should be returned to the office of the Board 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 Second EGM or any adjournment thereof Completion and return of the proxy form will not preclude you from attending and voting in person at the 2025 Second EGM or any adjournment thereof should you so wish CLOSURE OF REGISTER OF MEMBERS In order to determine the Shareholders who are entitled to attend the 2025 Second EGM, the register of members of the Bank will be closed from Wednesday, August 13, 2025 to Monday, August 18, 2025 (both days inclusive) The record date for determining the Shareholders’ eligibility to attend and vote at the 2025 Second EGM is Monday, August 18, 2025 In order to attend and vote at the 2025 Second EGM, 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 Tuesday, August 12, 2025 – 6 – LETTER FROM THE BOARD VOTING METHOD OF 2025 SECOND EGM According to the Listing Rules, the voting of resolutions at the 2025 Second EGM will be taken by poll The relevant poll results will be published on the website of The Hong Kong Exchanges and Clearing Limited at wwwhkexnewshk and the Bank’s website at wwwcbhbcomcn Please be advised that in accordance with Article 69 of the Articles of Association, when the credit extended by the Bank to a shareholder (in particular, substantial shareholder) is overdue, or if a shareholder pledges 50% or more of his/her equity in the Bank, the voting rights of such shareholder at the Shareholders’ general meetings and of director(s) appointed by such shareholder at Board meetings shall be subject to restriction RECOMMENDATION The Board is of the opinion that the above resolutions proposed are in the interests of the Bank and the Shareholders as a whole Thus, the Board recommends that the Shareholders should vote in favor of all the relevant resolutions proposed at the 2025 Second EGM Yours faithfully, By order of the Board CHINA BOHAI BANK CO, LTD WANG Jinhong Chairman Tianjin, China August 1, 2025 – 7 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) The proposed amendments to the Articles of Association are set out in the table below (deletions appear as strikethrough, additions appear underlined and bold) The English version of the proposed amendments is for reference only In case of discrepancies between the English and Chinese versions, the Chinese version shall prevail 2022 Amended Articles 2025 Proposed Amended Articles Article 1 To protect the legitimate rights and Article 1 To protect the legitimate rights and interests of CHINA BOHAI BANK CO, LTD interests of CHINA BOHAI BANK CO, LTD (hereinafter referred to as the “Bank”), shareholders (hereinafter referred to as the “Bank”), and creditors and regulate the organization and acts shareholders, employees and creditors and regulate of the Bank, these Articles are formulated in the organization and acts of the Bank, these Articles accordance with the Company Law of the People’s are formulated in accordance with the Company Republic of China (hereinafter referred to as the Law of the People’s Republic of China (hereinafter “Company Law”), the Securities Law of the referred to as the “Company Law”), the Securities People’s Republic of China, the Commercial Law of the People’s Republic of China, the Banking Law of the PRC (hereinafter referred to as Commercial Banking Law of the PRC (hereinafter the “Commercial Banking Law”), the Special referred to as the “Commercial Banking Law”), the Regulations of the State Council on the Overseas Special Regulations of the State Council on the Offering and Listing of Shares by Joint Stock Overseas Offering and Listing of Shares by Joint Limited Companies (hereinafter referred to as the Stock Limited Companies (hereinafter referred to as “Special Regulations”), the Interim Measures for the “Special Regulations”), the Interim Measures the Equity Management of Commercial Banks, the for the Equity Management of Commercial Banks, Code of Corporate Governance of Banking and the Code of Corporate Governance of Banking and Insurance Institutions, the Provisional Rules on Insurance Institutions, the Provisional Rules on Major Shareholders’ Conduct of Banking and Major Shareholders’ Conduct of Banking and Insurance Institutions, the Mandatory Provisions for Insurance Institutions, the Mandatory Provisions for Articles of Association of Companies to be Listed Articles of Association of Companies to be Listed Overseas (hereinafter referred to as the “Mandatory Overseas (hereinafter referred to as the “Mandatory Provisions”) and other PRC laws and the Rules Provisions”) and other PRC laws and Interim Governing the Listing of Securities on The Stock Measures for the Administration of Overseas Exchange of Hong Kong Limited (hereinafter Securities Offering and Listing by Domestic referred to as the “Hong Kong Listing Rules”) as Enterprises and other PRC laws as well as well as relevant regulations of the securities relevant regulations of the securities regulatory regulatory authorities of the place where the Bank’s authorities of the place where the Bank’s shares shares are listed (collectively referred to as “laws are listed, the Rules Governing the Listing of and regulations” together with the “PRC laws”) Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “Hong Kong Listing Rules”) as well as relevant regulations of the securities regulatory authorities of the place where the Bank’s shares are listed (hereinafter collectively referred to as “laws and regulations” together with the “PRC laws”) – 8 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles The “PRC laws” referred to in these Articles refer to The “PRC laws” referred to in these Articles refer to laws, regulations, rules, judicial interpretations and laws, regulations, rules, judicial interpretations and notices officially issued by legislatures and other notices officially issued by legislatures and other government authorities of the PRC at all levels government authorities, administrative authorities (including any amendments, revisions, and legal authorities of the PRC at all levels reformulations or combinations of such PRC laws (including any amendments, revisions, and any regulations, rules, judicial interpretations or reformulations or combinations of such PRC laws notices issued in accordance with such PRC laws, and any regulations, rules, judicial interpretations or but excluding laws, regulations and judicial notices issued in accordance with such PRC laws, precedents of the Hong Kong Special but excluding laws, regulations and judicial Administrative Region (hereinafter referred to as precedents of the Hong Kong Special “Hong Kong”), the Macau Special Administrative Administrative Region (hereinafter referred to as Region and Taiwan) “Hong Kong”), the Macau Special Administrative Region and Taiwan) Article 7 The chairman of the Board is the legal Article 7 The chairman of the Board is the legal representative of the Bank representative of the Bank Where the chairman of the Board resigns, he/she shall be deemed to have resigned from the position of the legal representative at the same time The Bank shall appoint a new legal representative in accordance with the laws and regulations and these Articles Article 8 The assets of the Bank are divided into Article 8 The assets of the Bank are divided into shares of equal par value The shareholders are shares of equal par value The shareholders are responsible for the Bank to the extent of the shares responsible for the Bank to the extent of the shares they have subscribed for The Bank is responsible they have subscribed for The Bank is responsible for its debts with all of its assets for its debts with all of its assetsproperty Article 9 From the date on which these Articles Article 9 From the date on which these Articles become effective, these Articles shall constitute a become effective, these Articles shall constitute a legally binding document that regulates the legally binding document that regulates the organization and acts of the Bank and the rights and organization and acts of the Bank and the rights and obligations between the Bank and its shareholders obligations between the Bank and its shareholders and between shareholders inter se These Articles and between shareholders inter se These Articles shall be binding upon the Bank and its Party shall be binding upon the Bank and its Party organizations, shareholders, directors, supervisors organizations, shareholders, directors, supervisors and senior management members, who shall have and senior management members, who shall have the right to make any claims and propositions the right to make any claims and propositions regarding the Bank’s affairs based on these Articles regarding the Bank’s affairs based on these Articles – 9 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Pursuant to these Articles, the Bank may pursue Pursuant to these Articles, the Bank may pursue actions against shareholders, directors, supervisors actions against shareholders, directors, supervisors and senior management members, and shareholders and senior management members, and shareholders may pursue actions against other shareholders, the may pursue actions against other shareholders, the Bank and its directors, supervisors and senior Bank and its directors, supervisors and senior management members management members The actions, as referred to in the preceding The actions, as referred to in the preceding paragraph, include the instituting of legal paragraph, include the instituting of legal proceedings with a court or filing with an arbitration proceedings with a court or filing with an arbitration tribunal for arbitration tribunal for arbitration Article 10 “Directors” as referred to in these Article 10 “Directors” as referred to in these Articles, unless the context indicates otherwise or Articles, unless the context indicates otherwise or there are special instructions, include all members there are special instructions, include all members of the Board who hold the positions of executive of the Board who hold the positions of executive director and non-executive director (including director and non-executive director (including independent director) independent director) “Supervisors” as referred to in these Articles, unless “Supervisors” as referred to in these Articles, unless the context indicates otherwise or there are special the context indicates otherwise or there are special instructions, include all members of the Board of instructions, include all members of the Board of Supervisors who hold the positions of shareholder Supervisors who hold the positions of shareholder supervisor, employee supervisor and external supervisor, employee supervisor and external supervisor supervisor “Senior management members” as referred to in “Senior management members” as referred to in these Articles, unless the context indicates these Articles, unless the context indicates otherwise or there are special instructions, include otherwise or there are special instructions, include the president, vice president, secretary to the Board, the president, vice president, secretary to the Board, Chief Financial Officer and Chief Risk Management Chief Financial Officer, and Chief Risk Officer of the Bank, General Counsel and other Management Officer, Chief Compliance Officer members determined by the Board and Chief Information Officer of the Bank, General Counsel and other members determined by The aforesaid directors and senior management the Board members shall have the job qualifications specified by the regulatory authorities and have the The aforesaid directors and senior management qualifications approved by or filed with the members shall have the job qualifications specified regulatory authorities by the regulatory authorities and have the qualifications approved by or filed with the regulatory authorities – 10 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 11 The business activities of the Bank are Article 11 The business activities of the Bank are subject to the supervision and management of the subject to the supervision and management of the China Banking and Insurance Regulatory China Banking and Insurance Regulatory Commission (hereinafter referred to as the Commission (hereinafter referred to as the “CBIRC”) and local offices thereof as well as of the “CBIRC”) banking regulatory authorities of the People’s Bank of China and local offices thereof State Council and local offices thereof as well as of The Bank, as an independent legal entity, conducts the People’s Bank of China and local offices financial business according to law without thereof The Bank, as an independent legal entity, interference from any organization or individual conducts financial business according to law without interference from any organization or individual Article 13 The Bank may invest in other enterprises Article 13 The Bank may invest in other enterprises in accordance with laws and regulations However, in accordance with laws and regulations However, unless otherwise provided by laws and regulations, unless otherwise provided by laws and regulations, the Bank shall not be an investor bearing joint Where the provision of laws specifies that the liability for its invested enterprises Bank shall not be an investor bearing joint liability for its invested enterprises, such provision shall prevail Article 14 In accordance with the Constitution of Article 14 In accordance with the Constitution of Communist Party of China and relevant provisions Communist Party of China and relevant provisions of laws and regulations, the Bank establishes of laws and regulations, the Bank establishes organizations of the Communist Party of China at organizations of the Communist Party of China at all levels and of all sectors all across the PRC all levels and of all sectors all across the PRC Under the leadership of the Party, the Party Under the leadership of the Party, the Party committee plays the leading role in taking the committee plays the leading role in taking the direction, managing the overall situation and direction, managing the overall situation and promoting the implementation, and discusses and promoting ensuring the implementation, and decides major matters of the Bank in accordance discusses and decides major matters of the Bank in with the provisions The Bank establishes a work accordance with the provisions The Bank body of the Party, allocates a sufficient number of establishes a work body of the Party, allocates a staff members responsible for party affairs, and sufficient number of staff members responsible for appropriate funds for the overhead expenses of the party affairs, and appropriate funds for the overhead Party organizations expenses of the Party organizations – 11 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 16 With the approval of CBIRC, SAFE and Article 16 With the approval of CBIRC, the registration authority of the Bank, the Bank’s scope banking regulatory authorities of the State of business includes: Council and SAFE and registration authority of the Bank, the Bank’s scope of business includes: (I) taking deposits from the general public; (I) taking deposits from the general public; (II) granting short, medium and long-term loans; (II) granting short, medium and long-term loans; (III) handling domestic and foreign settlement; (III) handling domestic and foreign settlement; (IV) handling bill acceptance and discounting; (IV) handling bill acceptance and discounting; (V) issuing financial securities; (V) issuing financial securities; (VI) issuing, cashing and undertaking government bonds as agent; (VI) issuing, cashing and undertaking government bonds as agent; (VII) trading government bonds and financial bonds; (VII) trading government bonds and financial bonds; (VIII) engaging in inter-bank borrowing and lending; (VIII) engaging in inter-bank borrowing and lending; (IX) trading or agency trading of foreign exchange; (IX) trading or agency trading of foreign exchange; (X) settlement and sales of foreign exchange; (X) settlement and sales of foreign exchange; (XI) bank card business; (XI) bank card business; (XII) provision of letters of credit services and guarantee; (XII) provision of letters of credit services and guarantee; (XIII) agency collection and payments and part- time insurance agency; (XIII) agency collection and payments and part- time insurance agency; – 12 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (XIV) provision of safe-box service; (XIV) provision of safe-box service; (XV) engaging in derivatives trading business; (XV) engaging in derivatives trading business; (XVI) asset custody service; (XVI) asset securities investment fund custody and insurance fund custody service; (XVII) sale of securities investment funds; and (XVII) sale of securities investment funds; and (XVIII) other businesses approved by CBIRC and other regulatory authorities (XVIII) other businesses approved by CBIRC the banking regulatory authorities of the State The scope of business as referred to in the preceding Council and other regulatory authorities paragraph shall be approved by the registration authority of the Bank The Bank may adjust its The scope of business as referred to in the preceding scope of business and complete relevant adjustment paragraph shall be approved by the registration procedures with the industrial and commercial authority of the Bank The Bank may adjust its registration authority according to domestic and scope of business and complete relevant adjustment foreign market changes, business development and change of registration procedures with the its own abilities industrial and commercial registration authority according to domestic and foreign market changes, business development and its own abilities Article 17 The Bank shall have ordinary shares at Article 17 The Bank shall have ordinary shares at any time If necessary, the Bank may have other any time If necessary, the Bank may issue classes of shares such as preference shares classified shares with priority or inferior rights according to applicable laws and regulations upon to profit or residual distribution of profits or approval by the approval authority authorized by the have other classes of classified shares such as State Council preference shares according to applicable laws and regulations upon approval by the approval authority authorized as provided for by the State Council Article 18 The Bank shall issue shares in a fair and Article 18 The Bank shall issue shares in a an open, just manner, and each share of the same class shall fair and just manner, and each share of the same have the same right Shares of the same class issued class shall have the same right Shares of the same at the same time shall be issued under the same class issued at the same time shall be issued under conditions and at the same price; any entity or the same conditions and at the same price; any individual shall pay the same price for each share entity or individual subscribers shall pay the same subscribed price for each share subscribed – 13 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 19 As examined or approved by the banking Article 19 As examined or approved by the banking regulatory authorities and the securities regulatory regulatory authorities of the State Council, and authorities of the State Council, the Bank may offer registered or filed with the securities regulatory its shares to both domestic and overseas investors authorities of the State Council, the Bank may offer its shares to both domestic and overseas investors Overseas investors as referred to in the preceding paragraph shall mean those investors in foreign Overseas investors as referred to in the preceding countries and Hong Kong, Macau Special paragraph shall mean those investors in foreign Administrative Region or Taiwan who subscribe for countries and Hong Kong, Macau Special shares of the Bank Domestic investors shall mean Administrative Region or Taiwan who subscribe for those investors in the PRC, excluding the shares of the Bank Domestic investors shall mean aforementioned regions, who subscribe for shares of those investors in the PRC, excluding the the Bank aforementioned regions, who subscribe for shares of the Bank Article 20 Shares issued by the Bank to domestic investors for subscription in RMB shall be referred to as Domestic Shares Shares issued by the Bank to overseas investors for subscription in foreign currencies shall be referred to as Foreign Shares The foreign shares that are listed overseas shall be referred to as overseas listed Foreign Shares Foreign currency referred to in the preceding paragraph refers to the statutory currency, other than RMB, of another country or region, which is Deleted recognized by the foreign exchange authority of the State and can be used to pay the Bank for the shares The overseas listed Foreign Shares issued by the Bank that are listed on The Stock Exchange of Hong Kong Limited (hereinafter referred to as “Hong Kong Stock Exchange”) shall be referred to as H Shares H Shares are shares listed on the Hong Kong Stock Exchange upon approval, with nominal values stated in RMB, and subscribed for and traded in HK$ – 14 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles As permitted by relevant laws and regulations and approved by the banking regulatory authorities, the securities regulatory authorities of the State Council and other regulatory authorities, shareholders of the Bank may trade their unlisted shares in an overseas stock exchange The listing and trading of the aforesaid shares in an overseas stock exchange shall comply with the regulatory procedures, regulations and requirements prescribed by the overseas stock market If the shares held by shareholders of the Bank are approved to be listed on and traded in an overseas stock exchange, the shares shall change into H Shares Article 21 At the time of its establishment, the Bank Article 20 At the time of its establishment, the Bank issued 5,000,000,000 shares to the promoters, issued 5,000,000,000 shares to the promoters, accounting for 100% of all ordinary shares that can accounting for 100% of all ordinary shares that can be issued by the Bank at that time be issued by the Bank at that time Upon approval by the approval authority authorized Upon approval by the approval authority authorized by the State Council, the Bank may issue a total by the State Council, the Bank may has issued a number of 17,762,000,000 ordinary shares total number of 17,762,000,000 ordinary shares The equity structure of the Bank: 17,762,000,000 The equity structure of the Bank: 17,762,000,000 ordinary shares, including 11,561,445,000 Domestic ordinary shares, including 11,561,445,000 Domestic Shares, accounting for 6509% of the total ordinary Shares domestic unlisted shares, accounting for shares that can be issued by the Bank; and 6509% of the total ordinary shares that can be have 6,200,555,000 H Shares, accounting for 3491% of been issued by the Bank; and 6,200,555,000 shares the total ordinary shares that can be issued by the listed on The Stock Exchange of Hong Kong Bank Limited (hereinafter referred to as the “Hong Kong Stock Exchange”) (hereinafter referred to as “H Shares”), accounting for 3491% of the total ordinary shares that can be have been issued by the Bank The domestic unlisted shares referred to in the preceding paragraph refer to non-H shares issued by the Bank but not listed or traded on domestic stock exchanges The Bank’s domestic unlisted shares are centrally registered and deposited with China Securities Depository and Clearing Corporation Limited The registration and clearing arrangements for overseas listed shares are subject to the regulations of the overseas listing place – 15 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 22 After the plan of the Bank for the offering of overseas listed Foreign Shares and Domestic Shares has been approved by the securities regulatory authorities of the State Council, the Board of the Bank may arrange for implementation of such plan by means of separate issues Deleted The plan of the Bank for the offering of overseas listed Foreign Shares and Domestic Shares in accordance with the preceding paragraph may be implemented separately within 15 months from the date of approval by the securities regulatory authorities of the State Council Article 23 If the Bank offers overseas listed Foreign Shares and Domestic Shares within the total number of shares specified in the offering plan, each such offering shall be fully subscribed for in one time, or if any special circumstances make it impossible for Deleted each such offering to be fully subscribed for in one time, the shares may be offered in installments, subject to the approval of the securities regulatory authorities of the State Council Article 21 The Bank and its subsidiaries shall not provide gifts, loans, guarantees or other financial assistance to others for the purpose of acquiring Newly Added shares of the Bank, except for the implementation of the Bank’s employee shareholding schemes or as otherwise provided by the laws and regulations Article 24 In light of the demands of operation and Article 22 In light of the demands of operation and business development and based on laws and business development and based on laws and regulations, after obtaining the consent of regulations, after obtaining the consent of shareholders through resolutions at the shareholders through resolutions at the Shareholders’ general meeting and the approval of Shareholders’ general meeting and the approval of relevant authorities of the State, the Bank may relevant authorities of the State, the Bank may increase its capital by the following means: increase its capital by the following means: (I) offering new shares to non-specific investors; (I) offering new shares to non-specific investors; (II) placing new shares to existing shareholders; (I) placing new shares to existing shareholders public offering of shares; – 16 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (III) distributing new shares to existing (II) private offering of shares; shareholders; (III) distributing new bonus shares to existing (IV) converting funds in the capital reserve into shareholders; share capital; and (IV) converting funds in the capital reserve into (V) other means stipulated by laws and regulations share capital; and and approved by relevant authorities of the State (V) other means stipulated by laws and regulations The Bank’s increase of capital by issuing new and approved by relevant authorities of the State shares shall be conducted in accordance with the procedures provided in the laws and regulations, The Bank’s increase of capital by issuing new after being approved according to these Articles shares shall be conducted in accordance with the procedures provided in the laws and regulations, after being approved according to these Articles Article 26 The Bank must prepare a balance sheet Article 24 The Bank must shall prepare a balance and a list of its property when decreasing its sheet and a list of its property when decreasing its registered capital registered capital The Bank shall notify its creditors within 10 days The Bank shall notify its creditors within 10 days following the date of passing the resolution on following the date of passing the resolution on decrease of registered capital and shall publish an decrease of registered capital and shall publish an announcement in a newspaper within 30 days The announcement in a newspaper within 30 days The creditors shall be entitled to require the Bank to pay creditors shall be entitled to require the Bank to pay the debts or provide corresponding guarantee within the debts or provide corresponding guarantee within 30 days of receiving the written notice, or within 45 30 days of receiving the written notice, or within 45 days of the date of announcement for those who days of the date of announcement for those who have not received the written notice have not received the written notice The Bank’s registered capital shall not, after The Bank’s registered capital shall not, after decrease of capital, be less than the statutory decrease of capital, be less than the statutory minimum limit minimum limit – 17 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 28 The Bank may repurchase its shares in Article 26 The Bank may acquire its shares any of the following ways according to laws and through public centralized trading or other regulations and/or with approval from relevant means permitted by laws and regulations and the competent authority of the State: securities regulatory authorities of the State Council (I) making a pro rata offer of repurchase to all of its shareholders; Where the Bank acquires its shares in accordance with (III), (V) and (VI) of Paragraph (II) repurchasing shares through public transaction 1 of Article 25 of these Articles, the acquisition on a stock exchange; shall be made through public centralized trading (III) repurchasing shares through an off-market The Bank may repurchase its shares in any of the agreement; and following ways according to laws and regulations and/or with approval from relevant competent (IV) other ways as approved by laws and regulations authority of the State: and the regulatory authorities (I) making a pro rata offer of repurchase to all of its shareholders; (II) repurchasing shares through public transaction on a stock exchange; (III) repurchasing shares through an off-market agreement; and (IV) other ways as approved by laws and regulations and the regulatory authorities Article 29 A prior approval shall be obtained from the Shareholders’ general meeting in respect of any share repurchase by the Bank through an off-market agreement in accordance with the provisions of these Articles After the Shareholders’ general meeting has given its prior approval in the same way, the Bank may rescind or alter any contracts entered into in the said manner or waive any rights under such contracts Deleted The contract to repurchase shares as referred to in the preceding paragraph includes, but not limited to, an agreement to become obliged to repurchase or to acquire the right to repurchase shares The Bank shall not assign a contract for repurchasing its shares or any of its rights thereunder – 18 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 31 Unless the Bank is undergoing liquidation, it shall comply with the following requirements with respect to a repurchase of its outstanding shares: (I) for repurchases of shares by the Bank at their par value, payment shall be made from the book balance of its distributable profits or from the proceeds of a new issuance of shares for that purpose; (II) where the Bank repurchases its shares at a premium to their par value, payment up to the par value shall be made from the book balance of its distributable profits or from the proceeds of a new issuance of shares for that purpose Payment of the portion which is in excess of the par value shall be made as follows: (1) if the shares being repurchased are issued at par value, payment shall be made from the book balance of its distributable profits; (2) if Deleted the shares being repurchased are issued at a premium to its par value, payment shall be made from the book balance of its distributable profits or from the proceeds of the new issuance of shares for that purpose However, the amount deducted from the proceeds of the new issuance of shares shall not exceed the aggregate amount of the premium received by the Bank from the issuance of the shares so repurchased, nor shall it exceed the amount in the Bank’s capital reserve fund account (including premium on the new issue) at the time of such repurchase; (III) the Bank shall make the following payments from the Bank’s distributable profits: (1) acquisition of the rights to repurchase its own shares; (2) variation of any contracts for the repurchase of its shares; (3) release from its obligations under any repurchase contracts; and – 19 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (IV) after the aggregate par value of the cancelled shares is deducted from the Bank’s registered capital in accordance with the relevant provisions, the amount deducted from the distributable profits used for the repurchase of the shares at par value shall be credited to the Bank’s capital reserve fund account If there are applicable provision(s) to the contrary regarding the financial treatment of the aforementioned share repurchases in the laws and regulations, such provision(s) shall prevail Article 32 The shares of the Bank shall be Article 28 The shares of the Bank shall be transferred in accordance with the provisions of transferred in accordance with the provisions of relevant laws and regulations The transferee shall relevant Unless otherwise provided by laws and have the qualifications to invest in the Bank as regulations and these Articles, the shares of the stipulated by the laws and regulations Where the Bank may be transferred according to law The acquisition or holding of the Bank’s shares is transferee shall have the qualifications to invest in subject to relevant examination and approval the Bank as stipulated by the laws and regulations procedures according to law, such procedures shall Where the acquisition or holding of the Bank’s be implemented in accordance with the provisions shares is subject to relevant examination and of laws and regulations approval or filing procedures according to law, such procedures shall be implemented in accordance with the provisions of laws and regulations Article 33 Shares issued prior to the public offering Article 29 Shares issued prior to the public offering of shares by the Bank cannot be transferred within of shares by the Bank cannot be transferred within one year from the date on which the shares of the one year from the date on which the shares of the Bank are listed and traded on the stock exchange Bank are listed and traded on the stock exchange Where the laws and regulations have other provisions in respect of the transfer of the shares of the Bank held by shareholders and de facto controllers of the Bank, such provisions shall prevail – 20 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles The directors, supervisors and senior management The directors, supervisors and senior management members of the Bank shall declare their members of the Bank shall declare their shareholdings in the Bank and any changes thereof; shareholdings in the Bank and any changes thereof; shares transferred by them each year during their shares transferred by them each year during their term of office shall not exceed 25% of their total term of office as determined when they take office respective shareholdings in the Bank; the shares that shall not exceed 25% of their total respective the aforementioned persons hold in the Bank cannot shareholdings in the Bank; the shares that the be transferred within one year from the date on aforementioned persons hold in the Bank cannot be which the shares of the Bank are listed and traded transferred within one year from the date on which on, nor within half a year after they leave their the shares of the Bank are listed and traded on, nor positions in the Bank The aforementioned persons within half a year after they leave their positions in shall abide by the requirements of the securities the Bank The aforementioned persons shall abide regulatory authorities of the place where the Bank’s by the requirements of the securities regulatory shares are listed when buying, selling or holding the authorities of the place where the Bank’s shares are Bank’s shares listed when buying, selling or holding the Bank’s shares If the Bank’s shares are pledged within the The “major impact” as mentioned in the preceding lock-up period prescribed by laws and paragraph includes, but is not limited to, the regulations, the pledgee shall not exercise the nomination or despatch of directors, supervisors or pledge right within the lock-up period senior management members to the Bank, affecting the financial and operational management decision- making of the Bank through agreement or otherwise, and any other circumstances recognized The “major impact” as mentioned in the preceding by the banking regulatory authorities or their local paragraph includes, but is not limited to, the offices nomination or despatch of directors, supervisors or senior management members to the Bank, affecting the financial and operational management decision- making of the Bank through agreement or otherwise, and any other circumstances recognized by the banking regulatory authorities or their local offices – 21 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 34 Unless otherwise specified by laws and Article 30 Unless otherwise specified by laws and regulations and these Articles, the Bank’s shares for regulations and these Articles, the Bank’s shares for which full payment is made can be transferred which full payment is made can be transferred freely according to the laws and shall not be subject freely according to the laws and shall not be subject to any lien to any lien Transfer of shares of the Bank shall be registered Transfer of shares of the Bank H Shares shall be with the share registry designated by the Bank registered with the share registry designated by the Bank Article 35 Article 31 All instruments of transfer shall be kept at the legal All instruments of transfer shall be kept at the legal address of the Bank, the address of share registrar or address of the Bank, the address of share registrar or address designated by the Board from time to time address designated by the Board from time to time Section IV Financial Assistance for the Acquisition (This section to be deleted in its entirety) of Shares in the Bank Article 46 The share certificates of the Bank shall be Article 39 The share certificates of the Bank shall in registered form Share certificates of the Bank be in registered form Share certificates of the Bank shall specify: shall specify Share certificates may be in paper form or in other forms prescribed by the (I) name of the Bank; securities regulatory authorities of the State Council Where the share certificates are in (II) date of establishment of the Bank; paper form, they shall specify the following major items: (III) type of share certificates, par value and number of shares represented; (I) name of the Bank; (IV) name of the shareholder holding the share (II) date of establishment of the Bank or the time certificates; when share certificates are issued; (V) stock number; and (III) type of share certificates, par value and number of shares represented; (VI) other matters specified under laws and regulations (IV) name of the shareholder holding the share certificates; (IV) stock number; and (V) in the case of promoter shares, they shall be marked with the words of promoter shares; and – 22 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles The Bank may issue overseas listed shares in the (VI) other matters specified under laws and form of overseas depositary receipts or in other regulations derivation form of share certificates pursuant to the laws of the place where the Bank’s shares are listed The Bank may issue overseas listed shares H Shares and practices of securities registration and custody in the form of overseas depositary receipts or in other derivation form of share certificates pursuant to the laws of the place where the Bank’s shares are listed and practices of securities registration and custody Article 47 During the period when H Shares are Article 40 During the period when H Shares are listed on the Hong Kong Stock Exchange, the Bank listed on the Hong Kong Stock Exchange, the Bank shall ensure all ownership certificates of all its shall ensure all ownership certificates of all its securities listed on the Hong Kong Stock Exchange securities listed on the Hong Kong Stock Exchange (including shares) shall include the following (including shares) shall include the following statements, and shall instruct and promote its share statements, and shall instruct and promote its share registrar to refuse any subscription, purchase or registrar to refuse any subscription, purchase or transfer of the shares registered in the name of any transfer of the shares registered in the name of any individual holder, unless and until the said individual holder, unless and until the said individual holder has submitted to the said share individual holder has submitted to the said share registrar signed form relating to the said shares, registrar signed form relating to the said shares, which form shall include the following statements: which form shall include the following statements: (I) The acquirer of shares agrees with the Bank and (I) The acquirer of shares agrees with the Bank and each shareholder, and the Bank agrees with each each shareholder, and the Bank agrees with each shareholder, to observe and comply with the shareholder, to observe and comply with the Company Law, Special Regulations, other relevant Company Law, Special Regulations, other relevant laws and regulations and these Articles; laws and regulations and these Articles; (II) The acquirer of shares agrees with the Bank and (II) The acquirer of shares agrees with the Bank and each shareholder, director, supervisor and senior each shareholder, director, supervisor and senior management member of the Bank, and the Bank management member of the Bank, and the Bank (acting both for the Bank and for each director, (acting both for the Bank and for each director, supervisor and senior management member) also supervisor and senior management member) also agrees with each shareholder, to refer all disputes or agrees with each shareholder, to refer all disputes or claims arising from these Articles or any rights and claims arising from these Articles or any rights and obligations specified by the Company Law or other obligations specified by the Company Law or other relevant laws and regulations and with respect to the relevant laws and regulations and with respect to the affairs of the Bank, to arbitration according to these affairs of the Bank, to arbitration according to these Articles Any reference to arbitration shall be Articles Any reference to arbitration shall be deemed to authorize the arbitration tribunal to deemed to authorize the arbitration tribunal to conduct hearings in open session and to publish its conduct hearings in open session and to publish its award Such arbitration shall be final and award Such arbitration shall be final and conclusive; conclusive; – 23 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (III) The acquirer of shares agrees with the Bank (III) The acquirer of shares agrees with the Bank and each shareholder that shares of the Bank are and each shareholder that shares of the Bank are freely transferable by the holder thereof; and freely transferable by the holder thereof; and (IV) The acquirer of shares authorizes the Bank to (IV) The acquirer of shares authorizes the Bank to enter into a contract on his/her behalf with each enter into a contract on his/her behalf with each director and senior management member whereby director and senior management member whereby such directors and senior management members such directors and senior management members undertake to observe and fulfill their obligations to undertake to observe and fulfill their obligations to shareholders as stipulated in these Articles shareholders as stipulated in these Articles Article 49 Share certificates shall be signed by the chairman of the Board Other relevant senior management members of the Bank shall also sign the share certificates if required by the stock exchange where the Bank’s shares are listed The share certificates shall come into effect after being Deleted stamped or printed with the seal of the Bank The share certificates shall only be stamped with the seal of the Bank under the authorization of the Board The signature of the chairman or other relevant senior management members of the Bank may also be printed on the share certificates Article 42 If share certificates are in paper form, Newly Added they shall be signed by the legal representative and affixed with the seal of the Bank Article 50 The Bank shall maintain a share register Article 43 The Bank shall maintain a share register and record the following matters: and record the following matters: (I) names (titles), addresses (domiciles), (I) names (or titles), addresses (and domiciles), occupations or nature of the shareholders; occupations or nature of the shareholders; (II) type and number of shares held by the (II) type and number of shares held subscribed by shareholders; the shareholders; (III) monies already paid or payable for the shares (III) monies already paid or payable for the shares held by the shareholders; held by the shareholders; (III) where share certificates are in paper form, the serial numbers of the share certificates held by the shareholders; – 24 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (IV) serial numbers of the share certificates held by (IV) the date on which the shareholders are the shareholders; registered as shareholders obtained their shares; (V) the date on which the shareholders are (VI) the date on which the shareholders cease to be registered as shareholders; shareholders; and (VI) the date on which the shareholders cease to be (V) share pledge related information; and shareholders; and (VI) other matters required to be recorded by (VII) share pledge related information laws and regulations The share register shall be kept by the secretary to The share register shall be kept by the secretary to the Board the Board The share register is a sufficient evidence of the The share register is a sufficient evidence of the shareholders’ shareholdings in the Bank unless there shareholders’ shareholdings in the Bank unless there is evidence to the contrary is evidence to the contrary Article 51 The Bank may keep overseas the register Article 44 The Bank may keep overseas the register of holders of overseas listed foreign shares and of holders of overseas listed foreign shares H entrust it to the care of an overseas agency in Shares and entrust it to the care of an overseas accordance with the understanding and agreement agency in accordance with the understanding and reached between the securities regulatory authority agreement reached between the securities regulatory of the State Council and the overseas securities authority of the State Council and the overseas regulatory authority The original of the Bank’s securities regulatory authority The original of the register of holders of H Shares shall be kept in Hong Bank’s register of holders of H Shares shall be kept Kong in Hong Kong The Bank shall keep at its domicile a copy of the The Bank shall keep at its domicile a copy of the register of holders of overseas listed foreign shares; register of holders of overseas listed foreign shares the entrusted overseas agency shall ensure at any H Shares; the entrusted overseas agency shall time the consistency between the original and ensure at any time the consistency between the copies of the register of holders of overseas listed original and copies of the register of holders of foreign shares overseas listed foreign shares H Shares Where the original and copies of the register of Where the original and copies of the register of holders of overseas listed foreign shares are holders of overseas listed foreign shares H Shares inconsistent, the original shall prevail are inconsistent, the original shall prevail – 25 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 52 The Bank shall keep a complete share register, which shall include the following parts: (I) share register kept at the domicile of the Bank, save as specified in (II) and (III) herein; (II) register of holders of overseas listed foreign Deleted shares of the Bank kept at the place where the overseas stock exchange on which the shares are listed is located; and (III) share register that the Board decides to keep at other place for the purpose of listing the shares of the Bank Article 53 The respective parts of the share register shall not overlap with each other In the event of transfer of shares registered in a specific part of the share register, the said shares shall not be registered in any other part of the share register in the duration Deleted of the registration of the said shares Changes to or corrections of each part of the share register shall be carried out in accordance with the laws of the place where the said part is kept Article 54 Changes to the share register arising from Article 45 Changes to the share register arising share transfer shall not be registered within 20 days from share transfer shall not be registered within 20 before convening of a Shareholders’ general days before convening of a Shareholders’ general meeting or within 5 days prior to the benchmark meeting or within 5 days prior to the benchmark date on which the Bank decides to distribute date on which the Bank decides to distribute dividends If laws and regulations, and the securities dividends If shall be subject to laws and regulatory authorities of the place where the Bank’s regulations, and the relevant regulations of the shares are listed have regulations that provide securities regulatory authorities of the place where otherwise, such regulations shall prevail the Bank’s shares are listed have regulations that provide otherwise, such regulations shall prevail – 26 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 55 If the Bank convenes a Shareholders’ Article 46 If the Bank convenes a Shareholders’ general meeting, distributes dividends, conducts general meeting, distributes dividends, conducts liquidation or executes any other act requiring liquidation or executes any other act requiring recognition of equity, the Board shall designate a recognition of the identity of a shareholder equity, certain date as equity registration date, at the end of the Board or the convener of the Shareholders’ which the registered shareholders shall be the general meeting shall designate a certain date as Bank’s shareholders entitled to relevant rights and equity registration date, at the end of which and the interests registered shareholders after market closing on the equity registration date shall be the Bank’s shareholders entitled to relevant rights and interests Article 57 If any shareholder in the share register or Article 48 If any shareholder in the share register or any person requesting to have his/her name any person requesting to have his/her name recorded in the share register has lost his/her share recorded in the share register has lost his/her share certificates (ie “the original share certificates”), certificates (ie “the original share certificates”), the said shareholder or person may apply to the the said shareholder or person may apply to the Bank to reissue new share certificates for the said Bank to reissue new share certificates for the said shares (ie “the relevant shares”) shares (ie “the relevant shares”) In the event that a holder of Domestic Shares loses In the event that a holder of Domestic Shares his/her share certificates and applies for reissue, it domestic unlisted shares loses his/her share shall be handled in accordance with the relevant certificates and applies for reissue, it shall be requirements of the Company Law and other PRC handled in accordance with the relevant laws requirements of the Company Law and other PRC laws Application for reissue of lost share certificates by holders of overseas listed foreign shares may be Application for reissue of lost share certificates by handled pursuant to the laws, regulations of the holders of overseas listed foreign shares H Shares stock exchange or other relevant regulations of the may be handled pursuant to the laws, regulations of place where the original of the register of overseas the stock exchange or other relevant regulations of listed foreign shares is kept the place where the original of the register of overseas listed foreign shares H Shares is kept Article 60 Shareholders of the Bank are persons Article 51 Shareholders of the Bank are persons lawfully holding shares of the Bank, with names lawfully holding shares of the Bank, with names (titles) recorded in the share register (titles) recorded in the share register A shareholder shall enjoy rights and bear A shareholder shall enjoy rights and bear obligations according to the class and number of obligations according to the class and number of his/her shares Holders of the same class shall enjoy his/her shares Holders of the same class shall enjoy the same rights and bear the same obligations the same rights and bear the same obligations – 27 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 61 Regarding overseas listed foreign shares, Article 52 Regarding overseas listed foreign shares where two or more persons are registered as joint H Shares, where two or more persons are registered shareholders of any shares, they shall be deemed as as joint shareholders of any shares, they shall be co-owners of such shares, and shall be subject to the deemed as co-owners of such shares, and shall be following restrictions: subject to the following restrictions: Article 62 The shareholders of ordinary shares of Article 53 The shareholders of ordinary shares of the Bank shall enjoy the following rights: the Bank shall enjoy the following rights: (I) to receive dividends and other kinds of (I) to receive dividends and other kinds of distributions as determined by the number of shares distributions as determined by the number of shares held by them; held by them; (II) to lawfully require, convene, preside over or (II) to lawfully require, convene, preside over or attend Shareholders’ general meetings either in attend Shareholders’ general meetings either in person or by proxy and exercise the voting right; person or by proxy and exercise the right of speech and the voting right; (III) to supervise the business operations of the Bank, and to make suggestions and enquiries (III) to supervise the business operations of the accordingly; Bank, and to make suggestions and enquiries accordingly; (IV) to transfer, bestow or pledge shares held by them in accordance with laws and regulations and (IV) to transfer, bestow or pledge shares held by these Articles; them in accordance with laws and regulations and these Articles; (V) to inspect and copy these Articles, the share register, minutes of the Shareholders’ general meetings, the resolutions of Board meetings, financial and accounting reports; the shareholder(s) severally or jointly holding more than 3% of the shares of the Bank for over 180 consecutive days are entitled to inspect the Bank’s account books and account documents in accordance with the Company Law; – 28 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (V) to obtain relevant information in accordance (V) to obtain relevant information in accordance with laws and regulations and these Articles, with laws and regulations and these Articles, including: including: 1 to obtain a copy of these Articles after paying the 1 to obtain a copy of these Articles after paying the costs and expenses incurred; and costs and expenses incurred; and 2 to have the right to inspect and photocopy, after 2 to have the right to inspect and photocopy, after paying a reasonable fee, the following documents: paying a reasonable fee, the following documents: (1) all parts of the share register; (2) the personal (1) all parts of the share register; (2) the personal information of the Directors, Supervisors and senior information of the Directors, Supervisors and senior management members of the Bank; (3) report of management members of the Bank; (3) report of share capital issued by the Bank; (4) reports on the share capital issued by the Bank; (4) reports on the aggregate par value, number of shares, and the aggregate par value, number of shares, and the highest and lowest prices of each class of shares in highest and lowest prices of each class of shares in relation to any repurchase by the Bank of its own relation to any repurchase by the Bank of its own shares since the last financial year, as well as all the shares since the last financial year, as well as all the expenses paid by the Bank in relation to such expenses paid by the Bank in relation to such repurchases; (5) minutes of the Shareholders’ repurchases; (5) minutes of the Shareholders’ general meetings; (6) the resolutions of Board general meetings; (6) the resolutions of Board meetings and meetings of the Board of Supervisors; meetings and meetings of the Board of Supervisors; (7) the special resolutions of the Bank; (8) the latest (7) the special resolutions of the Bank; (8) the latest audited financial and accounting report of the Bank, audited financial and accounting report of the Bank, as well as reports of the Board, the Board of as well as reports of the Board, the Board of Supervisors and auditors; (9) stubs of the Bank’s Supervisors and auditors; (9) stubs of the Bank’s bonds; (10) a copy of the latest corporate annual bonds; (10) a copy of the latest corporate annual return already submitted to the industrial and return already submitted to the industrial and commercial registration authority or other commercial registration authority or other competent authorities competent authorities The Bank shall keep the above documents set out in The Bank shall keep the above documents set out in (1) and (5) at the Hong Kong address of the Bank as (1) and (5) at the Hong Kong address of the Bank as required by Hong Kong Listing Rules for the free required by Hong Kong Listing Rules for the free inspection by holders of H Shares If any inspection by holders of H Shares If any Shareholder requests to inspect the aforesaid Shareholder requests to inspect the aforesaid relevant information or asks for relevant data, the relevant information or asks for relevant data, the said Shareholder shall provide the Bank with said Shareholder shall provide the Bank with written documents bearing evidence of the class and written documents bearing evidence of the class and number of shares held by the said Shareholder in the number of shares held by the said Shareholder in the Bank, and the Bank will provide the said Bank, and the Bank will provide the said information or data as required by the said information or data as required by the said Shareholder upon authentication of the identity of Shareholder upon authentication of the identity of the said Shareholder the said Shareholder (VI) to subscribe for new shares of the Bank (VI) to subscribe for new shares of the Bank according to these Articles; according to these Articles; – 29 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (VII) to participate in the distribution of the (VII) to participate in the distribution of the remaining assets of the Bank based on the number remaining assets of the Bank based on the number of shares held in the event of the Bank’s dissolution of shares held in the event of the Bank’s dissolution or liquidation; or liquidation; (VIII) to have other rights conferred in accordance (VIII) for shareholders who object to the with the laws and regulations and these Articles resolution of the Shareholders’ general meeting on the merger or division of the Bank, to require The Bank shall not exercise any right to freeze or the Bank to acquire their shares; otherwise damage the rights attached to any shares directly or indirectly held by any person only on the (IX) to have other rights conferred in accordance ground that the said person has not disclosed his/her with the laws and regulations and these Articles equity to the Bank, save as otherwise provided by the laws and regulations and these Articles The Bank shall not exercise any right to freeze or otherwise damage the rights attached to any shares directly or indirectly held by any person only on the ground that the said person has not disclosed his/her equity to the Bank, save as otherwise provided by the laws and regulations and these Articles Article 63 Shareholders shall have the right to Article 54 Shareholders shall have the right to protect their legal rights and interests through civil protect their legal rights and interests through civil litigation or other legal means in accordance with litigation or other legal means in accordance with the laws and regulations, and may report the the laws and regulations, and may report the relevant information to the regulatory authorities relevant information to the regulatory authorities Where the resolutions adopted at Shareholders’ Where the resolutions adopted at Shareholders’ general meetings and Board meetings violate the general meetings and Board meetings violate the laws and regulations and infringe upon the legal laws and regulations and infringe upon the legal rights of the shareholders, the shareholders shall rights of the shareholders, the shareholders shall have the right to lodge a legal action to stop the have the right to lodge a legal action to stop the aforesaid violations and infringements aforesaid violations and infringements Any director, supervisor or senior management Any director, supervisor or senior management member who violates the laws and regulations or member who violates the laws and regulations or these Articles in fulfilling his/her duties and thereby these Articles in fulfilling his/her duties and thereby causes damages to the Bank shall be liable for causes damages to the Bank shall be liable for compensation Shareholders shall have the right to compensation Shareholders who meet the require the Bank to file a lawsuit for compensation requirements shall have the right to require the according to law Bank to file a lawsuit for compensation according to law – 30 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 65 The shareholders of ordinary shares of Article 56 The shareholders of ordinary shares of the Bank shall have the following obligations: the Bank shall have the following obligations: (I) to abide by the laws and regulations, regulatory (I) to abide by the laws and regulations, regulatory provisions and these Articles; provisions and these Articles; (II) to contribute to the share capital as determined (II) to contribute to the share capital as determined by the number of shares subscribed by them and the by the number of shares subscribed by them and the method of subscription; method of subscription; (III) to bear the debts and losses of the Bank to the (III) to bear the debts and losses of the Bank to the extent of the shares of the Bank subscribed by them; extent of the shares of the Bank subscribed by them; (IV) not to withdraw their contributed share capital (III) not to withdraw their contributed share capital except in the circumstances allowed by the laws and except in the circumstances allowed by the laws and regulations; regulations; (V) any related party transaction conducted by them (IV) any related party transaction conducted by with their related parties and the Bank shall comply them with their related parties and the Bank shall with the laws and regulations and these Articles, and comply with the laws and regulations and these shall follow market principles; and Articles, and shall follow market principles; and (VI) to assume other obligations required by the (V) to assume other obligations required by the laws laws and regulations and these Articles and regulations and these Articles Save as otherwise provided by the laws and Save as otherwise provided by the laws and regulations and these Articles, shareholders shall regulations and these Articles, shareholders shall not be liable for making any additional contribution not be liable for making any additional contribution to the share capital of the Bank other than according to the share capital of the Bank other than according to the terms agreed by the subscriber of the shares at to the terms agreed by the subscriber of the shares at the time of subscription the time of subscription Article 71 Shareholders, especially substantial Article 62 Shareholders, especially substantial shareholders, shall support the reasonable capital shareholders, shall support the reasonable capital plans formulated by the Board of the Bank, so that plans formulated by the Board of the Bank, so that the capital of the Bank can meet the regulatory the capital of the Bank can meet the regulatory requirements on an on-going basis Substantial requirements on an on-going basis Substantial shareholders shall, if necessary, replenish the shareholders shall, if necessary, replenish the capital of the Bank according to regulatory capital of the Bank according to regulatory provisions, and shall make a long-term undertaking provisions, and shall make a long-term undertaking that they shall, if necessary, replenish the capital of that they shall, if necessary, replenish the capital of the Bank in written form to the Bank Meanwhile, the Bank in written form to the Bank Meanwhile, they shall report their ability to replenish capital to they shall report their ability to replenish capital to banking regulatory authorities on an annual basis banking regulatory authorities on an annual basis via the Bank via the Bank – 31 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 72 If the capital of the Bank fails to meet the Article 63 If the capital of the Bank fails to meet the regulatory requirements, a capital replenishment regulatory requirements, a capital replenishment plan shall be formulated to increase capital plan shall be formulated to increase capital adequacy ratio to meet the regulatory requirements adequacy ratio to meet the regulatory requirements within a specified period of time, and its capital is within a specified period of time, and its capital is required to be replenished by means of increasing required to be replenished by means of increasing core capital Under such circumstances, substantial core capital Under such circumstances, substantial shareholders shall not obstruct capital shareholders shall not obstruct capital replenishment in the Bank by other shareholders or replenishment in the Bank by other shareholders or participation of new qualified shareholders participation of new qualified shareholders Article 75 Article 66 Shareholders shall fulfill their fiduciary duties to Shareholders shall fulfill their fiduciary duties to the Bank to ensure that the shareholder qualification the Bank to ensure that the shareholder qualification information provided is true, complete and valid information provided is true, complete and valid Substantial shareholders shall disclose information Substantial shareholders shall disclose information of their related parties truly, accurately and of their related parties truly, accurately and completely to the Board and undertake to report completely to the Board and undertake to report promptly any changes thereof to the Board promptly any changes thereof to the Board For any shareholder who has made any false For any shareholder who has made any false statement, abuses shareholder’s rights or has other statement, abuses shareholder’s rights or has other acts that harm the interests of the Bank, the banking acts that harm the interests of the Bank, the banking regulatory authorities or their local offices may regulatory authorities or their local offices may restrict or prohibit any related party transactions restrict or prohibit any related party transactions with the Bank and restrict the quota of the Bank’s with the Bank and restrict the quota of the Bank’s equity held by the said shareholder and equity equity held by the said shareholder and equity pledge ratio as well as his/her rights including the pledge ratio as well as his/her rights including the right to request convening the Shareholders’ general right to request convening the Shareholders’ general meeting, voting right, right of nomination, proposal meeting, voting right, right of nomination, proposal right and right of disposition right and right of disposition – 32 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 79 The Controlling Shareholders of the Bank Article 70 The Controlling Shareholders of the owe a fiduciary duty to the Bank and other Bank owe a fiduciary duty to the Bank and other shareholders, and shall exercise rights and assume shareholders, and shall exercise rights and assume corresponding obligations as shareholders in strict corresponding obligations as shareholders in strict accordance with laws, regulations and these accordance with laws, regulations and these Articles Articles (I) In addition to the obligations required under the (I) In addition to the obligations required under the laws and regulations, when exercising their rights as laws and regulations, when exercising their rights as a Shareholder, Controlling Shareholders shall not a Shareholder, Controlling Shareholders shall not exercise their voting rights and make decisions on exercise their voting rights and make decisions on the following issues as these issues are detrimental the following issues as these issues are detrimental to the interests of all or some of the Shareholders: to the interests of all or some of the Shareholders: (1) relieving a Director or Supervisor of their (1) relieving a Director or Supervisor of their responsibility to act in good faith and in the best responsibility to act in good faith and in the best interests of the Bank; (2) approving a Director or interests of the Bank; (2) approving a Director or Supervisor (for the benefit of himself/herself or Supervisor (for the benefit of himself/herself or others) in depriving the Bank of its assets in any others) in depriving the Bank of its assets in any form, including but not limited to the opportunities form, including but not limited to the opportunities that are advantageous to the Bank; (3) approving a that are advantageous to the Bank; (3) approving a Director or Supervisor (for the benefit of Director or Supervisor (for the benefit of himself/herself or others) in depriving other himself/herself or others) in depriving other Shareholders of their personal interests, including Shareholders of their personal interests, including but not limited to any distribution rights and voting but not limited to any distribution rights and voting rights, unless the deprivation is made pursuant to rights, unless the deprivation is made pursuant to the restructuring of the Bank submitted to and the restructuring of the Bank submitted to and adopted at the Shareholders’ general meeting in adopted at the Shareholders’ general meeting in accordance with these Articles; accordance with these Articles; (II) Controlling Shareholders shall strictly comply (I) Controlling Shareholders shall strictly comply with laws and regulations and conditions and with laws and regulations and conditions and procedures specified in these Articles in nominating procedures specified in these Articles in nominating candidates for directors or supervisors of the Bank, candidates for directors or supervisors of the Bank, and shall not go through any approval formalities and shall not go through any establish approval concerning the personnel election resolutions of formalities concerning the personnel election Shareholders’ general meetings and the personnel resolutions of Shareholders’ general meetings and appointment resolutions of the Board, or appoint or the personnel appointment resolutions of the Board, dismiss any senior management members of the or directly appoint or dismiss any senior Bank not through Shareholders’ general meetings management members of the Bank not through and the Board; Shareholders’ general meetings and the Board; (III) Controlling Shareholder shall not directly or (II) Controlling Shareholder shall not directly or indirectly intervene in the decision making and indirectly intervene in the decision making and lawful business operations of the Bank to damage lawful business operations of the Bank to damage the interests of the Bank and other shareholders; the interests of the Bank and other shareholders; – 33 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (IV) Controlling Shareholders shall respect the (III) Controlling Shareholders shall respect the financial independence of the Bank, and shall not financial independence of the Bank, and shall not intervene in the financial and accounting activities intervene in the financial and accounting activities of the Bank; and of the Bank; and (V) Controlling Shareholders and the subordinate (IV) Controlling Shareholders and the subordinate institutions thereof shall not issue any business plan institutions thereof shall not issue any business plan or directive to the Bank or affect the independent or directive to the Bank or affect the independent business operation and management of the Bank in business operation and management of the Bank in any other form any other form Article 84 The “Controlling Shareholder(s)” referred to herein shall refer to the person satisfying any of the following conditions: (I) the shareholder may elect more than half of the Directors when acting alone or in concert with others; (II) the shareholder may exercise or control the exercise of above 30% of the voting rights of the Bank when acting alone or in concert with others; (III) the shareholder holds above 30% of issued and outstanding shares of the Bank when acting alone or (Moved to amended Article 278) in concert with others; and (IV) the shareholder may de facto control the Bank in any other manner when acting alone or in concert with others The term “acting in concert” referred to in this article shall mean consensus reached between two or more persons by way of agreement, whether verbal or written, to acquire voting rights in the Bank by any one of them, for the purpose of controlling or consolidating the control over the Bank – 34 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 85 The Shareholders’ general meeting shall Article 75 The Shareholders’ general meeting shall be the highest organ of power of the Bank It shall be the highest organ of power of the Bank It shall exercise the following powers in accordance with exercise the following powers in accordance with the laws: the laws: (I) to review and approve the rules of procedure for (I) to review and approve the rules of procedure for Shareholders’ general meetings, the Board and the Shareholders’ general meetings, and the Board and Board of Supervisors of the Bank; the Board of Supervisors of the Bank; (II) to elect and remove Directors, and to determine (II) to elect and remove Directors, and to determine the remuneration of the relevant Directors; the remuneration of the relevant Directors; (III) to elect and remove Shareholders’ (III) to elect and remove Shareholders’ representative Supervisors and external representative Supervisors and external Supervisors, and to determine the remuneration of Supervisors, and to determine the remuneration of the relevant Supervisors; the relevant Supervisors; (IV) to review and approve the reports of the Board (III) to review and approve the reports of the Board of Directors; of Directors; (V) to review and approve the reports of the Board (V) to review and approve the reports of the Board of Supervisors; of Supervisors; (VI) to amend these Articles; (IV) to amend these Articles; (VII) to resolve on the listing or other fundraising (V) to resolve on the listing or other fundraising arrangements of the Bank; arrangements of the Bank; (VIII) to review and approve matters concerning (VI) to review and approve matters concerning changes of the use of funds raised by the Bank; changes of the use of funds raised by the Bank; (IX) to resolve on an increase or reduction in the (VII) to resolve on an increase or reduction in the share capital and the issuance of any class of shares, share capital and the issuance of any class of shares, warrants and other similar securities of the Bank; warrants and other similar securities of the Bank; (X) to resolve on the purchases of the Bank’s shares (VIII) to resolve on the purchases of the Bank’s in accordance with the laws; shares in accordance with the laws; (XI) to review and approve the equity incentive (IX) to review and approve the equity incentive plans of the Bank; plans of the Bank; (XII) to resolve on matters such as financial (X) to resolve on matters such as financial restructuring, merger, division, dissolution and, restructuring, merger, division, dissolution and, liquidation or alteration on the corporate form of the liquidation or alteration on the corporate form of the Bank; Bank; (XI) to resolve on the issuance of bonds of the Bank; – 35 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (XIII) to resolve on the issuance of bonds of the (XIV) to decide on operational objectives and Bank; investment proposals of the Bank; (XIV) to decide on operational objectives and (XII) to review and approve annual financial budget investment proposals of the Bank; plans and final account plans of the Bank; (XV) to review and approve annual financial budget (XIII) to review and approve profit distribution plans and final account plans of the Bank; plans and loss recovery plans of the Bank; (XVI) to review and approve profit distribution (XIV) to examine and approve important guarantees plans and loss recovery plans of the Bank; beyond the business scope of the Bank stipulated in Article 7686 of these Articles; (XVII) to examine and approve important guarantees stipulated in Article 86 of these Articles; (XV) to examine and approve any major investment matters by the Bank beyond its business scope with (XVIII) to examine and approve any major the amount exceeding 20% of the latest audited net investment matters by the Bank beyond its business assets of the Bank; scope with the amount exceeding 20% of the latest audited net assets of the Bank; (XVI) to examine and approve any purchase or sale disposal of major assets beyond the business scope (XIX) to examine and approve any purchase or sale of the Bank with the amount exceeding 20% of the of major assets beyond the business scope of the latest audited net assets of the Bank (the purchases Bank with the amount exceeding 20% of the latest or sale disposal of the same or relevant assets in audited net assets of the Bank (the purchases or consecutive 12 months shall be calculated on a sales of the same or relevant assets in consecutive cumulative basis); 12 months shall be calculated on a cumulative basis); (XVII) to listen to the special reports of the Board on the overall situation of related party transactions; (XX) to listen to the special reports of the Board on the overall situation of related party transactions; (XVIII) to decide on the engagement, dismissal or discontinuation of the appointment of the (XXI) to decide on the engagement, dismissal or accounting firm responsible for the regular statutory discontinuation of the appointment of the auditing of the Bank’s financial reports; accounting firm responsible for the regular statutory auditing of the Bank’s financial reports; (XXII) to listen to the Board of Supervisors’ reports evaluation results of the performance of the Board, (XXII) to listen to the Board of Supervisors’ reports senior management and members thereof, the self- evaluation results of the performance of the Board, evaluation of the Board of Supervisors and senior management and members thereof, the self- supervisors’ performance evaluation results and evaluation of the Board of Supervisors and relevant suggestions and recommendations on supervisors’ performance evaluation results and evaluation of Directors and Supervisors; relevant suggestions and recommendations on evaluation of Directors and Supervisors; – 36 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (XXIII) to examine proposals raised by the (XXIII) to examine proposals raised by the Shareholders who individually or jointly hold above Shareholders who individually or jointly hold above 3% of the total issued and outstanding voting shares 3% of the total issued and outstanding voting shares of the Bank; of the Bank; (XXIV) to examine other matters which should be (XIX) to examine other matters which should be decided by the Shareholders’ general meeting as decided by the Shareholders’ general meeting as stipulated by the laws, regulations and these stipulated by the laws, regulations and these Articles Articles The Board of Directors, other institutions or The Shareholders’ general meeting may individuals shall not be delegated to exercise the authorize the Board to resolve the issuance of functions and powers of the Shareholders’ general corporate bonds meeting stipulated in the Company Law and the Code of Corporate Governance of Banking and The Board of Directors, other institutions or Insurance Institutions individuals shall not be delegated to exercise the other functions and powers of the Shareholders’ general meeting stipulated in the Company Law and the Code of Corporate Governance of Banking and Insurance Institutions Article 86 In addition to guarantees falling within Article 76 In addition to The following important the business scope of the Bank, the following external guarantees not falling within the business important external guarantees to be given by the scope of the Bank, the following important external Bank shall be examined and approved by the guarantees to be given by the Bank shall be Shareholders’ general meeting: examined and approved by the Shareholders’ general meeting of the Bank: (I) any external guarantee to be given by the Bank and subsidiaries in which the Bank has controlling (I) any external guarantee to be given by the Bank interest, the total amount of which reaches or and subsidiaries in which the Bank has controlling exceeds 50% of the latest audited net assets of the interest, the total amount of which reaches or Bank; exceeds 50% of the latest audited net assets of the Bank; (II) any external guarantee to be given by the Bank, the total amount of which reaches or exceeds 30% (II) any external guarantee to be given by the Bank, of the latest audited total assets of the Bank; the total amount of which reaches or exceeds 30% of the latest audited total assets of the Bank; (III) any guarantee to be provided by the Bank to a guaranteed party whose liability-asset ratio exceeds (III) any guarantee to be provided by the Bank to a 70%; guaranteed party whose liability-asset ratio exceeds 70%; (IV) a single guarantee whose amount exceeds 10% of the latest audited net assets of the Bank; (IV) a single guarantee whose amount exceeds 10% of the latest audited net assets of the Bank; (V) provided that the laws and regulations and the provisions of these Articles are observed, (V) provided that the laws and regulations and the guarantees to be provided to shareholders and de provisions of these Articles are observed, facto controllers of the Bank and related parties guarantees to be provided to shareholders and de thereof facto controllers of the Bank and related parties thereof – 37 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 88 An extraordinary general meeting shall Article 78 An extraordinary general meeting shall be convened within two months from the date of be convened within two months from the date of occurrence of any of the following events: occurrence of any of the following events: (I) the number of Directors is less than the minimum (I) the number of Directors is less than the minimum number required by the Company Law or less than number required by the Company Law or less than two-thirds of the number stipulated in these two-thirds of the number stipulated in these Articles; Articles; (II) the outstanding loss of the Bank is at least (II) the outstanding loss of the Bank is at least one-third of the total paid-up share capital; one-third of the total paid-up share capital; (III) shareholder(s) severally or jointly holding (III) shareholder(s) severally or jointly holding above 10% of the total voting shares issued by the above 10% of the total voting shares issued by the Bank (hereinafter referred to as “proposing Bank (hereinafter referred to as “proposing shareholders”, with the number of shares held by shareholders”, with the number of shares held by them to be calculated according to their them to be calculated according to their shareholdings as of the date of request made by shareholdings as of the date of request made by them in writing) have requested to convene the them in writing) have requested to convene the extraordinary general meeting in writing; extraordinary general meeting in writing; (IV) the Board deems it necessary to convene the (IV) the Board deems it necessary to convene the meeting; meeting; (V) above half and not less than two of the (V) above more than half and not less than two of independent Directors require to convene the the independent Directors require to convene the meeting; meeting; (VI) the Board of Supervisors proposes to convene (VI) the Board of Supervisors Audit and the meeting; Consumer Rights Protection Committee proposes to convene the meeting; (VII) above half of the external supervisors require to convene the meeting (if there are only two (VII) above half of the external supervisors require external supervisors, the two external supervisors to convene the meeting (if there are only two shall propose to convene the meeting at the same external supervisors, the two external supervisors time); shall propose to convene the meeting at the same time); (VIII) other circumstances as stipulated by the laws, regulations and these Articles (VII) other circumstances as stipulated by the laws, regulations and these Articles – 38 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Where the number of directors of the Board falls Where the number of directors of the Board falls short of the quorum required by the Company Law, short of the quorum required by the Company Law, or is less than two-thirds of the number specified in or is less than two-thirds of the number specified in these Articles, or the unrecovered losses of the Bank these Articles, or the unrecovered losses of the Bank amount to one-third of the total share capital, or the amount to one-third of the total share capital, or the Board fails to convene an extraordinary general Board fails to convene an extraordinary general meeting in the prescribed period, the Board of meeting in the prescribed period, the Board of Supervisors or shareholders may convene an Supervisors Audit and Consumer Rights extraordinary general meeting by themselves Protection Committee or shareholders may following the relevant procedure specified in these convene an extraordinary general meeting by Articles themselves following the relevant procedure specified in these Articles Article 90 Shareholders’ general meetings shall be Article 80 Shareholders’ general meetings shall be convened by the Board according to laws, convened by the Board according to laws, regulations and these Articles and presided over by regulations and these Articles and presided over by the chairman of the Board If the chairman is unable the chairman of the Board If the chairman is unable to preside over the meeting for any reason, the vice to preside over the meeting for any reason perform chairman or another director designated by the his/her duties or fails to perform his/her duties, chairman shall preside over the meeting If the the vice chairman or another director designated by chairman and vice chairman both are unable to the chairman shall preside over the meeting If the preside over the meeting and the chairman does not chairman and vice chairman both are is unable to designate other director, the director jointly elected preside over the meeting and the chairman does not by more than half of the directors shall preside over designate other director perform his/her duties or the Shareholders’ general meeting If the Board is fails to perform his/her duties, the director jointly unable or fails to fulfill the obligation of convening elected by more than half of the directors shall Shareholders’ general meetings, the Board of preside over the Shareholders’ general meeting Supervisors shall duly convene and preside over such meetings If the Board of Supervisors does not If the Board is unable or fails to fulfill the convene or preside over such meetings, the obligation of convening Shareholders’ general shareholder(s) severally or jointly holding more meetings, the Board of Supervisors Audit and than 10% of the shares of the Bank for over 90 days Consumer Rights Protection Committee shall in a row may convene and preside over such duly convene and preside over such meetings If the meetings on their own initiative If for any reason Board of Supervisors Audit and Consumer Rights the shareholders cannot elect a person to preside Protection Committee does not convene or preside over the meeting, the shareholder (including proxy over such meetings, the shareholder(s) severally or thereof) holding the most voting shares among the jointly holding more than 10% of the shares of the attending shareholders shall preside over the Bank for over 90 days in a row may convene and meeting preside over such meetings on their own initiative – 39 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles If the shareholder(s) severally or jointly holding more than 10% of the shares of the Bank propose to convene an extraordinary general meeting, the Board and the Audit and Consumer Rights Protection Committee shall decide whether to convene the extraordinary general meeting or not within 10 days after receipt of such request, and reply in writing to the shareholder(s) If for any reason the shareholders cannot elect a person to preside over the meeting, the shareholder (including proxy thereof) holding the most voting shares among the attending shareholders shall preside over the meeting Article 91 Any proposing shareholder or the Board Article 81 Any proposing shareholder or the Board of Supervisors proposing to convene an of Supervisors Audit and Consumer Rights extraordinary general meeting shall submit to the Protection Committee proposing to convene an Board in writing the meeting topic and the proposal extraordinary general meeting shall submit to the with complete contents The proposing shareholder Board in writing the meeting topic and the proposal or the Board of Supervisors shall ensure the with complete contents The proposing shareholder contents of the proposal comply with laws, or the Board of Supervisors Audit and Consumer regulations and these Articles Rights Protection Committee shall ensure the contents of the proposal comply with laws, regulations and these Articles Article 92 The Board shall issue a notice of Article 82 The Board shall issue a notice of convening the Shareholders’ general meeting within convening the Shareholders’ general meeting within 15 days from the date of receiving a written 15 days from the date of receiving a written proposal from the Board of Supervisors, and the proposal from the Board of Supervisors Audit and convening procedures shall comply with these Consumer Rights Protection Committee, and the Articles convening procedures shall comply with these Articles – 40 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 93 If proposing shareholders require Article 83 If proposing shareholders require convening an extraordinary general meeting or class convening an extraordinary general meeting or class meeting, the following procedures shall be meeting, the following procedures shall be followed: followed: (I) The proposing shareholders may sign one or (I) The proposing shareholders may sign one or several written requests with the same format and several written requests with the same format and contents to propose to the Board to convene an contents to propose to the Board to convene an extraordinary general meeting or class meeting and extraordinary general meeting or class meeting and specify the meeting topics The Board shall, specify the meeting topics The Board shall, pursuant to laws, regulations and these Articles, pursuant to laws, regulations and these Articles, give a written reply on whether to convene the give a written reply on whether to convene the extraordinary general meeting or class meeting extraordinary general meeting or class meeting within 10 days after receipt of the request within 10 days after receipt of the request (II) Where the Board agrees to convene the (II) Where the Board agrees to convene the extraordinary general meeting or class meeting, it extraordinary general meeting or class meeting, it shall serve a notice of convening such meeting shall serve a notice of convening such meeting within five days after the resolution is made by the within five days after the resolution is made by the Board Any change to the original request set forth Board Any change to the original request set forth in the notice shall be subject to approval by the in the notice shall be subject to approval by the proposing shareholders proposing shareholders (III) Where the Board does not agree to convene the (III) Where the Board does not agree to convene the extraordinary general meeting or class meeting, or extraordinary general meeting or class meeting, or fails to give any reply within 10 days after receipt of fails to give any reply within 10 days after receipt of the request, the proposing shareholders shall have the request, the proposing shareholders shall have the right to request the Board of Supervisors in the right to request the Board of Supervisors Audit writing to convene an extraordinary general meeting and Consumer Rights Protection Committee in or class meeting writing to convene an extraordinary general meeting or class meeting (IV) Where the Board of Supervisors agrees to convene the extraordinary general meeting or class (IV) Where the Board of Supervisors Audit and meeting, it shall serve a notice of convening such Consumer Rights Protection Committee agrees to meeting within five days after receipt of the request convene the extraordinary general meeting or class Any change to the original proposal set forth in the meeting, it shall serve a notice of convening such notice shall be subject to approval by the proposing meeting within five days after receipt of the request shareholders Any change to the original proposal set forth in the notice shall be subject to approval by the proposing shareholders – 41 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (V) Where the Board of Supervisors fails to serve (V) Where the Board of Supervisors Audit and the notice of Shareholders’ general meeting or class Consumer Rights Protection Committee fails to meeting within the specified period, it shall be serve the notice of Shareholders’ general meeting or deemed to have failed to convene and preside over class meeting within the specified period, it shall be the Shareholders’ general meeting or class meeting, deemed to have failed to convene and preside over and the shareholder(s) severally or jointly holding the Shareholders’ general meeting or class meeting, more than 10% of the shares of the Bank for over 90 and the shareholder(s) severally or jointly holding days in a row may convene and preside over such more than 10% of the shares of the Bank for over 90 meeting on their own initiative days in a row may convene and preside over such meeting on their own initiative (VI) Where the Board or the Board of Supervisors fails to convene an extraordinary general meeting or (VI) Where the Board or the Board of Supervisors class meeting according to the aforesaid Audit and Consumer Rights Protection arrangement or decides not to convene such Committee fails to convene an extraordinary meeting, the proposing shareholders may convene general meeting or class meeting according to the such meeting on their own initiative within four aforesaid arrangement or decides not to convene months after the Board receives the request of such meeting, the proposing shareholders may convening such meeting, and the convening convene such meeting on their own initiative within procedures shall to the extent possible be the same four months after the Board receives the request of as the procedures by which the Board convenes a convening such meeting, and the convening Shareholders’ general meeting procedures shall to the extent possible be the same as the procedures by which the Board convenes a Shareholders’ general meeting Article 94 Where the Board of Supervisors or the Article 84 Where the Board of Supervisors Audit proposing shareholders decide to convene an and Consumer Rights Protection Committee or extraordinary general meeting or class meeting on the proposing shareholders decide to convene an its/their own initiative, it/they shall notify the Board extraordinary general meeting or class meeting on in writing, file with the CBIRC, and file with the its/their own initiative, it/they shall notify the Board securities regulatory authorities of the place where in writing, file with the CBIRC banking regulatory the Bank’s shares are listed in accordance with the authorities of the State Council, and file with the relevant provisions thereof After that, it/they shall securities regulatory authorities of the place where give a notice of convening an extraordinary general the Bank’s shares are listed in accordance with the meeting or class meeting, contents of which shall relevant provisions thereof After that, it/they shall meet the following requirements: give a notice of convening an extraordinary general meeting or class meeting, contents of which shall (I) no new contents shall be added to a proposal; meet the following requirements: otherwise, the Board of Supervisors or the proposing shareholders shall re-request to the Board (I) no new contents shall be added to a proposal; to convene a Shareholders’ general meeting or class otherwise, the Board of Supervisors Audit and meeting in accordance with the procedures above; Consumer Rights Protection Committee or the and proposing shareholders shall re-request to the Board to convene a Shareholders’ general meeting or class (II) the meeting shall be held at the domicile of the meeting in accordance with the procedures above; Bank and (II) the meeting shall be held at the domicile of the Bank – 42 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 95 With regard to a Shareholders’ general Article 85 With regard to a Shareholders’ general meeting convened by the Board of Supervisors or meeting or class meeting convened by the Board of the shareholders on its/their own initiative, the Supervisors Audit and Consumer Rights Board and its secretary shall offer cooperation Protection Committee or the shareholders on Where the Board of Supervisors or the proposing its/their own initiative, the Board and its secretary shareholders convene and hold an extraordinary shall offer cooperation Where the Board of general meeting or class meeting because the Board Supervisors Audit and Consumer Rights fails to convene such meeting pursuant to the Protection Committee or the proposing aforesaid request, the reasonable expenses incurred shareholders convene and hold an extraordinary shall be borne by the Bank; if the Board fails to hold general meeting or class meeting because the Board such meeting because of directors’ neglect of duty, fails to convene such meeting pursuant to the the reasonable expenses incurred from the aforesaid request, the reasonable expenses incurred convening and holding of the aforesaid shall be borne by the Bank; if the Board fails to hold extraordinary general meeting or class meeting by such meeting because of directors’ neglect of duty, the Board of Supervisors or the proposing the reasonable expenses incurred from the shareholders on its/their own initiative shall be convening and holding of the aforesaid deducted from the monies payable by the Bank to extraordinary general meeting or class meeting by the derelict directors the Board of Supervisors or the proposing shareholders on its/their own initiative shall be deducted from the monies payable by the Bank to the derelict directors Article 98 The notice of a Shareholders’ general Article 88 The notice of a Shareholders’ general meeting shall meet the following requirements: meeting shall meet the following requirements include the following contents: (I) be made in writing; (I) be made in writing; (II) specifies the date, venue and duration of the meeting; (I) specifies the datetime, venue and duration of the meeting; (III) states the matters to be discussed at the meeting; (II) states the matters and proposals to be discussed at submitted to the meeting for (IV) provides the Shareholders with such consideration; information and explanation as necessary for them to make informed decisions regarding the matters to (IV) provides the Shareholders with such be discussed; this means that when the following information and explanation as necessary for them matters, which shall include not limited to: any to make informed decisions regarding the matters to merger, share repurchase, share capital be discussed; this means that when the following reorganization or other reorganization of the Bank, matters, which shall include not limited to: any are involved, the detailed terms and contracts (if merger, share repurchase, share capital any) of the proposed transaction and detailed reorganization or other reorganization of the Bank, explanation as to the cause and effect of such a are involved, the detailed terms and contracts (if proposed transaction shall be provided; any) of the proposed transaction and detailed explanation as to the cause and effect of such a proposed transaction shall be provided; – 43 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (V) if any of the Directors, Supervisors and senior (V) if any of the Directors, Supervisors and senior management members have material interest in the management members have material interest in the matters to be discussed, they shall disclose the matters to be discussed, they shall disclose the nature and extent of such interest; and if the matters nature and extent of such interest; and if the matters to be discussed have a different effect on such to be discussed have a different effect on such Directors, Supervisors or senior management Directors, Supervisors or senior management members as Shareholders compared to other members as Shareholders compared to other Shareholders of that same class, they shall explain Shareholders of that same class, they shall explain this difference; this difference; (VI) sets forth the full text of any proposed special (VI) sets forth the full text of any proposed special resolution to be voted on at the meeting; resolution to be voted on at the meeting; (VII) states clearly that a shareholder entitled to (III) states clearly that a all ordinary shareholders attend and vote at the meeting is entitled to appoint (including holders of preference shares with one or more proxies to attend and vote on his/her restored voting right) are entitled to attend and behalf and such proxies need not be a shareholder; vote at the meeting is entitled to and appoint one or more proxies proxy(ies) in writing to attend and (VIII) specifies the time and address for lodging the vote on his/her behalf at the meeting, and such power of attorney for voting at the meeting; proxy(ies) need not be a shareholder of the Bank; (IX) specifies the equity registration date of the (VIII) specifies the time and address for lodging the shareholders who are entitled to attend the power of attorney for voting at the meeting; Shareholders’ general meeting; (IV) specifies the equity registration date of the (X) specifies the name and phone number of the shareholders who are entitled to attend the contact person of the meeting; and Shareholders’ general meeting; (XI) specifies the date on which the notice of (V) specifies the name and phone number of the Shareholders’ general meeting is sent contact person of the meeting; and The meeting notice is served in Chinese or in (VI) specifies the date on which the notice of English, and if there is any inconsistency between Shareholders’ general meeting is sent time and the two versions, the Chinese version shall prevail voting procedures for online voting or other voting methods; and (VII) other contents as provided by the laws and regulations and these Articles The meeting notice is served in Chinese or in English, and if there is any inconsistency between the two versions, the Chinese version shall prevail – 44 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 99 Unless otherwise specified by the laws Article 89 Unless otherwise specified by the laws and regulations and these Articles, the notice of a and regulations and these Articles, the notice of a Shareholders’ general meeting shall be delivered by Shareholders’ general meeting shall be delivered by hand or prepaid mail to the shareholders (regardless hand or prepaid mail to the shareholders (regardless of whether they have voting rights at the of whether they have voting rights at the Shareholders’ general meeting) The addresses of Shareholders’ general meeting) The addresses of the recipients shall be the addresses registered in the the recipients shall be the addresses registered in the register of Shareholders register of Shareholders For holders of Domestic Shares, the notice of a For holders of Domestic Shares, the The notice of a Shareholders’ general meeting (including the notice Shareholders’ general meeting (including the notice of class meetings for holders of Domestic Shares) of class meetings for holders of Domestic Shares) may be in the form of an announcement The may be in the form of an announcement The announcement referred to herein shall be published announcement referred to herein shall be refers to on one or more newspaper(s) specified by the the announcement published on the website of the securities regulatory authority under the State Bank, one or more newspaper(s) specified by the Council All holders of Domestic Shares shall be securities regulatory authority under the State deemed as having been notified of the forthcoming Council All holders of Domestic Shares shall be Shareholders’ general meeting once the deemed as having been notified of the forthcoming announcement is published Shareholders’ general meeting once the announcement is published Subject to the laws and regulations, the Bank may send or dispatch the aforesaid notices of general Subject to the laws and regulations, the Bank may meeting to the holders of H shares (including send or dispatch the aforesaid notices of general notices of class meetings for holders of H Shares) meeting to the holders of H shares (including through the websites of the Bank and the Hong notices of class meetings for holders of H Shares) Kong Stock Exchange and other websites specified through, the websites of the Bank and the Hong by the Hong Kong Listing Rules from time to time, Kong Stock Exchange and other websites specified instead of sending or dispatching the personal by the Hong Kong Listing Rules from time to time delivery or prepaid mail subject to the laws and regulations, instead of sending or dispatching the personal delivery or The accidental omission to give a meeting notice to, prepaid mail Such notices of Shareholders’ or the failure to receive the meeting notice by, any general meeting are deemed to be received by person entitled to receive such notice, shall not shareholders once they have been published invalidate the Shareholders’ general meeting and the resolutions adopted thereat The simply accidental omission to give a meeting notice to, or the failure to receive the meeting notice by, any person entitled to receive such notice, shall not invalidate the Shareholders’ general meeting and the resolutions adopted thereat – 45 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 101 Any shareholder entitled to attend and Article 91 Any shareholder entitled to attend and having voting rights at a Shareholders’ general having voting rights at a Shareholders’ general meeting shall be entitled to appoint one or more meeting shall be entitled to appoint one or more persons (these persons need not be shareholders) as persons (these persons need not be shareholders) as proxies to attend and vote on their behalf A proxy proxies to attend and vote on their behalf A proxy may exercise the following powers according to the may exercise the following powers corresponding entrustment of the Shareholder: right to speak and vote of the shareholder at the Shareholders’ general meeting according to the (I) the same right of speech as the Shareholder at the entrustment of the Shareholder: Shareholders’ general meeting; (I) the same right of speech as the Shareholder at the (II) have authority to demand or join other Shareholders’ general meeting; Shareholders in demanding a poll; and (II) have authority to demand or join other (III) have the right to vote by hand or on a poll, but Shareholders in demanding a poll; and when more than one proxy has been appointed, the proxies only have the right to vote on a poll (III) have the right to vote by hand or on a poll, but when more than one proxy has been appointed, the proxies only have the right to vote on a poll The Bank’s major shareholders may appoint proxy(ies) to attend the Shareholders’ general meeting However, such proxy(ies) shall not be person other than the shareholders themselves and their related parties, parties acting in concert or their appointed director The Bank’s major shareholders shall not act as proxies as appointed by non-related parties or non-parties acting in concert to attend the Shareholders’ general meeting Article 103 Any legal person shareholder shall Article 93 Any legal person shareholder shall assign assign its legal representative or other its legal representative or other representative duly representative duly authorized to attend the authorized to attend the Shareholders’ general Shareholders’ general meeting The legal meeting The legal representative attending the representative attending the meeting shall present meeting shall present his/her identity card or valid his/her identity card or valid certificate bearing certificate bearing evidence of his/her qualifications evidence of his/her qualifications as legal as legal representative and shareholding certificate; representative and shareholding certificate; a proxy a proxy attending the meeting shall present his/her attending the meeting shall present his/her identity identity card, and the qualification certificate, card, and the qualification certificate, written power written power of attorney and shareholding of attorney and shareholding certificate of the legal certificate of the legal representative of the legal representative of the legal person shareholder person shareholder – 46 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 104 The power of attorney for voting issued Article 94 The power of attorney for voting issued by a shareholder to appoint other persons to attend by a shareholder to appoint other persons to attend the Shareholders’ general meeting shall contain the the Shareholders’ general meeting shall contain the following information: following information: (I) the name of the proxy; (I) the name of the principal and the class and number of shares of the Bank held; (II) whether or not the proxy has any voting right; (II) the name of the proxy; (III) instructions to vote for or against or abstain from voting on each and every matter under (III) whether or not the proxy has any voting right; consideration included in the agenda of the Shareholders’ general meeting; (IV) instructions to vote for or against or abstain from voting on each and every matter under (IV) whether or not the proxy has any voting consideration included in the agenda of the right(s) in respect of temporary proposals which Shareholders’ general meeting; may possibly be included in the agenda of the Shareholders’ general meeting, and, if the proxy has (V) whether or not the proxy has any voting right(s) such voting right(s), specific instructions as to the in respect of temporary proposals which may exercise of those voting rights; possibly be included in the agenda of the Shareholders’ general meeting, and, if the proxy has (V) the date of issue and validity period of the such voting right(s), specific instructions as to the power of attorney; exercise of those voting rights; (VI) the signature (seal) of the principal If the (VI) the date of issue and validity period of the principal is an institutional shareholder, the power of attorney; corporate seal shall be affixed; and (VII) the signature (seal) of the principal If the (VII) the power of attorney shall specify whether principal is an institutional shareholder, the the proxy may vote as he/she thinks fit if the corporate seal shall be affixed; and shareholder does not make specific instructions (VIII) the power of attorney shall specify whether the proxy may vote as he/she thinks fit if the shareholder does not make specific instructions – 47 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 105 Article 95 Where the shareholder is a recognized clearing Where the shareholder is a recognized clearing house or its agent as defined in Securities and house or its agent as defined in Securities and Futures Ordinance (Cap 571), the shareholder may Futures Ordinance (Cap 571), the shareholder may authorize one or more persons as he/she deems authorize one or more persons as he/she deems appropriate as his/her proxy(ies) at any appropriate as his/her proxy(ies) at any Shareholders’ general meeting or class meeting; Shareholders’ general meeting or class meeting and however, where two or more than two persons are creditors’ meeting (if applicable); however, where thus authorized, the power of attorney shall specify two or more than two persons are thus authorized, the numbers and classes of shares of each of such the power of attorney shall specify the numbers and authorized proxies The power of attorney shall be classes of shares of each of such authorized proxies signed by the persons authorized by the recognized The power of attorney shall be signed by the clearing house Any person so authorized may persons authorized by the recognized clearing represent the recognized clearing house or its agent house Any person so authorized may represent the to attend any meeting (without being required to recognized clearing house or its agent to attend any present shareholding certificate, notarized meeting (without being required to present authorization and/or further evidence of due shareholding certificate, notarized authorization authorization) and exercise its rights at such and/or further evidence of due authorization) and meeting (without being required to present exercise its rights at such meeting (without being shareholding certificate, notarized authorization required to present shareholding certificate, and/or further evidence of due authorization), as if notarized authorization and/or further evidence of that person is a natural person shareholder of the due authorization), including the right to speak Bank and vote, as if that person is a natural person shareholder of the Bank A corporate shareholder shall be represented by its legal representative or proxies authorized by the A corporate shareholder shall be represented by its resolutions of the Board and other decision-making legal representative or proxies authorized by the bodies to attend the Shareholders’ general meeting resolutions of the Board and other decision-making of the Bank bodies to attend the Shareholders’ general meeting of the Bank – 48 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 109 Where the Bank convenes a Article 99 Where the Bank convenes a Shareholders’ general meeting, shareholder(s) Shareholders’ general meeting, proposals of the severally or jointly holding more than 3% of the Shareholders’ general meeting shall be proposed total voting shares issued by the Bank may put by the Board normally The Audit and Consumer forward an interim proposal and submit it to the Rights Protection Committee and shareholder(s) Board in writing within 10 days before the severally or jointly holding more than 1% of the Shareholders’ general meeting is convened; the total voting shares issued by the Bank may put Board shall, within two days after receipt of the forward a proposal interim proposal, issue a supplementary notice of the Shareholders’ general meeting and submit the shareholder(s)Shareholder(s) severally or jointly interim proposal to the Shareholder’s general holding more than 31% of the total voting shares meeting for consideration The contents of the issued by the Bank may put forward an interim interim proposal shall be within the terms of proposal and submit it to the Board in writing within reference of the Shareholders’ general meeting and 10 days before the Shareholders’ general meeting is have definite topics for discussion and specific convened; the Board shall, within two days after issues for resolution Proposals at a Shareholders’ receipt of the interim proposal, issue a general meeting shall meet the following supplementary notice of the Shareholders’ general requirements: meeting and submit the interim proposal to the Shareholder’s general meeting for consideration, (I) the contents shall not run counter to provisions unless such interim proposal violates the laws of the laws, regulations and these Articles and shall and regulations or these Articles, or does not fall fall within the business scope of the Bank and terms within the terms of reference of the of reference of the Shareholders’ general meeting; Shareholders’ general meeting (II) the proposals shall have definite topics for The contents of the interim proposal shall be within discussion and specific issues for resolution; and the terms of reference of the Shareholders’ general meeting and have definite topics for discussion and (III) the proposals shall be submitted or delivered to specific issues for resolution Proposals at a the Board in written form Shareholders’ general meeting shall meet the following requirements: (I) the contents shall not run counter to provisions of the laws, regulations and these Articles and shall fall within the business scope of the Bank and terms of reference of the Shareholders’ general meeting; (II) the proposals shall have definite topics for discussion and specific issues for resolution; and (III) the proposals shall be submitted or delivered to the Board in written form – 49 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 113 The list of director or supervisor Article 103 The list of director or supervisor candidates is submitted by way of proposal for candidates is submitted by way of proposal for consideration at Shareholders’ general meetings consideration at Shareholders’ general meetings The director or supervisor candidates shall be voted The director or supervisor candidates shall be voted on separately at the Shareholders’ general meeting on separately at the Shareholders’ general meeting The method and procedure for nominating directors The method and procedure for nominating directors and supervisors are: and supervisors are: (I) A list of candidates for non-independent (I) A list of candidates for non-independent directors may be proposed by the Nomination and directors may be proposed by the Nomination and Remuneration Committee of the Board as per the Remuneration Committee of the Board as per the number of directors to be elected to the extent of the number of directors to be elected to the extent of the number of members of the Board specified in these number of members of the Board specified in these Articles; shareholder(s) severally or jointly holding Articles; shareholder(s) severally or jointly holding more than 3% of the total voting shares issued by more than 3% of the total voting shares issued by the Bank may propose candidates for non- the Bank may propose candidates for non- independent directors to the Board independent directors to the Board A list of candidates for shareholder supervisors shall A list of candidates for shareholder supervisors shall be proposed by the Board of Supervisors or be proposed by the Board of Supervisors or Shareholder(s) individually or jointly holding more Shareholder(s) individually or jointly holding more than 3% of the total voting shares issued by the than 3% of the total voting shares issued by the Bank as per the number of supervisors to be elected Bank as per the number of supervisors to be elected to the extent of the number of members of the Board to the extent of the number of members of the Board of Supervisors specified in these Articles of Supervisors specified in these Articles A shareholder or his/her related party shall not A shareholder or his/her related party shall not nominate director and supervisor candidates to the nominate director and supervisor candidates to the Shareholders’ general meeting at the same time; Shareholders’ general meeting at the same time; where a director (supervisor) candidate nominated where a director (supervisor) candidate nominated by a shareholder or his/her related party is approved by a shareholder or his/her related party is approved to sit on the Board or the Board of Supervisors, the to sit on the Board or the Board of Supervisors, the shareholder or his/her related party shall not shareholder or his/her related party shall not nominate any director (supervisor) candidate until nominate any director (supervisor) candidate until the term of office of the director (supervisor) the term of office of the director (supervisor) expires or the director (supervisor) is replaced If expires or the director (supervisor) is replaced If the State has regulations otherwise, such regulations the State has regulations otherwise, such regulations shall prevail shall prevail – 50 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Generally, the number of director/supervisor Generally, the number of director/supervisor candidates nominated by a shareholder and his/her candidates nominated by a shareholder and his/her related party shall not exceed one-third of the related party shall not exceed one-third of the number of the members of the Board/the Board of number of the members of the Board/the Board of Supervisors, except as otherwise prescribed by laws Supervisors, except as otherwise prescribed by laws and regulations and regulations (II) Candidates for employee Supervisors shall be (II) Candidates for employee Supervisors shall be nominated by the Board of Supervisors and labor nominated by the Board of Supervisors and labor union of the Bank, and are elected at the employee union of the Bank, and are elected at the employee representative meeting representative meeting (III) The Nomination and Remuneration Committee (II) The Nomination and Remuneration Committee of the Board of the Bank, shareholder(s) severally of the Board of the Bank, shareholder(s) severally or jointly holding more than 1% of the total voting or jointly holding more than 1% of the total voting shares issued by the Bank or the Board of shares issued by the Bank or the Board of Supervisors may propose candidates for Supervisors may propose candidates for independent directors to the Board, and independent directors to the Board, and shareholders or his/her related party who have shareholders or his/her related party who have nominated candidates for non-independent directors nominated candidates for non-independent directors shall not nominate any candidates for independent shall not nominate any candidates for independent directors In principle, the same shareholder can directors In principle, the same shareholder can propose one candidate for independent director propose one candidate for independent director only The selection and appointment of independent only The selection and appointment of independent directors shall be primarily market-based directors shall be primarily market-based The external supervisor candidates of the Bank are The external supervisor candidates of the Bank are nominated by the Board of Supervisors of the Bank nominated by the Board of Supervisors of the Bank or Shareholder(s) individually or jointly holding or Shareholder(s) individually or jointly holding more than 1% of the total voting shares issued by more than 1% of the total voting shares issued by the Bank, but shareholders who have nominated the Bank, but shareholders who have nominated shareholder supervisor candidates shall not shareholder supervisor candidates shall not nominate any external supervisor In principle, the nominate any external supervisor In principle, the same shareholder can propose one external same shareholder can propose one external supervisor candidate only supervisor candidate only The same shareholder shall not nominate The same shareholder shall not nominate independent director candidate and external independent director candidate and external supervisor candidate at the same time supervisor candidate at the same time – 51 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (IV) The Nomination and Remuneration Committee (III) The Nomination and Remuneration Committee of the Board shall make preliminary examination on of the Board shall make preliminary examination on the qualifications and conditions of the director the qualifications and conditions of the director candidates and submit the qualified candidates to candidates and submit the qualified candidates to the Board for consideration; and, upon the Board for consideration; and, upon consideration and approval by the Board, propose consideration and approval by the Board, propose director candidates to the Shareholders’ general director candidates to the Shareholders’ general meeting through written resolutions The meeting through written resolutions The Nomination Committee of the Board of Supervisors Nomination Committee of the Board of Supervisors shall make preliminary examination on the shall make preliminary examination on the qualifications and conditions of the candidates for qualifications and conditions of the candidates for shareholder supervisors and external supervisors; shareholder supervisors and external supervisors; and submit the qualified candidates to the Board of and submit the qualified candidates to the Board of Supervisors for consideration; and, upon Supervisors for consideration; and, upon consideration and approval by the Board of consideration and approval by the Board of Supervisors, propose supervisor candidates to the Supervisors, propose supervisor candidates to the Shareholders’ general meeting through written Shareholders’ general meeting through written resolutions resolutions (V) The director or supervisor candidates shall, (IV) The director or supervisor candidates shall, prior to the Shareholders’ general meeting, make prior to the Shareholders’ general meeting, make written undertakings that they accept the written undertakings that they accept the nominations, that the information announced nominations, that the information announced publicly about them is true and adequate, and that publicly about them is true, accurate and adequate, they will diligently fulfill the duties and obligations and that they will diligently fulfill the duties and as director or supervisor if elected obligations as director or supervisor if elected (VI) The Board of Directors or the Board of (V) The Board of Directors or the Board of Supervisors shall, prior to the Shareholders’ general Supervisors shall, prior to the Shareholders’ general meeting, disclose detailed information relating to meeting, disclose detailed information relating to the director or supervisor candidates to the the director or supervisor candidates to the Shareholders in accordance with laws and Shareholders in accordance with laws and regulations and these Articles, so that the regulations and these Articles, so that the shareholders will have sufficient understanding of shareholders will have sufficient understanding of the candidates in voting the candidates in voting (VII) In the event of a temporary vacancy of (VI) In the event of a temporary vacancy of director director or supervisor, the Nomination and or supervisor, the Nomination and Remuneration Remuneration Committee of the Board, Nomination Committee of the Board, Nomination Committee of Committee of the Board of Supervisors or the Board of Supervisors or shareholders qualified shareholders qualified for nomination shall propose for nomination shall propose and submit to the and submit to the Board or Board of Supervisors for Board or Board of Supervisors for consideration the consideration the candidates, who shall be elected candidates, who shall be elected or replaced at the or replaced at the Shareholders’ general meeting Shareholders’ general meeting Employee Employee supervisors shall be elected or replaced at supervisors directors shall be elected or replaced at the employee representative meeting the employee representative meeting – 52 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Section V Resolutions of Shareholders’ General Section V Resolutions of Shareholders’ General Meetings Meetings Article 114 Shareholders (including proxies thereof) Article 104 Shareholders (including proxies who vote at a Shareholders’ general meeting shall thereof) who vote at a Shareholders’ general exercise their voting rights in relation to the amount meeting shall exercise their voting rights in relation of voting shares they represent Each share shall to the amount of voting shares they represent Each have one vote However, the shares held by the share shall have one vote, except for class Bank have no voting rights and will not counted into shareholders However, the shares held by the the total number of shares with voting rights held by Bank have no voting rights and will not counted into shareholders attending the Shareholders’ general the total number of shares with voting rights held by meeting shareholders attending the Shareholders’ general meeting If any laws and regulations require that any shareholder shall abstain from voting on a certain If any laws and regulations require that any proposal or limit any shareholder to cast affirmative shareholder shall abstain from voting on a certain or negative votes on a certain proposal, any votes proposal or limit any shareholder to cast affirmative cast by the shareholder or proxy thereof in violation or negative votes on a certain proposal, any votes of the aforesaid requirement or restriction shall not cast by the shareholder or proxy thereof in violation be counted to the results of the voting of the aforesaid requirement or restriction shall not be counted to the results of the voting Article 115 A Shareholders’ general meeting shall Article 105 A Shareholders’ general meeting shall be held on-site be held on-site The Bank may also provide video, online and other electronic communication to facilitate shareholders in attending the meeting Where the Bank provides the above-mentioned methods for the convenience of shareholders to attend the meeting, it shall ensure the shareholders attending the meeting are able to communicate and discuss simultaneously, and vote through modern information technology means such as online voting platforms Shareholders attending a Shareholders’ general meeting via the above-mentioned methods shall be deemed as having attended the meeting – 53 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 117 The following matters shall be approved Article 107 The following matters shall be by ordinary resolutions at a Shareholders’ general approved by ordinary resolutions at a Shareholders’ meeting: general meeting: (I) examination and approval of the rules of (I) examination and approval of the rules of procedure for Shareholders’ general meetings, the procedure for Shareholders’ general meetings, and Board and the Board of Supervisors of the Bank; the Board and the Board of Supervisors of the Bank; (II) appointment and dismissal of directors and (II) appointment and dismissal of directors and remuneration of the relevant directors; remuneration of the relevant directors; (III) appointment and dismissal of shareholder (III) appointment and dismissal of shareholder Supervisors and external Supervisors and Supervisors and external Supervisors and remuneration of the relevant Supervisors; remuneration of the relevant Supervisors; (IV) reports made by the Board; (III) reports made by the Board; (V) reports made by the Board of Supervisors: (V) reports made by the Board of Supervisors: (VI) business policies and investment plans of the (VI) business policies and investment plans of the Bank; Bank; (VII) annual financial budgets and final accounts of (IV) annual financial budgets and final accounts of the Bank; the Bank; (VIII) profit distribution plans and loss recovery (V) profit distribution plans and loss recovery plans plans of the Bank; of the Bank; (IX) resolutions on the engagement, dismissal or (VI) resolutions on the engagement, dismissal or discontinuation of the appointment of the discontinuation of the appointment of the accounting firm responsible for the regular statutory accounting firm responsible for the regular statutory auditing of the Bank’s financial reports; auditing of the Bank’s financial reports; (X) other matters than those that should be passed (VII) other matters than those that should be passed by special resolutions or be subject to unanimous by special resolutions or be subject to unanimous approval pursuant to the laws and regulations or approval pursuant to the laws and regulations or these Articles these Articles – 54 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 118 The following matters shall be approved Article 108 The following matters shall be by special resolutions at a Shareholders’ general approved by special resolutions at a Shareholders’ meeting: general meeting: (I) amendments to these Articles; (I) amendments to these Articles; (II) the Bank’s listing or other fundraising (II) the Bank’s listing or other fundraising arrangements; arrangements; (III) any change of uses of the funds raised by the (III) any change of uses of the funds raised by the Bank; Bank; (IV) an increase or reduction in the registered (IV) an increase or reduction in the registered capital, the issuance of shares of any class, capital, the issuance of shares of any class, warrants, securities convertible to shares and other warrants, securities convertible to shares and other similar securities, and options or warrants to similar securities, and options or warrants to subscribe for any shares or the aforesaid convertible subscribe for any shares or the aforesaid convertible securities or similar rights of the Bank; securities or similar rights of the Bank; (V) resolution on purchase of the Bank’s shares in (V) resolution on purchase of the Bank’s shares in accordance with laws; accordance with laws; (VI) examination and approval of the Bank’s equity (VI) examination and approval of the Bank’s equity incentive plans; incentive plans; (VII) financial restructuring, merger, division, (VII) financial restructuring, merger, division, dissolution, liquidation or alteration on the dissolution, liquidation or alteration on the corporate form of the Bank; corporate form of the Bank; (VIII) issuance of bonds of the Bank; (VIII) issuance of bonds of the Bank; (IX) removal of independent directors; (IX) removal of independent directors; (X) examination and approval of important (X) examination and approval of important guarantees stipulated in Article 86 of these Articles; guarantees not falling within the business scope of the Bank stipulated in Article 76 86 of these (XI) examination and approval of any important Articles; investment beyond the business scope of the Bank with the amount exceeding 20% of the latest audited (XI) examination and approval of any important net assets of the Bank; investment beyond the business scope of the Bank with the amount exceeding 20% of the latest audited net assets of the Bank; – 55 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (XII) examination and approval of any purchase or (XII) examination and approval of any purchase or sale of major assets beyond the business scope of sale disposal of major assets beyond the business the Bank with the amount exceeding 20% of the scope of the Bank with the amount exceeding 20% latest audited net assets of the Bank (the purchases of the latest audited net assets of the Bank (the or sales of the same or relevant assets in the purchases or sales disposal of the same or relevant consecutive 12 months shall be calculated on a assets in the consecutive 12 months shall be cumulative basis); and calculated on a cumulative basis); and (XIII) matters specified in laws and regulations or (XIII) matters specified in laws and regulations or these Articles that shall be passed by special these Articles that shall be passed by special resolutions, and any other matter confirmed by an resolutions, and any other matter confirmed by an ordinary resolution at a Shareholders’ general ordinary resolution at a Shareholders’ general meeting that it may have material impact on the meeting that it may have material impact on the Bank and accordingly shall be approved by special Bank and accordingly shall be approved by special resolutions resolutions Article 120 A Shareholders’ general meeting shall Article 110 A Shareholders’ general meeting shall be convened and conducted in accordance with the be convened and conducted in accordance with the laws and regulations and these Articles Resolutions laws and regulations and these Articles of a Shareholders’ general meeting that run counter to laws and administrative regulations shall be void Resolutions of a Shareholders’ general meeting that If the convening procedure or voting method of the run counter to laws and administrative regulations Shareholders’ general meeting violates the laws, shall be void administrative regulations or these Articles or the contents of any resolution run counter to these If the convening procedure or voting method of the Articles, the shareholders may request the people’s Shareholders’ general meeting violates the laws, court to cancel the said procedure, method or administrative regulations or these Articles or the resolution within 60 days after adoption of the contents of any resolution run counter to these resolution Articles, the shareholders may request the people’s court to cancel the said procedure, method or resolution within 60 days after adoption of the resolution, unless there is only a minor defect in the convening procedure or voting method of the Shareholders’ general meeting, which has no substantive impact on the resolution Shareholders who have not been notified to attend the Shareholders’ general meeting may request the people’s court to cancel the said resolution within 60 days from the date when they became aware of or should have known of adoption of the resolution of the Shareholders’ general meeting; if the right to cancel is not exercised within one year after adoption of the resolution, the right to cancel shall be extinguished – 56 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles A resolution of the Shareholders’ general meeting of the Bank shall not be valid if any of the following circumstances applies: (I) failure to convene the Shareholders’ general meeting to form the resolution; (II) failure to vote on the resolution at the Shareholders’ general meeting; (III) the number of persons or the number of voting rights held attending the meeting failing to reach the number of persons or the number of voting rights held specified in the laws and regulation or the Articles of Association; (IV) the number of persons or the number of voting rights held in favor of the resolution failing to reach the number of persons or the number of voting rights held specified in the laws and regulation or the Articles of Association Article 123 Any voting by shareholders at a Shareholders’ general meeting shall be taken by way of registered poll, except where the presider of the meeting, in good faith, decides to allow a proposal (Consolidated into Article 113) which relates purely to a procedural or administrative matter to be voted on by a show of hands Article 124 A voting by poll that is demanded for matters concerning the election of presider or termination of the meeting shall be conducted immediately; for other matters, the presider of the Deleted meeting shall decide when to conduct voting by poll and the meeting can continue to discuss other matters The voting results shall still be deemed as a resolution adopted at such meeting – 57 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 125 In voting, shareholders (including (Former Article 123 consolidated into this proxies thereof) entitled to two or more votes need Article) not cast all the votes in the same way of pros or cons Article 113 Any voting by shareholders at a Article 126 The votes on each matter under Shareholders’ general meeting shall be taken by consideration shall be counted by two shareholders’ way of registered poll, except where the presider representatives and one supervisor and the voting of the meeting, in good faith, decides to allow a results shall be announced on the spot by the proposal which relates purely to a procedural or representative of the persons who have counted the administrative matter to be voted on by a show of votes The Bank shall appoint an accounting firm, hands In voting, shareholders (including proxies share registrar or external accountant qualified to thereof) entitled to two or more votes need not cast serve as auditor as the monitor of the vote count all the votes in the same way of pros or cons The votes on each matter under consideration shall be counted by two shareholders’ representatives and one supervisor and the voting results shall be announced on the spot by the representative of the persons who have counted the votes The Bank shall appoint an accounting firm, share registrar or external accountant qualified to serve as auditor as the monitor of the vote count Shareholders of the Bank or their proxies who vote online or by any other means shall be entitled to check their voting results via the relevant voting system – 58 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 127 The presider of the meeting shall Article 114 The close of a Shareholders’ general announce the voting result at the meeting, and meeting held on-site shall not be earlier than that determine whether a resolution of the Shareholders’ held online or by other means Relevant parties general meeting has been passed pursuant to the including the Company, vote counters, voting result His/her decision shall be final and scrutineers, shareholders, and network service conclusive The voting result shall be recorded in providers involved in on-site, online or other the minutes of the meeting If the presider of the voting methods of the Shareholders’ general meeting has any doubt as to the result of a meeting shall be subject to the confidentiality resolution which has been put to vote, he/she may obligation towards the voting before the voting have the votes counted If the presider of the results are announced formally The presider of meeting has not counted the votes, any shareholder the meeting shall announce the voting result at the who is present in person or by proxy and who meeting, and determine whether a resolution of the objects to the result announced by the presider of Shareholders’ general meeting has been passed the meeting may, immediately after the declaration pursuant to the voting result His/her decision shall of the voting result, demand that the votes be be final and conclusive The voting result shall be counted and the presider of the meeting shall have recorded in the minutes of the meeting If the the votes counted immediately presider of the meeting has any doubt as to the result of a resolution which has been put to vote, he/she If votes are counted at a Shareholders’ general may have the votes counted If the presider of the meeting, the counting result shall be recorded in the meeting has not counted the votes, any shareholder meeting minutes The minutes together with the who is present in person or by proxy and who attendance book of shareholders and the powers of objects to the result announced by the presider of attorney for attendance by proxy shall be kept at the the meeting may, immediately after the declaration domicile of the Company of the voting result, demand that the votes be counted and the presider of the meeting shall have the votes counted immediately If votes are counted at a Shareholders’ general meeting, the counting result shall be recorded in the meeting minutes The minutes together with the attendance book of shareholders and, the powers of attorney for attendance by proxy, and valid information relating to the voting online or by other means shall be kept at the domicile of the Company Bank – 59 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 129 Minutes of the Shareholders’ general Article 116 Minutes of the Shareholders’ general meeting shall specify: meeting shall specify: (I) the number of voting shares held by shareholders (I) the number of voting shares held by shareholders attending the Shareholders’ general meeting, and the and proxies attending the Shareholders’ general percentage of such shares in the total number of meeting, their number of voting shares held and shares of the Bank; the percentage of such shares in the total number of shares of the Bank; (II) the date and venue of the meeting; (II) the date and venue of the meeting; (III) the name of the presider of the meeting and the agenda of the meeting; (III) the name of the presider of the meeting and, the agenda of the meeting, and the name of the (IV) the highlights of each speech on each matter directors and senior management members under consideration; present at the meeting; (V) the voting result of each matter voted on; (IV) the process of consideration in respect of each matter under consideration, and the (VI) the questions and suggestions proposed by highlights of each speech on each matter under shareholders and answers and explanations, etc of consideration; directors, supervisors or senior management members on these questions; (V) the voting result of each matter voted on; (VII) the reasons for and process of convening and (VI) the questions and suggestions proposed by holding an extraordinary general meeting, if it is shareholders and answers and explanations, etc of held by the Board of Supervisors or shareholders in directors, supervisors or senior management accordance with these Articles; and members on these questions; (VIII) other contents that shall be recorded in the (VII) name of the convener, the reasons for and meeting minutes in accordance with opinions of the process of convening and holding an extraordinary Shareholders’ general meeting or provisions of general meeting, if it is held by the Board of these Articles Supervisors Audit and Consumer Rights Protection Committee or shareholders in accordance with these Articles; and (VIII) name of the lawyer, vote counters and scrutineers; and (IX) other contents that shall be recorded in the meeting minutes in accordance with opinions of the Shareholders’ general meeting or provisions of these Articles – 60 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 130 The minutes of the Shareholders’ Article 117 The minutes of the Shareholders’ general meeting shall be prepared in Chinese by the general meeting shall be prepared in Chinese by the secretary to the Board, circulated to shareholders, secretary to the Board, circulated to shareholders, signed by the presider of the meeting and attending signed by directors attending or present at the directors for confirmation, and kept perpetually by meeting, the secretary to the Board, the convener the secretary to the Board as the Bank’s file together or his/her representative and the presider of the with the attendance book of shareholders and meeting and attending directors for confirmation, powers of attorney for attendance by proxy and kept perpetually by the secretary to the Board as the Bank’s file together with the attendance book of shareholders and powers of attorney for attendance by proxy and valid information relating to the voting online or by other means Article 133 Shareholders may have access to copies of the meeting minutes free of charge during the office hours of the Bank If any shareholder asks for Deleted copies of relevant meeting minutes, the Bank shall send out the said copies within seven days after receipt of reasonable expenses Article 134 The Board of the Bank shall engage a Article 120 The Board of the Bank shall engage a qualified lawyer to attend the Shareholders’ general qualified lawyer to attend the Shareholders’ general meeting and provide opinions on the following meeting and provide opinions on the following issues: issues: (I) whether the procedures for convening and (I) whether the procedures for convening and holding the Shareholders’ general meeting comply holding the Shareholders’ general meeting comply with the laws and regulations and these Articles; with the laws and regulations and these Articles; (II) whether the qualifications of the attendees are (II) whether the qualifications of the attendees and lawful and valid; the convener are lawful and valid; (III) whether the shareholders making new (III) whether the shareholders making new proposals at the Shareholders’ general meeting are proposals at the Shareholders’ general meeting are eligible to do so; eligible to do so; (IV) whether the voting procedures of the (IV) whether the voting procedures and the voting Shareholders’ general meeting are legal and valid; results of the Shareholders’ general meeting are legal and valid; (V) whether the resolutions of the Shareholders’ general meeting are legal; and (V) whether the resolutions of the Shareholders’ general meeting are legal; and (VI) legal opinions on other issues upon request by the Bank (VI) legal opinions on other issues upon request by the Bank The Board of the Bank may also engage a notary to attend the Shareholders’ general meeting The Board of the Bank may also engage a notary to attend the Shareholders’ general meeting – 61 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 142 Apart from other classes of Article 128 Apart from other classes of Shareholders, the holders of Domestic Shares and Shareholders, the holders of Domestic overseas listed foreign shares are deemed to be SharesShareholders holding domestic unlisted Shareholders of different classes shares of the Bank and overseas listed foreign sharesholders of H Shares are deemed to be The special procedures for voting by a class Shareholders of different classes Shareholder shall not apply in the following circumstances: The special procedures for voting by a class Shareholder shall not apply in the following (I) upon the approval by way of a special resolution circumstances: passed by a Shareholders’ general meeting, the Bank independently or simultaneously issues (I) upon the approval by way of a special resolution Domestic Shares and/or overseas listed foreign passed by a Shareholders’ general meeting, the shares every 12 months, provided that the amount of Bank independently or simultaneously issues each class of shares intended to be issued is not Domestic Shares and/or overseas listed foreign more than 20% of the outstanding shares of the shares domestic unlisted shares and H Shares respective class; every 12 months, provided that the amount of each class of shares intended to be issued is not more (II) the Bank more than issuing Domestic Shares than 20% of the outstanding shares of the respective and overseas listed foreign shares at the time of class; incorporation, which is completed within 15 months upon the date of approval from the securities (II) the Bank’s plan on issuing Domestic Shares and regulatory authorities of the State Council; and overseas listed foreign shares domestic unlisted shares and H Shares at the time of incorporation, (III) the relevant authorities such as the securities which is completed within 15 months upon the date regulatory authorities of the State Council have of approval from the securities regulatory given approval for unlisted shares held by holders of authorities of the State Council; and Domestic Shares of the Bank to be transferred into overseas listed shares and to be listed and traded in (III) upon filing with the relevant authorities such overseas stock exchanges as the securities regulatory authorities of the State Council have given approval for unlisted shares held by holders of Domestic Shares of the Bank to be transferred, Shareholders of domestic unlisted shares will transfer the unlisted shares into overseas listed shares and to be listed and traded in overseas stock exchanges Article 143 The directors of the Bank shall be elected at the Shareholders’ general meeting Deleted Directors need not hold any shares of the Bank – 62 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 144 Directors shall be elected or replaced at Article 129 Directors shall be elected or replaced at the Shareholders’ general meeting and shall each the Shareholders’ general meeting Employee serve a term of three years, which shall be directors shall be democratically elected or calculated from the date upon which the relevant replaced by the Bank’s employees at the resolution is passed at the Shareholders’ general employee representative meeting meeting, and they shall not perform their duties until their qualifications are approved by the Directors shall each serve a term of three years, regulatory authorities A director may seek re- which shall be calculated from the date upon which election upon expiry of the said term the relevant resolution is passed at the Shareholders’ general meeting, and they shall not A written notice of the intention to nominate a perform their duties until their qualifications are director candidate and a notice in writing by that approved by the regulatory authorities A director candidate indicating his/her acceptance of such and may seek re-election upon expiry of the said nomination shall be given to the Bank seven days term Directors shall obtain approval from the before the date of the Shareholders’ general banking regulatory authorities of the State meeting Council or report in accordance with the laws and regulations, as specified in the relevant A Shareholders’ general meeting may dismiss any provisions of the banking regulatory authorities director within his/her term of office by an ordinary of the State Council The term of directors shall resolution provided that the relevant laws and be calculated from the date of the approval of the regulations are observed (however, the claim for banking regulatory authorities of the State compensation by the director under any contract Council For directors whose qualifications do shall not be affected) not require approval according to relevant regulations and directors who are re-elected A director shall continue to perform his/her duties upon expiry of their term, their term shall be as a director in accordance with the laws and calculated from the date of election regulations and these Articles until a duly reelected director takes office, if re-election is not conducted A written notice of the intention to nominate a in a timely manner upon the expiry of his/her term director candidate and a notice in writing by that of office, resulting in the number of directors being candidate indicating his/her acceptance of such less than the quorum or if the resignation of the nomination shall be given to the Bank seven days director within his/her term of office affects the before the date of the Shareholders’ general normal operation of the Bank meeting A Shareholders’ general meeting may dismiss any director within his/her term of office by an ordinary resolution provided that the relevant laws and regulations are observed (however, the claim for compensation by the director under any contract shall not be affected) A director shall continue to perform his/her duties as a director in accordance with the laws and regulations and these Articles until a duly reelected director takes office, if re-election is not conducted in a timely manner upon the expiry of his/her term of office, resulting in the number of directors being less than the quorum or if the resignation of the director within his/her term of office affects the normal operation of the Bank – 63 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 145 Directors of the Bank shall perform the following duties or obligations: (I) They shall pay continuous attention to the operations and management of the Bank, and are entitled to require the senior management to provide relevant materials reflecting the Bank’s operations and management in a comprehensive, timely and accurate manner or to make explanations on relevant issues; (II) They shall attend the Board meetings on time, fully examine the matters considered by the Board, express opinions independently, professionally and objectively, and vote independently on the basis of prudent judgment; (III) They shall be liable for the resolutions of the Board; (IV) They shall supervise the implementation of the resolutions of the Shareholders’ general meeting and the Board by the senior management; Deleted (V) They shall actively participate in training organized by the Bank and regulatory authorities, understand the rights and obligations of directors, be familiar with relevant laws, regulations and regulatory provisions, and maintain the professional knowledge and capabilities required for performing their duties; (VI) They shall be accountable to the Bank and all shareholders, and treat all shareholders fairly when performing duties; (VII) They shall observe a high standard of code of professional ethics and take into account the legitimate rights and interests of stakeholders; (VIII) They shall fulfill the duty of loyalty and duty of diligence to the Bank, perform duties with due diligence and prudence, and ensure that they have sufficient time and energy to perform their duties; (IX) They shall observe laws and regulations, regulatory provisions and these Articles – 64 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 149 A director may resign before his/her Article 133 A director may resign before his/her term of office expires In resigning his/her duties, a term of office expires In resigning his/her duties, a director shall tender a written resignation to the director shall tender a written resignation to the Board Board If no re-election is carried out in time upon the If no re-election is carried out in time upon the expiration of the term of office of a director, or the expiration of the term of office of a director, or the director resigns during his/her term of office director resigns during his/her term of office resulting in the number of the Board members lower resulting in the number of the Board members lower than the minimum number specified in the Company than the minimum number specified in the Company Law or two-thirds of the number specified in the Law or two-thirds of the number specified in the Articles of Association, the said director shall Articles of Association, the said director shall continue fulfilling the duties as a director until a continue fulfilling the duties as a director until a new director takes office The resignation report of new director takes office The resignation report of the director shall not become effective until the the director shall not become effective until the vacancy caused by his/her resignation is filled by vacancy caused by his/her resignation is filled by the next director the next director Save as provided in the preceding paragraph, a Save as provided in the preceding paragraph, a director’s resignation shall be effective when director’s resignation shall be effective when his/her resignation report is served to the Board his/her resignation report is served to the Board When the number of the Board members falls short When the number of the Board members falls short of the minimum number specified in the Company of the minimum number specified in the Company Law or the minimum number required for voting by Law or the minimum number required for voting by the Board due to the removal by the Shareholders’ the Board due to the removal by the Shareholders’ general meeting or death of directors, resignation of general meeting or death of directors, resignation of independent directors due to the loss of independent directors due to the loss of independence, or other circumstances where they independence, or other circumstances where they cannot perform their duties as directors, the powers cannot perform their duties as directors, the powers and functions of the Board shall be exercised by the and functions of the Board shall be exercised by the Shareholders’ general meeting until the number of Shareholders’ general meeting until the number of directors meets the requirements directors meets the requirements – 65 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 134 The Shareholders’ general meeting may resolve to remove a director, and such removal shall take effect on the date of resolution Where a director is removed before Newly Added the expiration of his/her term of office without a valid reason, such director may request compensation from the Bank Such removal shall also be without prejudice to any claim which such director may have under any contract Article 154 The Bank shall buy liability insurance Article 139 The Bank shall may buy liability for directors, but any liability caused by directors in insurance for directors during their term of office violation of laws and regulations and these Articles against liability for damages incurred during the shall not be included performance of their duties, but any liability caused by directors in violation of laws and regulations and these Articles shall not be included After the purchase or renewal of directors’ liability insurance by the Bank, the Board shall report the amount, the scope of coverage and the insurance premium rate of liability insurance to the Shareholders’ general meeting Article 156 Independent directors of the Bank are Article 141 Independent directors of the Bank are directors who do not hold any positions in the Bank directors who do not hold any positions in the Bank other than directorship and do not maintain with the other than directorship and do not maintain with the Bank and its shareholders or de facto controllers a Bank and its shareholders or de facto controllers a connection which may possibly hamper their connection which may possibly hamper their independent and objective judgments of the Bank’s independent and objective judgments of the Bank’s affairs Independent directors shall account for at affairs There shall be no less than three least one third of members of the Board of Independent independent directors, who shall Directors At least one of independent directors account for at least one third of members of the shall have appropriate professional qualifications Board of Directors At least one of independent under the Hong Kong Listing Rules or appropriate directors shall have appropriate professional accounting or related financial management qualifications under the Hong Kong Listing Rules expertise, and at least one of independent directors or appropriate accounting or related financial shall reside in Hong Kong management expertise, and at least one of independent directors shall reside in Hong Kong – 66 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 158 The provisions of these Articles on Article 143 The provisions of these Articles on qualifications of directors shall apply to qualifications of directors shall apply to independent directors In addition, an independent independent directors In addition, an independent director shall not be involved in the following director shall not be involved in the following circumstances: circumstances: (V) The entities in which a person or his/her close (V) The entities in which a person or his/her close relatives hold positions have business connections relatives hold positions have business connections or debtor-creditor relationship with the Bank in such or debtor-creditor relationship with the Bank in such aspects as legal, accounting, auditing and aspects as legal, accounting, auditing and management consulting and guarantee cooperation, management consulting and guarantee cooperation, thereby affecting the independence of his/her thereby affecting the independence of his/her performance of duties; performance of duties; (VI) A person or his/her close relatives may be (VI) A person or his/her close relatives may be controlled or materially influenced by the Bank’s controlled or materially influenced by the Bank’s major shareholders or senior management, thereby major substantial shareholders or senior affecting the independence of his/her performance management, thereby affecting the independence of of duties; and his/her performance of duties; and Article 163 An independent director shall be Article 148 An independent director shall be nominated, elected and replaced in accordance with nominated, elected and replaced in accordance with laws, regulations, these Articles and the following laws, regulations, these Articles and the following provisions: provisions: (I) Independent directors of the Bank shall be (I) Independent directors of the Bank shall be nominated by the nomination and remuneration nominated by the nomination and remuneration committee of the Board, shareholders individually committee of the Board, shareholders individually or jointly holding more than 1% of the Bank’s or jointly holding more than 1% of the Bank’s issued shares with voting rights and the Board of issued shares with voting rights and the Board of Supervisors and shall be elected by the Supervisors and shall be elected by the Shareholders’ general meeting; Shareholders’ general meeting; – 67 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (II) The nominator of an independent director (II) The nominator of an independent director candidate shall obtain the nominee’s consent prior candidate shall obtain the nominee’s consent prior to the nomination, and shall be fully aware of such to the nomination, and shall be fully aware of such particulars of the nominee in terms of his/her particulars of the nominee in terms of his/her occupation, academic qualification, professional occupation, academic qualification, professional title, detailed work experience and all information title, detailed work experience and all information regarding his/her positions held concurrently and regarding his/her positions held concurrently and provide opinions on the nominee’s qualification as provide opinions on the nominee’s qualification as an independent director and independence The an independent director and independence The nominee shall make an announcement stating that nominee shall make an announcement stating that there exists no relationship between the Bank and there exists no relationship between the Bank and him/her that affects his/her independent and him/her that affects his/her independent and objective judgment The nomination and objective judgment The nomination and remuneration committee of the Board shall conduct remuneration committee of the Board shall conduct qualification examination on the nominated qualification examination on the nominated independent directors, with examination focused on independent directors, with examination focused on independence, professional knowledge, experience independence, professional knowledge, experience and ability Before taking office, independent and ability Before taking office, independent directors shall make a statement to the Board to directors shall make a statement to the Board to ensure that they have sufficient time and energy to ensure that they have sufficient time and energy to perform their duties and undertake to perform duties perform their duties and undertake to perform duties diligently Before the Shareholders’ general meeting diligently Before the Shareholders’ general meeting is convened for election of independent Directors, is convened for election of independent Directors, the Board of the Bank shall disclose the above the Board of the Bank shall disclose the above information to the shareholders; information to the shareholders; (III) After the Shareholders’ general meeting is (III) After the Shareholders’ general meeting is convened and adopts the proposal on election of convened and adopts the proposal on election of independent directors, the Bank shall submit the independent directors, the Bank shall submit the relevant information of all candidates to the CBIRC relevant information of all candidates to the CBIRC and other relevant regulatory authorities If the banking regulatory authorities of the State Board of the Bank has any dissenting opinions on Council and other relevant regulatory authorities If the particulars of the nominees, the written opinions the Board of the Bank has any dissenting opinions of the Board shall also be submitted on the particulars of the nominees, the written opinions of the Board shall also be submitted If the relevant regulatory authorities have dissenting opinions on the nomination or qualification of any If the relevant regulatory authorities have dissenting nominee, the said nominee shall not be included as opinions on the nomination or qualification of any independent director candidate; and nominee, the said nominee shall not be included as independent director candidate; and (IV) The term of office of independent directors is the same as that of other directors An independent (IV) The term of office of independent directors is director shall serve a term of at most six years in the the same as that of other directors An independent Bank director shall serve a term of at most six years in the Bank – 68 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 164 The Board shall propose to the Shareholders’ general meeting to remove any director involved in any of the following circumstances: (I) Failure to meet the qualifications for an independent director due to change in position and failure to submit the resignation; (II) Failure to attend in person at least two thirds of the on-site Board meetings in a year; and (III) Other circumstances where an independent director shall not serve as or is no longer fit for independent director according to laws, regulations or these Articles A proposal made by the Board of Supervisors for dismissal of an independent director shall be approved by more than two thirds of the supervisors by voting before it is submitted to the Shareholders’ general meeting for consideration An independent director may make a statement and Deleted defense to the Board or Board of Supervisors before the aforesaid proposal is submitted to the Shareholders’ general meeting The Board of Supervisors shall convene a provisional meeting to listen to the statement and defense of the independent director before convening of the Shareholders’ general meeting To propose to the Shareholders’ general meeting to dismiss an independent director, the Board of Supervisors shall report to the CBIRC and other relevant regulatory authorities and send a notice to the related independent director one month before convening of the Shareholders’ general meeting The notice shall contain all the contents of the proposal The related independent director shall have the right to state opinions in oral or written form before voting at the Shareholders’ general meeting and have the right to submit the said opinions to CBIRC five days before convening of the Shareholders’ general meeting The Shareholders’ general meeting shall consider the opinions stated by the independent director according to laws before voting – 69 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 176 The Board of the Bank shall consist of Article 160 The Board of the Bank shall consist of executive directors and non-executive directors executive directors and non-executive directors (including independent directors) Executive (including independent directors) Executive directors refer to chairman and directors who also directors refer to chairman and directors who also hold positions as senior management members in hold positions as senior management members in addition to serving as a director of the Bank addition to serving as a director of the Bank Non-executive directors refer to directors who do Non-executive directors refer to directors who do not hold any position other than a director in the not hold any position other than a director in the Bank and does not assume the responsibilities of Bank and does not assume the responsibilities of senior management members The Board consists of senior management members The Board of the 18 directors, including four executive directors and Bank consists of 21 18 directors, including six independent directors The Bank shall have one executive directors and non-executive directors chairman and one vice chairman The chairman and (including independent directors): three four vice chairmen shall be elected and dismissed by executive directors and 18 non-executive directors more than half of all the directors The vice (including seven six independent directors) The chairman shall assist the chairman in performing Board shall include one employee director, who his/her duties shall not concurrently serve as a senior management member The total number of executive directors and employee director shall not exceed one-half of the total number of members of the Board The Bank shall have one chairman and one vice chairman The chairman and vice chairmen shall be elected and dismissed by more than half of all the directors The vice chairman shall assist the chairman in performing his/her duties Article 177 The Board shall undertake final Article 161 The Board shall undertake final responsibility of operation and management of the responsibility of operation and management of the Bank The Board shall exercise the following Bank The Board shall exercise the following functions and powers: functions and powers: (I) to convene Shareholders’ general meetings and (I) to convene Shareholders’ general meetings and report on its work to the Shareholders’ general report on its work to the Shareholders’ general meetings; meetings; (II) to implement resolutions of the Shareholders’ (II) to implement resolutions of the Shareholders’ general meetings; general meetings; (III) to formulate the Bank’s operation and (III) to formulate the Bank’s operation and development strategies and medium-term and long- development strategies and medium-term and long- term development plans and supervise term development plans and supervise implementation of the strategies; implementation of the strategies; – 70 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (IV) to appoint or dismiss the president and the (IV) to appoint or dismiss the president and the secretary to the Board of Directors of the Bank in secretary to the Board of Directors of the Bank in accordance with regulatory provisions; to appoint or accordance with regulatory provisions; to appoint or dismiss senior management members such as the dismiss senior management members such as the vice president, the chief financial officer and the vice president, the chief financial officer, and the chief risk management officer and general counsel chief risk management officer, chief compliance of the Bank as proposed by the president; and to officer, chief information officer and general determine remunerations, rewards and punishments counsel of the Bank as proposed by the president; of the aforesaid persons; and to determine remunerations, rewards and punishments of the aforesaid persons; (V) to formulate proposals for any amendment to the Articles a n d formulate the rules of procedure of (V) to formulate proposals for any amendment to the Shareholders’ general meeting and the rules of the Articles a n d formulate the rules of procedure of procedure of the Board, and review and approve the the Shareholders’ general meeting and the rules of working rules of the special committees of the procedure of the Board, and review and approve the Board of Directors; working rules of the special committees of the Board of Directors; (VI) to evaluate and improve the corporate governance of the Bank on a regular basis; (VI) to evaluate and improve the corporate governance of the Bank on a regular basis; (VII) to formulate the capital planning of the Bank, and take ultimate responsibility for capital (VII) to formulate the capital planning of the Bank, management; and take ultimate responsibility for capital management; (VIII) to formulate the listing or other fund raising and capital supplement plans of the Bank; (VIII) to formulate the listing or other fund raising and capital supplement plans of the Bank; (IX) to formulate plans for the use of funds raised by the Bank; (IX) to formulate plans for the use of funds raised by the Bank; (X) to formulate proposals concerning an increase or reduction in the registered capital and the (X) to formulate proposals concerning an increase issuance of any class of shares, warrants and other or reduction in the registered capital and the similar securities of the Bank; issuance of any class of shares, warrants and other similar securities of the Bank; (XI) to formulate proposals for material acquisitions of the Bank, and the repurchase of shares of the (XI) to formulate proposals for material acquisitions Bank; of the Bank, and the repurchase of shares of the Bank; (XII) to formulate the equity incentive plans of the Bank; (XII) to formulate the equity incentive plans of the Bank; (XIII) to review and approve material changes in shareholding of the Bank; (XIII) to review and approve material changes in shareholding of the Bank; – 71 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (XIV) to formulate proposals for financial (XIII) to formulate proposals for financial restructuring, merger, division, and dissolution and restructuring, merger, division, and dissolution and alteration on the corporate form of the Bank; alteration on the corporate form of the Bank; (XV) to formulate proposals for the issuance of (XIV) to formulate proposals for the issuance of bonds of the Bank; bonds of the Bank; (XVI) to decide on operational plans and investment (XV) to decide on operational plans and investment proposals of the Bank; proposals of the Bank; (XVII) to formulate annual financial budget plans, (XVI) to formulate annual financial budget plans, final account plans and risk capital allocation plans final account plans and risk capital allocation plans of the Bank; of the Bank; (XVIII) to formulate profit distribution plans and (XVII) to formulate profit distribution plans and loss recovery plans of the Bank; loss recovery plans of the Bank; (XIX) to formulate the major investment and major (XVIII) to formulate the major investment and asset disposal plans of the Bank; major asset disposal plans of the Bank; (XX) to review and approve external investments, (XIX) to review and approve external investments, acquisition of assets, asset disposal and write-off, acquisition of assets, asset disposal and write-off, asset mortgage, external guarantees, related party asset mortgage, external guarantees, related party transactions, data governance, etc in accordance transactions, data governance, etc in accordance with laws and regulations, regulatory provisions and with laws and regulations, regulatory provisions and the Articles of Association; the Articles of Association within the scope of business of the Bank; (XXI) to approve material related party transactions of the Bank as approved by the Related Party (XX) to approve external investments, purchase Transactions Control Committee of the Board in and disposal of assets, and external guarantees advance; beyond the scope of business of the Bank and not requiring approval at the Shareholders’ general (XXII) to propose to the Shareholders’ general meeting; meeting to engage or dismiss the accounting firm responsible for the regular statutory auditing of the (XXI) to review and approve material related party Bank’s financial reports; transactions of the Bank as approved by the Related Party Transactions Control Committee of the Board (XXIII) to be responsible for the Bank’s information in advance, as well as related party transactions disclosure, consider the Bank’s annual reports, and between directors, senior management members, bear the ultimate responsibility for the truthfulness, and their related parties and the Bank; accuracy, integrity and timeliness of the Bank’s accounting and financial reports; (XXII) to propose to the Shareholders’ general meeting to engage or dismiss the accounting firm responsible for the regular statutory auditing of the Bank’s financial reports; – 72 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (XXIV) to work out professional norms and value (XXIII) to be responsible for the Bank’s information criteria for the Board and the senior management to disclosure, consider the Bank’s annual reports, and observe and the Bank’s basic management system; bear the ultimate responsibility for the truthfulness, accuracy, integrity and timeliness of the Bank’s (XXV) to formulate the risk tolerance, risk accounting and financial reports; management and internal control policies and capital management policies, and take the ultimate (XXIV) to work out professional norms and value responsibility for overall risk management of the criteria for the Board and the senior management to Bank; observe and the Bank’s basic management system; (XXVI) to determine the overall plan of (XXV) to formulate the risk tolerance, risk remuneration for employees of the Bank; management and internal control policies and capital management policies, and take the ultimate (XXVII) to determine the operating performance responsibility for overall risk management of the evaluation indicators and performance evaluation Bank; policies of the Bank; (XXVI) to determine the overall plan of (XXVIII) to decide on the setup of internal remuneration for employees of the Bank; management institutions, domestic tier-one branches and overseas branches (offices) of the (XXVII) to determine the operating performance Bank; evaluation indicators and performance evaluation policies of the Bank; (XXIX) to listen to the work reports of senior management, supervise the duty performance of (XXVIII) to decide on the setup of internal senior management members and ensure the senior management institutions, domestic tier-one management members’ effective performance of branches and overseas branches (offices) of the management duties; Bank; (XXX) to report the regulatory opinions of the (XXIX) to listen to the work reports of senior CBIRC on the Bank and information about management, supervise the duty performance of rectification made by the Bank; senior management members and ensure the senior management members’ effective performance of (XXXI) to safeguard the legitimate rights and management duties; interests of financial consumers and other stakeholders; (XXX) to report the regulatory opinions of the CBIRC banking regulatory authorities of the (XXXII) to establish an identification, review and State Council on the Bank and information about management mechanism for the conflict of interests rectification made by the Bank; between the Bank and the Shareholders, especially substantial shareholders; – 73 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (XXXIII) to undertake the management (XXXI) to safeguard the legitimate rights and responsibility of shareholders’ affairs; and interests of financial consumers and other stakeholders; (XXXIV) to exercise other functions and powers stipulated by laws, regulations and these Articles, (XXXII) to establish an identification, review and and granted by the Shareholders’ general meetings management mechanism for the conflict of interests between the Bank and the Shareholders, especially The functions and powers of the Board are substantial shareholders; collectively performed by the Board In principle, the functions and powers of the Board of Directors (XXXIII) to undertake the management stipulated in the Company Law shall not be responsibility of shareholders’ affairs; and delegated to the chairman of the Board, directors, other institutions or individuals to perform If it is (XXXIV) to exercise other functions and powers indeed necessary to authorize certain specific stipulated by laws, regulations and these Articles, matters to be decided on, it shall be carried out in and granted by the Shareholders’ general meetings accordance with the law through resolutions of the Board of Directors Authorization shall be granted The functions and powers of the Board are on a case-by-case basis, and the functions and collectively performed by the Board In principle, powers of the Board of Directors shall not be the functions and powers of the Board of Directors generally or permanently delegated to other stipulated in the Company Law shall not be institutions or individuals to perform delegated to the chairman of the Board, directors, other institutions or individuals to perform If it is indeed necessary to authorize certain specific matters to be decided on, it shall be carried out in accordance with the law through resolutions of the Board of Directors Authorization shall be granted on a case-by-case basis, and the functions and powers of the Board of Directors shall not be generally or permanently delegated to other institutions or individuals to perform – 74 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 180 The Board shall determine the authority Article 164 The Board shall determine the authority for other external investments, purchase and sale of for other external investments, purchase and sale assets, external guarantees beyond the scope of disposal of assets, external guarantees beyond the business of the Bank, and set strict examination and scope of business of the Bank and within the terms decision-making procedures of reference of the Board, and set strict examination and decision-making procedures The president shall be responsible for purchase and disposal of the fixed assets involved in daily The president shall be responsible for purchase and operation activities according to the items and quota disposal of the fixed assets involved in daily approved in the annual budget Any item which is operation activities according to the items and quota beyond the approved budget and is subject to quota approved in the annual budget Any item which is provisions without detailed contents shall be dealt beyond the approved budget and is subject to quota with as follows: provisions without detailed contents shall be dealt with as follows: (I) any single amount below RMB40 million (inclusive) shall be approved by the president and (I) any single amount below RMB40 million reported to the Board for filing (inclusive) shall be approved by the president and reported to the Board for filing (II) any single amount above RMB40 million (exclusive) and below RMB100 million (inclusive) (II) any single amount above RMB40 million shall be reported to the chairman for approval and to (exclusive) and below RMB100 million (inclusive) the Board for filing after auditing by the audit and shall be reported to the chairman for approval and to consumer rights protection committee authorized by the Board for filing after auditing by the audit and the Board consumer rights protection committeeAudit and Consumer Rights Protection Committee (III) any single amount above RMB100 million authorized by the Board (exclusive) and below 20% (inclusive) of the latest audited net asset value of the Bank shall be (III) any single amount above RMB100 million approved by the Board upon resolution (exclusive) and below 20% (inclusive) of the latest audited net asset value of the Bank shall be (IV) any single amount above 20% (exclusive) of approved by the Board upon resolution the latest audited net asset value of the Bank shall be approved by the Shareholders’ general meeting (IV) any single amount above 20% (exclusive) of the latest audited net asset value of the Bank shall Purchase or disposal of the same or relevant assets be approved by the Shareholders’ general meeting by the Bank by batches in 12 consecutive months shall be calculated on a cumulative basis Purchase or disposal of the same or relevant assets by the Bank by batches in 12 consecutive months shall be calculated on a cumulative basis – 75 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 183 The chairman shall exercise the Article 167 The chairman shall exercise the following functions and powers: following functions and powers: (I) to preside over Shareholders’ general meetings, (I) to preside over Shareholders’ general meetings, and to convene and preside over Board meetings; and to convene and preside over Board meetings; (II) to supervise and examine the implementation of (II) to supervise and examine the implementation of the Board resolutions; the Board resolutions; (III) to exercise the functions and powers as legal (III) to exercise the functions and powers as legal representative; representative; (IV) to sign share certificates, bonds and other (IV) to sign share certificates, bonds and other securities of the Bank; securities of the Bank; (V) to nominate to the Board the president of the (V) to nominate to the Board the president of the Bank and secretary to the Board; Bank and secretary to the Board; (VI) to sign important documents of the Board and (VI) to sign important documents of the Board and other documents which shall be signed by the legal other documents which shall be signed by the legal representative of the Bank; representative of the Bank; (VII) to lead the formulation or drafting of various (VII) to lead the formulation or drafting of various plans that shall be submitted by the Board to the plans that shall be submitted by the Board to the Shareholders’ general meeting; Shareholders’ general meeting; (VIII) to lead the drafting or preparation of various (VIII) to lead the drafting or preparation of various reports that shall be submitted by the Board to the reports that shall be submitted by the Board to the Shareholders’ general meeting; Shareholders’ general meeting; (IX) to manage the Bank’s information disclosure (IX) to manage the Bank’s information disclosure matters; matters; (X) to listen to the work report of the president and (X) to listen to the work report of the president and examine the work of the president and other senior examine the work of the president and other senior management members, and ensure the senior management members, and ensure the senior management members’ effective performance of management members’ effective performance of management duties; management duties; – 76 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (XI) in the event of any severe natural disaster or (XI) in the event of any severe natural disaster or any other force majeure event, to exercise his/her any other force majeure event, to exercise his/her special power of disposition in relation to the special power of disposition in relation to the Bank’s affairs in the Bank’s interests and in Bank’s affairs in the Bank’s interests and in compliance with the relevant laws and regulations, compliance with the relevant laws and regulations, subsequently report such disposition to the Board subsequently report such disposition to the Board and the Shareholders’ general meeting of the Bank, and the Shareholders’ general meeting of the Bank, and pursue the responsibility according to and pursue the responsibility according to procedures if such disposition falls within the procedures if such disposition falls within the functions and powers of the Board or the functions and powers of the Board or the Shareholders’ general meeting; and Shareholders’ general meeting; and (XII) to exercise other functions and powers (XII) to exercise other functions and powers conferred by the Board conferred by the Board Article 184 Where the chairman cannot or fails to Article 168 Where the chairman cannot or fails to fulfil the duty thereof, the director jointly elected by fulfil the duty thereof, the vice chairman shall more than half of the directors may fulfil the said fulfil the said duty; where the vice chairman duty If the position of chairman is temporarily cannot or fails to fulfil the said duty, the director vacant due to pending approval for qualifications of jointly elected by more than half of the directors the new chairman or other reasons, the Bank shall may fulfil the said duty designate a person with relevant qualifications to act on behalf of the chairman and report to the If the position of chairman is temporarily vacant due qualification examination and decision authority to pending approval for qualifications of the new within three days after the designation The period chairman or other reasons, the Bank shall designate for acting on behalf of the chairman shall not exceed a person with relevant qualifications to act on behalf six months of the chairman and report to the qualification examination and decision authority within three days after the designation The period for acting on behalf of the chairman shall not exceed six months Article 185 The Board meetings are divided into Article 169 The Board meetings are divided into regular meetings and provisional meetings Regular regular meetings and provisional meetings Regular meetings shall be held at least four times a year and meetings shall be held at least four times a year and the chairman shall convene the meeting All the the chairman shall convene the meeting All the Directors shall be notified in writing to attend the Directors shall be notified in writing to attend the meeting, and all the Supervisors shall be notified to meeting, and all the Supervisors shall be notified to be present at the meeting 14 days before the be present at the meeting 14 days before the meeting The meeting agenda and relevant meeting The meeting agenda and relevant documents shall be served seven days before the documents shall be served seven days before the meeting meeting – 77 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 186 In any of the following circumstances, Article 170 In any of the following circumstances, the chairman shall convene a provisional Board the chairman shall convene a provisional Board meeting within five workdays: meeting within five workdays: (I) It is deemed necessary by the chairman; (I) It is deemed necessary by the chairman; (II) Shareholders who individually or jointly hold (II) Shareholders who individually or jointly hold more than 10% of the Bank’s shares with voting more than 10% of the Bank’s shares with voting rights make a proposal in writing; rights make a proposal in writing; (III) It is jointly proposed by more than one third of (III) It is jointly proposed by more than one third of the directors; the directors; (IV) It is proposed by more than two of the (IV) It is proposed by more than two of the independent directors; independent directors; (V) It is proposed by the Board of Supervisors; (V) It is proposed by the Board of Supervisors Audit and Consumer Rights Protection (VI) It is proposed by the president of the Bank; and Committee; (VII) Other circumstances stipulated by the relevant (VI) It is proposed by the president of the Bank; and laws and regulations and these Articles (VII) Other circumstances stipulated by the relevant laws and regulations and these Articles Article 190 Any decision made by the Board of the Article 174 Any decision made by the Board of the Bank on the following matters shall be subject to Bank on the following matters shall be subject to consideration and approval by more than two thirds consideration and approval by more than two thirds of all the directors: of all the directors: (I) appointment or dismissal of the Bank’s president (I) appointment or dismissal of the Bank’s president and secretary to the Board, and appointment or and secretary to the Board, and appointment or dismissal of the Bank’s senior management dismissal of the Bank’s senior management members such as vice president, chief financial members such as vice president, chief financial officer, chief risk management officer and general officer, chief risk management officer, chief counsel as nominated by the president, and compliance officer, chief information officer and determination of remunerations, rewards and general counsel as nominated by the president, and punishments for the aforesaid persons; determination of remunerations, rewards and punishments for the aforesaid persons; (II) plan for amendment to these Articles; (II) plan for amendment to these Articles; (III) plan for listing of the Bank on any stock exchange or other fund raising and capital (III) plan for listing of the Bank on any stock supplement plans; exchange or other fund raising and capital supplement plans; (IV) plans for use of funds raised by the Bank; (IV) plans for use of funds raised by the Bank; – 78 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (V) plans for increase or decrease of the registered (V) plans for increase or decrease of the registered capital of the Bank and issuance of shares of any capital of the Bank and issuance of shares of any class, warrants and other similar securities; class, warrants and other similar securities; (VI) plans for issuance of bonds of the Bank; (VI) plans for issuance of bonds of the Bank; (VII) plans for material acquisitions, repurchase of (VII) plans for material acquisitions, repurchase of shares of the Bank; shares of the Bank; (VIII) equity incentive plans of the Bank; (VIII) equity incentive plans of the Bank; (IX) plans for material equity changes, financial (IX) plans for material equity changes, financial restructuring, merger, division, dissolution and restructuring, merger, division, dissolution and alteration on the corporate form of the Bank; alteration on the corporate form of the Bank; (X) risk capital distribution plans, profit distribution (X) risk capital distribution plans, profit distribution plans, loss recovery plans and remuneration plans of plans, loss recovery plans and remuneration plans of the Bank; the Bank; (XI) major investment and major asset disposal (XI) major investment and major asset disposal plans of the Bank; plans of the Bank; (XII) other external investments, purchase and sale (XII) other external investments, purchase and sale of assets and external guarantees of the Bank disposal of assets and external guarantees of the beyond the Bank’s operations within the range Bank not subject to examination and approval authorized by the Shareholders’ general meeting; from the Shareholders’ general meeting and and beyond the Bank’s operations within the range authorized by the Shareholders’ general meeting; (XIII) approval for material related party and transactions as approved by the related party transactions control committee of the Board in (XIII) examination and approval for material advance related party transactions as examined and approved by the related party transactions control Important matters such as profit distribution plans, committee of the Board in advance and related remunerations plans, major investment and major party transactions between the directors, senior asset disposal plans, appointment or dismissal of management members and their related parties senior management members, capital supplement and the Bank plans of the Bank shall not be voted by written resolutions Important matters such as profit distribution plans, remunerations plans, major investment and major asset disposal plans, appointment or dismissal of senior management members, capital supplement plans of the Bank shall not be voted by written resolutions – 79 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Material related party transactions must be Material related party transactions and related approved by more than two-thirds of the non-related party transactions between the directors, senior directors, and if the number of non-related directors management members and their related parties attending Board meetings is less than three, it shall and the Bank must be approved by more than be submitted to the Shareholders’ general meetings two-thirds of the non-related directors, and if the for consideration number of non-related directors attending Board meetings is less than three, it shall be submitted to Save as otherwise specified in these Articles, the the Shareholders’ general meetings for matters other than those in Paragraph 1 of this consideration article shall be approved by more than half of the directors upon consideration Save as otherwise specified in these Articles, the matters other than those in Paragraph 1 of this article shall be approved by more than half of the directors upon consideration Article 192 For the disposal of fixed assets by the Board, if the aggregate of the expected value of the fixed assets proposed to be disposed of and the value of the fixed assets which had been disposed of within four months preceding such proposal for disposal exceeds 33% of the fixed assets value shown in the most recent balance sheet reviewed at a Shareholders’ general meeting, the Board shall not dispose of or approve the disposal of such fixed assets without the approval of the Shareholders’ Deleted general meeting Disposals of the fixed assets mentioned herein include transfer of some asset interests, but do not include guarantee provided by pledge of fixed assets The effectiveness of the Bank’s disposal of the fixed assets shall not be affected by any breach of Paragraph 1 of this article – 80 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 201 Resolutions of a Board meeting that run Article 184 Resolutions of a Board meeting that run counter to laws and administrative regulations shall counter to laws and administrative regulations shall be null and void If the convening procedure or be null and void voting method of Board meetings violates the laws, administrative regulations or these Articles or the If the convening procedure or voting method of contents of a resolution run counter to these Board meetings violates the laws, administrative Articles, the shareholders shall have the right to regulations or these Articles or the contents of a request the people’s court to cancel such resolution resolution run counter to these Articles, the within 60 days after adoption of the resolution shareholders shall have the right to request the people’s court to cancel such resolution within 60 days after adoption of the resolution, unless there is only a minor defect in the convening procedure or voting method of Board meetings, which has no substantive impact on the resolution A resolution of a Board meeting of the Bank shall not be valid in any of the following circumstances: (I) failure to convene a Board meeting to form the resolution; (II) failure to vote on the resolution at the Board meeting; (III) the number of persons or the number of voting rights held attending the meeting failing to reach the number of persons or the number of voting rights held specified in the laws and regulations or these Articles; and (IV) the number of persons or the number of voting rights held in favor of the resolution failing to reach the number of persons or the number of voting rights held as required under the laws and regulations or these Articles – 81 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Added section name Section IV Special Committees of the Board Article 203 The Board shall set up such special Article 186 The Board shall set up such special committees as Risk Management and Green Finance committees as Risk Management and Green Finance Committee (and the affiliated Related Party Committee (and the affiliated Related Party Transactions Control Committee), Audit and Transactions Control Committee), Audit and Consumer Rights Protection Committee, Consumer Rights Protection Committee, Nomination and Remuneration Committee, Nomination and Remuneration Committee, Development Strategy and Inclusive Finance Development Strategy and Inclusive Finance Committee The Board may set up other special Committee The Board may set up other special committees where necessary or make adjustments to committees where necessary or make adjustments to the aforesaid special committees The special the aforesaid special committees Unless otherwise committees shall, either expressly authorized by the provided by laws and regulations and these Board or as required by laws and regulations, Articles, the The special committees shall, either provide professional advice to the Board or make expressly authorized by the Board or as required by decisions on professional matters under the laws and regulations, provide professional advice to authority of the Board The relevant special the Board or make decisions on professional matters committees shall communicate regularly with senior under the authority of the Board The relevant management about the operation and risk profile of special committees shall communicate regularly the Bank and make suggestions and with senior management about the operation and recommendations risk profile of the Bank and make suggestions and recommendations The Bank will not set up a board of supervisors The functions and powers of such board will be taken over by the Audit and Consumer Rights Protection Committee of the Board according to laws – 82 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Each special committee shall have not less than 3 Each special committee shall have not less than 3 members, and the same director may serve on members, and the same director may serve on several special committees at the same time several special committees at the same time Members of the special committees shall be Members of the special committees shall be directors with expertise and experience directors with expertise and experience commensurate with the functions of the special commensurate with the functions of the special committees Among them, the members of the Audit committees Among them, the members of the Audit and Consumer Rights Protection Committee shall be and Consumer Rights Protection Committee shall be all non-executive directors with expertise and all non-executive directors with expertise and experience in such aspects as finance, audit, experience in such aspects as finance, audit, accounting or law, most of whom shall be accounting or law, most of whom shall be independent directors, and at least one of whom independent directors, and at least one of whom shall be an independent director with the shall be an independent director with the appropriate professional qualifications required by appropriate professional qualifications required by the Hong Kong Listing Rules or with the the Hong Kong Listing Rules or with the appropriate accounting or related financial appropriate accounting or related financial management expertise; and the majority of the management expertise, and the employee director Nomination and Remuneration Committee members may become a member of the Audit and shall be independent directors; the proportion of Consumer Rights Protection Committee; and the independent directors in the Risk Management and majority of the Nomination and Remuneration Green Finance Committee and Related Party Committee members shall be independent directors; Transactions Control Committee shall be not less the proportion of independent directors in the Risk than one-third in principle, and the chairmen of Management and Green Finance Committee and these committees shall have experience in judging Related Party Transactions Control Committee shall and managing all kinds of risks be not less than one-third in principle, and the chairmen of these committees shall have experience in judging and managing all kinds of risks Article 204 Each special committee under the Board Article 187 Each special committee under the shall be accountable to the Board The Bank shall Board shall be accountable to the Board The Bank provide necessary working conditions for the shall provide necessary working conditions for the special committees to perform their functions The special committees to perform their functions The Board shall, in accordance with laws and Board shall, in accordance with laws and regulations, these Articles and the rules of regulations, these Articles and the rules of procedure of the Board, formulate working rules of procedure of the Board, formulate working rules of special committees, and clearly define their special committees, and clearly define their respective objectives, authorities, responsibilities respective objectives, authorities, responsibilities and terms of office and terms of office Article 205 The relevant matters to be resolved by Article 188 The relevant matters to be resolved by the Board shall first be submitted to the relevant the Board shall first be submitted to the relevant special committee for deliberation, which special committee for deliberation, which committee shall put forward the deliberations committee shall put forward the deliberations Except as authorized by the Board according to Except as authorized by the Board according to laws, the deliberations of the special committee laws, the deliberations of the special committee cannot be substituted for the voting opinions of the cannot be substituted for the voting opinions of the Board The special committees may engage Board The special committees may engage intermediary agencies to provide professional intermediary agencies to provide professional advice, with costs to be borne by the Bank advice, with costs to be borne by the Bank – 83 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 206 Risk Management and Green Finance Article 189 Risk Management and Green Finance Committee shall perform the following duties: Committee shall perform the following duties: (VIII) hearing regularly (once every six months) (VIII) hearing regularly (once every six months) senior management’s reports on the risk and risk senior management’s reports on the risk and risk management profile of the Bank (including the due management profile of the Bank (including the due diligence of the Chief Risk Management Officer); diligence of the Chief Risk Management Officer); analyzing the deviation between the actual level of analyzing the deviation between the actual level of risk and the predetermined acceptable risk of the risk and the predetermined acceptable risk of the Bank; evaluating the consistency between the risk- Bank; evaluating the consistency between the risk- return ratio and the overall strategy of the Bank and return ratio and the overall strategy of the Bank and the implementation of the Bankan risk management the implementation of the Bank’s risk management policies by senior management; studying the bad policies by senior management; studying the bad debts, expected losses, trading losses and debts, expected losses, trading losses and transaction risks of the Bank and all other major risk transaction risks of the Bank and all other major risk issues based on reports from senior management; issues based on reports from senior management; putting forward suggestions on improving the risk putting forward suggestions on improving the risk management and internal control of the Bank in a management and internal control of the Bank in a timely manner and taking appropriate risk timely manner and taking appropriate risk mitigation measures; where necessary, hearing the mitigation measures; where necessary, hearing the Chief Risk Management Officer’s reports separately Chief Risk Management Officer’s reports separately and making suggestions and recommendations on and making suggestions and recommendations on the above-mentioned issues; reporting to the Board, the above-mentioned issues; reporting to the Board, as well as the senior management and the Board of as well as the senior management and the Board of Supervisors, so as to ensure that all risks of the Supervisors, so as to ensure that all risks of the Bank are controlled within the risk appetite of the Bank are controlled within the risk appetite of the Bank; Bank; (IX) where necessary, hearing the senior (IX) where necessary, hearing the senior management’s report on compliance with relevant management’s report on compliance with relevant laws and regulations, regulatory requirements, laws and regulations, regulatory requirements, policies, rules and regulations of the Bank and the policies, rules and regulations of the Bank and the relevant arrangements of anti-money laundering relevant arrangements of anti-money laundering work, as well as self-checking results; making a work, as well as self-checking results; making a judgment report on senior management self- judgment report on senior management’s checking results; making a judgment report on compliance with the relevant provisions, submitting senior management’s compliance with the relevant it to the Board for deliberation, and informing the provisions, submitting it to the Board for senior management and the Board of Supervisors at deliberation, and informing the senior management the same time; and the Board of Supervisors at the same time; – 84 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 207 The Audit and Consumer Rights Article 190 The Audit and Consumer Rights Protection Committee shall perform the following Protection Committee shall perform the following duties: duties: (I) assisting the Board in the management of the (I) examining the Bank’s financial affairs, audit work of the Bank; reviewing the Bank’s financial information and the disclosure thereof; (II) reviewing the internal audit charter and medium-term and long-term audit plans of the (II) supervising and evaluating the Bank’s Bank; internal control; (III) as authorized by the Board, organizing and (III) supervising and evaluating the Bank’s leading the internal audit work of the Bank, internal audit work; approving the Bank’s audit policies and procedures, annual audit work plan and audit budget and (IV) supervising and evaluating the Bank’s supervising the implementation, and evaluating the external audit work, and making audit department’s working procedures and work recommendations to the Board on the results; engagement or dismissal of the accounting firm responsible for the regular statutory audit of the (IV) enabling communication between internal and Bank’s financial reports; external auditors; (V) supervising the conduct of directors and (V) reviewing and approving appointment and senior management members when performing removal of the head of internal audit department, their duties; and evaluating and supervising the performance of the head of the audit department and the audit (VI) requiring directors and senior management department; members to make corrections when their conduct harm the interests of the Bank; (VI) hearing the quarterly audit working reports (including the project audit reports) and annual (VII) proposing the dismissal of or bringing audit working reports presented by the head of audit lawsuits according to laws against directors and department, submitting quarterly and annual audit senior management members who violate laws, working reports to the Board, and informing the administrative regulations, these Articles or the senior management and the Board of Supervisors; resolutions of Shareholders’ general meetings; (VII) hearing audit department’s reports on major (VIII) supervising the implementation of audit findings from internal, external and regulatory remuneration management system of the Bank (including but not limited to the CBIRC) audit and and scientificity and reasonability of on corresponding actions taken by the senior remuneration plan of senior management management; urging the senior management to take members; appropriate corrective measures in time against the control defects, illegal practices and other problems identified by the auditors in the audit report, reporting to the Board, as well as the senior management and the Board of Supervisors; – 85 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (VIII) examining the financial position, accounting (IX) supervising and evaluating the performance policies & procedures and financial reporting of due diligence of the Board and senior procedures of the Bank, and organizing working management in the data governance; bodies to conduct independent supervision and inspection on the implementation, and, if necessary, (X) supervising and evaluating the performance submitting the opinions for examination to the of due diligence of the Board and senior Board, and informing the senior management and management in the management of the conduct the Board of Supervisors at the same time; of employees; (IX) directing annual audit of the Bank, organizing (XI) supervising money laundering risk the working bodies to audit the Bank’s financial management, supervising the performance of due reports independently before they are submitted to diligence of the Board and senior management in the Board for deliberation, and making a judgment money laundering risk management and report on the authenticity, completeness and supervising rectification, and making accuracy of the information in the audited financial recommendations and opinions on the Bank’s report, reporting to the Board for consideration and money laundering risk management; informing the senior management and the Board of Supervisors at the same time; (XII) supervising the performance of due diligence of the Board and senior management in (X) organizing the working bodies to independently the reputation risk management, and including review and evaluate the Bank’s internal control and the relevant situation in its work reports; risk management system, supervising and inspecting the implementation and effectiveness of (XIII) assisting the Board in the management of the the system, and, if necessary, submitting opinions audit work of the Bank; and suggestions to the Board, and informing the senior management and the Board of Supervisors; (XIV) reviewing the internal audit charter and medium-term and long-term audit plans of the (XI) organizing discussions between the working Bank; bodies and the senior management on the internal control system of the Bank, and reporting to the (XV) as authorized by the Board, organizing and Board on related issues so as to urge the senior leading the internal audit work of the Bank, management to implement the effective internal approving the Bank’s audit policies and procedures, control system and to comply with the provisions of annual audit work plan and audit budget and relevant laws and regulations; supervising the implementation, and evaluating the audit department’s working procedures and work (XII) for the purchase and disposal of fixed assets results; involved in the daily business activities, in case of projects involving over-budget approval or projects (XVI) enabling communication between internal specifying budget limits without detailed contents, and external auditors; with a single expenditure of more than RMB40 million (exclusive) and less than RMB100 million (XVII) reviewing and approving appointment and (inclusive), the Committee shall review such removal of the head of internal audit department, expenditure, report it to the chairman of the Board and evaluating and supervising the performance of for approval and to the Board for filing; the head of the audit department and the audit department; – 86 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (XIII) when deciding to outsource some internal (XVIII) hearing the quarterly audit working reports audit projects, organizing the working bodies to (including the project audit reports) and annual review and supervise the independence, objectivity, audit working reports presented by the head of audit professional competence and effectiveness of department, submitting quarterly and annual audit relevant audit procedures of the outsourcing agency; working reports to the Board, and informing the senior management and the Board of Supervisors; (XIV) making recommendations to the Board on matters relating to the appointment, renewal or (XIX) hearing audit department’s reports on major dismissal of the external auditor responsible for the audit findings from internal, external and regulatory annual financial statements of the Bank and the (including but not limited to the CBIRC banking relevant terms of employment and remuneration; regulatory authorities of the State Council) audit where necessary, organizing working bodies to and on corresponding actions taken by the senior evaluate the independence, objectivity and work management; urging the senior management to take quality of the external auditor responsible for the appropriate corrective measures in time against the Bank’s annual financial report, and submitting the control defects, illegal practices and other problems evaluation report and relevant recommendations to identified by the auditors in the audit report, the Board; reporting to the Board, as well as the senior management and the Board of Supervisors; (XV) deciding, when necessary, to engage external agencies to evaluate the audit department’s due (XX) examining the financial position, accounting diligence and to ensure that the external agencies policies & procedures and financial reporting hired are professionally competent and independent procedures of the Bank, and organizing working of the subject of evaluation and have no conflict of bodies to conduct independent supervision and interest with the subject of evaluation; inspection on the implementation, and, if necessary, submitting the opinions for examination to the (XVI) drawing up strategies, policies and goals in Board, and informing the senior management and relation to consumer rights protection work of the the Board of Supervisors at the same time; Bank; (XXI) directing annual audit of the Bank, (XVII) urging the senior management to effectively organizing the working bodies to audit the Bank’s carry out and execute the relevant work of consumer financial reports independently before they are rights protection; submitted to the Board for deliberation, and making a judgment report on the authenticity, completeness (XVIII) regularly hearing special reports on the and accuracy of the information in the audited development of consumer right protection work; financial report, reporting to the Board for consideration and informing the senior management (XIX) supervising and evaluating the and the Board of Supervisors at the same time; comprehensiveness, timeliness and effectiveness of the Bank’s consumer rights protection work, as well (XXII) organizing the working bodies to as the performance of the senior management; independently review and evaluate the Bank’s internal control and risk management system, (XX) reviewing and making recommendations to supervising and inspecting the implementation and the Board on proposals for consumer rights effectiveness of the system, and, if necessary, protection to be submitted to the Board for submitting opinions and suggestions to the Board, consideration; and and informing the senior management and the Board of Supervisors; (XXI) performing other duties conferred by the Board and required by laws and regulations – 87 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (XXIII) organizing discussions between the working bodies and the senior management on the internal control system of the Bank, and reporting to the Board on related issues so as to urge the senior management to implement the effective internal control system and to comply with the provisions of relevant laws and regulations; (XXIV) for the purchase and disposal of fixed assets involved in the daily business activities, in case of projects involving over-budget approval or projects specifying budget limits without detailed contents, with a single expenditure of more than RMB40 million (exclusive) and less than RMB100 million (inclusive), the Committee shall review such expenditure, report it to the chairman of the Board for approval and to the Board for filing; (XIII) when deciding to outsource some internal audit projects, organizing the working bodies to review and supervise the independence, objectivity, professional competence and effectiveness of relevant audit procedures of the outsourcing agency; (XXV) making recommendations to the Board on matters relating to the appointment, renewal or dismissal of the external auditor responsible for the annual financial statements of the Bank and the relevant terms of employment and remuneration; where necessary, organizing working bodies to evaluate the independence, objectivity and work quality of the external auditor responsible for the Bank’s annual financial report, and submitting the evaluation report and relevant recommendations to the Board; (XXVI) deciding, when necessary, to engage external agencies to evaluate the audit department’s due diligence and to ensure that the external agencies hired are professionally competent and independent of the subject of evaluation and have no conflict of interest with the subject of evaluation; (XXVII) drawing up strategies, policies and goals in relation to consumer rights protection work of the Bank; – 88 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (XXVIII) urging the senior management to effectively carry out and execute the relevant work of consumer rights protection; (XXIX) regularly hearing special reports on the development of consumer right protection work; (XXX) supervising and evaluating the comprehensiveness, timeliness and effectiveness of the Bank’s consumer rights protection work, as well as the performance of the senior management; (XXXI) reviewing and making recommendations to the Board on proposals for consumer rights protection to be submitted to the Board for consideration; and (XXXII) performing other duties conferred by the Board and required by laws and regulations Resolutions made by the Audit and Consumer Rights Protection Committee in accordance with the laws and regulations and these Articles when it independently performs its supervisory functions and powers need not be submitted to the Board for review and approval The following matters shall be submitted to the Board for review upon approval by more than half of all members of the Audit and Consumer Rights Protection Committee: (I) disclosure of the financial information in financial and accounting reports and regular reports, as well as internal control evaluation reports; (II) engagement or dismissal of the accounting firm responsible for the regular statutory auditing of the Bank’s financial reports; (III) engagement or dismissal of the Chief Financial Officer; – 89 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (IV) changes in accounting policies, accounting estimates or corrections of material accounting errors for reasons other than changes in accounting standards; (V) other matters specified by laws and regulations, regulatory provisions and these Articles Article 191 Meetings of the Audit and Consumer Rights Protection Committee shall be convened at least once quarterly, and a meeting shall only be held when more than two-thirds of the members are present When the matter considered at a meeting of the Audit and Consumer Rights Protection Newly Added Committee is put to the vote, each member shall have one vote A resolution of the meeting shall be passed by more than half of all members Unless otherwise specified in these Articles, the deliberation mode and voting procedures of the Audit and Consumer Rights Protection Committee shall be specified in the committee’s working rules prepared by the Board – 90 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 209 The Development Strategy and Article 193 The Development Strategy and Inclusive Finance Committee shall perform the Inclusive Finance Committee shall perform the following duties: following duties: (I) reviewing the Bank’s operation and development (I) reviewing the Bank’s operation and development strategies and medium – and long-term development strategies and medium – and long-term development plans; plans; (II) periodically evaluating and reviewing the (II) periodically evaluating and reviewing the development strategies to ensure that the Bank’s development strategies to ensure that the Bank’s development strategies are in line with its development strategies are in line with its operational conditions and changes in the market operational conditions and changes in the market environment; environment; (III) reviewing proposals for material changes in (III) reviewing proposals for material changes in shareholding, financial restructuring, merger, shareholding, financial restructuring, merger, division and dissolution of the Bank; division and dissolution of the Bank; (IV) reviewing proposals concerning the Bank’s (IV) reviewing proposals concerning the Bank’s capital management planning, listing or other fund capital management planning, listing or other fund raising, use of proceeds, increase or decrease of raising, use of proceeds, increase or decrease of registered capital, and repurchase of shares of the registered capital, and repurchase of shares of the Bank; Bank; (V) reviewing the Bank’s plans for annual budget, (V) reviewing the Bank’s plans for annual budget, final accounts, risk capital allocation, profit final accounts, risk capital allocation, profit distribution, loss recovery and other financial plans distribution, loss recovery and other financial plans that may materially affect its business operations that may materially affect its business operations and development, and making suggestions or and development, and making suggestions or recommendations on whether they conform to the recommendations on whether they conform to the Bank’s development strategies; Bank’s development strategies; – 91 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 210 The Related Party Transactions Control Article 194 The Related Party Transactions Control Committee is subordinate to the Risk Management Committee is subordinate to the Risk Management and Green Finance Committee and shall perform the and Green Finance Committee and shall perform the following duties: following duties: (IV) major related party transactions shall be (IV) reviewing major related party transactions, as reviewed by the Related Party Transactions Control well as related party transactions between Committee and approved by the director and deputy directors, senior management members and their director of the Related Party Transactions Control related parties and the Bank shall be reviewed by Committee and submitted to the Board for approval; the Related Party Transactions Control Committee and approved by the director and deputy director of the Related Party Transactions Control Committee and submitted to the Board for approval; Article 217 The senior management shall consist of Article 201 The senior management shall consist of the president, vice presidents, secretary to the the president, vice presidents, secretary to the Board, Chief Financial Officer, Chief Risk Board, Chief Financial Officer, Chief Risk Management Officer, General Counsel and such Management Officer, Chief Compliance Officer, other members as determined by the Board of the Chief Information Officer, General Counsel and Bank The Bank shall have one president and such other members as determined by the Board of several vice presidents The president shall be the Bank The Bank shall have one president and selected by the Nomination and Remuneration several vice presidents The president shall be Committee under the Board, nominated by the selected by the Nomination and Remuneration chairman of the Board, and appointed or dismissed Committee under the Board, nominated by the by the Board The vice presidents and other senior chairman of the Board, and appointed or dismissed management members shall be nominated by the by the Board The vice presidents and other senior president and submitted to the Board for management members shall be nominated by the appointment or dismissal A director may serve president and submitted to the Board for concurrently as president, vice president or other appointment or dismissal A director may serve senior management members The chairman of the concurrently as president, vice president or other Board shall not serve as president concurrently senior management members The chairman of the Board shall not serve as president concurrently The president shall exercise his/her functions and powers in accordance with relevant laws and The president shall exercise his/her functions and regulations and the provisions of these Articles The powers in accordance with relevant laws and vice presidents and other senior management regulations and the provisions of these Articles The members shall assist the president in his/her work vice presidents and other senior management and perform their duties in accordance with relevant members shall assist the president in his/her work authority and perform their duties in accordance with relevant authority – 92 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles The senior management conducts operation and The senior management conducts operation and management activities in accordance with these management activities in accordance with these Articles and the authorization of the Board, and Articles and the authorization of the Board, and shall actively implement the resolutions of the shall actively implement the resolutions of the Shareholders’ general meeting and the resolutions Shareholders’ general meeting and the resolutions of the Board, to ensure that the Bank’s operations of the Board, to ensure that the Bank’s operations are consistent with the development strategies, risk are consistent with the development strategies, risk appetites and other policies as established and appetites and other policies as established and approved by the Board The senior management is approved by the Board The senior management is accountable to the Board and subject to the accountable to the Board and subject to the supervision of the Board of Supervisors, and shall supervision of the Board of Supervisors Audit and accurately and fully report the operations and Consumer Rights Protection Committee, and management of the Bank in a timely manner and shall accurately and fully report the operations and provide relevant materials as required by the Board management of the Bank in a timely manner and and the Board of Supervisors The operation and provide relevant materials as required by the Board management activities of the senior management and the Board of Supervisors Audit and Consumer within the scope of their functions and powers shall Rights Protection Committee The operation and not be interfered improperly by shareholders and the management activities of the senior management Board within the scope of their functions and powers shall not be interfered improperly by shareholders and the Board Article 220 The president shall be accountable to Article 204 The president shall be accountable to the Board and shall perform the following functions the Board and shall perform the following functions and powers: and powers: (V) to draw up annual budget plans, final account (V) to draw up annual budget plans, final account plans and risk capital distribution plans of the Bank; plans and risk capital distribution plans of the Bank; (VIII) to propose to the Board to appoint or dismiss (VIII) to propose to the Board to appoint or dismiss the vice president, Chief Financial Officer, Chief the vice president, Chief Financial Officer, Chief Risk Management Officer and other senior Risk Management Officer and other senior management members of the Bank; management members of the Bank; (IX) to authorize other senior management members (IX) to authorize other senior management members and the persons in charge of internal functional and the persons in charge of internal functional departments and branches to conduct operation and departments and branches to conduct operation and management activities in accordance with relevant management activities in accordance with relevant authorizations, management policies and rules; authorizations, management policies and rules; – 93 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (X) to appoint or dismiss the Bank’s staff members (X) to appoint or dismiss the Bank’s staff members other than those to be appointed or dismissed by the other than those to be appointed or dismissed by the Shareholders members other than those Board, and Shareholders’ general meetings or the Board, and to to decide their remuneration and rewards and decide their remuneration and rewards and punishments; punishments; (XV) to take emergency measures and immediately (XV) to take emergency measures and immediately report to the relevant regulatory authorities of the report to the relevant regulatory authorities of the State, the Board of Directors and the Board of State, and the Board of Directors and the Board of Supervisors in case of any material emergencies Supervisors in case of any material emergencies such as a run on the Bank; and such as a run on the Bank; and (XVI) to exercise other functions and powers (XVI) to exercise other functions and powers conferred by the Articles of Association or the conferred by the Articles of Association or the Board Board The vice presidents and other senior management The vice presidents and other senior management members shall assist the president in his/her work; members shall assist the president in his/her work; if the position of the president is vacant or the if the position of the president is vacant or the president cannot fulfil his/her powers and functions president cannot fulfil his/her powers and functions thereof, the Board of Directors shall designate a thereof, the Board of Directors shall designate a person to exercise powers and functions on behalf person to exercise powers and functions on behalf of the president of the president – 94 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 226 Senior management members shall Article 210 Senior management members shall abide by laws and regulations and these Articles, abide by laws and regulations and these Articles, observe professional conduct and high standards of observe professional conduct and high standards of code of ethics, fulfill duty of loyalty and duty of code of ethics, fulfill duty of loyalty and duty of care to the Bank, perform their duties bona fide, care to the Bank, perform their duties bona fide, with diligence and prudence, and ensure that they with diligence and prudence, and ensure that they have sufficient time and energy to perform their have sufficient time and energy to perform their duties and shall not be remiss in performance of duties and shall not be remiss in performance of duties or act beyond their authority, and shall not duties or act beyond their authority, and shall not seek business opportunities belonging to the Bank seek business opportunities belonging to the Bank for themselves or others, nor accept any interests for themselves or others, nor accept any interests related to the Bank’s transactions If any member of related to the Bank’s transactions If any member of the senior management causes economic losses to the senior management causes economic losses to the Bank due to violation of laws and regulations, the Bank due to violation of laws and regulations, malpractices and other serious dereliction of duty, malpractices and other serious dereliction of duty, he/she shall bear economic and legal liabilities he/she shall bear economic and legal liabilities The senior management members shall accept the The senior management members shall accept the supervision of the Board of Supervisors, and shall supervision of the Board of Supervisors Audit and regularly provide the Board of Supervisors with Consumer Rights Protection Committee, and information on the Bank’s business performance, shall regularly provide the Board of Supervisors important contracts, financial position, risk profile Audit and Consumer Rights Protection and business prospects, and shall not obstruct or Committee with information on the Bank’s hinder such activities as inspection and supervision business performance, important contracts, conducted by the Board of Supervisors in financial position, risk profile and business accordance with its authority prospects, and shall not obstruct or hinder such activities as inspection and supervision conducted The senior management members shall have the by the Board of Supervisors Audit and Consumer right to request the Board of Supervisors to raise Rights Protection Committee in accordance with objections and report to the banking regulatory its authority authorities for any acts of the Board that interfere with the operation and management activities in The senior management members shall have the violation of regulations right to request the Board of Supervisors Audit and Consumer Rights Protection Committee to raise objections and report to the banking regulatory authorities for any acts of the Board that interfere with the operation and management activities in violation of regulations – 95 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Chapter VIII Supervisors and Board of Supervisors Delete the whole chapter Chapter IX Qualifications and Obligations of Chapter VIII Qualifications and Obligations of Directors, Supervisors and Senior Management Directors, Supervisors and Senior Management Members Members Article 270 Directors of the Bank shall meet the Article 214 Directors of the Bank shall meet the following criteria: following criteria: (XI) shall understand the corporate governance (XI) shall understand the corporate governance structure, the Articles of Association and the duties structure, the these Articles of Association and the of the Board of the Bank; and duties of the Board of the Bank; and Article 271 No person shall hold the position of Article 215 No person shall hold the position of director, supervisor and senior management member director, supervisor and senior management member of the Bank in one of the following circumstances: of the Bank in one of the following circumstances: (I) a non-natural person; (I) a non-natural person; (II) a person without or with limited capacity for (II) a person without or with limited capacity for civil conduct; civil conduct; (III) a person with intentional or gross negligence (III) a person with intentional or gross negligence criminal records; criminal records; (IV) a person who has been penalized or sentenced (IV) a person who has been penalized or sentenced due to corruption, bribery, embezzlement, due to corruption, bribery, embezzlement, appropriation of property or the disruption of the appropriation of property or the disruption of the socialist market economy, and five years have not socialist market economy, and five years have not elapsed from which the punishment or deprivation elapsed from which the punishment or deprivation of political rights for the crimes committed was of political rights for the crimes committed was carried out; carried out, or has been given a suspended sentence, and two years have not elapsed since (V) a person under investigation by judicial the expiration of the period of probation; authorities for suspected violations of criminal law and the investigation is still ongoing; (V) a person under investigation by judicial authorities for suspected violations of criminal law and the investigation is still ongoing; – 96 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (VI) a person judged by the relevant regulatory (VI) a person judged by the relevant regulatory authorities as having violated the provisions of authorities as having violated the provisions of relevant securities laws and regulations, the relevant securities laws and regulations, the violation involves fraudulent or dishonest acts, and violation involves fraudulent or dishonest acts, and less than five years have elapsed since the ruling; less than five years have elapsed since the ruling; (VII) a person with misconducts in violation of (VII) a person with misconducts in violation of social morality, resulting in baneful impact; social morality, resulting in baneful impact; (VIII) a person who was personally liable or had (VIII) a person who was personally liable or had direct leadership responsibility for the operation direct leadership responsibility for the operation activities in violation of laws and regulations or activities in violation of laws and regulations or material losses of the entity which he/she worked material losses of the entity which he/she worked for, and the case was serious; for, and the case was serious; (IX) a person who serves or served as a director or (IX) a person who serves or served as a director or senior management member of an entity which is senior management member of an entity which is taken over, cancelled, declared bankrupt or having taken over, cancelled, declared bankrupt or having its business license revoked, unless the person could its business license revoked, unless the person could prove that he/she is not personally liable for such prove that he/she is not personally liable for such issues; issues; (X) a legal representative of companies or (X) a legal representative of companies or enterprises which were compulsorily closed down enterprises whose business licenses were revoked due to a violation of laws in which such person was or which were compulsorily closed down due to a personally liable, and three years have not elapsed violation of laws in which such person was from which the business license of the company or personally liable, and three years have not elapsed enterprise was revoked; from which the business license of the company or enterprise was revoked or it was compulsorily (XI) a person whose breach of professional ethics or closed down; conduct, or serious dereliction of duty has led to material losses or baneful impact; (XI) a person whose breach of professional ethics or conduct, or serious dereliction of duty has led to (XII) a person who instigates the entity in which material losses or baneful impact; he/she serves not to cooperate in legal supervision or case investigation, or participates in such non- (XII) a person who instigates the entity in which cooperation; he/she serves not to cooperate in legal supervision or case investigation, or participates in such non- (XIII) a person disqualified as a director or senior cooperation; management member for a lifetime, or punished for more than twice by regulatory authorities or other (XIII) a person disqualified as a director or senior financial regulatory departments; management member for a lifetime, or punished for more than twice by regulatory authorities or other financial regulatory departments; – 97 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (XIV) a person identified by the CBIRC as being (XIV) a person identified by the CBIRC banking banned from entering the market and whose ban has regulatory authorities of the State Council as not been lifted; being banned from entering the market and whose ban has not been lifted; (XV) a person who lacks the qualification as required in these Articles and takes improper means (XV) a person who lacks the qualification as to obtain approval for his/her qualification; required in these Articles and takes improper means to obtain approval for his/her qualification; (XVI) a person or his/her spouse who is still in default on a relatively large amount of overdue debt, (XVI) a person or his/her spouse who is still in including but not limited to overdue loans with the default on a relatively large amount of overdue debt, Bank; including but not limited to overdue loans with the Bank; (XVII) a person and his/her close relatives who jointly holding more than 5% of the Bank’s shares, (XVII) a person and his/her close relatives who with the total credits from the Bank significantly jointly holding more than 5% of the Bank’s shares, exceeding the net equity of the Bank held by with the total credits from the Bank significantly him/her/them; exceeding the net equity of the Bank held by him/her/them; (XVIII) a person and the shareholder entity controlled by him/her who/which jointly holding (XVIII) a person and the shareholder entity more than 5% of the Bank’s shares, with the total controlled by him/her who/which jointly holding credits from the Bank significantly exceeding the more than 5% of the Bank’s shares, with the total net equity of the Bank held by him/her/them; credits from the Bank significantly exceeding the net equity of the Bank held by him/her/them; (XIX) a person or his/her spouse who works in the shareholder entity holding more than 5% of the (XIX) a person or his/her spouse who works in the Bank’s shares, with the total credits obtained by shareholder entity holding more than 5% of the such shareholder entity from the Bank significantly Bank’s shares, with the total credits obtained by exceeding the net equity of the Bank held by it, such shareholder entity from the Bank significantly unless it can be proven that such credit has no exceeding the net equity of the Bank held by it, relationship with him/her or his/her spouse; unless it can be proven that such credit has no relationship with him/her or his/her spouse; (XX) circumstances in which a person’s other positions have obvious conflicts of interest with (XX) circumstances in which a person’s other his/her proposed position and current position in the positions have obvious conflicts of interest with Bank, or obviously disperse his/her time and energy his/her proposed position and current position in the for performing duties in the Bank; Bank, or obviously disperse his/her time and energy for performing duties in the Bank; (XXI) a person banned from holding leadership positions as stipulated by the laws and regulations; (XXI) a person banned from holding leadership and positions as stipulated by the laws and regulations; and (XXII) a person banned from serving as a director, supervisor and senior management member of the (XXII) a person banned from serving as a director, Bank as stipulated by the laws and regulations supervisor and senior management member of the Bank as stipulated by the laws and regulations – 98 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles The election of directors, supervisors and senior The election or appointment of directors, management members in contravention to the supervisors and senior management members in provisions under the preceding paragraph shall be contravention to the provisions under the preceding null and void Upon any contravention of the above paragraph shall be null and void Upon any by the directors, supervisors or senior management contravention of the above by the directors, members during their term of office, the Bank shall supervisors or senior management members during remove them from their position their term of office, the Bank shall remove them from their position The term “close relatives” in these Articles includes spouses, parents, children, siblings, grandparents, The term “close relatives” in these Articles includes maternal grandparents, grandchildren and maternal spouses, parents, children, siblings, grandparents, grandchildren maternal grandparents, grandchildren and maternal grandchildren Article 216 Directors of the Bank shall perform the following duties or obligations: (I) they shall pay continuous attention to the operations and management of the Bank, and are entitled to require the senior management to provide relevant materials reflecting the Bank’s operations and management in a comprehensive, timely and accurate manner or to make explanations on relevant issues; (II) they shall attend the Board meetings on time, fully examine the matters considered by the Board, express opinions independently, professionally and objectively, and vote independently on the basis of prudent judgment; Newly Added (III) they shall be liable for the resolutions of the Board; (IV) they shall supervise the implementation of the resolutions of the Shareholders’ general meeting and the Board by the senior management; (V) they shall actively participate in training organized by the Bank and regulatory authorities, understand the rights and obligations of directors, be familiar with relevant laws, regulations and regulatory provisions, and maintain the professional knowledge and capabilities required for performing their duties; – 99 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (VI) they shall be accountable to the Bank and all shareholders, and treat all shareholders fairly when performing duties; (VII) they shall observe a high standard of code of professional ethics and take into account the legitimate rights and interests of stakeholders; (VIII) they shall fulfill the duty of loyalty and duty of diligence to the Bank, perform duties with due diligence and prudence, and ensure that they have sufficient time and energy to perform their duties; (IX) they shall observe laws and regulations, regulatory provisions and these Articles Article 272 Save as specified in these Articles or duly authorized by the Board, no director shall act on behalf of the Bank or the Board in his/her personal name If a director acts in his/her own name but a third party may reasonably think the said director is acting on behalf of the Bank or the Board, the said director shall make a prior statement of his/her standpoint and capacity Deleted The validity of any act by a director and senior management member made on behalf of the Bank towards a third party acting in good faith shall not be affected by any non-compliance in regulations of that persons’ position, election procedure or qualifications – 100 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 273 In exercising the functions and powers conferred by the Bank, directors, supervisors and senior management members shall fulfill the following obligations to each shareholder in addition to the obligations as required by laws and regulations: (I) to comply with the requirements of laws and regulations and various state economic policies in terms of business operations, and not to let the Bank operate beyond the business scope specified in its business license; Deleted (II) to act in good faith and in the best interest of the Bank; (III) not to deprive the Bank of its assets in any form, including but not limited to the opportunities that are advantageous to the Bank; and (IV) not to deprive shareholders of their personal interests, including but not limited to any distribution rights or voting rights, unless the deprivation is made pursuant to a Bank restructuring submitted to and adopted at the Shareholders’ general meeting in accordance with these Articles Article 274 In exercising their rights or fulfilling their obligations, the directors, supervisors and senior management members of the Bank have the Deleted duty to act with due discretion, diligence and skill that a reasonably prudent person would exercise under similar circumstances – 101 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 275 In fulfilling duties, the directors, supervisors and senior management members of the Bank shall observe the principle of honesty, shall not set themselves in a position where their own interests may conflict with their obligations and shall exercise the rights conferred by the Bank with due discretion, care and diligence, including but not limited to performing the following obligations: (I) to act in good faith and in the best interest of the Bank; (II) to exercise their rights within the scope of their powers and not act in excess of those powers; (III) to exercise personally the management and discretion right vested in them and not to allow themselves to be controlled by others and, save as permitted by laws or administrative regulations or with the informed consent given at a Shareholders’ general meeting, not to transfer the exercise of their Deleted management and discretion right to others; (IV) to carefully read various business and financial reports of the Bank and keep informed of the operation and management conditions of the Bank; (V) to be equitable towards shareholders of the same class and fair towards shareholders of different classes; (VI) not to conclude any contract, conduct any transaction or make any arrangement with the Bank saved as specified in these Articles or with the informed consent given at a Shareholders’ general meeting; (VII) not to seek personal gains by using the property of the Bank in any form without the informed consent given at a Shareholders’ general meeting; – 102 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (VIII) not to abuse official powers to accept bribes or other unlawful income, and not to expropriate the Bank’ s property in any form, including but not limited to opportunities favorable to the Bank; (IX) not to conduct for themselves or others any businesses similar to those of their company without the informed consent given at a Shareholders’ general meeting; (X) not to accept commissions in connection with the Bank’ s transactions without the informed consent given at a Shareholders’ general meeting; (XI) to comply with these Articles, to perform his/her duties faithfully, to protect the interests of the Bank and not to exploit his/her position and power in the Bank for his/her own interests; (XII) not to compete with the Bank in any form without the informed consent given at a Shareholders’ general meeting; (XIII) not to appropriate the monies of the Bank, and not to open any account in their own or others’ names for the purpose of depositing the assets of the Bank; (XIV) without the consent given at a Shareholders’ general meeting or from the Board, not to lend the Bank’s funds to others, and not to use the Bank’ s assets as security for the personal debts of the shareholders of the Bank or others in violation of the provisions of these Articles; (XV) without the informed consent given at a Shareholders’ general meeting, not to disclose any confidential information related to the Bank acquired by them during their terms of office; not to use the said information even for the interest of the Bank; however, they may disclose such information to a court or other governmental authorities in the following circumstances: (1) required by law; (2) required for public interests; and (3) required for the interests of the said directors, supervisors and senior management members; and – 103 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (XVI) to accept the lawful supervision and rational suggestions of the Board of Supervisors on their performance of duties Earnings obtained by a director counter to the provisions herein shall belong to the Bank Article 276 Directors, supervisors and senior management members of the Bank shall not direct the following persons or institutions (“connected persons”) to do anything that the directors, supervisors and senior management members cannot do: (I) spouses or minor children of directors, supervisors and senior management members of the Bank; (II) trustees of directors, supervisors and senior management members of the Bank or persons set out in (I) of this article; Deleted (III) partners of directors, supervisors and senior management members of the Bank or persons set out in (I) and (II) of this article; (IV) companies under the de facto exclusive control of directors, supervisors and senior management members of the Bank or under de facto joint control of the persons set out in (I), (II) and (III) of this article or other directors, supervisors and senior management members of the Bank; and (V) directors, supervisors, managers and other senior management members of the controlled companies as set out in (IV) of this article Article 277 The honesty obligations of the directors, supervisors and senior management members of the Bank shall not necessarily end with the expiry of their terms of office, and their confidential obligations in respect of any commercial secrets of the Bank shall survive after expiry of their terms of Deleted office Other duties may continue for such period as the principle of fairness may require depending on the amount of time which has lapsed between the termination and the act concerned and the circumstances and conditions under which the relationship with the Bank was terminated – 104 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 278 The liability of directors, supervisors and senior management members of the Bank for breaching a given obligation may be exempted through an informed resolution given by Deleted shareholders at a Shareholders’ general meeting, save for the circumstances specified in Article 79(1) of these Articles Article 279 The directors, supervisors and senior management members of the Bank having any direct or indirect material conflict of interests in any executed or proposed contracts, transactions or arrangements (except the employment contracts between the Bank and its directors, supervisors and senior management members), regardless of whether such interests are usually subject to the approval or consent of the Board, such persons shall disclose the nature and extent of the conflict of interests to the Board as soon as possible Unless the directors, supervisors and senior management members of the Bank with conflict of interests have disclosed their interests to the Board in accordance with the requirements of this article, and the Board has approved the matter at the meeting without counting the interested persons into the quorum and without their participation in the vote, the Bank shall have the right to rescind such contracts, transactions or arrangements, except in Deleted circumstances where the counterparty is acting in good faith and unaware that the directors, supervisors and senior management members are in breach of their obligations The directors shall provide a written statement to the Related Party Transactions Control Committee on the relevant circumstances when performing the above obligations, and the Related Party Transactions Control Committee shall determine whether the directors constitute related parties in the relevant transactions Directors constituting related parties shall not vote at Board meetings If the connected persons of a director, supervisor and senior management member of the Bank have any conflict of interests with any contracts, transactions or arrangements, the director, supervisor and senior management members shall be deemed to have a conflict of interests as well – 105 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 280 Before the Bank considers entering into contracts, transactions or arrangements for the first time, and if the interested directors, supervisors and senior management members of the Bank have provided a written notice to the Board of Directors stating that they have a conflict of interests in the contracts, transactions or arrangements which Deleted would be entered into by the Bank in the future for the reasons set out in the notice, then the directors, supervisors and senior management members concerned shall be deemed to have made the disclosure as specified in Article 279 of these Articles to the extent as set out in the notice Article 281 The Bank shall not pay taxes in any form for its directors, supervisors and senior Deleted management members Article 282 The Bank shall not, directly or indirectly, provide any loan or loan guarantee to the directors, supervisors and senior management members of the Bank or its parent company, nor shall the Bank provide the same to their connected persons The requirements contained in preceding paragraph shall not apply in the following circumstances: (I) loans or loan guarantees provided by the Bank to Deleted its subsidiary companies; (II) loans, loan guarantees or other funds provided by the Bank to the directors, supervisors and senior management members of the Bank pursuant to their employment contracts which were adopted by the general meeting, so that the foregoing persons can make payments in the interests of the Bank or for the expenses incurred in performing their duties and responsibilities for the Bank; and – 106 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (III) if the normal scope of business of the Bank includes the provision of loans and loan guarantees, loans and loan guarantees provided by the Bank to the relevant directors, supervisors and senior management members of the Bank and their connected persons, provided that the loans and loan guarantees are provided on normal commercial terms and conditions If the Bank provides a loan in breach of the provision above, regardless of the terms of the loan, the person who has received the loan shall repay it immediately Article 283 The Bank shall not be forced to perform the loan guarantee it provides in breach of the first paragraph of the preceding article, except in the following circumstances: (I) the loan provider does not know that it has provided the loan to the connected persons of the Deleted directors, supervisors, and other senior management members of the Bank or its parent company; and (II) the collateral provided by the Bank has been legally sold by the loan provider to a goodwill buyer Article 284 The guarantee as referred to in the preceding articles of this chapter includes the act of the guarantor to assume the liability or provide Deleted assets to secure the performance of obligations by the obligor – 107 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 285 If the directors, supervisors or other senior management members fail to fulfill the obligations to the Bank, the Bank shall be entitled to take the following actions in addition to the rights and remedial measures under the relevant laws and regulations: (I) require relevant directors, supervisor and other senior management members to compensate the Bank for the losses arising from their neglect of duty; (II) cancel the contracts or transactions concluded between the Bank and relevant directors, supervisors and other senior management members, and between the Bank and a third person (if the third person knows or is supposed to know that the Deleted directors, supervisors and other senior management members representing the Bank have breached their obligations to the Bank); (III) require the relevant directors, supervisors and senior management members to surrender gains arising from breach of obligations; (IV) recover monies, including but not limited to commissions, received by the relevant directors, supervisors and senior management members but receivable by the Bank; and (V) require the relevant directors, supervisors and senior management members to surrender interests earned or likely to be earned from monies payable to the Bank – 108 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 286 The Bank shall enter into written contracts with its directors and the supervisors regarding remunerations which are subject to the prior approval from the Shareholders’ general meeting The aforesaid remunerations include: (I) remunerations for the directors, supervisors or senior management members of the Bank; (II) remunerations for the directors, supervisors or senior management members of the subsidiary companies of the Bank; Deleted (III) remunerations for those providing other services for managing the Bank and its subsidiary companies; and (IV) compensation to directors or supervisors for loss of their office or upon retirement Except for the contracts mentioned above, the directors and supervisors shall not initiate litigation against the Bank for benefits due to them in respect of the matters mentioned above Article 287 The remuneration contracts between the Bank and its directors or supervisors shall stipulate that if the Bank is acquired, the directors and supervisors of the Bank shall, subject to prior approval from the Shareholders’ general meeting, be entitled to compensation or other funds for loss of Deleted their positions or upon retirement The acquisition of the Bank mentioned in the preceding paragraph refers to one of the following circumstances: (I) a takeover offer made by any person to all shareholders; and – 109 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (II) a takeover offer made by any person with the intent of becoming the Controlling Shareholder If the directors and supervisors concerned do not comply with the provisions of this article, any funds received by them shall go to the persons who have accepted the offer mentioned above and sold their shares The directors and supervisors shall bear the expenses arising from the distribution of such amounts proportionally, and such expenses shall not be deducted from the amounts Chapter X Financial Accounting System, Profit Chapter IX Financial Accounting System, Profit Distribution and Audit Distribution and Audit Article 289 Our Bank shall publish its financial Article 218 The Bank shall prepare its annual report twice each financial year, ie publish the financial report at the end of each financial year, interim financial report within 60 days after the end which shall be audited by the accounting firm in of the first six months of each financial year and accordance with the laws The Bank shall publish publish its annual financial report within 120 days its financial report twice each financial year, ie after the end of each financial year publish the interim financial report within 60 days two months after the end of the first six months If the securities regulators in the place where the half of each financial year and publish its annual Shares are listed have regulations otherwise, such financial report within 120 days four months after regulations shall prevail the end of each financial year If the securities regulators in the place where the Shares are listed have regulations otherwise, such regulations shall prevail Article 290 At the end of each financial year, the Bank shall prepare an annual financial report which shall be examined and verified in a manner prescribed by the laws At each annual general Deleted meeting, the Board shall submit an annual financial report prepared by the Bank in accordance with the relevant laws and regulations to the shareholders – 110 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 291 The Board shall make the Bank’s legally audited annual financial reports available at the Board office of the Bank 20 days or earlier before the convening of the annual general meeting for inspection by shareholders Each shareholder of the Bank shall be entitled to obtain the financial reports mentioned in this chapter Deleted The aforesaid financial reports shall include: the report of the Board along with the balance sheet (including all documents to be attached to balance sheet as required by the laws and regulations) and income statement or income and expenditure statement or abstract of financial report approved by the Hong Kong Stock Exchange (subject to relevant laws and regulations) Article 296 The Bank shall not establish account Article 223 The Bank shall not establish account books other than the statutory account books No books other than the statutory account books No assets of the Bank may be kept in any account assets funds of the Bank may be kept in any account opened in the name of any individual opened in the name of any individual Article 299 The Bank’s major shareholders should Article 226 The Bank’s major shareholders should support the Bank to adjust its profit distribution support the Bank to adjust its profit distribution policy according to its own operating conditions, policy according to its own operating conditions, risk exposure, capital planning and market risk exposure, capital planning and market environment, and balance the relationship between environment, and balance the relationship between cash dividends and capital replenishment The cash dividends and capital replenishment The Bank’s major shareholders shall support the Bank in Bank’s major shareholders shall support the Bank in reducing or not making cash dividends if any of the reducing or not making cash dividends if any of the following circumstances exist: following circumstances exist: (I) where its capital adequacy ratios do not meet (I) where its capital adequacy ratios do not meet regulatory requirements; regulatory requirements; (II) where its corporate governance assessment (II) where its corporate governance assessment result is lower than class C or regulatory rating is result is lower than class C or regulatory rating is lower than grade 3; lower than grade 3; (III) where the allowance for loan losses is below (III) where the allowance for loan losses is below regulatory requirements or the non-performing loan regulatory requirements or the non-performing loan ratio is significantly higher than the industry ratio is significantly higher than the industry average level; average level; – 111 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (IV) where there is major risk incident or a serious (IV) where there is major risk incident or a serious violation of laws or regulations by the Bank; violation of laws or regulations by the Bank; (V) other circumstances where the CBIRC and its (V) other circumstances where the CBIRC and its local offices consider that dividends should not be local offices regulatory authorities consider that paid dividends should not be paid Article 305 The Bank shall appoint for Shareholders Article 232 The Bank shall appoint for of overseas listed foreign shares receiving agents Shareholders of overseas listed foreign shares H The receiving agents shall receive on behalf of the Shares receiving agents The receiving agents shall Shareholders concerned the dividends distributed receive on behalf of the Shareholders concerned the and other funds payable by the Bank in respect of dividends distributed and other funds payable by the the overseas listed foreign shares Bank in respect of the overseas listed foreign shares H Shares The receiving agents appointed by the Bank shall comply with the laws of the locality in which the The receiving agents appointed by the Bank shall Bank’s shares are listed or the relevant requirements comply with the laws of the locality in which the of the stock exchange The receiving agents Bank’s shares are listed or the relevant requirements appointed by the Bank for Shareholders of H-shares of the stock exchange The receiving agents shall be a company which is registered as a trust appointed by the Bank for Shareholders of H-shares company under the Trustee Ordinance of Hong shall be a company which is registered as a trust Kong company under the Trustee Ordinance of Hong Kong Article 309 The internal audit system and the duties Article 236 The internal audit system and the duties of the audit personnel shall be implemented upon of the audit personnel shall be implemented upon approval by the Board The person in charge of audit approval by the Board The person in charge of audit shall be responsible to and report works to the Audit shall be responsible to and report works to the and Consumer Rights Protection Committee of the Party committee of the Headquarters, the Board Board and the Audit and Consumer Rights Protection Committee of the Board Article 310 The Bank shall appoint an independent Article 237 The Bank shall appoint an independent accounting firm which meets the relevant accounting firm which meets the relevant requirements of the State to audit the Bank’s annual requirements of the State to audit the Bank’s annual financial reports and review the Bank’s other financial reports and review the Bank’s other financial reports financial reports, and it shall hold office for one year, and may be re-appointed – 112 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 313 The accounting firm appointed by the Bank shall be entitled to the following rights: (I) to inspect the financial statements, books, records or vouchers of the Bank at any time, and to request the directors, senior management members of the Bank to provide relevant information and explanation; (II) to request the Bank to provide other information and explanation as are necessary for the accounting firm to perform its duties, including requesting the Deleted Bank to take all reasonable measures to obtain from its subsidiary companies such information and explanation as are necessary for the accounting firm to perform its duties; and (III) to attend the Shareholders’ general meetings, and to obtain the notice of, and other information relating to, the Shareholders’ general meetings which any shareholder is entitled to receive, and to speak at any Shareholders’ general meeting in relation to matters concerning its role as the accounting firm appointed by the Bank Article 316 The appointment, dismissal or non- reappointment of an accounting firm by the Bank shall be determined by the Shareholders’ general meeting, and shall be filed with the securities regulatory authorities of the State Council The Shareholders’ general meeting shall abide by the following provisions when proposing to pass a resolution to appoint an accounting firm which is not currently serving the Bank to fill the vacancy of an accounting firm, or renew the term of office of an accounting firm appointed by the Board to fill the Deleted vacancy, or dismiss an accounting firm before the expiry of its term: (I) The proposal in relation to the appointment or dismissal shall be delivered prior to the issue of notice of the Shareholders’ general meeting to the accounting firm to be appointed, the accounting firm leaving office, or the accounting firm which has left office in the relevant fiscal year Leaving office includes dismissal, resignation and retirement – 113 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles (II) If an accounting firm leaving office makes a written statement and requests the Bank to inform shareholders of such statement, the Bank shall take the following measures, unless the written statement is received too late: 1 to state in the notice which is issued for the purpose of adopting a resolution that the accounting firm which is leaving office has made a statement; 2 to send a copy of the statement in the form of an attachment to the notice to each shareholder entitled to receive the notice of Shareholders’ general meeting in the manner prescribed in these Articles (III) If the Bank fails to dispatch the statement of the relevant accounting firm in accordance with (II) above, the relevant accounting firm may request such statement to be read at the Shareholders’ general meeting and may make further appeals (VI) The accounting firm leaving office shall have the right to attend the following meetings: 1 the Shareholders’ general meeting at which its term of office would have expired; 2 the Shareholders’ general meeting held to fill the vacancy as a result of its dismissal; 3 the Shareholders’ general meeting held as a result of its voluntary resignation The accounting firm leaving office shall have the right to receive all notices of, or other information relating to, the abovementioned meetings, and may express its views at the aforementioned meetings on matters in relation to its previous appointment as the accounting firm of the Bank – 114 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 317 The Bank shall notify the accounting Article 242 The Bank shall notify the accounting firm 15 days before the dismissal or non- firm 15 days before the dismissal or non- reappointment of such accounting firm The reappointment of such accounting firm The accounting firm shall have the right to present its accounting firm shall have the right to present its views at the Shareholders’ general meeting In the views at the Shareholders’ general meeting is event the accounting firm proposes to resign from permitted to present its views when the dismissal its position, it shall explain to the Shareholders’ of such accounting firm is voted by the general meeting whether there has been any Shareholders’ general meeting In the event the impropriety on the part of the Bank accounting firm proposes to resign from its position, it shall explain to the Shareholders’ general meeting An accounting firm may resign by depositing at the whether there has been any impropriety on the part legal address of the Bank a written resignation of the Bank notice which shall become effective on the date of such deposit or on such later date as stipulated in An accounting firm may resign by depositing at the such notice Such notice shall contain the following legal address of the Bank a written resignation statements: notice which shall become effective on the date of such deposit or on such later date as stipulated in (I) a statement to the effect that there are no such notice Such notice shall contain the following circumstances in connection with its resignation statements: which it considers should be brought to the notice of the shareholders or creditors of the Bank; or (I) a statement to the effect that there are no circumstances in connection with its resignation (II) a statement of any other circumstances which it considers should be brought to the notice of requiring an explanation the shareholders or creditors of the Bank; or (II) a statement of any other circumstances requiring an explanation – 115 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles The Bank shall send a copy of the written notice The Bank shall send a copy of the written notice referred to in the preceding paragraph to the referred to in the preceding paragraph to the relevant regulatory authorities within 14 days upon relevant regulatory authorities within 14 days upon receipt of such written notice If the notice contains receipt of such written notice If the notice contains a statement mentioned in (II) above, a copy of such a statement mentioned in (II) above, a copy of such statement shall be placed at the Bank for inspection statement shall be placed at the Bank for inspection by shareholders The Bank shall also send a copy of by shareholders The Bank shall also send a copy of such statement by prepaid mail to every holder of such statement by prepaid mail to every holder of overseas listed foreign shares at the address overseas listed foreign shares at the address registered in the register of members; or the Bank registered in the register of members; or the Bank shall, within the aforesaid period, issue or publish shall, within the aforesaid period, issue or publish such statement through the website of the stock such statement through the website of the stock exchange where the shares of the Bank are listed or exchange where the shares of the Bank are listed or on one or more newspapers designated thereby and on one or more newspapers designated thereby and stipulated in these Articles, subject to compliance stipulated in these Articles, subject to compliance with the laws and regulations and Hong Kong with the laws and regulations and Hong Kong Listing Rules Listing Rules In the event the accounting firm’s notice of In the event the accounting firm’s notice of resignation contains a statement of any other resignation contains a statement of any other circumstances requiring an explanation, the circumstances requiring an explanation, the accounting firm may require the Board to convene accounting firm may require the Board to convene an extraordinary general meeting to allow the an extraordinary general meeting to allow the accounting firm to explain the circumstances in accounting firm to explain the circumstances in connection with its resignation connection with its resignation Article 318 Notwithstanding what was agreed in the contract concluded between an accounting firm and the Bank, the Shareholders’ general meeting may, before the term of office of the accounting firm expires, decide to dismiss the accounting firm by Deleted way of an ordinary resolution Such decision shall not affect any right of the accounting firm to claim compensation from the Bank, which arises from its dismissal – 116 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Chapter XI Notice and Announcement Chapter X Notice and Announcement Article 321 Except as otherwise provided in these Article 245 Except as otherwise provided in these Articles, notices of meetings of the Board of Articles, notices of meetings of the Board of Directors, its special committees, the Board of Directors, and its special committees, the Board of Supervisors, and its special committees convened Supervisors, and its special committees convened by the Bank shall be delivered in writing by by the Bank shall be delivered in writing by personal delivery, courier, post, fax, and personal delivery, courier, post, fax, and information publishing platforms designated by the information publishing platforms designated by the Bank Bank Chapter XII Merger, Division, Dissolution and Chapter XI Merger, Division, Dissolution and Liquidation Liquidation Article 327 In respect of the merger or division of the Bank, the Board shall propose a plan and have it adopted following the procedure specified in these Articles, and go through relevant examination and approval formalities pursuant to laws Any shareholder objecting to the merger or division of the Bank shall have the right to require the Bank or Deleted the shareholders approving the merger or division of the Bank to purchase his/her shares at a fair price The resolution of merger or division of the Bank shall be made as a special document for inspection by shareholders For holders of H Shares, the Bank shall deliver the aforementioned documents by mail Article 330 If the Bank is involved in a merger, the Article 253 If the Bank is involved in a merger, the parties to the merger shall enter into a merger parties to the merger shall enter into a merger agreement The parties to the merger shall prepare a agreement The parties to the merger shall prepare a balance sheet and an inventory of assets The Bank balance sheet and an inventory of assets The Bank shall notify its creditors within 10 days after the shall notify its creditors within 10 days after the adoption of the merger resolution and shall publish adoption of the merger resolution and shall publish announcements in newspapers within 30 days The announcements in newspapers or the National creditors may require the Bank to repay debts or Enterprise Credit Information Publicity System provide corresponding guarantees within 30 days within 30 days The creditors may require the Bank after receipt of the notice or within 45 days after the to repay debts or provide corresponding guarantees announcement if the creditors haven’t received the within 30 days after receipt of the notice or within notice 45 days after the announcement if the creditors haven’t received the notice – 117 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 331 Where the Bank is divided, its Article 254 Where the Bank is divided, its properties shall be divided accordingly In the event properties shall be divided accordingly In the event of division of the Bank, the parties concerned shall of division of the Bank, the parties concerned shall conclude a division agreement and prepare balance conclude a division agreement and prepare balance sheets and property inventories The Bank shall sheets and property inventories The Bank shall notify its creditors within 10 days after adoption of notify its creditors within 10 days after adoption of the division resolution and shall make the division resolution and shall make announcements in newspapers within 30 days announcements in newspapers or the National Enterprise Credit Information Publicity System within 30 days Article 335 The Bank shall be dissolved and Article 258 The Bank shall be dissolved and liquidated according to law in any of the following liquidated according to law in any of the following circumstances: circumstancesThe Bank is dissolved due to the following reasons: (I) if the Shareholders’ general meeting resolves to do so; (I) the term of operation specified in these Articles expires or any other circumstances for (II) if a dissolution is necessary as a result of a dissolution specified in these Articles arise merger or division; (II) if the Shareholders’ general meeting resolves to (III) if the Bank is declared bankruptcy according to do so; law because it is unable to pay its debts when they fall due; (III) if a dissolution is necessary as a result of a merger or division; (IV) if the Bank is ordered to close due to violation of laws and regulations; (III) if the Bank is declared bankruptcy according to law because it is unable to pay its debts when they (V) if the Bank gets into serious trouble in fall due; operations and management and continuation may incur material losses to the interests of the (IV) if its business license is revoked, the Bank or shareholders, and no solution can be found through it is ordered to close due to violation of laws and any other channel, the shareholders holding more regulations or cancelled according to law; than 10% of the total voting rights of all the shareholders of the Bank may request the people’s (V) if the Bank gets into serious trouble in court to dissolve the Bank; and operations and management and continuation may incur material losses to the interests of the (VI) the term of operation specified in these Articles shareholders, and no solution can be found through expires or any other circumstance for dissolution any other channel, the shareholders holding more specified in these Articles arises than 10% of the total voting rights of all the shareholders of the Bank may request the people’s court to dissolve the Bank; (VI) the term of operation specified in these Articles expires or any other circumstance for dissolution specified in these Articles arises – 118 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles The Bank’s liquidation and dissolution matters shall If any of the circumstances for dissolution comply with the requirements of the Company Law, specified in the preceding paragraph arises, the the Commercial Banking Law and the exchange Bank shall publicize the circumstance for where the Bank’s securities are listed, and shall be dissolution through the National Enterprise approved by relevant regulatory authorities, if Credit Information Publicity System within 10 required days The Bank’s liquidation and dissolution matters shall comply with the requirements of the Company Law, the Commercial Banking Law and the exchange where the Bank’s securities are listed, and shall be approved by relevant regulatory authorities, if required Where the Bank is dissolved pursuant to (I), (II), (IV) and (V) of Paragraph 1 of the above Article, it shall be liquidated The directors, who are the Bank’s liquidation obligors, shall set up a liquidation committee to commence the liquidation within 15 days from the date on which the circumstance for dissolution occurs The liquidation committee shall be composed of directors, unless otherwise specified in these Articles or another person is appointed according to a resolution at a Shareholders’ general meeting The liquidation obligors shall assume compensation liability if the Bank or creditors incur losses as a result of the liquidation obligors’ failure to perform their liquidation obligations in a timely manner – 119 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 336 Where the Bank is dissolved pursuant to (I), (V) and (VI) of the preceding article, a liquidation committee shall be set up within 15 days and the members thereof shall be decided by an ordinary resolution at a Shareholders’ general meeting If no liquidation committee is established after the said timeframe, the creditors may apply to the people’s court for appointment of relevant persons to establish a liquidation committee to commence liquidation Where the Bank is dissolved pursuant to (II) of the preceding article, the liquidation work shall be handled by the parties to the merger or division in accordance with the contract signed at the time of Deleted the merger or division Where the Bank is dissolved pursuant to (III) of the preceding article, a liquidation committee comprising shareholders, relevant authorities and professionals shall be established by the people’s court in accordance with relevant laws to carry out the liquidation Where the Bank is dissolved pursuant to (IV) of the preceding article, the relevant competent authorities shall organize shareholders, relevant authorities and relevant professionals to set up a liquidation committee for liquidation Article 337 After the establishment of the liquidation committee, the functions and powers of the Board and the president shall immediately be Deleted ceased During the liquidation period, the Bank shall not carry out new business activities – 120 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 338 If the Board decides that the Bank shall be liquidated (except for liquidation resulting from the Bank’s declaration of bankruptcy), it shall state in the notice of Shareholders’ general meeting convened for such purpose that the Board has conducted a comprehensive investigation into the situation of the Bank and believes that the Bank is able to pay off all its debts within 12 months following the commencement of the liquidation After the resolution on liquidation is adopted at the Shareholders’ general meeting, the functions and Deleted powers of the Board of the Bank shall be terminated immediately The liquidation committee shall, as per the instructions of the Shareholders’ general meeting, report to the Shareholders’ general meeting at least once a year about the revenues and expenses of the liquidation committee, the businesses of the Bank and the progress of liquidation, and deliver a final report to the Shareholders’ general meeting at the end of liquidation Article 339 During liquidation, the liquidation Article 259 During liquidation, the liquidation committee shall exercise the following functions committee shall exercise the following functions and powers: and powers: (I) to inform creditors by notice or announcement; (I) to inform creditors by notice or announcement; (II) to liquidate the assets of the Bank and prepare (II) to liquidate the assets of the Bank and prepare a balance sheet and a property inventory separately; a balance sheet and a property inventory separately; (III) to deal with the outstanding businesses of the (III) to deal with the outstanding businesses of the Bank relating to liquidation; Bank relating to liquidation; (IV) to pay off the outstanding taxes; (IV) to pay off the outstanding taxes and taxes arising in the course of liquidation; (V) to settle creditor’s rights and debts; (V) to settle creditor’s rights and debts; (VI) to dispose of the remaining assets of the Bank after repayment of debts; and (VI) to dispose of distribute the remaining assets of the Bank after repayment of debts; and (VII) to represent the Bank in civil proceedings (VII) to represent the Bank in civil proceedings – 121 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 340 The liquidation committee shall notify Article 260 The liquidation committee shall notify the creditors within 10 days after its establishment the creditors within 10 days after its establishment and shall make announcements in newspapers and shall make announcements in newspapers or within 60 days the National Enterprise Credit Information Publicity System within 60 days Article 341 The creditors shall declare their Article 261 The creditors shall declare their creditor’s rights to the liquidation committee within creditor’s rights to the liquidation committee within 30 days after receipt of the notice or within 45 days 30 days after receipt of the notice or within 45 days after announcement if the creditors have not after announcement if the creditors have not received the notice When declaring their creditor’s received the notice When declaring their creditor’s rights, the creditors shall explain matters relating to rights, the creditors shall explain matters relating to their rights and provide relevant evidential their rights and provide relevant evidential documents The liquidation committee shall register documents The liquidation committee shall register the creditor’s rights the creditor’s rights During period of declaration of creditor’s rights, the liquidation committee shall not settle the creditor’s debts Article 343 The assets of the Bank shall be Article 263 The assets of the Bank shall be liquidated in the following order of priority: liquidated in the following order of priority: (I) to pay liquidation expenses; (I) to pay liquidation expenses; (II) to pay employees’ salaries, social insurance (II) to pay employees’ salaries, social insurance expenses and statutory compensations of the Bank; expenses and statutory compensations of the Bank; (III) to pay principal and interests of personal (III) to pay principal and interests of personal savings deposits; savings deposits; (IV) to pay outstanding taxes; (IV) to pay outstanding taxes; (V) to pay debts of the Bank; and (V) to pay debts of the Bank; and (VI) to distribute as per the types of the shares held (VI) to distribute as per the types of the shares held by the Shareholders and their shareholding by the Shareholders and their shareholding percentages percentages Before liquidation as specified in (I) to (V) of the The Bank shall subsist during the liquidation preceding paragraphs, the assets of the Bank shall period, but it shall not carry out business not be distributed to shareholders activities that do not relate to the liquidation Before liquidation as specified in (I) to (V) of the preceding paragraphs, the assets of the Bank shall not be distributed to shareholders – 122 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 344 In the event of liquidation due to Article 264 In the event of liquidation due to dissolution of the Bank, after the liquidation dissolution of the Bank, after After the liquidation committee has liquidated the assets of the Bank and committee has liquidated the assets of the Bank and prepared a balance sheet and a property inventory, if prepared a balance sheet and a property inventory, if it discovers that the Bank’s assets are insufficient to it discovers that the Bank’s assets are insufficient to repay its debts in full, it shall apply to the people’s repay its debts in full, it shall apply to the people’s court to declare bankruptcy upon the approval of the court to declare for bankruptcy liquidation upon banking regulatory authority Once the people’s the approval of the banking regulatory authority court makes a ruling declaring the Bank bankruptcy, Once the people’s court makes a ruling declaring the the liquidation committee shall hand over the Bank has accepted the application for bankruptcy, liquidation matters to the people’s court the liquidation committee shall hand over the liquidation matters to a bankruptcy administrator designated by the people’s court Article 345 After completion of liquidation, the Article 265 After completion of liquidation, the liquidation committee shall prepare a liquidation liquidation committee shall prepare a liquidation report and income and expenditure statements and report and income and expenditure statements and account books in respect of the liquidation period account books in respect of the liquidation period and, after verification of the Chinese certified and, after verification of the Chinese certified public accountants, shall submit the same to the public accountants, shall and submit the same to the Shareholders’ general meeting or the relevant Shareholders’ general meeting or the relevant competent authority for confirmation competent authority for confirmation The liquidation committee shall, within 30 days after The liquidation committee shall, within 30 days obtaining confirmation on the liquidation report after obtaining confirmation on the liquidation from the Shareholders’ general meeting or the report from the Shareholders’ general meeting or the relevant competent authority, and submit the relevant competent authority, submit the aforesaid aforesaid documentation to the company Bank’s documentation to the company registration registration authority, and apply to cancel company authority, and apply to cancel registration of the registration of the Bank and announce termination Bank and announce termination of the Bank of the Bank Members of the liquidation committee shall faithfully perform their duties and carry out their liquidation obligations according to the laws, and shall not abuse their official powers to seek bribes or other illegal income or expropriate the properties of the Bank duties and fulfill the duty of loyalty and duty of diligence Members of the liquidation committee shall assume compensation liability if the Bank incurs losses as a result of the remissness of the said members in carrying out liquidation duties Members of the liquidation committee shall assume compensation liability if the Bank or creditors incur losses as a result of the deliberate or gross default of the said members – 123 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 346 Members of the liquidation committee shall faithfully perform their duties and carry out their liquidation obligations according to the laws, and shall not abuse their official powers to seek bribes or other illegal income or expropriate the properties of the Bank Members of the liquidation committee shall assume compensation liability if the Bank or creditors incur losses as a result of the deliberate or gross default of the said members Chapter XIV Settlement of Disputes Chapter XIII Settlement of Disputes Article 353 The Bank shall observe the following Article 272 The Bank shall observe the following rules for settlement of disputes: rules for settlement of disputes: (I) Where any disputes or claims arise between a (I) Where any disputes or claims arise between a holder of overseas listed foreign shares and the holder of overseas listed foreign sharesH Bank; between a holder of overseas listed foreign Shareholder and the Bank; between a holder of shares and a Director, Supervisor or senior overseas listed foreign sharesH Shareholder and a management member of the Bank; or between a Director, Supervisor or senior management member holder of overseas listed foreign shares and a holder of the Bank; or between a holder of overseas listed of domestic shares, in relation to the Bank’s foreign sharesH Shareholder and a holder of business and arising from the rights and obligations domestic unlisted shares, in relation to the Bank’s under the Articles of Association, the Company Law business and arising from the rights and obligations and other relevant laws and administrative under the Articles of Association, the Company Law regulations, the parties concerned shall submit such and other relevant laws and administrative disputes or claims to arbitration regulations, the parties concerned shall submit such disputes or claims to arbitration (II) The aforesaid disputes or claims submitted to arbitration shall be the entire claims or disputes; all (II) The aforesaid disputes or claims submitted to the persons who complain for the same reason or arbitration shall be the entire claims or disputes; all persons whose participations are required for the the persons who complain for the same reason or settlement of such disputes or claims shall, if they persons whose participations are required for the are in the capacity of the Bank or the Bank’s settlement of such disputes or claims shall, if they Shareholders, Directors, Supervisors or senior are in the capacity of the Bank or the Bank’s management members, comply with the result of the Shareholders, Directors, Supervisors or senior arbitration management members, comply with the result of the arbitration – 124 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Chapter XV Supplementary Provisions Chapter XIV Supplementary Provisions (Movement of the positions of Article 78 of the original Articles/Article 84 of 2022 Amended Articles) Articles 275 The “Controlling Shareholder(s)” referred to herein shall refer to the person satisfying any of the following conditions: (I) the shareholder may elect more than half of the Directors when acting alone or in concert with others; (II) the shareholder may exercise or control the exercise of above 30% of the voting rights of the Bank when acting alone or in concert with others; (III) the shareholder holds above 30% of issued and outstanding shares of the Bank when acting alone or in concert with others; and (IV) the shareholder may de facto control the Bank in any other manner when acting alone or in concert with others The term “acting in concert” referred to in this article shall mean consensus reached between two or more persons by way of agreement, whether verbal or written, to acquire voting rights in the Bank by any one of them, for the purpose of controlling or consolidating the control over the Bank – 125 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) 2022 Amended Articles 2025 Proposed Amended Articles Article 356 The term “major shareholder” in these Article 276 The term “major shareholder” in these Articles refers to a shareholder who meets one of Articles refers to a shareholder who meets one of the following conditions: the following conditions: (I) holding more than 15% of the Bank’s equity; (I) holding more than 15% of the Bank’s equity; (II) actually holding the most equity in the Bank and (II) actually holding the most equity in the Bank and the shareholding is not lower than 5% (including the shareholding is not lower than 5% (including shareholders holding the same number of shares); shareholders holding the same number of shares); (III) nominating more than two directors; (III) nominating more than two directors; (IV) having a controlling influence on the operation (IV) having a controlling influence on the operation and management of the Bank in the view of the and management of the Bank in the view of the Board of the Bank; Board of the Bank; (V) other circumstances recognized by the China (V) other circumstances recognized by the China Banking and Insurance Regulatory Commission or Banking and Insurance Regulatory Commission its local offices banking regulatory authorities of the State Council or its local offices The shareholdings of shareholders, their related parties and parties acting in concert are calculated in The shareholdings of shareholders, their related aggregate If the total shareholding meets the above parties and parties acting in concert are calculated in requirements, the relevant shareholders are aggregate If the total shareholding meets the above considered as major shareholders for management requirements, the relevant shareholders are considered as major shareholders for management Article 357 The “on-site meeting” referred to in these Articles refers to the meeting to be held by means of on-site, video, telephone, etc that can Deleted ensure immediate communication and discussion among the participants Article 359 “De facto controller” means a person Article 278 “De facto controller” means a person who, though not a shareholder of the Bank, is able who, though not a shareholder of the Bank, is able to get the de facto control of the Bank through to get the de facto control of the Bank through investment relationships, agreement or other investment relationships, agreement or other arrangements arrangements All references to “the China Banking and Insurance Regulatory Commission” in these Articles are adjusted to “the banking regulatory authorities of the State Council” – 126 – APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) All references to “股東大會” in these Articles are adjusted to “股東會” or “股東會會議” (all of them mean “Shareholders’ general meeting”), as the case may be All references to “高級管理層成員” in these Articles are adjusted to “高級管理人員” According to relevant laws and regulation and corporate governance requirements, the Board of Supervisors shall no longer be established, and the Audit and Consumer Rights Protection Committee shall take over relevant duties and functions of the Board of Supervisors Contents regarding Supervisors and the Board of Supervisors have been deleted in corresponding Articles Adjustments will be made to the numbering of relevant chapters and Articles as well as to cross-references affected by this amendments to the Articles of Association – 127 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) The proposed amendments to the Rules of Procedure for Shareholders’ General Meetings are set out in the table below (deletions appear as strikethrough, additions appear underlined and bold) The English version of the proposed amendments is for reference only In case of discrepancies between the English and Chinese versions, the Chinese version shall prevail Existing Articles Proposed amendments Article 1 To regulate the organization and acts of the Article 1 To regulate the organization and acts of the shareholders’ general meeting(s) (the shareholders’ general meeting(s) (the “Shareholders’ General Meeting(s)”) of CHINA “Shareholders’ General Meeting(s)”) of CHINA BOHAI BANK CO, LTD (hereinafter referred to BOHAI BANK CO, LTD (hereinafter referred to as the “Bank”), ensure the Shareholders’ General as the “Bank”), ensure the Shareholders’ General Meeting to exercise its powers in accordance with Meeting to exercise its powers in accordance with the laws, protect the legitimate rights and interests the laws, protect the legitimate rights and interests of shareholders and improve the efficiency of the of shareholders and improve the efficiency of the Shareholders’ General Meetings, these Rules of Shareholders’ General Meetings, these Rules of Procedure are formulated in accordance with the Procedure are formulated in accordance with the Company Law of the People’s Republic of China Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the (hereinafter referred to as the “Company Law”), the Commercial Banking Law of the People’s Republic Commercial Banking Law of the People’s Republic of China, the Special Regulations of the State of China, the Special Regulations of the State Council on the Overseas Offering and Listing of Council on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies, the Shares by Joint Stock Limited Companies, the Interim Measures for the Equity Management of Interim Measures for the Equity Management of Commercial Banks, the Guidelines on Corporate Commercial Banks, the Code of Corporate Governance of Commercial Banks, the Mandatory Governance of Banking and Insurance Provisions for Articles of Association of Companies Institutions, Interim Measures for the to be Listed Overseas (hereinafter referred to as the Administration of Overseas Securities Offering “Mandatory Provisions”) and other relevant laws, and Listing by Domestic Enterprises the regulations and statutory documents of the People’s Guidelines on Corporate Governance of Republic of China (the “PRC”) (hereinafter referred Commercial Banks, the Mandatory Provisions for to as “PRC laws”), the Rules Governing the Listing Articles of Association of Companies to be Listed of Securities on The Stock Exchange of Hong Kong Overseas (hereinafter referred to as the “Mandatory Limited (hereinafter referred to as the “Hong Kong Provisions”) and other relevant laws, regulations Listing Rules”), other relevant regulations of the and statutory documents of the People’s Republic of securities regulatory authorities of the place where China (the “PRC”) (hereinafter referred to as “PRC the Bank’s shares are listed (collectively referred to laws”), the Rules Governing the Listing of as “laws and regulations” together with the “PRC Securities on The Stock Exchange of Hong Kong laws”), and the Articles of Association of CHINA Limited (hereinafter referred to as the “Hong Kong BOHAI BANK CO, LTD (hereinafter referred to Listing Rules”), other relevant regulations of the as the “Articles of Association of the Bank”) securities regulatory authorities of the place where the Bank’s shares are listed (collectively referred to as “laws and regulations” together with the “PRC laws”), and the Articles of Association of CHINA BOHAI BANK CO, LTD (hereinafter referred to as the “Articles of Association of the Bank”) – 128 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 3 A Shareholders’ general meeting shall be Article 3 A Shareholders’ general meeting shall be convened and conducted in accordance with the convened and conducted in accordance with the laws and regulations and the Articles of Association laws and regulations and the Articles of Association of the Bank Resolutions of a Shareholders’ general of the Bank Resolutions of a Shareholders’ general meeting that run counter to laws and administrative meeting that run counter to laws and administrative regulations shall be void If the convening regulations shall be void If the convening procedure or voting method of the Shareholders’ procedure or voting method of the Shareholders’ general meeting violates the laws, administrative general meeting violates the laws, administrative regulations or these Articles or the contents of any regulations or these Articles or the contents of any resolution run counter to the Articles of Association resolution run counter to the Articles of Association of the Bank, the shareholders may request the of the Bank, the shareholders may request the people’s court to cancel the said procedure, method people’s court to cancel the said procedure, method or resolution within 60 days after adoption of the or resolution within 60 days after adoption of the resolution resolution, unless there is only a minor defect in the convening procedure or voting method of the Shareholders’ general meeting, which has no substantial impact on the resolution Shareholders who have not been notified to attend the Shareholders’ general meeting may request the people’s court to cancel the said resolution within 60 days from the date when they became aware of or should have known of adoption of the resolution of the Shareholders’ general meeting; if the right to cancel is not exercised within one year after adoption of the resolution, the right to cancel shall be extinguished A resolution of the Shareholders’ general meeting of the Bank shall not be valid if any of the following circumstances applies: (I) failure to convene the Shareholders’ general meeting to form the resolution; (II) failure to vote on the resolution at the Shareholders’ general meeting; (III) the number of persons or the number of voting rights held attending the meeting failing to reach the number of persons or the number of voting rights held specified in the laws and regulation or the Articles of Association of the Bank; (IV) the number of persons or the number of voting rights held in favor of the resolution failing to reach the number of persons or the number of voting rights held specified in the laws and regulation or the Articles of Association Chapter II Rights and Obligations of (This chapter to be deleted in its entirety) Shareholders – 129 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 7 The Shareholders’ general meeting shall be Article 4 The Shareholders’ general meeting shall the highest organ of power of the Bank It shall be the highest organ of power of the Bank It shall exercise the following powers in accordance with exercise the following powers in accordance with the laws: the laws: (I) to review and approve the rules of procedure for (I) to review and approve the rules of procedure for Shareholders’ general meetings, the Board and the Shareholders’ general meetings, and the Board and Board of Supervisors of the Bank; the Board of Supervisors of the Bank; (II) to elect and remove Directors, and to determine (II) to elect and remove Directors, and to determine the remuneration of the relevant Directors; the remuneration of the relevant Directors; (III) to elect and remove Shareholders’ (III) to elect and remove Shareholders’ representative Supervisors and external representative Supervisors and external Supervisors, and to determine the remuneration of Supervisors, and to determine the remuneration of the relevant Supervisors; the relevant Supervisors; (IV) to review and approve the reports of the Board (IV)(III) to review and approve the reports of the of Directors; Board of Directors; (V) to review and approve the reports of the Board (V) to review and approve the reports of the Board of Supervisors; of Supervisors; (VI) to amend the Articles of Association of the (VI)(IV) to amend the Articles of Association of the Bank; Bank; (VII) to resolve on the listing or other fundraising (VII)(V) to resolve on the listing or other arrangements of the Bank; fundraising arrangements of the Bank; (VIII) to review and approve matters concerning (VIII)(VI) to review and approve matters changes of the use of funds raised by the Bank; concerning changes of the use of funds raised by the (IX) to resolve on an increase or reduction in the Bank; share capital and the issuance of any class of shares, (IX)(VII) to resolve on an increase or reduction in warrants and other similar securities of the Bank; the share capital and the issuance of any class of (X) to decide on the repurchases of the Bank’s shares, warrants and other similar securities of the shares; Bank; (XI) to review and approve the equity incentive (X)(VIII) to resolve decide on the purchases plans of the Bank; repurchases of the Bank’s shares in accordance (XII) to resolve on matters such as financial with the laws; restructuring, merger, division, dissolution and (XI)(IX) to review and approve the equity incentive liquidation of the Bank; plans of the Bank; (XIII) to resolve on the issuance of bonds of the (XII)(X) to resolve on matters such as financial Bank; restructuring, merger, division, dissolution and, (XIV) to decide on operational objectives and liquidation or alteration on the corporate form of investment proposals of the Bank; the Bank; (XV) to review and approve annual financial budget (XIII)(XI) to resolve on the issuance of bonds of the plans and final account plans of the Bank; Bank; (XVI) to review and approve profit distribution (XIV) to decide on operational objectives and plans and loss recovery plans of the Bank; investment proposals of the Bank; – 130 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments (XVII) to examine and approve important (XV)(XII) to review and approve annual financial guarantees stipulated in Article 80 of the Articles of budget plans and final account plans of the Bank; Association of the Bank; (XVI)(XIII) to review and approve profit (XVIII) to examine and approve any major distribution plans and loss recovery plans of the investment matters by the Bank beyond its business Bank; scope with the amount exceeding 20% of the latest (XVII)(XIV) to examine and approve important audited net assets of the Bank; guarantees beyond the business scope of the Bank (XIX) to examine and approve any purchase or sale stipulated in Article 76 80 of the Articles of of major assets beyond the business scope of the Association of the Bank; Bank with the amount exceeding 20% of the latest (XVIII)(XV) to examine and approve any major audited net assets of the Bank (the purchases or investment matters by the Bank beyond its business sales of the same or relevant assets in consecutive scope with the amount exceeding 20% of the latest 12 months shall be calculated on a cumulative audited net assets of the Bank; basis); (XIX)(XVI) to examine and approve any purchase (XX) to examine and approve the report of the or disposal sale of major assets beyond the business Board on the implementation of the related party scope of the Bank with the amount exceeding 20% transaction management system and the related of the latest audited net assets of the Bank (the party transactions; purchases or disposal sales of the same or relevant (XXI) to decide on the engagement, dismissal or assets in consecutive 12 months shall be calculated discontinuation of the appointment of the on a cumulative basis); accounting firm to audit for the Bank; (XX)(XVII) to examine and approve the report of (XXII) to listen to the Board of Supervisors’ reports the Board on the implementation of the related party evaluation results of the performance of the Board, transaction management system and the related senior management and members thereof, and the party transactions;to listen to the special reports of report on the self-evaluation of the Board of the Board on the overall situation of related Supervisors and supervisors’ performance party transactions; evaluation results; (XXI)(XVIII) to decide on the engagement, (XXIII) to examine proposals raised by the dismissal or discontinuation of the appointment of Shareholders who individually or jointly hold above the accounting firm responsible for the regular 3% of the total issued and outstanding voting shares statutory auditing of to audit for the Bank’s of the Bank; financial reports; (XXIV) to examine other matters which should be (XXII) to listen to the Board of Supervisors’ reports decided by the Shareholders’ general meeting as evaluation results of the performance of the Board, stipulated by the laws, regulations and the Articles senior management and members thereof, and the of Association of the Bank report on the self-evaluation of the Board of Supervisors and supervisors’ performance evaluation results; (XXIII) to examine proposals raised by the Shareholders who individually or jointly hold above 3% of the total issued and outstanding voting shares of the Bank; (XXIV)(XIX) to examine other matters which should be decided by the Shareholders’ general meeting as stipulated by the laws, regulations and the Articles of Association of the Bank – 131 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 8 The above matters within the scope of Article 5 The above matters within the scope of powers of the Shareholders’ General Meeting shall powers of the Shareholders’ General Meeting shall be discussed and decided by the Shareholders’ be discussed and decided by the Shareholders’ General Meeting, but the Shareholders’ General General Meeting, but the Shareholders’ General Meeting may authorize the Board to decide such Meeting may authorize the Board to decide such matters under circumstances that are necessary, matters under circumstances that are necessary, reasonable, legal and compliant The content of reasonable, legal and compliant The content of authorization shall be clear and specific authorization shall be clear and specificThe Shareholders’ General Meeting may authorize the Board to resolve on the issuance of bonds of the Bank The Board of Directors, other institutions or individuals shall not be delegated to exercise other functions and powers of the Shareholders’ general meeting stipulated in the Company Law and the Code of Corporate Governance of Banking and Insurance Institutions Article 9 There are two types of Shareholders’ Article 6 There are two types of Shareholders’ General Meetings: annual general meetings and General Meetings: annual general meetings and extraordinary general meetings extraordinary general meetings Article 10 The annual general meeting shall be held Article 7 The annual general meeting shall be held once a year within six months after the previous once a year within six months after the previous financial year end If the meeting needs to be financial year end If the meeting needs to be deferred under special circumstances, the Bank deferred under special circumstances, the Bank shall report to the banking regulatory authorities of shall report to the banking regulatory authorities of the State Council the State Council – 132 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 11 An extraordinary general meeting shall be Article 8 An extraordinary general meeting shall be convened in due course An extraordinary general convened in due course An extraordinary general meeting shall be convened within two months from meeting shall be convened within two months from the date of occurrence of any of the following the date of occurrence of any of the following events: events: (I) the number of Directors is less than the minimum (I) the number of Directors is less than the minimum number required by the Company Law or less than number required by the Company Law or less than two-thirds of the number stipulated in these two-thirds of the number stipulated in these Articles; Articles; (II) the outstanding loss of the Bank is at least (II) the outstanding loss of the Bank is at least one-third of the total paid-up share capital; one-third of the total paid-up share capital; (III) shareholder(s) severally or jointly holding (III) shareholder(s) severally or jointly holding above 10% of the total voting shares issued by the above 10% of the total voting shares issued by the Bank (hereinafter referred to as “proposing Bank (hereinafter referred to as “proposing shareholders”, with the number of shares held by shareholders”, with the number of shares held by them to be calculated according to their them to be calculated according to their shareholdings as of the date of request made by shareholdings as of the date of request made by them in writing) have requested to convene the them in writing) have requested to convene the extraordinary general meeting in writing; extraordinary general meeting in writing; (IV) the Board deems it necessary to convene the (IV) the Board deems it necessary to convene the meeting; meeting; (V) above half of the independent Directors require (V) above more than half and not less than two of to convene the meeting; the independent Directors require to convene the (VI) the Board of Supervisors proposes to convene meeting; the meeting; (VI) the Board of Supervisors Audit and (VII) above half of the external supervisors require Consumer Rights Protection Committee proposes to convene the meeting (if there are only two to convene the meeting; external supervisors, the two external supervisors (VII) above half of the external supervisors require shall propose to convene the meeting at the same to convene the meeting (if there are only two time); external supervisors, the two external supervisors (VIII) other circumstances as stipulated by the laws, shall propose to convene the meeting at the same regulations and the Articles of Association of the time); Bank (VIII)(VII) other circumstances as stipulated by the laws, regulations and the Articles of Association of the Bank – 133 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 9 If the annual general meeting or an extraordinary general meeting was not convened within the period prescribed in the Company Law and the Code of Corporate Governance of Banking and Insurance Institutions, a report in writing shall be submitted to the regulatory authority and the reasons shall be explained Article 12 Save as otherwise provided by the laws Article 10 Save as otherwise provided by the laws and regulations, the Articles of Association of the and regulations, the Articles of Association of the Bank and these Rules of Procedure, Shareholders’ Bank and these Rules of Procedure, Shareholders’ General Meetings shall be convened by the Board General Meetings shall be convened by the Board If the Board is unable or fails to fulfill the If the Board is unable or fails to fulfill the obligation of convening Shareholders’ general obligation of convening Shareholders’ general meetings, the Board of Supervisors shall duly meetings, the Board of Supervisors Audit and convene such meetings If the Board of Supervisors Consumer Rights Protection Committee shall does not convene such meetings, the shareholder(s) duly convene such meetings If the Board of severally or jointly holding more than 10% of the Supervisors Audit and Consumer Rights shares of the Bank for over 90 days in a row may Protection Committee does not convene such convene such meetings on their own initiative meetings, the shareholder(s) severally or jointly holding more than 10% of the shares of the Bank for over 90 days in a row may convene such meetings on their own initiative Article 13 Where the number of directors of the Article 11 Where the number of directors of the Board falls short of the quorum required by the Board falls short of the quorum required by the Company Law, or is less than two-thirds of the Company Law, or is less than two-thirds of the number specified in the Articles of Association of number specified in the Articles of Association of the Bank, or the unrecovered losses of the Bank the Bank, or the unrecovered losses of the Bank amount to one-third of the total share capital, or the amount to one-third of the total share capital, or the Board fails to convene an extraordinary general Board fails to convene an extraordinary general meeting in the prescribed period, the Board of meeting in the prescribed period, the Board of Supervisors or shareholders may convene an Supervisors Audit and Consumer Rights extraordinary general meeting by themselves Protection Committee or shareholders may following the relevant procedure specified in the convene an extraordinary general meeting by Articles of Association of the Bank and these Rules themselves following the relevant procedure of Procedure specified in the Articles of Association of the Bank and these Rules of Procedure – 134 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 14 If proposing shareholders require Article 12 If proposing shareholders require convening an extraordinary general meeting or class convening an extraordinary general meeting or class meeting, the following procedures shall be meeting, the following procedures shall be followed: followed: (I) The proposing shareholders may sign one or (I) The proposing shareholders may sign one or several written requests with the same format and several written requests with the same format and contents to propose to the Board to convene an contents to propose to the Board to convene an extraordinary general meeting or class meeting and extraordinary general meeting or class meeting and specify the meeting topics The Board shall, specify the meeting topics The Board shall, pursuant to laws, regulations and the Articles of pursuant to laws, regulations and the Articles of Association of the Bank, give a written reply on Association of the Bank, give a written reply on whether to convene the extraordinary general whether to convene the extraordinary general meeting or class meeting within 10 days after meeting or class meeting within 10 days after receipt of the request receipt of the request (II) Where the Board agrees to convene the (II) Where the Board agrees to convene the extraordinary general meeting or class meeting, it extraordinary general meeting or class meeting, it shall serve a notice of convening such meeting shall serve a notice of convening such meeting within five days after the resolution is made by the within five days after the resolution is made by the Board Any change to the original request set forth Board Any change to the original request set forth in the notice shall be subject to approval by the in the notice shall be subject to approval by the proposing shareholders proposing shareholders (III) Where the Board does not agree to convene the (III) Where the Board does not agree to convene the extraordinary general meeting or class meeting, or extraordinary general meeting or class meeting, or fails to give any reply within 10 days after receipt of fails to give any reply within 10 days after receipt of the request, the proposing shareholders shall have the request, the proposing shareholders shall have the right to request the Board of Supervisors in the right to request the Board of Supervisors Audit writing to convene an extraordinary general meeting and Consumer Rights Protection Committee in or class meeting writing to convene an extraordinary general meeting (IV) Where the Board of Supervisors agrees to or class meeting convene the extraordinary general meeting or class (IV) Where the Board of Supervisors Audit and meeting, it shall serve a notice of convening such Consumer Rights Protection Committee agrees to meeting within five days after receipt of the request convene the extraordinary general meeting or class Any change to the original proposal set forth in the meeting, it shall serve a notice of convening such notice shall be subject to approval by the proposing meeting within five days after receipt of the request shareholders Any change to the original proposal set forth in the (V) Where the Board of Supervisors fails to serve notice shall be subject to approval by the proposing the notice of Shareholders’ general meeting or class shareholders meeting within the specified period, it shall be (V) Where the Board of Supervisors Audit and deemed to have failed to convene and preside over Consumer Rights Protection Committee fails to the Shareholders’ general meeting or class meeting, serve the notice of Shareholders’ general meeting or and the shareholder(s) severally or jointly holding class meeting within the specified period, it shall be more than 10% of the shares of the Bank for over 90 deemed to have failed to convene and preside over days in a row may convene and preside over such the Shareholders’ general meeting or class meeting, meeting on their own initiative and the shareholder(s) severally or jointly holding more than 10% of the shares of the Bank for over 90 days in a row may convene and preside over such meeting on their own initiative – 135 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments (VI) Where the Board or the Board of Supervisors (VI) Where the Board or the Board of Supervisors fails to convene an extraordinary general meeting or Audit and Consumer Rights Protection class meeting according to the aforesaid Committee fails to convene an extraordinary arrangement or decides not to convene such general meeting or class meeting according to the meeting, the proposing shareholders may convene aforesaid arrangement or decides not to convene such meeting on their own initiative within four such meeting, the proposing shareholders may months after the Board receives the request of convene such meeting on their own initiative within convening such meeting, and the convening four months after the Board receives the request of procedures shall to the extent possible be the same convening such meeting, and the convening as the procedures by which the Board convenes a procedures shall to the extent possible be the same Shareholders’ general meeting as the procedures by which the Board convenes a Shareholders’ general meeting Article 15 Where the Board of Supervisors propose Article 13 Where the Board of Supervisors Audit the Board to convene an extraordinary general and Consumer Rights Protection Committee meeting, the Board shall issue a notice of convening propose the Board to convene an extraordinary the Shareholders’ General Meeting within 15 days general meeting, the Board shall issue a notice of from the date of receiving the proposal convening the Shareholders’ General Meeting Where the Board does not issue a notice of within 15 days from the date of receiving the convening the meeting pursuant to this Article, the proposal Board of Supervisors may convene an extraordinary Where the Board does not issue a notice of general meeting on its own initiative within three convening the meeting pursuant to this Article, the months from the date of receiving the proposal by Board of Supervisors Audit and Consumer Rights the Board Protection Committee may convene an extraordinary general meeting on its own initiative within three months from the date of receiving the proposal by the Board Article 16 Where above half of the independent Article 14 Where more than above half of the Directors or above half of the external supervisors independent Directors or above half of the external propose the Board to convene an extraordinary supervisors propose the Board to convene an general meeting, the Board shall issue a notice of extraordinary general meeting, the Board shall issue convening the Shareholders’ General Meeting if it a notice of convening the Shareholders’ General decides to convene the Shareholders’ General Meeting if it decides to convene the Shareholders’ Meeting General Meeting The Board shall not agree to convene the The Board shall not agree to convene the Shareholders’ General Meeting if it consider the Shareholders’ General Meeting if it consider the above proposal does not comply with the laws and above proposal does not comply with the laws and regulations, the Articles of Association of the Bank regulations, the Articles of Association of the Bank and the Rules of Procedure and the Rules of Procedure Where the Board decides not to convene the Where the Board decides not to convene the Shareholders’ General Meeting, it shall disclose the Shareholders’ General Meeting, it shall disclose the same in accordance with the laws and regulations same in accordance with the laws and regulations – 136 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 18 The notice of a Shareholders’ General Article 16 The notice of a Shareholders’ General Meeting shall meet the following requirements: Meeting shall meet the following requirements (I) be made in writing; includes the following contents: (II) specifies the date, venue and duration of the (I) be made in writing; meeting; (II)(I) specifies the date time, venue and duration of (III) states the matters to be discussed at the the meeting; meeting; (III)(II) states the matters and proposals to be (IV) provides the Shareholders with such submitted to discussed at the meeting for information and explanation as necessary for them consideration; to make informed decisions regarding the matters to (IV) provides the Shareholders with such be discussed; this means that when the following information and explanation as necessary for them matters, which shall include not limited to: any to make informed decisions regarding the matters to merger, share repurchase, share capital be discussed; this means that when the following reorganization or other reorganization of the Bank, matters, which shall include not limited to: any are involved, the detailed terms and contracts (if merger, share repurchase, share capital any) of the proposed transaction and detailed reorganization or other reorganization of the Bank, explanation as to the cause and effect of such a are involved, the detailed terms and contracts (if proposed transaction shall be provided; any) of the proposed transaction and detailed (V) if any of the Directors, Supervisors and senior explanation as to the cause and effect of such a management members have material interest in the proposed transaction shall be provided; matters to be discussed, they shall disclose the (V) if any of the Directors, Supervisors and senior nature and extent of such interest; and if the matters management members have material interest in the to be discussed have a different effect on such matters to be discussed, they shall disclose the Directors, Supervisors or senior management nature and extent of such interest; and if the matters members as Shareholders compared to other to be discussed have a different effect on such Shareholders of that same class, they shall explain Directors, Supervisors or senior management this difference; members as Shareholders compared to other (VI) sets forth the full text of any proposed special Shareholders of that same class, they shall explain resolution to be voted on at the meeting; this difference; (VII) states clearly that a shareholder entitled to (VI) sets forth the full text of any proposed special attend and vote at the meeting is entitled to appoint resolution to be voted on at the meeting; one or more proxies to attend and vote on his/her (VII)(III) states clearly that a all ordinary behalf and such proxies need not be a shareholder; shareholders (including holders of preference (VIII) the time and address for lodging the power of shares with restored voting right) are entitled to attorney for voting at the meeting; attend and vote at the meeting is entitled to and (IX) the equity registration date of the shareholders appoint one or more proxies proxy(ies) in writing who are entitled to attend the Shareholders’ general to attend and vote on his/her behalf at the meeting, meeting; and such proxy(ies) need not be a shareholder of the Bank; – 137 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments (X) the name and phone number of the contact (VIII) the time and address for lodging the power of person of the meeting; and attorney for voting at the meeting; (XI) the date on which the notice of Shareholders’ (IX)(IV) the equity registration date of the General Meeting is sent shareholders who are entitled to attend the The meeting notice is served in Chinese or in Shareholders’ general meeting; English, and if there is any inconsistency between (X)(V) the name and phone number of the contact the two versions, the Chinese version shall prevail person of the meeting; and (XI)(VI) specifies the date on which the notice of Shareholders’ General Meeting is sent time and voting procedures for online voting or other voting methods; and (VII) other contents as provided by the laws and regulations and the Articles of Association of the Bank The meeting notice is served in Chinese or in English, and if there is any inconsistency between the two versions, the Chinese version shall prevail Article 21 Unless otherwise specified by the laws Article 19 Unless otherwise specified by the laws and regulations, the Articles of Association of the and regulations, the Articles of Association of the Bank and these Rules of Procedure, the notice of a Bank and these Rules of Procedure, the notice of a Shareholders’ General Meeting shall be delivered by Shareholders’ General Meeting shall be delivered by hand or prepaid mail to the shareholders (regardless hand or prepaid mail to the shareholders (regardless of whether they have voting rights at the of whether they have voting rights at the Shareholders’ General Meeting) The addresses of Shareholders’ General Meeting) The addresses of the recipients shall be the addresses registered in the the recipients shall be the addresses registered in the register of Shareholders register of Shareholders For holders of Domestic Shares, the notice of a For holders of Domestic Shares, the The notice of a Shareholders’ General Meeting (including the Shareholders’ General Meeting (including the notice of class meetings for holders of Domestic notice of class meetings for holders of Domestic Shares) may be in the form of an announcement Shares) may be in the form of an announcement The announcement referred to herein shall be The announcement referred to herein shall be refers published on one or more newspaper(s) specified by to the announcement published on the website of the securities regulatory authority under the State the Bank, one or more newspaper(s) specified by Council All holders of Domestic Shares shall be the securities regulatory authority under the State deemed as having been notified of the forthcoming Council All holders of Domestic Shares shall be Shareholders’ General Meeting once the deemed as having been notified of the forthcoming announcement is published Shareholders’ General Meeting once the announcement is published – 138 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Subject to the laws and regulations, the Bank may Subject to the laws and regulations, the Bank may send or dispatch the aforesaid notices of general send or dispatch the aforesaid notices of general meeting to the holders of H shares (including meeting to the holders of H shares (including notices of class meetings for holders of H Shares) notices of class meetings for holders of H Shares) through the websites of the Bank and The Stock through, the websites of the Bank and The Stock Exchange of Hong Kong Limited and other websites Exchange of Hong Kong Limited and other websites specified by the Hong Kong Listing Rules from time specified by the Hong Kong Listing Rules from time to time, instead of sending or dispatching the to time subject to the laws and regulations, personal delivery or prepaid mail instead of sending or dispatching the personal The accidental omission to give a meeting notice to, delivery or prepaid mail Such notices of or the failure to receive the meeting notice by, any Shareholders’ General Meeting are deemed to be person entitled to receive such notice, shall not received by shareholders once they have been invalidate the Shareholders’ general meeting and the published resolutions adopted thereat The simply accidental omission to give a meeting notice to, or the failure to receive the meeting notice by, any person entitled to receive such notice, shall not invalidate the Shareholders’ general meeting and the resolutions adopted thereat Article 23 Proposals of the Shareholders’ General Article 21 Proposals of the Shareholders’ General Meeting shall be proposed by the Board normally Meeting shall be proposed by the Board normally The Board of Supervisors and shareholder(s) The Audit and Consumer Rights Protection severally or jointly holding more than 3% of the CommitteeBoard of Supervisors and total voting shares issued by the Bank (hereinafter shareholder(s) severally or jointly holding more referred to as the “proposing shareholder(s)”) may than 13% of the total voting shares issued by the put forward a proposal Bank (hereinafter referred to as the “proposing Any proposing shareholder, the Board of shareholder(s)”) may put forward a proposal Supervisors, above half of the independent Any proposing shareholder, the Audit and Directors or above half of the external supervisors Consumer Rights Protection CommitteeBoard of may put forward a proposal and submit it to the Supervisors, above half of the independent Board for convening an extraordinary general Directors or above half of the external supervisors meeting, and shall ensure the contents of the may put forward a proposal and submit it to the proposal comply with laws, regulations, the Articles Board for convening an extraordinary general of Association of the Bank and these Rules of meeting, and shall ensure the contents of the Procedure proposal comply with laws, regulations, the Articles of Association of the Bank and these Rules of Procedure – 139 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 30 The Board and Board of Supervisors of Article 28 The Board and Board of Supervisors of the Bank shall take all necessary measures to ensure the Bank shall take all necessary measures to ensure the solemnity and proper order of the Shareholders’ the solemnity and proper order of the Shareholders’ General Meeting The Bank shall have the right to General Meeting The Bank shall have the right to reject persons, other than shareholders (or reject persons, other than shareholders (or authorized shareholder proxies), Directors, authorized shareholder proxies), Directors, Supervisors, senior management members, witness Supervisors, senior management members, witness lawyer(s) and persons invited by the Board, to enter lawyer(s) and persons invited by the Board, to enter the meeting venue The Bank shall have the right to the meeting venue The Bank shall have the right to take measures to prevent any interference with the take measures to prevent any interference with the order, disruption or infringement of the lawful order, disruption or infringement of the lawful interests of other shareholders and promptly report interests of other shareholders and promptly report any such cases to the relevant authorities for any such cases to the relevant authorities for investigation and punishment investigation and punishment Article 31 Any shareholder entitled to attend and Article 29 Any shareholder entitled to attend and having voting rights at a Shareholders’ General having voting rights at a Shareholders’ General Meeting shall be entitled to appoint one or more Meeting shall be entitled to appoint one or more persons (these persons need not be shareholders) as persons (these persons need not be shareholders) as proxies to attend and vote on their behalf A proxy proxies to attend and vote on their behalf A proxy may exercise the following powers according to the may exercise the following powers according to the entrustment of the Shareholder: entrustment of the Shareholder: A proxy may (I) the same right of speech as the Shareholder at the exercise the following powers corresponding right Shareholders’ General Meeting; to speak and vote of the shareholder at the (II) have authority to demand or join other Shareholders’ General Meeting according to the Shareholders in demanding a poll; and entrustment of the Shareholder: (III) have the right to vote by hand or on a poll, but The Bank’s major shareholders may appoint when more than one proxy has been appointed, the proxy(ies) to attend the Shareholders’ General proxies only have the right to vote on a poll Meeting However, such proxy(ies) shall not be the shareholders themselves and their related parties, parties acting in concert or person other than their appointed director The Bank’s major shareholders shall not act as proxies as appointed by non-related parties or parties acting in concert to attend the Shareholders’ General Meeting (I) the same right of speech as the Shareholder at the Shareholders’ General Meeting; (II) have authority to demand or join other Shareholders in demanding a poll; and (III) have the right to vote by hand or on a poll, but when more than one proxy has been appointed, the proxies only have the right to vote on a poll – 140 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 34 The Shareholders or the Shareholders’ Article 32 The Shareholders or the Shareholders’ proxies shall provide the following documents for proxies shall provide the following documents for registration at the meeting: registration at the meeting: (I) Natural person Shareholders attending the (I) Natural person Shareholders attending the meeting in person shall present his/her identity card meeting in person shall present his/her identity card and shareholding certificate; a proxy attending the and shareholding certificate; a proxy attending the meeting shall present his/her identity card, power of meeting shall present his/her identity card, power of attorney for voting signed by the principal and attorney for voting signed by the principal and shareholding certificate shareholding certificate (II) The legal representative attending the meeting (II) The legal representative attending the meeting on behalf of legal person Shareholder shall present on behalf of legal person Shareholder shall present his/her identity card or valid certificate bearing his/her identity card or valid certificate bearing evidence of his/her qualifications as legal evidence of his/her qualifications as legal representative and shareholding certificate; a proxy representative and shareholding certificate; a proxy attending the meeting shall present his/her identity attending the meeting shall present his/her identity card, and the qualification certificate, written power card, and the qualification certificate,and written of attorney and shareholding certificate of the legal power of attorney and shareholding certificate of representative of the legal person shareholder the legal representative of the legal person shareholder Article 35 The power of attorney for voting issued Article 33 The power of attorney for voting issued by a shareholder to appoint his/her proxy to attend by a shareholder to appoint his/her proxy to attend the Shareholders’ General Meeting shall contain the the Shareholders’ General Meeting shall contain the following information: following information: (I) the name of the proxy; (I) the name of the principal and the class and (II) whether or not the proxy has any voting right; number of shares of the Bank held; (III) instructions to vote for or against or abstain (II) the name of the proxy; from voting on each and every matter under (II)(III) whether or not the proxy has any voting consideration included in the agenda of the right; Shareholders’ general meeting; (III)(IV) instructions to vote for or against or (IV) whether or not the proxy has any voting abstain from voting on each and every matter under right(s) in respect of temporary proposals which consideration included in the agenda of the may possibly be included in the agenda of the Shareholders’ general meeting; Shareholders’ General Meeting, and, if the proxy (IV)(V) whether or not the proxy has any voting has such voting right(s), specific instructions as to right(s) in respect of temporary proposals which the exercise of those voting rights; may possibly be included in the agenda of the (V) the date of issue and validity period of the Shareholders’ General Meeting, and, if the proxy power of attorney; has such voting right(s), specific instructions as to (VI) the signature (seal) of the principal If the the exercise of those voting rights; principal is an institutional shareholder, the (V)(VI) the date of issue and validity period of the corporate seal shall be affixed; and power of attorney; (VII) the power of attorney shall specify whether (VI)(VII) the signature (seal) of the principal If the the proxy may vote as he/she thinks fit if the principal is an institutional shareholder, the shareholder does not make specific instructions corporate seal shall be affixed; and (VII)(VIII) the power of attorney shall specify whether the proxy may vote as he/she thinks fit if the shareholder does not make specific instructions – 141 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 36 The power of attorney for voting shall be Article 34 The power of attorney for voting shall be placed at the domicile of the Bank or at any other placed at the domicile of the Bank or at any other place designated in the notice of the meeting at least place designated in the notice of the meeting at least 24 hours prior to either the convening of the 24 hours prior to either the convening of the relevant meeting at which the proxy is authorized to relevant meeting at which the proxy is authorized to vote or the designated voting time Where the power vote or the designated voting time Where the power of attorney is signed by a person authorized by the of attorney is signed by a person authorized by the principal, the authorization letter authorizing principal, the authorization letter authorizing signature or other authorization documents shall be signature or other authorization documents shall be notarized The notarized authorization letter or notarized The notarized authorization letter or other authorization documents shall, together with other authorization documents shall, together with the power of attorney for voting, be placed at the the power of attorney for voting, be placed at the domicile of the Bank or at any other place domicile of the Bank or at any other place designated in the notice of the meeting designated in the notice of the meeting Where the shareholder is a recognized clearing Where the shareholder is a recognized clearing house or its agent as defined in Securities and house or its agent as defined in Securities and Futures Ordinance (Cap 571), the shareholder may Futures Ordinance (Cap 571), the shareholder may authorize one or more persons as he/she deems authorize one or more persons as he/she deems appropriate as his/her proxy(ies) at any appropriate as his/her proxy(ies) at any Shareholders’ General Meeting or class meeting; Shareholders’ General Meeting or class meeting however, where two or more than two persons are and creditors’ meeting (if applicable); however, thus authorized, the power of attorney shall specify where two or more than two persons are thus the numbers and classes of shares of each of such authorized, the power of attorney shall specify the authorized proxies The power of attorney shall be numbers and classes of shares of each of such signed by the persons authorized by the recognized authorized proxies The power of attorney shall be clearing house Any person so authorized may signed by the persons authorized by the recognized represent the recognized clearing house or its agent clearing house Any person so authorized may to attend any meeting (without being required to represent the recognized clearing house or its agent present shareholding certificate, notarized to attend any meeting (without being required to authorization and/or further evidence of due present shareholding certificate, notarized authorization) and exercise its rights at such authorization and/or further evidence of due meeting (without being required to present authorization) and exercise its rights at such shareholding certificate, notarized authorization meeting (without being required to present and/or further evidence of due authorization), as if shareholding certificate, notarized authorization that person is a natural person shareholder of the and/or further evidence of due authorization), Bank including the right to speak and vote, as if that A corporate shareholder shall be represented by its person is a natural person shareholder of the Bank legal representative or proxies authorized by the A corporate shareholder shall be represented by its resolutions of the Board and other decision-making legal representative or proxies authorized by the bodies to attend the Shareholders’ General Meeting resolutions of the Board and other decision-making of the Bank bodies to attend the Shareholders’ General Meeting of the Bank – 142 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 41 A Shareholders’ General Meeting shall be Article 39 A Shareholders’ General Meeting shall held on-site be held on-site The Bank may also provide video, online and other electronic communication to facilitate shareholders in attending the meeting Where the Bank provides the above-mentioned methods for the convenience of shareholders to attend the meeting, it shall ensure the shareholders attending the meeting are able to communicate and discuss simultaneously, and vote through modern information technology means such as online voting platforms Shareholders attending a Shareholders’ General Meeting via the above-mentioned methods shall be deemed as having attended the meeting Article 42 The chairman of the Board shall preside Article 40 The chairman of the Board shall preside over the Shareholders’ General Meetings according over the Shareholders’ General Meetings according to laws, regulations, the Articles of Association of to laws, regulations, the Articles of Association of the Bank and these Rules of Procedure If the the Bank and these Rules of Procedure If the chairman of the Board is unable to preside over the chairman of the Board is unable to preside over the meeting for any reason, the vice chairman or meeting for any reasonperform his/her duties or another director designated by the chairman of the fails to perform his/her duties, the vice chairman Board shall preside over the meeting If the or another director designated by the chairman of chairman of the Board and vice chairman both are the Board shall preside over the meeting If the unable to preside over the meeting and the chairman chairman and vice chairman both are is unable to of the Board does not designate other director to preside over the meeting and the chairman does not preside over the meeting, the director jointly elected designate other director to preside over the by more than half of the directors shall preside over meetingperform his/her duties or fails to perform the meeting his/her duties, the director jointly elected by more The presider of an extraordinary general meeting than half of the directors shall preside over the convened by the Board of Supervisors or meeting shareholders shall be determined in accordance with The presider of an extraordinary general meeting the laws, regulations, the Articles of Association of convened by the Audit and Consumer Rights the Bank and these Rules of Procedure Protection CommitteeBoard of Supervisors or If for any reason the shareholders cannot elect a shareholders shall be determined in accordance with person to preside over the meeting, the shareholder the laws, regulations, the Articles of Association of (including proxy thereof) holding the most voting the Bank and these Rules of Procedure shares among the attending shareholders shall If for any reason the shareholders cannot elect a preside over the meeting person to preside over the meeting, the shareholder (including proxy thereof) holding the most voting shares among the attending shareholders shall preside over the meeting – 143 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 58 A voting by poll that is demanded for Deleted matters concerning the election of presider or termination of the meeting shall be conducted immediately; for other matters, the presider of the meeting shall decide when to conduct voting by poll and the meeting can continue to discuss other matters The voting results shall still be deemed as a resolution adopted at such meeting Article 59 Shareholders (including proxies thereof) Article 55 Shareholders (including proxies thereof) who vote at a Shareholders’ General Meeting shall who vote at a Shareholders’ General Meeting shall exercise their voting rights in relation to the amount exercise their voting rights in relation to the amount of voting shares they represent Each share shall of voting shares they represent Except for class have one vote However, the shares held by the shareholders, eEach share shall have one vote Bank have no voting rights and will not counted into However, the shares held by the Bank have no the total number of shares with voting rights held by voting rights and will not counted into the total shareholders attending the Shareholders’ General number of shares with voting rights held by Meeting shareholders attending the Shareholders’ General Meeting Article 61 In voting, shareholders (including Deleted proxies thereof) entitled to two or more votes need not cast all the votes in the same way of pros or cons Article 63 The shareholders (or shareholder proxies) Article 58 The shareholders (or shareholder shall carefully fill out the voting ballots as required proxies) shall carefully fill out the voting ballots as Shareholders who leave the ballots blank or fail to required Shareholders who leave the ballots blank vote shall be deemed to have waived their voting or fail to vote shall be deemed to have waived their rights Votes from shareholders whose ballots are voting rightsBallots that are left blank, incorrectly filled out or whose handwriting is incorrectly filled out, illegible or uncast shall be illegible shall be deemed invalid, and the shares considered as the voters having waived their represented by shareholders with invalid votes shall voting rights The voting result for the number of not be counted towards the total number of valid shares held by such voters shall be counted as votes “abstain” Votes from shareholders whose ballots are incorrectly filled out or whose handwriting is illegible shall be deemed invalid, and the shares represented by shareholders with invalid votes shall not be counted towards the total number of valid votes – 144 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 65 The votes on each matter under Article 60 The votes on each matter under consideration at the Shareholders’ General Meeting consideration at the Shareholders’ General Meeting shall be counted by two shareholders’ shall be counted by two shareholders’ representatives and one supervisor and the voting representatives and one supervisor and the voting results shall be announced on the spot by the results shall be announced on the spot by the representative of the persons who have counted the representative of the persons who have counted the votes The Bank shall appoint an accounting firm, votes The Bank shall appoint an accounting firm, share registrar or external accountant qualified to share registrar or external accountant qualified to serve as auditor as the monitor of the vote count serve as auditor as the monitor of the vote count Shareholders of the Bank or their proxies who vote online or by any other means shall be entitled to check their voting results via the relevant voting system Article 66 The presider of the meeting shall Article 61 The close of a Shareholders’ general announce the voting result at the meeting, and meetings held on-site shall not be earlier than determine whether a resolution of the Shareholders’ that held online or by other means Relevant General Meeting has been passed pursuant to the parties including the Company, vote counters, voting result His/her decision shall be final and scrutineers, shareholders, and network service conclusive The voting result shall be recorded in providers involved in on-site, online or other the minutes of the meeting voting methods of the Shareholders’ general meeting shall be subject to the confidentiality obligation towards the voting before the voting results are announced formally The presider of the meeting shall announce the voting result at the meeting, and determine whether a resolution of the Shareholders’ General Meeting has been passed pursuant to the voting result His/her decision shall be final and conclusive The voting result shall be recorded in the minutes of the meeting – 145 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 67 If the presider of the meeting has any Article 62 If the presider of the meeting has any doubt as to the result of a resolution which has been doubt as to the result of a resolution which has been put to vote, he/she may have the votes counted If put to vote, he/she may have the votes counted If the presider of the meeting has not counted the the presider of the meeting has not counted the votes, any shareholder who is present in person or votes, any shareholder who is present in person or by proxy and who objects to the result announced by by proxy and who objects to the result announced by the presider of the meeting may, immediately after the presider of the meeting may, immediately after the declaration of the voting result, demand that the the declaration of the voting result, demand that the votes be counted and the presider of the meeting votes be counted and the presider of the meeting shall have the votes counted immediately If votes shall have the votes counted immediately If votes are counted at a Shareholders’ General Meeting, the are counted at a Shareholders’ General Meeting, the counting result shall be recorded in the meeting counting result shall be recorded in the meeting minutes The minutes together with the attendance minutes The minutes together with the attendance book of shareholders and the powers of attorney for book of shareholders and the powers of attorney for attendance by proxy shall be kept at the domicile of attendance by proxy, and valid information the Company relating to the voting online or by other means shall be kept at the domicile of the CompanyBank Article 68 When the credit extended by the Bank to Article 63 When the credit extended by the Bank to a shareholder, especially substantial shareholder, is a shareholder, especially substantial shareholder, is overdue, or if a shareholder pledges 50% or more of overdue, or if a shareholder pledges 50% or more of his/her equity in the Bank, the voting rights of such his/her equity in the Bank, the voting rights of such shareholder at the Shareholders’ General Meetings shareholder at the Shareholders’ General Meetings and of director(s) despatched by such shareholder at and of director(s) despatched by such shareholder at Board meetings shall be subject to restriction Board meetings shall be subject to restriction – 146 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 73 The following matters shall be approved Article 68 The following matters shall be approved by ordinary resolutions at a Shareholders’ General by ordinary resolutions at a Shareholders’ General Meeting: Meeting: (I) examination and approval of the rules of (I) examination and approval of the rules of procedure for Shareholders’ General Meetings, the procedure for Shareholders’ General Meetings, and Board and the Board of Supervisors of the Bank; the Board and the Board of Supervisors of the Bank; (II) appointment and dismissal of directors and (II) appointment and dismissal of directors and remuneration of the relevant directors; remuneration of the relevant directors; (III) appointment and dismissal of shareholder (III) appointment and dismissal of shareholder Supervisors and external Supervisors and Supervisors and external Supervisors and remuneration of the relevant Supervisors; remuneration of the relevant Supervisors; (IV) reports made by the Board; (IV)(III) reports made by the Board; (V) reports made by the Board of Supervisors: (V) reports made by the Board of Supervisors: (VI) business policies and investment plans of the (VI) business policies and investment plans of the Bank; Bank; (VII) annual financial budgets and final accounts of (VII)(IV) annual financial budgets and final the Bank; accounts of the Bank; (VIII) profit distribution plans and loss recovery (VIII)(V) profit distribution plans and loss recovery plans of the Bank; plans of the Bank; (IX) reports made by the Board on the (IX) reports made by the Board on the implementation of the connected transaction implementation of the connected transaction management system and connected transactions; management system and connected transactions; (X) appointment and dismissal of the accounting (X)(VI) to decide on the engagement, dismissal or firm responsible for the auditing of the Bank; discontinuation of the appointment and dismissal (XI) reports on listening to the Board of of the accounting firm responsible for the regular Supervisors’ evaluation results of the performance statutory auditing of the Bank’s financial of the Board, senior management and members reportsauditing of the Bank; thereof, the self-evaluation of the Board of (XI) reports on listening to the Board of Supervisors and supervisors’ performance Supervisors’ evaluation results of the performance evaluation results; of the Board, senior management and members (XII) other matters than those that should be passed thereof, the self-evaluation of the Board of by special resolutions or be subject to unanimous Supervisors and supervisors’ performance approval pursuant to the laws and regulations or the evaluation results; Articles of Association of the Bank (XII)(VII) other matters than those that should be passed by special resolutions or be subject to unanimous approval pursuant to the laws and regulations or the Articles of Association of the Bank – 147 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 74 The following matters shall be approved Article 69 The following matters shall be approved by special resolutions at a Shareholders’ General by ordinary resolutions at a Shareholders’ General Meeting: Meeting: (I) amendments to the Articles of Association; (I) amendments to the Articles of Association; (II) the Bank’s listing or other fundraising (II) the Bank’s listing or other fundraising arrangements; arrangements; (III) any change of uses of the funds raised by the (III) any change of uses of the funds raised by the Bank; Bank; (IV) an increase or reduction in the registered (IV) an increase or reduction in the registered capital, the issuance of shares of any class, capital, the issuance of shares of any class, warrants, securities convertible to shares and other warrants, securities convertible to shares and other similar securities, and options or warrants to similar securities, and options or warrants to subscribe for any shares or the aforesaid convertible subscribe for any shares or the aforesaid convertible securities or similar rights of the Bank; securities or similar rights of the Bank; (V) repurchase of shares of the Bank; (V) repurchase of shares of the Bankresolution on (VI) examination and approval of the Bank’s equity purchase of the Bank’s shares in accordance with incentive plans; laws; (VII) financial restructuring, merger, division, (VI) examination and approval of the Bank’s equity dissolution and liquidation of the Bank; incentive plans; (VIII) issuance of bonds of the Bank; (VII) financial restructuring, merger, division, (IX) examination and approval of important dissolution, and liquidation or alteration on the guarantees stipulated in Article 86 of the Articles of corporate form of the Bank; Association of the Bank; (VIII) issuance of bonds of the Bank; (X) examination and approval of any important (IX) removal of independent directors; investment beyond the business scope of the Bank (XIV)(X) examination and approval of important with the amount exceeding 20% of the latest audited guarantees beyond the business scope of the Bank net assets of the Bank; stipulated in Article 7686 of the Articles of (XI) examination and approval of any purchase or Association of the Bank; sale of major assets beyond the business scope of (X)(XI) examination and approval of any important the Bank with the amount exceeding 20% of the investment beyond the business scope of the Bank latest audited net assets of the Bank (the purchases with the amount exceeding 20% of the latest audited or sales of the same or relevant assets in the net assets of the Bank; consecutive 12 months shall be calculated on a (XI)(XII) examination and approval of any cumulative basis); and purchase or saledisposal of major assets beyond the (XII) any other matter specified in the Articles of business scope of the Bank with the amount Association of the Bank and confirmed by an exceeding 20% of the latest audited net assets of the ordinary resolution at a Shareholders’ General Bank (the purchases or saledisposal of the same or Meeting that it may have material impact on the relevant assets in the consecutive 12 months shall be Bank and accordingly shall be approved by special calculated on a cumulative basis); and resolutions – 148 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments (XII)(XIII) matters specified in laws and regulations or the Articles of Association of the Bank that shall be passed by special resolutions, and any other matter specified in the Articles of Association of the Bank and confirmed by an ordinary resolution at a Shareholders’ General Meeting that it may have material impact on the Bank and accordingly shall be approved by special resolutions Article 76 Any proposed change or annulment by Article 71 Any proposed change or annulment by the Bank to the rights of class Shareholders shall not the Bank to the rights of class Shareholders shall not come into effect unless approved by special come into effect unless approved by special resolutions at a Shareholders’ General Meeting and resolutions at a Shareholders’ General Meeting and a separate Shareholders’ General Meeting convened a separate Shareholders’ General Meeting convened by the class Shareholders so affected in accordance by the class Shareholders so affected in accordance with Articles 131 to 135 of the Articles of with Articles 124131 to 128135 of the Articles of Association of the Bank Association of the Bank Article 77 The rights of a certain class Shareholders Article 72 The rights of a certain class Shareholders shall be deemed to be changed or nullified in the shall be deemed to be changed or nullified in the following circumstances: following circumstances: (I) to increase or reduce in the quantity of the shares (I) to increase or reduce in the quantity of the shares of that class, or increase or reduce the quantity of of that class, or increase or reduce the quantity of the shares of other class which enjoy the same or the shares of other class which enjoy the same or more voting rights, distribution rights or other more voting rights, distribution rights or other privileges; privileges; (II) to convert all or part of the shares of that class (II) to convert all or part of the shares of that class into other class(es), convert all or part of the shares into other class(es), convert all or part of the shares of other class(es) into that class, or grant such of other class(es) into that class, or grant such conversion rights; conversion rights; (III) to nullify or reduce the rights of that class of (III) to nullify or reduce the rights of that class of shares to receive payable dividends or cumulative shares to receive payable dividends or cumulative dividends; dividends; (IV) to reduce or nullify the privileged rights of that (IV) to reduce or nullify the privileged rights of that class of shares to acquire dividends or obtain class of shares to acquire dividends or obtain distribution of assets during liquidation of the Bank; distribution of assets during liquidation of the Bank; (V) to increase, nullify or reduce the conversion, (V) to increase, nullify or reduce the conversion, option, voting, transfer or privileged allotment option, voting, transfer or privileged allotment rights of that class of shares or the rights of such rights of that class of shares or the rights of such class of shares to obtain securities issued by the class of shares to obtain securities issued by the Bank; Bank; – 149 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments (VI) to nullify or reduce the rights of that class of (VI) to nullify or reduce the rights of that class of shares to receive amounts payable by the Bank in a shares to receive amounts payable by the Bank in a particular currency; particular currency; (VII) to establish new class(es) of shares which (VII) to establish new class(es) of shares which enjoy the same or more voting rights, distribution enjoy the same or more voting rights, distribution rights or other privileges as compared with that rights or other privileges as compared with that class of shares; class of shares; (VIII) to restrict the transfer and ownership of that (VIII) to restrict the transfer and ownership of that class of shares, or increase the restrictions; class of shares, or increase the restrictions; (IX) to grant the share subscription options or share (IX) to grant the share subscription options or share conversion options of that or another class of conversion options of that or another class of shares; shares; (X) to increase the rights or privileges of other (X) to increase the rights or privileges of other class(es) of shares; class(es) of shares; (XI) any restructuring scheme of the Bank that may (XI) any restructuring scheme of the Bank that may result in the assumption of disproportionate result in the assumption of disproportionate responsibilities by different classes of shareholders responsibilities by different classes of shareholders during the restructuring; and during the restructuring; and (XII) to revise or nullify the provisions of this (XII) to revise or nullify the provisions of Section section VI of Chapter V of the Articles of Association of the Bankthis section – 150 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 78 Where issues specified in (II) to (VIII), Article 73 Where issues specified in (II) to (VIII), (XI) to (XII) of Article 77 of these Rules of (XI) to (XII) of Article 77123 of these Rules of Procedure are involved, the affected class Procedure are involved, the affected class Shareholders, whether or not they are entitled to Shareholders, whether or not they are entitled to vote at Shareholders’ general meetings originally, vote at Shareholders’ general meetings originally, shall have the right to vote at class meetings shall have the right to vote at class meetings However, shareholders with conflicts of interests However, shareholders with conflicts of interests shall not be entitled to vote at such class meetings shall not be entitled to vote at such class meetings Shareholders with conflicts of interests as specified Shareholders with conflicts of interests as specified in the preceding paragraph refer to: in the preceding paragraph refer to: (I) if the Bank has made a repurchase offer to all (I) if the Bank has made a repurchase offer to all shareholders in the same proportion in accordance shareholders in the same proportion in accordance with Article 28 of the Articles of Association of the with Article 2826 of the Articles of Association of Bank or has repurchased its own shares through the Bank or has repurchased its own shares through public transaction on a stock exchange, public transaction on a stock exchange, “Shareholders with conflicts of interests” shall “Shareholders with conflicts of interests” shall mean the Controlling Shareholders defined in the mean the Controlling Shareholders defined in the Articles of Association of the Bank; Articles of Association of the Bank; (II) if the Bank has repurchased its own shares (II) if the Bank has repurchased its own shares under an off-market agreement in accordance with under an off-market agreement in accordance with Article 28 of the Articles of Association of the Article 2826 of the Articles of Association of the Bank, “Shareholders with conflicts of interests” Bank, “Shareholders with conflicts of interests” shall mean Shareholders who are connected with the shall mean Shareholders who are connected with the aforementioned agreement; and aforementioned agreement; and (III) under a restructuring scheme of the Bank, (III) under a restructuring scheme of the Bank, “Shareholders with conflicts of interests” shall “Shareholders with conflicts of interests” shall mean Shareholders who assume liability in a lower mean Shareholders who assume liability in a lower proportion than other Shareholders of the same proportion than other Shareholders of the same class, or those who own different interests as class, or those who own different interests as compared with other Shareholders of the same class compared with other Shareholders of the same class Article 79 The quorum for any class meetings Article 74 The quorum for any class meetings (except for adjourned meetings) convened for the (except for adjourned meetings) convened for the purposes of considering a variation of rights of any purposes of considering a variation of rights of any class of shares shall be the holders of at least class of shares shall be the holders of at least one-third of the issued shares of the class one-third of the issued shares of the class Resolutions of a class meeting may be passed only Resolutions of a class meeting may be passed only by shareholders present at the meeting representing by shareholders present at the meeting representing two-thirds or more of the voting rights in two-thirds or more of the voting rights in accordance with Article 78 of these Rules of accordance with Article 7873 of these Rules of Procedure Procedure – 151 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 80 The special procedures for voting by a Article 75 The special procedures for voting by a class Shareholder shall not apply in the following class Shareholder shall not apply in the following circumstances: circumstances: (I) upon the approval by way of a special resolution (I) upon the approval by way of a special resolution passed by a Shareholders’ general meeting, the passed by a Shareholders’ general meeting, the Bank independently or simultaneously issues Bank independently or simultaneously issues Domestic Shares and/or overseas listed foreign Domestic Shares and/or overseas listed foreign shares every 12 months, provided that the amount of sharesdomestic unlisted shares and H Shares each class of shares intended to be issued is not every 12 months, provided that the amount of each more than 20% of the outstanding shares of the class of shares intended to be issued is not more respective class; than 20% of the outstanding shares of the respective (II) the Bank’s plan on issuing Domestic Shares and class; overseas listed foreign shares at the time of (II) the Bank’s plan on issuing Domestic Shares and incorporation, which is completed within 15 months overseas listed foreign sharesdomestic unlisted upon the date of approval from the securities shares and H Shares at the time of incorporation, regulatory authorities of the State Council; and which is completed within 15 months upon the date (III) the relevant authorities such as the securities of approval from the securities regulatory regulatory authorities of the State Council have authorities of the State Council; and given approval for unlisted shares held by holders of (III) the relevant authorities such as the securities Domestic Shares of the Bank to be transferred into regulatory authorities of the State Council have overseas listed shares and to be listed and traded in given approvalfiled for unlisted shares held by overseas stock exchanges holders of Domestic Sharesdomestic unlisted shares of the Bank to be transferred into overseas listed shares and to be listed and traded in overseas stock exchanges – 152 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 83 Minutes of the Shareholders’ general Article 78 Minutes of the Shareholders’ general meeting shall be prepared and specify: meeting shall be prepared and specify: (I) the number of voting shares held by shareholders (I) the number of voting shares held by shareholders attending the Shareholders’ general meeting, and the attending the Shareholders’ general meeting and percentage of such shares in the total number of proxies, the number of voting shares held by shares of the Bank; them, and the percentage of such shares in the total (II) the date and venue of the meeting; number of shares of the Bank; (III) the name of the presider of the meeting and the (II) the date and venue of the meeting; agenda of the meeting; (III) the name of the presider of the meeting, and the (IV) the highlights of each speech on each matter agenda of the meeting and the name of directors under consideration; and senior management present at the meeting; (V) the voting result of each matter voted on; (IV) the process of consideration of each matter (VI) the questions and suggestions proposed by under consideration and the highlights of each shareholders and answers and explanations, etc of speech on each matter under consideration; directors, supervisors or senior management (V) the voting result of each matter voted on; members on these questions; (VI) the questions and suggestions proposed by (VII) the reasons for and process of convening and shareholders and answers and explanations, etc of holding an extraordinary general meeting, if it is directors, supervisors or senior management held by the Board of Supervisors or shareholders in members on these questions; accordance with these Articles; and (VII) the name of the convenor, the reasons for and (VIII) other contents that shall be recorded in the process of convening and holding an extraordinary meeting minutes in accordance with opinions of the general meeting, if it is held by the Board of Shareholders’ general meeting or provisions of the SupervisorsAudit and Consumer Rights Articles of Association of the Bank or these Rules of Protection Committee or shareholders in Procedure accordance with these Articles; and (VIII) the name of lawyer and vote counter and scrutineer; and (VIII)(IX) other contents that shall be recorded in the meeting minutes in accordance with opinions of the Shareholders’ general meeting or provisions of the Articles of Association of the Bank or these Rules of Procedure Article 84 The minutes of the Shareholders’ general Article 79 The minutes of the Shareholders’ general meeting shall be prepared in Chinese by the meeting shall be prepared in Chinese by the secretary to the Board, circulated to shareholders, secretary to the Board, circulated to shareholders, signed by the presider of the meeting and attending signed by the attending or presenting directors, directors for confirmation secretary to the Board, the convener or their representatives, the presider of the meeting and attending directors for confirmation – 153 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 86 The Board of the Bank shall engage a Article 81 The Board of the Bank shall engage a qualified lawyer to attend the Shareholders’ general qualified lawyer to attend the Shareholders’ general meeting and provide opinions on the following meeting and provide opinions on the following issues: issues: (I) whether the procedures for convening and (I) whether the procedures for convening and holding the Shareholders’ general meeting comply holding the Shareholders’ general meeting comply with the laws and regulations and the Articles of with the laws and regulations and the Articles of Association of the Bank; Association of the Bank; (II) whether the qualifications of the attendees are (II) whether the qualifications of the attendees and lawful and valid; the convener are lawful and valid; (III) whether the shareholders making new (III) whether the shareholders making new proposals at the Shareholders’ general meeting are proposals at the Shareholders’ general meeting are eligible to do so; eligible to do so; (IV) whether the voting procedures of the (IV) whether the voting procedures and voting Shareholders’ general meeting are legal and valid; results of the Shareholders’ general meeting are (V) whether the resolutions of the Shareholders’ legal and valid; general meeting are legal; and (V) whether the resolutions of the Shareholders’ (VI) legal opinions on other issues upon request by general meeting are legal; and the Bank (VI) legal opinions on other issues upon request by The Board of the Bank may also engage a notary to the Bank attend the Shareholders’ general meeting The Board of the Bank may also engage a notary to attend the Shareholders’ general meeting Article 88 The minutes of the Shareholders’ general Article 83 The minutes of the Shareholders’ general meeting shall be kept by the secretary of the Board meeting shall be kept perpetually by the secretary for at least ten years as the Bank’s file together with of the Board for at least ten years as the Bank’s file the attendance book of shareholders and powers of together with the attendance book of shareholders attorney for attendance by proxy and powers of attorney for attendance by proxy and valid information regarding voting through online and other means Chapter XII Extraordinary General Meeting Chapter XI Extraordinary General Meeting Convened by Shareholders and the Board of Convened by Shareholders and the Board of Supervisors SupervisorsAudit and Consumer Rights Protection Committee – 154 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 89 Where the proposing shareholders decide Article 84 Where the proposing shareholders decide to convene an extraordinary general meeting on to convene an extraordinary general meeting on their own initiative, they shall notify the Board in their own initiative, they shall notify the Board in writing, file with the banking regulatory authorities, writing, file with the banking regulatory authorities and file with the securities regulatory authorities of of the State Council, and file with the securities the place where the Bank’s shares are listed in regulatory authorities of the place where the Bank’s accordance with the relevant provisions thereof shares are listed in accordance with the relevant Where the proposing shareholders decide not to provisions thereof Where the proposing convene an extraordinary general meeting, they shareholders decide not to convene an extraordinary shall file with the banking regulatory authorities, general meeting, they shall file with the banking and file with the securities regulatory authorities of regulatory authorities of the State Council, and file the place where the Bank’s shares are listed in with the securities regulatory authorities of the accordance with the relevant provisions thereof place where the Bank’s shares are listed in accordance with the relevant provisions thereof Article 90 Where the proposing shareholders Article 85 Where the proposing shareholders convene an extraordinary general meeting, they convene an extraordinary general meeting, they shall give a notice of convening an extraordinary shall give a notice of convening an extraordinary general meeting in accordance with laws and general meeting in accordance with laws and regulations, the Articles of Association of the Bank regulations, the Articles of Association of the Bank and these Rules of Procedure The contents of the and these Rules of Procedure The contents of the notice shall meet the following requirements: notice shall meet the following requirements: (I) no new contents shall be added to a proposal; (I) no new contents shall be added to a proposal; otherwise, the proposing shareholders shall re- otherwise, the proposing shareholders shall re- request to the Board to convene a Shareholders’ request to the Board to convene a Shareholders’ general meeting in accordance with the procedures general meeting in accordance with the procedures as stipulated in these Rules of Procedure; and as stipulated in these Rules of Procedure; and (II) the meeting shall be held at the domicile of the (II) the meeting shall be held at the domicile of the Bank Bank Article 91 With regard to an extraordinary general Article 86 With regard to an extraordinary general meeting convened by the proposing shareholders on meeting convened by the proposing shareholders on their own initiative, the Board, the chairman of the their own initiative, the Board, the chairman of the Board and the secretary to the Board shall diligently Board and the secretary to the Board shall diligently perform their duties The Board shall ensure order perform their duties The Board shall ensure order of the meeting is maintained, and the reasonable of the meeting is maintained, and the reasonable expenses incurred thereof shall be borne by the expenses incurred thereof shall be borne by the Bank If the Board fails to hold such meeting as Bank If the Board fails to hold such meeting as requested by the proposing shareholders because of requested by the proposing shareholders because of directors’ neglect of duty, the reasonable expenses directors’ neglect of duty, the reasonable expenses incurred from the convening and holding of the incurred from the convening and holding of the general meeting by the proposing shareholders on general meeting by the proposing shareholders on their own initiative shall be deducted from the their own initiative shall be deducted from the monies payable by the Bank to the derelict monies payable by the Bank to the derelict directors directors – 155 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 92 Where the proposing shareholders decide Article 87 Where the proposing shareholders decide to convene an extraordinary general meeting, the to convene an extraordinary general meeting, the following procedures shall be followed: following procedures shall be followed: (I) The directors and supervisors shall be present at (I) The directors and supervisors shall be present at the meeting, and the secretary to the Board must be the meeting, and the secretary to the Board must be present at the meeting present at the meeting (II) The meeting shall be presided over by the (II) The meeting shall be presided over by the chairman of the Board If the chairman is unable to chairman of the Board If the chairman is unable or perform his/her duties for any reason, the vice fails to perform his/her duties for any reason, the chairman or another director designated by the vice chairman or another director designated by the chairman shall preside over the meeting If the chairman shall preside over the meeting If the chairman did not designate the vice chairman or chairman did not designate the vice chairman or another director to preside over the meeting, the another director to preside over the meetingis director jointly elected by more than half of the unable or fails to perform his/her duties, the directors shall preside over the meeting If the director jointly elected by more than half of the Board is unable to designate a director to preside directors shall preside over the meeting If the over the meeting, the proposing shareholder shall Board is unable to designate a director to preside preside over the meeting over the meeting, the proposing shareholder shall (III) The Board shall engage a lawyer as witness, preside over the meeting who shall issue legal opinions in accordance with (III) The Board shall engage a lawyer as witness, the Articles of Association of the Bank If the Board who shall issue legal opinions in accordance with refuses to provide assistance, the proposing the Articles of Association of the Bank If the Board shareholders shall engage a lawyer as witness on refuses to provide assistance, the proposing their own, who shall issue legal opinions in shareholders shall engage a lawyer as witness on accordance with the Articles of Association of the their own, who shall issue legal opinions in Bank and these Rules of Procedure accordance with the Articles of Association of the (IV) The procedures of convening the meeting shall Bank and these Rules of Procedure comply with the laws and regulations, the Articles (IV) The procedures of convening the meeting shall of Association of the Bank and these Rules of comply with the laws and regulations, the Articles Procedure of Association of the Bank and these Rules of Procedure Article 99 Except as otherwise provided herein, for Article 94 Except as otherwise provided herein, for the purpose of these Rules of Procedure, references the purpose of these Rules of Procedure, references to “above” and “within” shall include the actual to “above” and “within” shall include the actual figures, while references to “short of”, “other than” figures, while references to “short of”, “other than”, and “over” shall exclude the actual figures “less than”, “lower than” and “over” shall exclude the actual figures – 156 – APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 101 These Rules of Procedure are Article 96 TheseThe formulation of and formulated and amended by the Board, and effective amendments to these Rules of Procedure are from the date on which the H Shares of the Bank formulated and amendedshall be submitted to the were listed for trading in The Stock Exchange of Shareholders’ General Meeting of the Bank for Hong Kong Limited upon approval at the approval upon being approved by the Board, and Shareholders’ General Meeting of the Bank From effective from the date on which the H Shares of the the effective date of these rules of procedure, the Bank were listed for trading in The Stock Exchange original Rules of Procedure for Shareholders’ of Hong Kong Limited upon approval at the General Meetings of the Bank shall automatically Shareholders’ General Meeting of the Bank From be invalidated the effective date of these rules of procedure, the original Rules of Procedure for Shareholders’ General Meetings of the Bank shall automatically be invalidated All references to “the China Banking and Insurance Regulatory Commission” in these Rules of Procedure are adjusted to “the banking regulatory authorities of the State Council” All references to “股東大會” in these Rules of Procedure are adjusted to “股東會” or “股 東會會議” (all of them mean “Shareholders’ general meeting”), as the case may be All references to “高級管理層成員” in these Rules of Procedure are adjusted to “高級管 理人員” According to relevant laws and regulation and corporate governance, the Board of Supervisors shall no longer be required, and the Audit and Consumer Rights Protection Committee shall take over relevant duties and functions of the Board of Supervisors Contents regarding Supervisors and the Board of Supervisors have been deleted in corresponding Rules of Procedure Adjustments will be made to the numbering of relevant chapters and Articles as well as to cross-references affected by this amendments – 157 – APPENDIX III COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) The proposed amendments to the Rules of Procedure for the Board of Directors are set out in the table below (deletions appear as strikethrough, additions appear underlined and bold) The English version of the proposed amendments is for reference only In case of discrepancies between the English and Chinese versions, the Chinese version shall prevail Existing Articles Proposed amendments Article 1 To regulate the operations of CHINA Article 1 To regulate the operations of CHINA BOHAI BANK CO, LTD (hereinafter referred to BOHAI BANK CO, LTD (hereinafter referred to as the “Bank”), effectively exploit the decision- as the “Bank”), effectively exploit the decision- making and supervision functions of the Board, making and supervision functions of the Board, enhance the efficiency of the Board, ensure the enhance the efficiency of the Board, ensure the legitimacy of procedures and resolutions of the legitimacy of procedures and resolutions of the Board meetings, and maintain the safety and stable Board meetings, and maintain the safety and stable operation of the Bank, these Rules of Procedure are operation of the Bank, these Rules of Procedure are formulated in accordance with the Company Law of formulated in accordance with the Company Law of the People’s Republic of China, the Commercial the People’s Republic of China, the Commercial Banking Law of the PRC, the Special Regulations of Banking Law of the PRC, the Special Regulations of the State Council on the Overseas Offering and the State Council on the Overseas Offering and Listing of Shares by Joint Stock Limited Listing of Shares by Joint Stock Limited Companies, the Code of Corporate Governance of Companies, the Code of Corporate Governance of Commercial Banks, the Mandatory Provisions for Commercial Banks, the Mandatory Provisions for Articles of Association of Companies to be Listed Articles of Association of Companies to be Listed Overseas and relevant PRC laws, regulations and Overseasthe Code of Corporate Governance of regulatory documents (hereinafter referred to as the Banking and Insurance Institutions, Interim “PRC laws”) and the Rules Governing the Listing of Measures for the Administration of Overseas Securities on The Stock Exchange of Hong Kong Securities Offering and Listing by Domestic Limited (hereinafter referred to as the “Hong Kong Enterprises and relevantother PRC laws, Listing Rules”) as well as relevant regulations of the regulations and regulatory documents (hereinafter securities regulatory authorities of the place where referred to as the “PRC laws”) and relevant the Bank’s shares are listed (collectively referred to regulations of the securities regulatory as “laws and regulations” together with the “PRC authorities of the place where the Bank’s shares laws”), the Articles of Association of CHINA are listed, and the Rules Governing the Listing of BOHAI BANK CO, LTD (hereinafter referred to Securities on The Stock Exchange of Hong Kong as the “Articles of Association of the Bank”) Limited (hereinafter referred to as the “Hong Kong Listing Rules”) as well as relevant regulations of the securities regulatory authorities of the place where the Bank’s shares are listed (collectively referred to as “laws and regulations” together with the “PRC laws”), the Articles of Association of CHINA BOHAI BANK CO, LTD (hereinafter referred to as the “Articles of Association of the Bank”) Article 2 The Board shall be accountable to the Article 2 The Board shall be accountable to the Shareholders’ General Meeting, and exercises its Shareholders’ General Meeting, and exercises its powers and functions in accordance with laws and powers and functions in accordance with laws and regulations and the Articles of Association of the regulations and the Articles of Association of the Bank Bank – 158 – APPENDIX III COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 5 The Board consists of 18 directors, Article 5 The Board consists of 1821 directors, including four executive directors and six including executive directors and non-executive independent directors directors (including independent directors), among which there are fourthree executive directors and 18 non-executive directors (including sixseven independent directors) The Board shall have one employee director, and senior management shall not concurrently serve as an employee director The total number of executive directors and employee director shall not exceed half of the total number of directors of the Board Article 7 The Board shall undertake final Article 7 The Board shall undertake final responsibility of operation and management of the responsibility of operation and management of the Bank, as well as exercise the following functions Bank, as well as The Board shall exercise the and powers: following functions and powers: (I) to convene Shareholders’ general meetings and (I) to convene Shareholders’ general meetings and report on its work to the Shareholders’ general report on its work to the Shareholders’ general meetings; meetings; (II) to implement resolutions of the Shareholders’ (II) to implement resolutions of the Shareholders’ general meetings; general meetings; (III) to determine the Bank’s operation and (III) to determineformulate the Bank’s operation development strategies and medium-term and and development strategies and medium-term and long-term development plans and supervise long-term development plans and supervise implementation of the strategies; implementation of the strategies; (IV) to appoint or dismiss the president and the (IV) to appoint or dismiss the president and the secretary to the Board of Directors; to appoint or secretary to the Board of Directors; to appoint or dismiss senior management members such as the dismiss senior management members such as the vice president, the chief financial officer and the vice president, the chief financial officer and the chief risk management officer of the Bank as chief risk management officer, chief compliance proposed by the president; and to determine officer, chief information officer and general remunerations, benefits, rewards and punishments counsel of the Bank as proposed by the president in of the aforesaid persons; accordance to regulatory requirements; and to determine remunerations, benefits, rewards and (V) to formulate proposals for any amendment to punishments of the aforesaid persons; the Articles of Association; (V) to formulate proposals for any amendment to (VI) to evaluate and improve the corporate the Articles of Association and formulate the rules governance of the Bank on a regular basis; of procedure of the Shareholders’ general meeting and the rules of procedure of the Board, and approve the working rules of the special committees of the Board of Directors; (VI) to evaluate and improve the corporate governance of the Bank on a regular basis; – 159 – APPENDIX III COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments (VII) to approve the capital management planning (VII) to approveformulate the capital management of the Bank; planning of the Bank, and take ultimate responsibility for capital management; (VIII) to formulate the listing or other fund raising and capital supplement plans of the Bank; (VIII) to formulate the listing or other fund raising and capital supplement plans of the Bank; (IX) to formulate plans for the use of funds raised by the Bank; (IX) to formulate plans for the use of funds raised by the Bank; (X) to formulate proposals concerning an increase or reduction in the registered capital and the (X) to formulate proposals concerning an increase issuance of any class of shares, warrants and other or reduction in the registered capital and the similar securities of the Bank; issuance of any class of shares, warrants and other similar securities of the Bank; (XI) to formulate proposals for repurchase of shares of the Bank; (XI) to formulate proposals for material acquisitions of the Bank, and the repurchase of (XII) to formulate the equity incentive plans of the shares of the Bank; Bank; (XII) to formulate the equity incentive plans of the (XIII) to review and approve material changes in Bank; shareholding of the Bank; (XIII) to review and approve material changes in (XIV) to formulate proposals for financial shareholding of the Bank; restructuring, merger, division and dissolution of the Bank; (XIII) to formulate proposals for financial restructuring, merger, division, and dissolution and (XV) to formulate proposals for the issuance of alteration on the corporate form of the Bank; bonds of the Bank; (XIV) to formulate proposals for the issuance of (XVI) to decide on operational plans and investment bonds of the Bank; proposals of the Bank; (XV) to decide on operational plans and investment (XVII) to formulate annual financial budget plans, proposals of the Bank; final account plans and risk capital allocation plans of the Bank; (XVI) to formulate annual financial budget plans, final account plans and risk capital allocation plans (XVIII) to formulate profit distribution plans and of the Bank; loss recovery plans of the Bank; (XVII) to formulate profit distribution plans and (XIX) to formulate the major investment and major loss recovery plans of the Bank; asset disposal plans of the Bank; (XVIII) to formulate the major investment and (XX) to decide on other external investments, major asset disposal plans of the Bank; acquisition and disposal of assets and external guarantees beyond the Bank’s operations within the authorization of the Shareholders’ general meeting; (XXI) to approve material related party transactions between the insiders of the Bank and shareholders as approved by the Related Party Transactions Control Committee of the Board in advance; (XXII) to propose to the Shareholders’ general meeting to engage or change the accounting firm responsible for auditing of the Bank; – 160 – APPENDIX III COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments (XIII) to be responsible for the Bank’s information (XIX) to approve external investments, disclosure, consider the Bank’s annual reports, and acquisition of assets, asset disposal and write-off, bear the ultimate responsibility for the truthfulness, asset mortgage, external guarantees, related accuracy, integrity and timeliness of the Bank’s party transactions, data governance, etc within accounting and financial reports; the Bank’s operations; (XXIV) to formulate professional norms and value (XX) to decide onapprove other external criteria to be abided by the Board and the senior investments, acquisition and disposal of assets and management of the Bank and the Bank’s basic external guarantees beyond the Bank’s operations management system; within the authorization of the Shareholders’ general meetingand not subject to approval by the (XXV) to determine the risk tolerance, risk Shareholders’ general meeting; management and internal control policies and capital management policies, (XXI) to approvereview material related party transactions between the insiders of the Bank and (XXVI) to determine the remuneration management shareholders as approved by the Related Party policies (including basic salary, performance-based Transactions Control Committee of the Board in remuneration, subsidy and benefits, medium-term advance and the related party transactions and long-term incentive and special bonus) and between directors, senior management and their retirement policies for employees of the Bank; related parties with the Bank; (XXVII) to determine the operating performance (XXII) to propose to the Shareholders’ general evaluation indicators and performance evaluation meeting to engage or changedismiss the accounting policies of the Bank; firm responsible for the regular statutory auditing of the BankBanks’s financial reports; (XXVIII) to decide on the setup of internal management institutions, domestic tier-one (XXIII) to be responsible for the Bank’s information branches and overseas branches (offices) of the disclosure, consider the Bank’s annual reports, and Bank; bear the ultimate responsibility for the truthfulness, accuracy, integrity and timeliness of the Bank’s (XXIX) to listen to the work reports of senior accounting and financial reports; management, supervise the duty performance of senior management members and ensure the senior (XXIV) to formulate professional norms and value management members’ effective performance of criteria to be abided by the Board and the senior management duties; management of the Bank and the Bank’s basic management system; (XXX) to report the regulatory opinions of the CBIRC on the Bank and information about (XXV) to determineformulate the risk tolerance, rectification made by the Bank; risk management and internal control policies and capital management policies, and take the ultimate (XXXI) to safeguard the interests of depositors and responsibility for overall risk management of the other stakeholders and protect the rights of banking Bank; consumers; (XXVI) to determine the overall plan of (XXXII) to establish an identification, review and remuneration management policies (including basic management mechanism for the conflict of interests salary, performance-based remuneration, subsidy between the Bank and the Shareholders, especially and benefits, medium-term and long-term incentive substantial shareholders; and and special bonus) and retirement policies for employees of the Bank; (XXXIII) to exercise other functions and powers stipulated by laws, regulations and the Articles of Association of the Bank, and granted by the Shareholders’ general meetings – 161 – APPENDIX III COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments (XXVII) to determine the operating performance evaluation indicators and performance evaluation policies of the Bank; (XXVIII) to decide on the setup of internal management institutions, domestic tier-one branches and overseas branches (offices) of the Bank; (XXIX) to listen to the work reports of senior management, supervise the duty performance of senior management members and ensure the senior management members’ effective performance of management duties; (XXX) to report the regulatory opinions of the CBIRCbanking regulatory authorities of the State Council on the Bank and information about rectification made by the Bank; (XXXI) to safeguard the legitimate rights and interests of depositorsfinance consumers and other stakeholders and protect the rights of banking consumers; (XXXII) to establish an identification, review and management mechanism for the conflict of interests between the Bank and the Shareholders, especially substantial shareholders; and (XXXIII) to undertake the management responsibility of shareholders’ affairs; and (XXXIV) to exercise other functions and powers stipulated by laws, regulations and the Articles of Association of the Bank, and granted by the Shareholders’ general meetings – 162 – APPENDIX III COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 8 The above matters within the scope of Article 8 The above matters within the scope of powers of the Board shall be discussed and decided powers of the Board shall be discussed and decided by the Board, but the Board may authorize chairman by the Board, but the Board may authorize chairman of the Board, its special committees and president of of the Board, its special committees and president of the Bank to decide such matters under the Bank to decide such matters under circumstances that are necessary, reasonable, legal circumstances that are necessary, reasonable, legal and compliant The content of authorization shall be and compliant The content of authorization shall be clear and specific clear and specific When deciding on major issues of the Bank, the The functions and powers of the Board are Board shall listen to opinions of the Party collectively performed by the Board In committee principle, the functions and powers of the Board of Directors stipulated in the Company Law shall not be delegated to the chairman of the Board, directors, other institutions or individuals to perform If it is indeed necessary to authorize certain specific matters to be decided on, it shall be carried out in accordance with the law through resolutions of the Board of Directors Authorization shall be granted on a case-by-case basis, and the functions and powers of the Board of Directors shall not be generally or permanently delegated to other institutions or individual to perform When deciding on major issues of the Bank, the Board shall listen to opinions of the Party committee Article 10 The Bank shall have one chairman and Article 10 The Bank shall have one chairman and one vice chairman, which shall be elected and one vice chairman, which The chairman and vice dismissed by more than half of all the directors chairman shall be elected and dismissed by more than half of all the directors The vice chairman shall assist the chairman in performing his/her duties Article 12 Where the chairman cannot or fails to Article 12 Where the chairman cannot or fails to fulfil the duty thereof, the director jointly elected by fulfil the duty thereof, the vice chairman may more than half of the directors may fulfil the said fulfil the said duty Where the vice chairman duty cannot or fails to fulfil the duty thereof, the director jointly elected by more than halfmajority of the directors may fulfil the said duty – 163 – APPENDIX III COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 13 The Bank has set a secretary to the Board, Article 13 The Bank has set a secretary to the Board, who shall be accountable to the Board The main who is a senior management member of the Bank duties of the secretary to the Board are as follows: and shall be accountable to the Board The main duties of the secretary to the Board are as follows: (I) to ensure that the Bank has a complete set of constitutional documents and records; (I) to ensure that the Bank has a complete set of constitutional documents and records; (II) to ensure that the Bank prepares and submits the reports and documents required by relevant (II) to ensure that the Bank prepares and submits the departments of the State in accordance with laws; reports and documents required by relevant departments of the State in accordance with laws; (III) to prepare Board meetings and Shareholders’ general meetings, and be responsible for the (III) to prepare Board meetings and Shareholders’ minutes of meetings and the safekeeping of meeting general meetings, and be responsible for the documents and records; minutes of meetings and the safekeeping of meeting documents and records; (IV) to be responsible for the information disclosure of the Bank, and ensure the timely, accurate, legal, (IV) to be responsible for the information disclosure truthful and complete disclosure of the Bank’s of the Bank, and ensure the timely, accurate, legal, information; truthful and complete disclosure of the Bank’s information; (V) to receive visitors, answer inquiries and contact shareholders, ensuring that the relevant documents (V) to receive visitors, answer inquiries and contact and records of the Bank are duly received by shareholders, ensuring that the relevant documents persons who are entitled to receive them; and records of the Bank are duly received by persons who are entitled to receive them; (VI) to ensure the proper establishment of the Bank’s share register and be responsible for keeping (VI) to ensure the proper establishment of the the share register, the seal of the Board and relevant Bank’s share register and be responsible for keeping materials; and the share register, the seal of the Board and relevant materials; and (VII) to perform other duties stipulated by the laws and regulations and the Articles of Association of (VII) to perform other duties stipulated by the laws the Bank and regulations and the Articles of Association of the Bank – 164 – APPENDIX III COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 15 The Board shall set up such special Article 15 The Board shall set up such special committees as Risk Management Committee (and committees as Risk Management and Green the affiliated Related Party Transactions Control Finance Committee (and the affiliated Related Committee), Audit and Consumer Rights Protection Party Transactions Control Committee), Audit and Committee, Nomination and Remuneration Consumer Rights Protection Committee, Committee, Development Strategy and Inclusive Nomination and Remuneration Committee, Finance Committee The powers and functions of Development Strategy and Inclusive Finance the aforementioned special committees are Committee The powers and functions of the stipulated in their respective terms of reference The aforementioned special committees are stipulated in Board may set up other special committees where their respective terms of reference The Board may necessary set up other special committees where necessary or make adjustments to the aforesaid special committees Article 16 The Bank has established the System on Article 16 The Bank has established the System on Independent Directors Independent directors owe Independent Directors Independent directors owe the Bank and all the shareholders thereof the the Bank and all the shareholders thereof the obligation of honesty and diligence Independent obligation of honesty and diligence Independent directors shall fulfil their duties independently in directors shall fulfil their duties independently in accordance with the requirements under laws and accordance with the requirements under laws and regulations, the Articles of Association of the Bank regulations, the Articles of Association of the Bank and these Rules of Procedure, and safeguard the and these Rules of Procedure,with good faith, overall interests of the Bank, especially the independence and diligence to the Bank and legitimate rights and interests of depositors and earnestly safeguard the overall interestslegitimate minority shareholders rights and interests of the Bank, especially the legitimate rights and interests of depositors and minority shareholdersminority shareholders and financial consumers, without any interference by shareholders, de facto controllers and senior management of the Bank, or other entities or individuals who are in relationships of material interest with the Bank – 165 – APPENDIX III COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 17 Independent directors shall give Article 17 Independent directors shall give objective and fair opinions on the matters objective and fair independent opinions on the considered by the Board when performing their matters considered by the Shareholders’ general duties, and focus on the following issues: meeting or the Board, and focus on Especially, they shall give opinions to the Shareholders’ (I) Legality and fairness of material related party general meeting or the Board in relation to the transactions; following issues: (II) Profit distribution plans; (I) Legality and fairness of materialMaterial related party transactions; (III) Appointment and dismissal of senior management members; (II) Profit distribution plans; (IV) Issues that may cause material losses to the (III) AppointmentNomination, appointment and Bank; removal of directors and appointment and dismissal of senior management members; (V) Matters that may harm the legitimate rights and interests of the depositors, minority shareholders (IV) Remuneration of directors and senior and other stakeholders; management members; (VI) Appointment of external auditor; (V) Engagement or dismissal of the accounting firm responsible for the regular statutory (VII) Other matters specified by relevant laws and auditing of the Bank’s financial reports; regulations, the Articles of Association of the Bank and these Rules of Procedure (IV) Issues that may cause material losses to the Bank; Independent directors shall express one of the following types of opinions on the aforesaid issues: (V)(VI) MattersOther matters that may harmhave a significant impact on the legitimate rights and Agreement; qualified opinions and reasons therefor; interests of the depositorsBank, its minority objection and reasons therefor; inability to express shareholders and other stakeholdersfinancial opinions and reasons therefor consumers; (VI) Appointment of external auditor; (VII) Other matters specified by relevant laws and regulations, the Articles of Association of the Bank and these Rules of Procedure Independent directors shall express one of the following types of opinions on the aforesaid issues: Agreement; qualified opinions and reasons therefor; objection and reasons therefor; inability to express opinions and reasons therefor – 166 – APPENDIX III COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 19 If any Board resolution runs counter to Article 19 If there are major defects in the the laws, regulations or the Articles of Association corporate governance mechanism or the of the Bank, thereby incurring serious losses to the corporate governance mechanism fails in the Bank, the independent directors who do not raise Bank, independent directors shall report any objection shall bear liability for compensation relevant information to the regulatory according to laws authorities in a timely manner In addition to reporting relevant information to the regulatory authorities as required, independent directors shall keep the Bank’s secrets confidential If any Board resolution runs counter to the laws, regulations or the Articles of Association of the Bank, thereby incurring serious losses to the Bank, the independent directors who do not raise any objection shall bear liability for compensation according to laws Article 20 The Board meetings are divided into Article 20 The Board meetings are divided into regular meetings and provisional meetings, and the regular meetings and provisional meetings Regular chairman shall convene the meeting meetings shall be held at least four times a year, and the chairman shall convene the meeting Article 21 The Board shall convene regular Deleted meetings at least once a quarter Article 22 The chairman shall convene a provisional Article 21 In any of the following circumstances, Board meeting within five workdays after the tThe chairman shall convene a provisional Board occurrence of any of the following circumstances: meeting within five workdays after the occurrence of any of the following circumstances: (I) It is deemed necessary by the chairman; (I) It is deemed necessary by the chairman; (II) It is proposed by shareholder(s) severally or jointly holding more than 10% of the total voting (II) It is proposed by shareholder(s) severally or shares of the Bank (hereinafter referred to as jointly holding more than 10% of the total voting “proposing shareholders”, with the number of shares of the Bank (hereinafter referred to as shares held by them to be calculated according to “proposing shareholders”, with the number of their shareholdings as of the date of request made by shares held by them to be calculated according to them in writing); their shareholdings as of the date of request made by them in writing); (III) It is jointly proposed by more than one third of the directors; (III) It is jointly proposed by more than one third of the directors; (IV) It is proposed by more than half of the independent directors; (IV) It is proposed by more than halftwo of the independent directors; (V) It is proposed by the Board of Supervisors; (V) It is proposed by the Board of SupervisorsAudit (VI) It is proposed by the president of the Bank; and and Consumer Rights Protection Committee; (VII) Other circumstances stipulated by the relevant (VI) It is proposed by the president of the Bank; and laws and regulations and the Articles of Association of the Bank (VII) Other circumstances stipulated by the relevant laws and regulations and the Articles of Association of the Bank – 167 – APPENDIX III COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 24 The agenda of a Board meeting may Article 23 The agenda of a Board meeting may include matters proposed by the following parties: include matters proposed by the following parties: (I) Matters proposed by the chairman; (I) Matters proposed by the chairman; (II) Matters jointly proposed by more than one third (II) Matters jointly proposed by more than one third of the directors; of the directors; (III) Matters proposed by each of the special (III) Matters proposed by each of the special committees of the Board; committees of the Board; (IV) Matters proposed by the Board of Supervisors; (IV) Matters proposed by the Board of Supervisors; (V) Matters proposed by the president; (V) Matters proposed by the president; (VI) Matters related to the extraordinary general (VI)(V) Matters related to the extraordinary general meeting proposed to be convened by over half of the meeting proposed to be convened by over half and independent directors; no less than two of the independent directors; (VII) Matters related to the extraordinary general (VII) Matters related to the extraordinary general meeting proposed to be convened by over half of the meeting proposed to be convened by over half of the external supervisors (if there are only two external external supervisors (if there are only two external supervisors, the two external supervisors shall supervisors, the two external supervisors shall propose to convene the meeting at the same time); propose to convene the meeting at the same time); (VIII) Matters proposed by or matters related to the (VIII)(VI) Matters proposed by or matters related to extraordinary general meeting proposed to be the extraordinary general meeting proposed to be convened by the proposing shareholders convened by the proposing shareholders (IX) Other matters as stipulated by the laws, (IX)(VII) Other matters as stipulated by the laws, regulations and the Articles of Association of the regulations and the Articles of Association of the Bank Bank Article 26 Board meetings may be held in the form Article 25 Board meetings may be held in the form of on-site and off-site meetings of on-site and off-site meetingsby circulation of written resolutions If a Board meeting is held on site, telephone, video or other instant communication methods may be If a Board meeting is held on site, telephone, video used to facilitate the directors in attending the Board or other instant communication methods may be meeting Any director who attends the Board used to facilitate the directors in attending the Board meeting via the above-mentioned methods shall be meeting Any director who attends the Board deemed as having attended the on-site meeting meeting via the above-mentioned methods shall be deemed as having attended the on-site meeting – 168 – APPENDIX III COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 28 Extraordinary general meetings shall be (Merged with the relevant provisions on voting into held on site whenever possible Provided that the revised Article 73) directors are able to fully express their opinions, extraordinary general meetings may also be Article 27 Extraordinary general meetings shall be convened in the form of off-site meetings However, held on site whenever possible Provided that important matters such as profit distribution plans, directors are able to fully express their opinions, risk capital allocation plans, major investment and extraordinary general meetings may also be major asset disposal plans, appointment or dismissal convened in the form of off-site meetingsby of senior management members, capital supplement circulation of written resolutions However, plans, major changes in equity interests, financial important matters such as profit distribution plans, restructuring and merger, division or dissolution risk capital allocationremuneration plans, major plans shall not be voted on at off-site meetings investment and major asset disposal plans, appointment or dismissal of senior management members, and capital supplement plans, major changes in equity interests, financial restructuring and merger, division or dissolution plans shall not be voted on at off-site meetingsby circulation of written resolutions Article 36 Notices of meetings convened by the Article 35 Notices of meetings convened by the Board shall be made in writing by courier or post, Board shall be madedelivered in writing by courier personal delivery, fax, and information publishing or post, personal delivery, courier, post, fax, and platforms designated by the Bank, accompanied by information publishing platforms designated by the notification by telephone or email Bank, accompanied by notification by telephone or email Article 37 Unless otherwise provided in the Articles Article 36 Unless otherwise provided in the Articles of Association of the Bank and these Rules of of Association of the Bank and these Rules of Procedure, if the meeting notice is sent by personal Procedure, if the meeting notice is sent by personal delivery or by express, the recipient shall affix delivery or by express, the recipient shall affix signature (or seal) on the service return receipt and signature (or seal) on the service return receipt and the signing date shall be the date of service; if the the signing date shall be the date of service; if the notice is sent by post, the fifth workday after notice is sent by post, the fifth workday after handover to the post office shall be the date of handover to the post office shall be the date of service; if the notice is sent by fax, the date when service; if the notice is sent by announcement, the the fax is sent shall be the date of service If the date of first announcement shall be the date of notice is sent by the information publishing service; if the notice is sent by fax, the date when platform designated by the Bank, the date of the fax is sent shall be the date of service If the publication shall be the date of service notice is sent by the information publishing platform designated by the Bank, the date of publication shall be the date of service – 169 – APPENDIX III COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 39 If any director cannot attend the Board Article 38 If any director cannot attend the Board meeting in person, he/she may entrust in writing meeting in person for any reason, he/she may other directors of the same class to attend and vote entrust in writing other directors of the same class to on his/her behalf according to his/her wishes, and attend and vote on his/her behalf according to such director entrusting another person to attend the his/her wishes, and such director entrusting another meeting (the “principal”) shall bear the legal person to attend the meeting (the “principal”) shall liability independently bear the legal liability independently An independent director shall not entrust any non- independent director to attend the meeting on his/her behalf In principle, a director shall be entrusted by no more than two directors not attending the meeting in person A non-related director shall not entrust any related directors to attend the meeting on his/her behalf when considering matters of related party transactions Article 41 The power of attorney shall specify the Article 40 The power of attorney shall specify the name, proxy matters, scope and term of name, proxy matters, scope and term of authorization of the director entrusted to attend the authorization of the director entrusted to attend the meeting (the “proxy”), and shall be signed or sealed meeting (the “proxy”), and the director’s personal by the principal opinions and voting intentions on the proposal, and shall be signed or sealed by the principal Article 42 The proxy shall exercise rights of Article 41 The proxy shall exercise rights of directors within the scope of entrustment directors within the scope of entrustmentauthorization Article 44 Directors shall attend at least 2/3 of the Article 43 Directors shall attend at least 2/3 of the Board meetings in person every year A director on-site Board meetings in person every year A failing to attend the Board meetings in person or by director failing to attend the Board meetings in proxy shall bear relevant legal liabilities for the person or by proxy shall bear relevant legal resolutions of the Board If a director fails to attend liabilities for the resolutions of the Board If a Board meetings in person or by proxy for two director fails to attend Board meetings in person or consecutive times, he/she shall be deemed as failure by proxy for two consecutive times, he/she shall be in performing his/her duties, and the Board shall deemed as failure in performing his/her duties, and propose to the Shareholders’ general meeting to the Board shall propose to the Shareholders’ general remove him/her meeting to remove him/her – 170 – APPENDIX III COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 45 If an independent director fails to attend Article 44 If anAn independent director fails tomay in person at least two-thirds of the Board meetings authorize another independent director to attend in a year, the Board of Supervisors shall propose to the Board meeting on his/her behalf, but shall the Shareholders’ general meeting to dismiss attend in person at least two-thirds of the on-site him/her Board meetings in aevery year, the Board of Supervisors shall propose to the Shareholders’ general meeting to dismiss him/her If any independent director fails to attend in person for three consecutive Board meetings, which will be regarded as failure to perform his/her duties, the Bank shall convene a Shareholders’ general meeting within three months to remove him/her and elect a new independent director Article 62 If an extraordinary Board meeting is not Article 60 If an extraordinary Board meeting is not held on site, voting and resolution can be made by held on siteby circulation of written resolutions, fax or other appropriate means voting and resolution can be made by fax or other appropriate meansdirectors may reply their opinions on voting by fax or other appropriate means Article 63 If an extraordinary Board meeting is not Article 61 If an extraordinary Board meeting is not held on site, voting shall be made in accordance held on siteby circulation of written resolutions, with the following rules: voting shall be made in accordance with the following rules: (I) Secretary to the Board shall serve written notice to all directors four working days before the voting, (I) Secretary to the Board shall serve written notice and shall provide relevant background information to all directors four working days before the voting, on matters to be discussed at the meeting and and shall provide relevant background information relevant information and data for decision-making on matters to be discussed at the meeting and by directors relevant information and data for decision-making by directors (II) The notice of the meeting shall include the following: (II) The notice of the meeting shall include the following: (1) the matters to be discussed; (1) the matters to be discussed; (2) the deadline for voting; (2) the deadline for voting; (3) the reasons for adopting non-on-site voting and explanation on such practice is in compliance with (3) the reasons for adopting non-on-site voting and the Articles of Association of the Bank and these explanation on such practice is in compliance with Rules of Procedure; the Articles of Association of the Bank and these Rules of Procedure; (4) the fax number (in case by means of fax) or other contact methods (in case by means of other (3) the fax number (in case by means of fax) or communication methods) of secretary to the Board; other contact methods (in case by means of other communication methods) of secretary to the Board; – 171 – APPENDIX III COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments (5) other matters that the Board deems as necessary (4) other matters that the Board deems as necessary for explanation for explanation (III) Voting paper shall be attached to the notice of (III) Voting paper shall be attached to the notice of meeting The voting paper shall set out each meeting The voting paper shall set out each resolution subject to voting resolution subject to voting (IV) Directors shall prudently make voting (IV) Directors shall prudently make voting decisions, and fill in and sign the voting paper decisions, and fill in and sign the voting paper Directors shall specify either “for”, “against” or Directors shall specify either “for”, “against” or “abstain” on each resolution subject to voting as set “abstain” on each resolution subject to voting as set out in the voting paper No condition can be added out in the voting paper No condition can be added with voting, otherwise the voting on relevant matter with voting, otherwise the voting on relevant matter shall be voided The completed voting paper shall shall be voided The completed voting paper shall fax to the fax number of the secretary to the Board fax to the fax number of the secretary to the Board as set out in the notice of the meeting or deliver to as set out in the notice of the meeting or deliver to the secretary to the Board through the contact the secretary to the Board through the contact method as set out in the notice of the meeting before method as set out in the notice of the meeting before the deadline for voting as set out in the notice of the the deadline for voting as set out in the notice of the meeting meeting (V) In addition to the voting paper, directors may (V) In addition to the voting paper, directors may also deliver their written opinions on matters to be also deliver their written opinions on matters to be discussed to the secretary to the Board In case of discussed to the secretary to the Board In case of inconsistency between such written opinions and inconsistency between such written opinions and the voting opinions on relevant matters as set out in the voting opinions on relevant matters as set out in the voting paper, the voting opinions in the voting the voting paper, the voting opinions in the voting paper shall prevail paper shall prevail (VI) The original copy of the completed voting (VI) The original copy of the completed voting paper and written opinions shall deliver by mail for paper and written opinions shall deliver by mail for filing by the secretary of the Board within three day filing by the secretary of the Board within three day after the receipt of the completed voting paper and after the receipt of the completed voting paper and written opinions by the secretary to the Board written opinions by the secretary to the Board Article 64 If an extraordinary Board meeting is not Article 62 If an extraordinary Board meeting is not held on site, voting papers that are delivered after held on siteby circulation of written resolutions, the voting deadline as set out in the notice of the voting papers that are delivered after the voting meeting or fail to deliver by designated means shall deadline as set out in the notice of the meeting or be invalid, and directors shall be deemed as fail to deliver by designated means shall be invalid, abstained their voting rights If the voting directors and directors shall be deemed as abstained their have not signed on the voting paper delivered to the voting rights If the voting directors have not signed secretary to the Board, such voting paper shall not on the voting paper delivered to the secretary to the be counted as valid vote The aforementioned Board, such voting paper shall not be counted as circumstances shall be disclosed to all directors valid vote The aforementioned circumstances shall be disclosed to all directors – 172 – APPENDIX III COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 65 If the Board adopts non-on-site voting Article 63 If the Board adopts non-on-site voting means, and the number of directors, who agreed to means, and the number of directors, who agreed to relevant resolutions with valid voting results relevant resolutions with valid voting results delivered to the secretary to the Board, has reached delivered to the secretary to the Board, has reached or exceeded the minimum quorum for such or exceeded the minimum quorum for such resolution, relevant voting results would be a valid resolution, relevant voting results would be a valid Board resolution as considered and approved by Board resolution as considered and approved by directors, and shall be effective from the date of directors, and shall be effective from the date of expiry of the voting deadline as set out in the notice expiry of the voting deadline as set out in the notice of the meeting of the meetingmeeting is held by circulation of written resolutions, and the Board has served relevant resolution to all directors with the number of agreeing directors reached the statuary quorum required for relevant resolution, the contents under relevant resolution will become Board resolution from the date of receipt of written documents signed by the agreeing directors by the secretary to the Board Article 71 When the credit extended by the Bank to Article 69 When the credit extended by the Bank to a shareholder, especially the substantial a shareholder, especially the substantial shareholder, is overdue, or a shareholder pledges shareholder, is overdue, or a shareholder pledges 50% or more of his/her equity in the Bank, the 50% or more of his/her equity in the Bank, the voting right of director(s) despatched by such voting right of director(s) nominated or despatched shareholder at Board meetings shall be subject to by such shareholder at Board meetings shall be restriction subject to restriction Article 73 If an extraordinary Board meeting is not Article 71 If an extraordinary Board meeting is not held on site, after voting and resolution have been held on siteby circulation of written resolutions, made, the secretary to the Board shall timely inform after voting and resolution have been made, the all directors about the resolution in written secretary to the Board shall timely inform all Directors are entitled to review the Board directors about the resolution in written Directors resolutions, the voting papers and written opinions are entitled to review the Board resolutions, the delivered by directors participating in the voting voting papers and written opinions delivered by and other documents and data after voting directors participating in the voting and other documents and data after voting – 173 – APPENDIX III COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 74 Any decision made by the Board of the (Part of the contents of the original Article 28 are Bank on the following matters shall be subject to consolidated into this Article) consideration and approval by more than two thirds of all the directors: Article 72 Any decision made by the Board of the Bank on the following matters shall be subject to (I) appointment or dismissal of the Bank’s president consideration and approval by more than two-thirds and secretary to the Board, and appointment or of all the directors: dismissal of the Bank’s senior management members such as vice president, chief financial (I) appointment or dismissal of the Bank’s president officer and chief risk management officer as and secretary to the Board, and appointment or nominated by the president, and determination of dismissal of the Bank’s senior management remunerations, benefits, rewards and punishments members such as vice president, chief financial for the aforesaid persons; officer and, chief risk management officer, chief compliance officer, chief information officer and (II) plan for amendment to the Articles of general counsel as nominated by the president, and Association; determination of remunerations, benefits, rewards and punishments for the aforesaid persons; (III) plan for listing of the Bank on any stock exchange or other fund raising and capital (II) plan for amendment to the Articles of supplement plans; Association; (IV) plans for use of funds raised by the Bank; (III) plan for listing of the Bank on any stock exchange or other fund raising and capital (V) plans for increase or decrease of the registered supplement plans; capital of the Bank and issuance of shares of any class, warrants and other similar securities; (IV) plans for use of funds raised by the Bank; (VI) plans for issuance of bonds of the Bank; (V) plans for increase or decrease of the registered capital of the Bank and issuance of shares of any (VII) plans for repurchase of shares of the Bank; class, warrants and other similar securities; (VIII) equity incentive plans of the Bank; (VI) plans for issuance of bonds of the Bank; (IX) plans for material equity changes, financial (VII) plans for material acquisitions, repurchase of restructuring, merger, division and dissolution of shares of the Bank; the Bank; (VIII) equity incentive plans of the Bank; (X) risk capital distribution plans, profit distribution plans and loss recovery plans of the Bank; (IX) plans for material equity changes, financial restructuring, merger, division and, dissolution and (XI) major investment and major asset disposal alteration on the corporate form of the Bank; plans of the Bank; (X) risk capital distribution plans, profit distribution (XII) other external investments, purchase and sale plans and, loss recovery plans and remuneration of assets and external guarantees of the Bank plans of the Bank; beyond the Bank’s operations within the range authorized by the Shareholders’ general meeting; (XI) major investment and major asset disposal and plans of the Bank; – 174 – APPENDIX III COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments (XIII) approval for material related party (XII) other external investments, purchase and sale transactions between the insiders of the Bank and of assets and external guarantees of the Bank shareholders as approved by the related party beyond the Bank’s operations within the range transactions control committee of the Board in authorized by the Shareholders’ general meetingand advance not subject to approval by the Shareholders’ general meeting; and Save as otherwise specified in the Articles of Association of the Bank and these Rules of (XIII) approvalreview for material related party Procedure, the matters other than those in Paragraph transactions between the insiders of the Bank and 1 of this article shall be approved by more than half shareholders as approvedreviewed by the related of the directors upon consideration party transactions control committee of the Board in advanceand the related party transactions between directors, senior management and their related parties with the Bank (XIII) Material related party transactions and the related party transactions between directors, senior management and their related parties with the Bank must be approved by more than two- thirds of the non-related directors, and if the number of non-related directors attending Board meetings is less than three, it shall be submitted to the Shareholders’ general meetings for consideration Save as otherwise specified in the Articles of Association of the Bank and these Rules of Procedure, the matters other than those in Paragraph 1 of this article shall be approved by more than half of the directors upon consideration – 175 – APPENDIX III COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 77 The minutes of the Board meeting shall Article 75 The minutes of the Board meeting shall be prepared The minutes of a Board meeting shall be prepared Board shall keep minutes to record specify: the decisions on matters discussed at the on-site meetings The minutes of a Board meeting shall (I) the notice, date, venue and name of the convener specify: of the meeting; (I) the notice, date, venue and name of the convener (II) the names of the attending directors and the of the meeting; directors (as proxies) attending the Board meeting on behalf of others; (II) the names of the attending directors and the directors (as proxies) attending the Board meeting (III) the agenda of the meeting; on behalf of others; (IV) proponents of various proposals; (III) the agenda of the meeting; (V) highlights of the speeches of directors; and (IV) proponents of various proposals; (VI) the voting method and result for each (V) highlights of the speeches of directors; and resolution (the voting result shall set out the numbers of pros, cons and abstentions) (VI) the voting method and result for each resolution (the voting result shall set out the numbers of pros, cons and abstentions) Article 78 The minutes of the Board meeting shall Article 76 The minutes of the Board meeting shall be prepared in Chinese by the secretary to the be prepared in Chinese by the secretary to the Board, and the directors present at the meeting shall Board, and the directors present at the meeting shall have the right to request explanatory records of their have the right to request explanatory records of their statements made at the meeting The minutes of the statements made at the meeting The minutes of the Board meeting shall be circulated to the directors Board meeting shall be circulated to the directors and shall be signed and confirmed jointly by the and shall be signed and confirmed jointly by the directors attending the meeting in person or by directors attending the meeting in person or by proxy and the person who made the minutes, and proxy and the person who made the minutes, and shall be kept by the secretary to the Board as the shall be kept by the secretary to the Board as the Bank’s documents for at least ten years Bank’s documents for at least ten years Any director who has different views on the minutes may append explanation when signing the minutes The minutes shall be kept perpetually – 176 – APPENDIX III COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) Existing Articles Proposed amendments Article 79 If the Board meeting is convened in the Article 77 If the Board meeting is convened in the form of teleconference and video conference or with form of teleconference and video conference or with the help of communications equipment enabling all the help of communications equipment enabling all attending directors to hear clearly and communicate attending directors to hear clearly and communicate with each other in real time, the whole process of with each other in real time, the whole process of the meeting must be audio or video recorded Such the meeting must be audio or video recordedThe audio and video records form part of the minutes, Bank shall record the on-site meetings of the and shall be kept by the secretary to the Board for at Board by means of audio and video recording least ten years Such audio and video records form part of the minutes, and shall be kept by the secretary to the Board for at least ten years Article 85 Unless otherwise specified herein, Article 83 Unless otherwise specified herein, references to “above” shall include the actual given references to “above” and “under” shall include figures, while references to “short of” and “beyond” the actual given figures, while references to “short shall exclude such actual given figures of” and, “beyond”, “less than”, “more than” and “over” shall exclude such actual given figures Article 87 These Rules of Procedure are formulated Article 85 TheseThe formulation of and and amended by the Board, and effective from the amendments to these Rules of Procedure are date on which the H Shares of the Bank were listed formulated and amendedshall be submitted to the for trading in The Stock Exchange of Hong Kong Shareholders’ General Meeting of the Bank for Limited upon approval at the Shareholders’ General approval upon being approved by the Board, and Meeting of the Bank From the effective date of effective from the date on which the H Shares of the these rules of procedure, the original Rules of Bank were listed for trading in The Stock Exchange Procedure for the Board of the Bank shall of Hong Kong Limited upon approval at the automatically be invalidated Shareholders’ General Meeting of the Bank From the effective date of these rules of procedure, the original Rules of Procedure for the Board of the Bank shall automatically be invalidated Article 88 The Board of Directors shall be Article 86 The Board of Directors of the Bank shall responsible for the interpretation of these Rules of be responsible for the interpretation of the these Procedure Rules of Procedure All references to “the China Banking and Insurance Regulatory Commission” in these Rules of Procedure are adjusted to “the banking regulatory authorities of the State Council” All references to “股東大會” in these Rules of Procedure are adjusted to “股東會” or “股 東會會議” (all of them mean “Shareholders’ general meeting”), as the case may be – 177 – APPENDIX III COMPARATIVE TABLE OF THE AMENDMENTS OF THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF CHINA BOHAI BANK CO, LTD (AMENDED IN 2025) All references to “高級管理層成員” in these Rules of Procedure are adjusted to “高級管 理人員” According to relevant laws and regulation and corporate governance requirements, the Board of Supervisors shall no longer be established, and the Audit and Consumer Rights Protection Committee shall take over relevant duties and functions of the Board of Supervisors Contents regarding Supervisors and the Board of Supervisors have been deleted in corresponding Rules of Procedure Adjustments will be made to the numbering of relevant chapters and Articles as well as to cross-references affected by this amendments – 178 – WRITTEN REPORT OF MATTERS TO BE LISTENED TO 2024 ASSESSMENT REPORT ON QUALIFICATION OF MAJOR SHAREHOLDERS AND RELATED MATTERS OF CHINA BOHAI BANK CO, LTD In accordance with the Code of Corporate Governance of Banking and Insurance Institutions, the Provisional Rules on Major Shareholders’ Conduct of Banking and Insurance Institutions, the Interim Measures for the Equity Management of Commercial Banks, the Measures on Administrative Licensing Items on Chinese-funded Commercial Banks, the Notice by the General Office of the China Banking and Insurance Regulatory Commission (the “CBIRC”) of Issues Concerning Further Enhancing the Management of Undertakings of Shareholders of Banking and Insurance Institutions and other regulatory regulations as well as the Articles of Association of CHINA BOHAI BANK CO, LTD, the Bank conducted the 2023 assessment towards the qualification of major Shareholders and related matters, and the report is hereby given as follows: I Scope of Assessment As of December 31, 2024, the total share capital of the Bank was 17762 billion shares, and there were two major Shareholders holding more than 15% shares in the Bank: Number of Shares No Name of Shareholder held (Share) Shareholding Nature 1 TEDA Investment Holding Co, 3,612,500,000 2034% Major Shareholder Ltd (Domestic Shares) 2 Standard Chartered Bank (Hong 2,888,555,000 1626% Major Shareholder Kong) Limited (H Shares) II Overview of Assessment The Bank has assessed the relevant qualification of major Shareholders by, among others, reviewing files, inquiring into public information, conducting questionnaire surveys to Shareholders, and analyzing financial statements of shareholder entities The details are as follows: (I) Qualification of major Shareholders 1 Qualification and financial position of major Shareholders After reviewing and analyzing the financial statements and credit rating reports, it was found that the two major Shareholders of the Bank, ie TEDA Investment Holding Co, Ltd, and Standard Chartered Bank (Hong Kong) Limited, maintained sound operating conditions and financial position in 2024 As at the end of 2024, the capital adequacy ratio of Standard Chartered Bank (Hong Kong) Limited was 2164%, which was basically the same as the local banking industry’s average capital adequacy ratio of 218%, and not less than 105% Save as the above, and no non-compliance with the qualification requirements for shareholders in the Measures on Administrative Licensing Items on Chinese-funded Commercial Banks has been identified – 179 – WRITTEN REPORT OF MATTERS TO BE LISTENED TO (II) Shareholding of major Shareholders 1 Sources of investment funds All major Shareholders of the Bank undertook that their funds for their initial investment and previous capital increases were all self-owned funds with legitimate sources, and there was no investment with non-self-owned funds such as entrusted funds and debt funds All major Shareholders contributed capital in cash to the Bank The investment funds from major Shareholders were all verified by external accounting firms with capital verification reports issued therefor, and there was no false and discrepant capital contribution, withdrawal of capital or withdrawal of capital in disguised form Currently, none of the Bank’s shares are held through financial products 2 Entrusted shareholding or acceptance of entrusted shareholding by others The major Shareholders of the Bank did not entrust or accept others to entrust shareholding 3 Transfer of equity within five years upon acquisition As of the end of 2024, all major Shareholders of the Bank have invested in the Bank for more than five years, and there has been no transfer of equity within five years upon acquisition 4 Participation in and control of shareholding in commercial banks In 2024, no non-compliance with the regulatory requirements on the number of commercial banks invested by major Shareholders of the Bank and their related parties and persons acting in concert has been identified 5 Equity pledges As of the end of 2024, TEDA Investment Holding Co, Ltd, a major Shareholder of the Bank, has pledged 696,900,000 Shares of the Bank due to its own operating needs The number of its pledged Shares represented 1929% of its total Shares held in the Bank and did not reach 50%, such that it is not subject to any restriction on its voting rights at the Shareholders’ general meeting and the voting rights of the Directors nominated by it at the meeting of the Board of Directors The aforesaid equity pledges have fulfilled the filing procedures of the Board of Directors of the Bank in accordance with laws and regulations The register of domestic Shareholders of the Bank filed with and managed by China Securities Depository and Clearing Corporation Limited has recorded the equity pledges of TEDA Investment Holding Co, Ltd in accordance with laws and regulations The Bank and its Shareholders have timely disclosed and submitted information in accordance with relevant regulatory requirements – 180 – WRITTEN REPORT OF MATTERS TO BE LISTENED TO Save as the above, as of the end of 2024, the Bank has not had any other equity pledge of major Shareholders 6 Frozen Shares As of the end of 2024, there were no frozen shares held by major Shareholders of the Bank 7 Circumstances prohibited by regulatory requirements In this assessment, none of the major Shareholders of the Bank and their controlling shareholders or de facto controllers has been identified to fall under the following circumstances prohibited under the Provisional Rules on Major Shareholders’ Conduct of Banking and Insurance Institutions: (I) being listed as a subject to any joint punishment for dishonesty by relevant authorities; (II) committing any act of seriously evading or cancelling bank debts; (III) providing false materials or making false statements; (IV) assuming major liability for the business failure of any commercial bank or significant violation of laws and regulations; (V) rejecting or obstructing any financial regulatory authorities or its dispatched offices from conducting their regulatory work according to law; (VI) having been investigated and punished by any financial regulatory authorities or any other relevant government agencies for violation of laws and regulations, thus having caused adverse impact; (VII) any other circumstances that may adversely affect the operation and management of the commercial bank (III) Related party transactions of major Shareholders in 2024 The related party transactions of the Bank were mainly credit transactions with members of its Shareholder group As of the end of 2024, based on the standards of the National Financial Regulatory Administration, net credit amount granted to TEDA Investment Holding Co, Ltd and its related parties was RMB13981 billion, and that granted to Standard Chartered Bank (Hong Kong) Limited and its related parties was RMB0 The aforesaid credit business has been under normal repayment with no defaults or overdue repayments In 2024, all related party transactions between the Bank and related parties were conducted in accordance with laws and regulations as well as relevant provisions of domestic and overseas regulatory authorities and the Bank’s rules for related party transactions These transactions were conducted in adherence to the general business principles, and based on conditions which were not superior to those granted to an independent third party, and their terms were fair and reasonable and in the interests of the Company and its Shareholders as a whole – 181 – WRITTEN REPORT OF MATTERS TO BE LISTENED TO (IV) Performance of responsibilities, obligations and commitments by major Shareholders 1 Exercising Shareholders’ rights and performing Shareholders’ responsibilities and obligations according to laws and regulations The Shareholders of the Bank exercise their rights as investors and perform their obligations as Shareholders in accordance with relevant laws, regulations and the Bank’s Articles of Association, and make decisions on major issues of the Bank mainly by attending the Shareholders’ general meeting, voting on matters proposed at the Shareholders’ general meeting and appointing Directors to vote at the Board meetings The Bank has formulated the Rules of Procedure of Shareholders’ General Meeting, and the Shareholders’ general meeting operates in accordance with the Bank’s Articles of Association and the Rules of Procedure of Shareholders’ General Meeting All major Shareholders of the Bank abide by the laws and regulations, regulatory requirements and the Bank’s Articles of Association, exercise their rights and perform their obligations as Shareholders in accordance with the laws The Bank has not found any abuse of Shareholders’ rights which harms the interests of the Bank and other Shareholders, or abuse of the independent status of the Bank as a legal person and Shareholders’ limited liability which harms the interests of the Bank’s creditors The Bank has not found any abuse of Shareholders’ rights or use of their influence to interfere with the decision-making power and management power enjoyed by the Board of Directors and senior management according to the Articles of Association, directly intervene or use influence to intervene beyond the Board of Directors and senior management in the Bank’s operation and management or for benefits transfer, or otherwise damage the legitimate rights and interests of depositors, the Bank and other Shareholders 2 Performance of commitments to the Bank In 2021, according to the work requirements of the Notice by the General Office of the CBIRC of Issues Concerning Further Enhancing the Management of Undertakings of Shareholders of Banking and Insurance Institutions (Yin Bao Jian Ban Fa [2021] No 100), the Bank timely conveyed the spirit and related requirements of the Notice to major Shareholders, and compiled a letter of commitment applicable to the Bank in accordance with the Letter of Commitment Templates for Major Shareholders of Commercial Banks The two major Shareholders have signed the letter of commitment in writing, which is reported to regulatory authorities In this assessment, the major Shareholders of the Bank, according to regulatory provisions, have confirmed in writing to the Bank that they are able to replenish the capital of the Bank, if necessary – 182 – WRITTEN REPORT OF MATTERS TO BE LISTENED TO All major Shareholders of the Bank continued to perform the commitments made in the above major Shareholders’ commitment letter, such as declarations, compliances and due diligence (V) Implementation of the Articles of Association of the Bank and compliance with laws, regulations and regulatory requirements 1 Nomination of Directors and Supervisors The Shareholders of the Bank nominate candidates for Directors and Supervisors in strict accordance with the procedures and shareholder rights stipulated in laws and regulations and the Articles of Association of the Bank As of the end of 2024, all major Shareholders of the Bank have nominated Directors for the sixth session of the Board to the Bank, including three Directors nominated by TEDA Investment Holding Co, Ltd, and a Director nominated by Standard Chartered Bank (Hong Kong) Limited The Director nominated by the major Shareholders were elected at the 2025 first extraordinary general meeting of the Bank There is no Supervisor nominated by Shareholders 2 Reporting relevant information to the Bank All major Shareholders of the Bank can timely, accurately and completely report their own situation and relevant information of their controlling shareholders, de facto controllers, related parties, concerted parties and ultimate beneficiaries to the Bank in accordance with regulatory requirements No cases have been found in which Shareholders evade regulatory review by hiding de facto controllers, concealing related relationships, holding shares on behalf of Shareholders, entrusting voting rights, and agreeing on concerted actions to control and dominate the Bank The Bank continued to diversify its data collection methods, effectively used public information, third-party data and other channels to timely obtain and verify information of its Shareholders and identify equity penetration, strengthened the review and verification of the data and information provided by its Shareholders, and reported relevant data through the Equity Supervision Information System in accordance with regulatory requirements – 183 – NOTICE OF 2025 SECOND EXTRAORDINARY 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) NOTICE OF 2025 SECOND EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that the 2025 second extraordinary general meeting of CHINA BOHAI BANK CO, LTD (the “Bank”) (the “2025 Second EGM”) will be held at Meeting Room 6702, China Bohai Bank Tower, 218 Haihe East Road, Hedong District, Tianjin, China at 2:00 pm on Monday, August 18, 2025 for the purpose of considering, and if thought fit, passing the following resolutions: SPECIAL RESOLUTION 1 Amendments to the Articles of Association ORDINARY RESOLUTIONS 2 Amendments to the Rules of Procedure for Shareholders’ General Meetings 3 Amendments to the Rules of Procedure for the Board of Directors SPECIAL RESOLUTION 4 Dissolution of the Board of Supervisors The detailed resolution mentioned above is set out in the Bank’s circular dated August 1, 2025 in respect of convening the 2025 Second EGM The 2024 Assessment Report on Qualification of Major Shareholders and Related Matters of CHINA BOHAI BANK CO, LTD (written report) will also be listened to at the 2025 Second EGM By order of the Board CHINA BOHAI BANK CO, LTD WANG Jinhong Chairman August 1, 2025 – 184 – NOTICE OF 2025 SECOND EXTRAORDINARY GENERAL MEETING Notes: 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 the 2025 Second EGM will be taken by poll 2 In order to determine the Shareholders who are entitled to attend the 2025 Second EGM, the register of members of the Bank will be closed from Wednesday, August 13, 2025 to Monday, August 18, 2025 (both days inclusive) The record date for determining the Shareholders’ eligibility to attend and vote at the 2025 Second EGM is Monday, August 18, 2025 In order to attend and vote at the 2025 Second EGM, 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 Tuesday, August 12, 2025 3 Shareholders who are entitled to attend and vote at the meeting may appoint one or more proxies to attend and vote on their behalves A proxy need not be a shareholder of the Bank 4 A shareholder shall entrust the proxy in writing The written power of attorney shall be signed by the principal or by the proxy entrusted thereby in writing; if the principal is a legal person or other institution, the power of attorney shall be signed under the seal of the legal person or under the hand of its legal representative or other representative duly authorized 5 If you intend to appoint a proxy to attend the 2025 Second EGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon For holders of H shares, the proxy form (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 behalf of the appointor) should be returned to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong For holders of domestic shares, the above document(s) should be returned to the office of the board 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 Second EGM or any adjournment thereof Completion and return of the proxy form will not preclude you from attending and voting in person at the 2025 Second EGM or any adjournment thereof should you so wish and, in such event, the proxy form shall be deemed to have been revoked 6 The meeting is expected to last for no more than half a day Shareholders who attend the meeting in person or by proxy shall bear their own traveling, dining and accommodation expenses Shareholders or their proxies shall produce their identity documents when attending the meeting – 185 –
SECOND THE EXTRAORDINARY GENERAL FOR
2025-07-31 17:21:48
Announcements & Notices
RESIGNATION OF THE VICE PRESIDENT, PROPOSED DISSOLUTION OF THE BOARD OF SUPERVISORS, PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS AND PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS
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 announcement 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) RESIGNATION OF THE VICE PRESIDENT, PROPOSED DISSOLUTION OF THE BOARD OF SUPERVISORS, PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS AND PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS RESIGNATION OF THE VICE PRESIDENT The board of directors (the “Board”) of CHINA BOHAI BANK CO, LTD (the “Bank”) hereby announces that the Board has received a resignation letter from Mr DU Gang (“Mr DU”), who resigned as a vice president (a professional manager) of the Bank for personal reasons As considered and approved by the Board, the resignation of Mr DU became effective from July 25, 2025 Mr DU has confirmed that he has no disagreement with the Board, and there are no matters relating to his resignation that need to be brought to the attention of the shareholders (“Shareholders”) or creditors of the Bank, or The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) The Board expresses its sincere gratitude to Mr DU for his contributions to the development of the Bank during his term of office PROPOSED DISSOLUTION OF THE BOARD OF SUPERVISORS The Board further announces that, for the purposes of optimizing the corporate governance structure and enhancing the operational efficiency of corporate governance, in accordance with the relevant requirements of the Company Law of the People’s Republic of China and the National Financial Regulatory Administration on the establishment of the board of supervisors, and upon consideration and approval by the Board on July 25, 2025, the Bank proposes to dissolve the Board of Supervisors, and the Audit and Consumer Rights Protection Committee of the Board shall take over the duties and responsibilities of the Board of Supervisors in accordance with the law The special committees under the Board of Supervisors shall be abolished at the same time (the “Proposed Dissolution of the Board of Supervisors”) Upon dissolution of the Board of Supervisors, the existing supervisors of the Bank will cease to act as supervisors of the Bank, 1 and the relevant corporate governance documents of the Board of Supervisors such as the Rules of Procedure for the Board of Supervisors of China Bohai Bank Co, Ltd, the Supervisory and Administrative Measures of the Board of Supervisors of China Bohai Bank Co, Ltd 《( 渤海銀 行股份有限公司監事會監督管理辦法》), as well as the other relevant documents that have been approved and put into effect by the Board of Supervisors shall be repealed accordingly The Proposed Dissolution of the Board of Supervisors shall take effect on the same date as the amended Articles of Association of the Bank upon the approval by the Shareholders’ general meeting PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS AND PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD Pursuant to the national laws and regulations, the latest regulatory requirements of the banking regulatory authorities and securities regulatory authorities, as well as the relevant arrangements of the reform of the Board of Supervisors of the Bank, the Bank proposes to amend the Articles of Association of the Bank (the “Proposed Amendments to the Articles of Association”) The Proposed Amendments to the Articles of Association shall become effective on the date on which they are approved by the regulatory authorities upon the approval by the Shareholders’ general meeting Pursuant to the national laws and regulations, the latest regulatory requirements of the banking regulatory authorities and securities regulatory authorities and the needs of the Bank’s corporate governance practices, the Bank proposes to amend the Rules of Procedure for the Shareholders’ General Meetings of China Bohai Bank Co, Ltd (the “Proposed Amendments to the Rules of Procedure for Shareholders’ General Meetings”) and the Rules of Procedure for the Board of Directors of China Bohai Bank Co, Ltd (the “Proposed Amendments to the Rules of Procedure for the Board”) The Proposed Amendments to the Rules of Procedure for Shareholders’ General Meetings and the Proposed Amendments to the Rules of Procedure for the Board shall become effective on the same date as the Proposed Amendments to the Articles of Association, subject to the approval of the Bank’s Shareholders’ general meeting The above matters have been considered and approved by the Board on July 25, 2025 For details of the Proposed Amendments to the Articles of Association, please refer to the appendix GENERAL A circular containing, among other things, the Proposed Dissolution of the Board of Supervisors, the Proposed Amendments to the Articles of Association, the Proposed Amendments to the Rules of Procedure for Shareholders’ General Meetings and the Proposed Amendments to the Rules of Procedure for the Board, and a notice of the 2025 second extraordinary general meeting (the “2025 Second EGM”) to be held on Monday, August 18, 2025, will be despatched to Shareholders as soon as practicable 2 CLOSURES OF REGISTER OF MEMBERS In order to determine the Shareholders who are entitled to attend the 2025 Second EGM, the register of members of the Bank will be closed from Wednesday, August 13, 2025 to Monday, August 18, 2025 (both days inclusive) The record date for determining the Shareholders’ eligibility to attend and vote at the 2025 Second EGM is Monday, August 18, 2025 In order to attend and vote at the 2025 Second EGM, 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 Tuesday, August 12, 2025 By order of the Board CHINA BOHAI BANK CO, LTD WANG Jinhong Chairman Tianjin, China July 25, 2025 As 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, Mr DUAN Wenwu, 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 3 APPENDIX The proposed amendments to the Articles of Association are set out in the table below (deletions appear as strikethrough, additions appear underlined and bold) The English version of the proposed amendments is for reference only In case of discrepancies between the English and Chinese versions, the Chinese version shall prevail 2022 Amended Articles 2025 Proposed Amended Articles Article 1 To protect the legitimate rights and Article 1 To protect the legitimate rights and interests of CHINA BOHAI BANK CO, LTD interests of CHINA BOHAI BANK CO, LTD (hereinafter referred to as the “Bank”), shareholders (hereinafter referred to as the “Bank”), shareholders, and creditors and regulate the organization and e m p l o y e e s a n d c r e d i t o r s a n d r e g u l a t e t h e acts of the Bank, these Articles are formulated organization and acts of the Bank, these Articles are in accordance with the Company Law of the formulated in accordance with the Company Law of People’s Republic of China (hereinafter referred the People’s Republic of China (hereinafter referred to as the “Company Law”), the Securities Law of to as the “Company Law”), the Securities Law of the People’s Republic of China, the Commercial the People’s Republic of China, the Commercial Banking Law of the PRC (hereinafter referred to Banking Law of the PRC (hereinafter referred to as the “Commercial Banking Law”), the Special as the “Commercial Banking Law”), the Special Regulations of the State Council on the Overseas Regulations of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Offering and Listing of Shares by Joint Stock Limited Companies (hereinafter referred to as the Limited Companies (hereinafter referred to as the “Special Regulations”), the Interim Measures for “Special Regulations”), the Interim Measures for the Equity Management of Commercial Banks, the Equity Management of Commercial Banks, the Code of Corporate Governance of Banking the Code of Corporate Governance of Banking and Insurance Institutions, the Provisional Rules and Insurance Institutions, the Provisional Rules on Major Shareholders’ Conduct of Banking and on Major Shareholders’ Conduct of Banking and Insurance Institutions, the Mandatory Provisions for Insurance Institutions, the Mandatory Provisions for Articles of Association of Companies to be Listed Articles of Association of Companies to be Listed Overseas (hereinafter referred to as the “Mandatory Overseas (hereinafter referred to as the “Mandatory Provisions”) and other PRC laws and the Rules Provisions”) and other PRC laws and Interim Governing the Listing of Securities on The Stock Measures for the Administration of Overseas Exchange of Hong Kong Limited (hereinafter Securities Offering and Listing by Domestic referred to as the “Hong Kong Listing Rules”) Enterprises and other PRC laws as well as as well as relevant regulations of the securities relevant regulations of the securities regulatory regulatory authorities of the place where the Bank’s authorities of the place where the Bank’s shares shares are listed (collectively referred to as “laws are listed, the Rules Governing the Listing of and regulations” together with the “PRC laws”) Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “Hong Kong Listing Rules”) as well as relevant regulations of the securities regulatory authorities of the place where the Bank’s shares are listed (hereinafter collectively referred to as “laws and regulations” together with the “PRC laws”) 4 2022 Amended Articles 2025 Proposed Amended Articles The “PRC laws” referred to in these Articles refer The “PRC laws” referred to in these Articles refer to laws, regulations, rules, judicial interpretations to laws, regulations, rules, judicial interpretations and notices officially issued by legislatures and and notices officially issued by legislatures and other government authorities of the PRC at all other government authorities , administrative levels (including any amendments, revisions, authorities and legal authorities of the PRC at reformulations or combinations of such PRC laws all levels (including any amendments, revisions, and any regulations, rules, judicial interpretations reformulations or combinations of such PRC laws or notices issued in accordance with such PRC and any regulations, rules, judicial interpretations laws, but excluding laws, regulations and judicial or notices issued in accordance with such PRC precedents of the Hong Kong Special Administrative laws, but excluding laws, regulations and judicial Region (hereinafter referred to as “Hong Kong”), the precedents of the Hong Kong Special Administrative Macau Special Administrative Region and Taiwan) Region (hereinafter referred to as “Hong Kong”), the Macau Special Administrative Region and Taiwan) Article 7 The chairman of the Board is the legal Article 7 The chairman of the Board is the legal representative of the Bank representative of the Bank Where the chairman of the Board resigns, he/she shall be deemed to have resigned from the position of the legal representative at the same time The Bank shall appoint a new legal representative in accordance with the laws and regulations and these Articles Article 8 The assets of the Bank are divided into Article 8 The assets of the Bank are divided into shares of equal par value The shareholders are shares of equal par value The shareholders are responsible for the Bank to the extent of the shares responsible for the Bank to the extent of the shares they have subscribed for The Bank is responsible they have subscribed for The Bank is responsible for its debts with all of its assets for its debts with all of its assets property Article 9 From the date on which these Articles Article 9 From the date on which these Articles become effective, these Articles shall constitute become effective, these Articles shall constitute a legally binding document that regulates the a legally binding document that regulates the organization and acts of the Bank and the rights and organization and acts of the Bank and the rights and obligations between the Bank and its shareholders obligations between the Bank and its shareholders and between shareholders inter se These Articles and between shareholders inter se These Articles shall be binding upon the Bank and its Party shall be binding upon the Bank and its Party organizations, shareholders, directors, supervisors organizations, shareholders, directors, supervisors and senior management members, who shall have and senior management members, who shall have the right to make any claims and propositions the right to make any claims and propositions regarding the Bank’s affairs based on these Articles regarding the Bank’s affairs based on these Articles Pursuant to these Articles, the Bank may pursue Pursuant to these Articles, the Bank may pursue actions against shareholders, directors, supervisors actions against shareholders, directors, supervisors and senior management members, and shareholders and senior management members, and shareholders may pursue actions against other shareholders, may pursue actions against other shareholders, the Bank and its directors, supervisors and senior the Bank and its directors, supervisors and senior management members management members The actions, as referred to in the preceding The actions, as referred to in the preceding pa ragraph , inc lude the ins t i tu t ing o f l ega l pa ragraph , inc lude the ins t i tu t ing o f l ega l proceedings with a court or filing with an arbitration proceedings with a court or filing with an arbitration tribunal for arbitration tribunal for arbitration 5 2022 Amended Articles 2025 Proposed Amended Articles Article 10 “Directors” as referred to in these Article 10 “Directors” as referred to in these Articles, unless the context indicates otherwise or Articles, unless the context indicates otherwise or there are special instructions, include all members there are special instructions, include all members of the Board who hold the positions of executive of the Board who hold the positions of executive director and non-executive director (including director and non-executive director (including independent director) independent director) “Supervisors” as referred to in these Articles, unless “Supervisors” as referred to in these Articles, unless the context indicates otherwise or there are special the context indicates otherwise or there are special instructions, include all members of the Board of instructions, include all members of the Board of Supervisors who hold the positions of shareholder Supervisors who hold the positions of shareholder supervisor, employee supervisor and external supervisor, employee supervisor and external supervisor supervisor “Senior management members” as referred to “Senior management members” as referred to in these Articles, unless the context indicates in these Articles, unless the context indicates otherwise or there are special instructions, include otherwise or there are special instructions, include the president, vice president, secretary to the Board, the president, vice president, secretary to the Board, Chief Financial Officer and Chief Risk Management Chief Financial Officer, and Chief Risk Management Officer of the Bank, General Counsel and other Officer, Chief Compliance Officer and Chief members determined by the Board Information Officer of the Bank, General Counsel and other members determined by the Board The aforesaid directors and senior management members sha l l have the job qua l i f i ca t ions The aforesaid directors and senior management specified by the regulatory authorities and have members sha l l have the job qua l i f i ca t ions the qualifications approved by or filed with the specified by the regulatory authorities and have regulatory authorities the qualifications approved by or filed with the regulatory authorities Article 11 The business activities of the Bank Article 11 The business activities of the Bank are subject to the supervision and management are subject to the supervision and management of the China Banking and Insurance Regulatory of the China Banking and Insurance Regulatory Commiss ion (here inaf te r re fer red to as the Commiss ion (here inaf te r re fer red to as the “CBIRC”) and local offices thereof as well as “CBIRC”) banking regulatory authorities of the of the People’s Bank of China and local offices State Council and local offices thereof as well as thereof The Bank, as an independent legal entity, of the People’s Bank of China and local offices conducts financial business according to law without thereof The Bank, as an independent legal entity, interference from any organization or individual conducts financial business according to law without interference from any organization or individual Article 13 The Bank may invest in other enterprises Article 13 The Bank may invest in other enterprises in accordance with laws and regulations However, in accordance with laws and regulations However, unless otherwise provided by laws and regulations, unless otherwise provided by laws and regulations, the Bank shall not be an investor bearing joint Where the provision of laws specifies that the liability for its invested enterprises Bank shall not be an investor bearing joint liability for its invested enterprises, such provision shall prevail 6 2022 Amended Articles 2025 Proposed Amended Articles Article 14 In accordance with the Constitution of Article 14 In accordance with the Constitution of Communist Party of China and relevant provisions Communist Party of China and relevant provisions of laws and regulations, the Bank establishes of laws and regulations, the Bank establishes organizations of the Communist Party of China at all organizations of the Communist Party of China at all levels and of all sectors all across the PRC Under levels and of all sectors all across the PRC Under the leadership of the Party, the Party committee the leadership of the Party, the Party committee plays the leading role in taking the direction, plays the leading role in taking the direction, managing the overall situation and promoting managing the overall situation and promoting the implementation, and discusses and decides ensuring the implementation, and discusses and major matters of the Bank in accordance with the decides major matters of the Bank in accordance provisions The Bank establishes a work body of the with the provisions The Bank establishes a work Party, allocates a sufficient number of staff members body of the Party, allocates a sufficient number of responsible for party affairs, and appropriate funds staff members responsible for party affairs, and for the overhead expenses of the Party organizations appropriate funds for the overhead expenses of the Party organizations Article 16 With the approval of CBIRC, SAFE and Article 16 With the approval of CBIRC, the registration authority of the Bank, the Bank’s scope banking regulatory authorities of the State of business includes: Council and SAFE and registration authority of the Bank, the Bank’s scope of business includes: (I) taking deposits from the general public; (I) taking deposits from the general public; (II) granting short, medium and long-term loans; (II) granting short, medium and long-term loans; (III) handling domestic and foreign settlement; (III) handling domestic and foreign settlement; (IV) handling bill acceptance and discounting; (IV) handling bill acceptance and discounting; (V) issuing financial securities; (V) issuing financial securities; (VI) issuing, cashing and undertaking government bonds as agent; (VI) issuing, cashing and undertaking government bonds as agent; (VII) trading government bonds and financial bonds; (VII) trading government bonds and financial bonds; (VIII) engaging in inter-bank borrowing and lending; (VIII) engaging in inter-bank borrowing and lending; (IX) trading or agency trading of foreign exchange; (IX) trading or agency trading of foreign exchange; (X) settlement and sales of foreign exchange; (X) settlement and sales of foreign exchange; (XI) bank card business; (XI) bank card business; (XII) provision of letters of credit services and guarantee; (XII) provision of letters of credit services and guarantee; (XIII) agency collection and payments and part-time insurance agency; (XIII) agency collection and payments and part-time insurance agency; 7 2022 Amended Articles 2025 Proposed Amended Articles (XIV) provision of safe-box service; (XIV) provision of safe-box service; (XV) engaging in derivatives trading business; (XV) engaging in derivatives trading business; (XVI) asset custody service; (XVI) asset securities investment fund custody and insurance fund custody service; (XVII) sale of securities investment funds; and (XVII) sale of securities investment funds; and (XVIII) other businesses approved by CBIRC and other regulatory authorities (XVIII) other businesses approved by CBIRC the banking regulatory authorities of the State The scope of business as referred to in the preceding Council and other regulatory authorities paragraph shall be approved by the registration authority of the Bank The Bank may adjust its The scope of business as referred to in the preceding scope of business and complete relevant adjustment paragraph shall be approved by the registration procedures with the industrial and commercial authority of the Bank The Bank may adjust its registration authority according to domestic and scope of business and complete relevant adjustment foreign market changes, business development and change of registration procedures with the its own abilities industrial and commercial registration authority according to domestic and foreign market changes, business development and its own abilities Article 17 The Bank shall have ordinary shares at Article 17 The Bank shall have ordinary shares any time If necessary, the Bank may have other at any time If necessary, the Bank may issue classes of shares such as preference shares according classified shares with priority or inferior rights to to applicable laws and regulations upon approval profit or residual distribution of profits or have by the approval authority authorized by the State other classes of classified shares such as preference Council shares according to applicable laws and regulations upon approval by the approval authority authorized as provided for by the State Council Article 18 The Bank shall issue shares in a fair Article 18 The Bank shall issue shares in a an open, and just manner, and each share of the same class fair and just manner, and each share of the same shall have the same right Shares of the same class class shall have the same right Shares of the same issued at the same time shall be issued under the class issued at the same time shall be issued under same conditions and at the same price; any entity or the same conditions and at the same price; any entity individual shall pay the same price for each share or individual subscribers shall pay the same price subscribed for each share subscribed 8 2022 Amended Articles 2025 Proposed Amended Articles Article 19 As examined or approved by the banking Article 19 As examined or approved by the banking regulatory authorities and the securities regulatory regulatory authorities of the State Council, and authorities of the State Council, the Bank may offer registered or filed with the securities regulatory its shares to both domestic and overseas investors authorities of the State Council, the Bank may offer its shares to both domestic and overseas investors Overseas investors as referred to in the preceding paragraph shall mean those investors in foreign Overseas investors as referred to in the preceding c o u n t r i e s a n d H o n g K o n g , M a c a u S p e c i a l paragraph shall mean those investors in foreign Administrative Region or Taiwan who subscribe c o u n t r i e s a n d H o n g K o n g , M a c a u S p e c i a l for shares of the Bank Domestic investors shall Administrative Region or Taiwan who subscribe mean those investors in the PRC, excluding the for shares of the Bank Domestic investors shall aforementioned regions, who subscribe for shares of mean those investors in the PRC, excluding the the Bank aforementioned regions, who subscribe for shares of the Bank Article 20 Shares issued by the Bank to domestic investors for subscription in RMB shall be referred to as Domestic Shares Shares issued by the Bank to overseas investors for subscription in foreign currencies shall be referred to as Foreign Shares The foreign shares that are listed overseas shall be referred to as overseas listed Foreign Shares Foreign currency referred to in the preceding paragraph refers to the statutory currency, other than RMB, of another country or region, which is recognized by the foreign exchange authority of the State and can be used to pay the Bank for the shares The overseas listed Foreign Shares issued by the Bank that are listed on The Stock Exchange of Hong Kong Limited (hereinafter referred to as “Hong Kong Stock Exchange”) shall be referred to as H Shares H Shares Deleted are shares listed on the Hong Kong Stock Exchange upon approval, with nominal values stated in RMB, and subscribed for and traded in HK$ As permitted by relevant laws and regulations and approved by the banking regulatory authorities, the securities regulatory authorities of the State Council and other regulatory authorities, shareholders of the Bank may trade their unlisted shares in an overseas stock exchange The listing and trading of the aforesaid shares in an overseas stock exchange shall comply with the regulatory procedures, regulations and requirements prescribed by the overseas stock market If the shares held by shareholders of the Bank are approved to be listed on and traded in an overseas stock exchange, the shares shall change into H Shares 9 2022 Amended Articles 2025 Proposed Amended Articles Article 21 At the time of its establishment, the Article 20 At the time of its establishment, the Bank issued 5,000,000,000 shares to the promoters, Bank issued 5,000,000,000 shares to the promoters, accounting for 100% of all ordinary shares that can accounting for 100% of all ordinary shares that can be issued by the Bank at that time be issued by the Bank at that time Upon approval by the approval authority authorized Upon approval by the approval authority authorized by the State Council, the Bank may issue a total by the State Council, the Bank may has issued a number of 17,762,000,000 ordinary shares total number of 17,762,000,000 ordinary shares The equity structure of the Bank: 17,762,000,000 The equity structure of the Bank: 17,762,000,000 ordinary shares, including 11,561,445,000 Domestic ordinary shares, including 11,561,445,000 Domestic Shares, accounting for 6509% of the total ordinary Shares domestic unlisted shares, accounting for shares that can be issued by the Bank; and 6509% of the total ordinary shares that can be have 6,200,555,000 H Shares, accounting for 3491% of been issued by the Bank; and 6,200,555,000 shares the total ordinary shares that can be issued by the listed on The Stock Exchange of Hong Kong Bank Limited (hereinafter referred to as the “Hong Kong Stock Exchange”)(hereinafter referred to as “H Shares”), accounting for 3491% of the total ordinary shares that can be have been issued by the Bank The domestic unlisted shares referred to in the preceding paragraph refer to non-H shares issued by the Bank but not listed or traded on domestic stock exchanges The Bank’s domestic unlisted shares are centrally registered and deposited with China Securities Depository and Clearing Corporation Limited The registration and clearing arrangements for overseas listed shares are subject to the regulations of the overseas listing place Article 22 After the plan of the Bank for the offering of overseas listed Foreign Shares and Domestic Shares has been approved by the securities regulatory authorities of the State Council, the Board of the Bank may arrange for implementation of such plan by means of separate issues Deleted The plan of the Bank for the offering of overseas listed Foreign Shares and Domestic Shares in accordance with the preceding paragraph may be implemented separately within 15 months from the date of approval by the securities regulatory authorities of the State Council 10 2022 Amended Articles 2025 Proposed Amended Articles Article 23 If the Bank offers overseas listed Foreign Shares and Domestic Shares within the total number of shares specified in the offering plan, each such offering shall be fully subscribed for in one time, or if any special circumstances make it impossible Deleted for each such offering to be fully subscribed for in one time, the shares may be offered in installments, subject to the approval of the securities regulatory authorities of the State Council Article 21 The Bank and its subsidiaries shall not provide gifts, loans, guarantees or other financial assistance to others for the purpose of acquiring Newly Added shares of the Bank, except for the implementation of the Bank’s employee shareholding schemes or as otherwise provided by the laws and regulations Article 24 In light of the demands of operation Article 22 In light of the demands of operation and business development and based on laws and business development and based on laws and regulations, after obtaining the consent of and regulations, after obtaining the consent of shareholders through resolutions at the Shareholders’ shareholders through resolutions at the Shareholders’ general meeting and the approval of relevant general meeting and the approval of relevant authorities of the State, the Bank may increase its authorities of the State, the Bank may increase its capital by the following means: capital by the following means: (I) offering new shares to non-specific investors; (I) offering new shares to non-specific investors; (II) placing new shares to existing shareholders; (I) placing new shares to existing shareholders public offering of shares; (III) distributing new shares to existing shareholders; (II) private offering of shares; (IV) converting funds in the capital reserve into share capital; and (III) distributing new bonus shares to existing shareholders; (V) other means stipulated by laws and regulations and approved by relevant authorities of the State (IV) converting funds in the capital reserve into share capital; and The Bank’s increase of capital by issuing new shares shall be conducted in accordance with the (V) other means stipulated by laws and regulations procedures provided in the laws and regulations, and approved by relevant authorities of the State after being approved according to these Articles The Bank’s increase of capital by issuing new shares shall be conducted in accordance with the procedures provided in the laws and regulations, after being approved according to these Articles 11 2022 Amended Articles 2025 Proposed Amended Articles Article 26 The Bank must prepare a balance sheet Article 24 The Bank must shall prepare a balance and a list of its property when decreasing its sheet and a list of its property when decreasing its registered capital registered capital The Bank shall notify its creditors within 10 days The Bank shall notify its creditors within 10 days following the date of passing the resolution on following the date of passing the resolution on decrease of registered capital and shall publish an decrease of registered capital and shall publish an announcement in a newspaper within 30 days The announcement in a newspaper within 30 days The creditors shall be entitled to require the Bank to pay creditors shall be entitled to require the Bank to pay the debts or provide corresponding guarantee within the debts or provide corresponding guarantee within 30 days of receiving the written notice, or within 30 days of receiving the written notice, or within 45 days of the date of announcement for those who 45 days of the date of announcement for those who have not received the written notice have not received the written notice The Bank’s registered capital shall not, after The Bank’s registered capital shall not, after decrease of capital, be less than the statutory decrease of capital, be less than the statutory minimum limit minimum limit Article 28 The Bank may repurchase its shares in Article 26 The Bank may acquire its shares any of the following ways according to laws and through public centralized trading or other regulations and/or with approval from relevant means permitted by laws and regulations and competent authority of the State: the securities regulatory authorities of the State Council (I) making a pro rata offer of repurchase to all of its shareholders; Where the Bank acquires its shares in accordance with (III), (V) and (VI) of Paragraph 1 of Article (II) repurchasing shares through public transaction 25 of these Articles, the acquisition shall be made on a stock exchange; through public centralized trading (III) repurchasing shares through an off-market The Bank may repurchase its shares in any of the agreement; and following ways according to laws and regulations and/or with approval from relevant competent (IV) other ways as approved by laws and regulations authority of the State: and the regulatory authorities (I) making a pro rata offer of repurchase to all of its shareholders; (II) repurchasing shares through public transaction on a stock exchange; (III) repurchasing shares through an off-market agreement; and (IV) other ways as approved by laws and regulations and the regulatory authorities 12 2022 Amended Articles 2025 Proposed Amended Articles Article 29 A prior approval shall be obtained from the Shareholders’ general meeting in respect of any share repurchase by the Bank through an off-market agreement in accordance with the provisions of these Articles After the Shareholders’ general meeting has given its prior approval in the same way, the Bank may rescind or alter any contracts entered into in the said manner or waive any rights under such contracts Deleted The contract to repurchase shares as referred to in the preceding paragraph includes, but not limited to, an agreement to become obliged to repurchase or to acquire the right to repurchase shares T h e B a n k s h a l l n o t a s s i g n a c o n t r a c t f o r repurchasing i ts shares or any of i ts r ights thereunder Ar t i c l e 31 Un les s the Bank i s unde rgo ing liquidation, it shall comply with the following requirements with respect to a repurchase of its outstanding shares: (I) for repurchases of shares by the Bank at their par value, payment shall be made from the book balance of its distributable profits or from the proceeds of a new issuance of shares for that purpose; (II) where the Bank repurchases its shares at a premium to their par value, payment up to the par value shall be made from the book balance of its distributable profits or from the proceeds of a new issuance of shares for that purpose Payment of the portion which is in excess of the par value shall be Deleted made as follows: (1) if the shares being repurchased are issued at par value, payment shall be made from the book balance of its distributable profits; (2) if the shares being repurchased are issued at a premium to its par value, payment shall be made from the book balance of its distributable profits or from the proceeds of the new issuance of shares for that purpose However, the amount deducted from the proceeds of the new issuance of shares shall not exceed the aggregate amount of the premium received by the Bank from the issuance of the shares so repurchased, nor shall it exceed the amount in the Bank’s capital reserve fund account (including premium on the new issue) at the time of such repurchase; 13 2022 Amended Articles 2025 Proposed Amended Articles (III) the Bank shall make the following payments from the Bank’s distributable profits: (1) acquisition of the rights to repurchase its own shares; (2) variation of any contracts for the repurchase of its shares; (3) release from its obligations under any repurchase contracts; and (IV) after the aggregate par value of the cancelled shares is deducted from the Bank’s registered capital in accordance with the relevant provisions, the amount deducted from the distributable profits used for the repurchase of the shares at par value shall be credited to the Bank’s capital reserve fund account I f the re a re app l i cab le p rov i s ion(s ) to the contrary regarding the financial treatment of the aforementioned share repurchases in the laws and regulations, such provision(s) shall prevail Art icle 32 The shares of the Bank shal l be Article 28 The shares of the Bank shall be transferred in accordance with the provisions transferred in accordance with the provisions of of relevant laws and regulations The transferee relevant Unless otherwise provided by laws and shall have the qualifications to invest in the Bank regulations and these Articles, the shares of the as stipulated by the laws and regulations Where Bank may be transferred according to law The the acquisition or holding of the Bank’s shares transferee shall have the qualifications to invest in is subject to relevant examination and approval the Bank as stipulated by the laws and regulations procedures according to law, such procedures shall Where the acquisition or holding of the Bank’s be implemented in accordance with the provisions of shares is subject to relevant examination and laws and regulations approval or filing procedures according to law, such procedures shall be implemented in accordance with the provisions of laws and regulations 14 2022 Amended Articles 2025 Proposed Amended Articles Article 33 Shares issued prior to the public offering Article 29 Shares issued prior to the public offering of shares by the Bank cannot be transferred within of shares by the Bank cannot be transferred within one year from the date on which the shares of the one year from the date on which the shares of the Bank are listed and traded on the stock exchange Bank are listed and traded on the stock exchange Where the laws and regulations have other The directors, supervisors and senior management provisions in respect of the transfer of the shares m e m b e r s o f t h e B a n k s h a l l d e c l a r e t h e i r of the Bank held by shareholders and de facto shareholdings in the Bank and any changes thereof; controllers of the Bank, such provisions shall shares transferred by them each year during their prevail term of office shall not exceed 25% of their total respective shareholdings in the Bank; the shares that The directors, supervisors and senior management the aforementioned persons hold in the Bank cannot m e m b e r s o f t h e B a n k s h a l l d e c l a r e t h e i r be transferred within one year from the date on shareholdings in the Bank and any changes thereof; which the shares of the Bank are listed and traded shares transferred by them each year during their on, nor within half a year after they leave their term of office as determined when they take positions in the Bank The aforementioned persons office shall not exceed 25% of their total respective shall abide by the requirements of the securities shareholdings in the Bank; the shares that the regulatory authorities of the place where the Bank’s aforementioned persons hold in the Bank cannot be shares are listed when buying, selling or holding the transferred within one year from the date on which Bank’s shares the shares of the Bank are listed and traded on, nor within half a year after they leave their positions in the Bank The aforementioned persons shall abide by the requirements of the securities regulatory The “major impact” as mentioned in the preceding authorities of the place where the Bank’s shares are paragraph includes, but is not limited to, the listed when buying, selling or holding the Bank’s nomination or despatch of directors, supervisors or shares senior management members to the Bank, affecting the financial and operational management decision- If the Bank’s shares are pledged within the lock- making of the Bank through agreement or otherwise, up period prescribed by laws and regulations, the and any other circumstances recognized by the pledgee shall not exercise the pledge right within banking regulatory authorities or their local offices the lock-up period The “major impact” as mentioned in the preceding paragraph includes, but is not limited to, the nomination or despatch of directors, supervisors or senior management members to the Bank, affecting the financial and operational management decision- making of the Bank through agreement or otherwise, and any other circumstances recognized by the banking regulatory authorities or their local offices 15 2022 Amended Articles 2025 Proposed Amended Articles Article 34 Unless otherwise specified by laws and Article 30 Unless otherwise specified by laws and regulations and these Articles, the Bank’s shares for regulations and these Articles, the Bank’s shares for which full payment is made can be transferred freely which full payment is made can be transferred freely according to the laws and shall not be subject to any according to the laws and shall not be subject to any lien lien Transfer of shares of the Bank shall be registered Transfer of shares of the Bank H Shares shall be with the share registry designated by the Bank registered with the share registry designated by the Bank ⋯ ⋯ Article 35 Article 31 All instruments of transfer shall be kept at the legal All instruments of transfer shall be kept at the legal address of the Bank, the address of share registrar or address of the Bank, the address of share registrar or address designated by the Board from time to time address designated by the Board from time to time Section IV Financial Assistance for the Acquisition (This section to be deleted in its entirety) of Shares in the Bank 16 2022 Amended Articles 2025 Proposed Amended Articles Article 46 The share certificates of the Bank shall Article 39 The share certificates of the Bank shall be in registered form Share certificates of the Bank be in registered form Share certificates of the shall specify: Bank shall specify Share certificates may be in paper form or in other forms prescribed by the (I) name of the Bank; securities regulatory authorities of the State Council Where the share certificates are in paper (II) date of establishment of the Bank; form, they shall specify the following major items: (III) type of share certificates, par value and number of shares represented; (I) name of the Bank; (IV) name of the shareholder holding the share (II) date of establishment of the Bank or the time certificates; when share certificates are issued; (V) stock number; and (III) type of share certificates, par value and number of shares represented; (VI) other matters specified under laws and regulations (IV) name of the shareholder holding the share certificates; The Bank may issue overseas listed shares in the form of overseas depositary receipts or in other (IV) stock number; and derivation form of share certificates pursuant to the laws of the place where the Bank’s shares are listed (V) in the case of promoter shares, they shall be and practices of securities registration and custody marked with the words of promoter shares; and (VI) other matters specified under laws and regulations The Bank may issue overseas listed shares H Shares in the form of overseas depositary receipts or in other derivation form of share certificates pursuant to the laws of the place where the Bank’s shares are listed and practices of securities registration and custody 17 2022 Amended Articles 2025 Proposed Amended Articles Article 47 During the period when H Shares are Article 40 During the period when H Shares are listed on the Hong Kong Stock Exchange, the Bank listed on the Hong Kong Stock Exchange, the Bank shall ensure all ownership certificates of all its shall ensure all ownership certificates of all its securities listed on the Hong Kong Stock Exchange securities listed on the Hong Kong Stock Exchange (including shares) shall include the following (including shares) shall include the following statements, and shall instruct and promote its share statements, and shall instruct and promote its share registrar to refuse any subscription, purchase or registrar to refuse any subscription, purchase or transfer of the shares registered in the name of transfer of the shares registered in the name of any individual holder, unless and until the said any individual holder, unless and until the said individual holder has submitted to the said share individual holder has submitted to the said share registrar signed form relating to the said shares, registrar signed form relating to the said shares, which form shall include the following statements: which form shall include the following statements: (I) The acquirer of shares agrees with the Bank (I) The acquirer of shares agrees with the Bank and each shareholder, and the Bank agrees with and each shareholder, and the Bank agrees with each shareholder, to observe and comply with the each shareholder, to observe and comply with the Company Law, Special Regulations, other relevant Company Law, Special Regulations, other relevant laws and regulations and these Articles; laws and regulations and these Articles; (II) The acquirer of shares agrees with the Bank and (II) The acquirer of shares agrees with the Bank and each shareholder, director, supervisor and senior each shareholder, director, supervisor and senior management member of the Bank, and the Bank management member of the Bank, and the Bank (acting both for the Bank and for each director, (acting both for the Bank and for each director, supervisor and senior management member) also supervisor and senior management member) also agrees with each shareholder, to refer all disputes agrees with each shareholder, to refer all disputes or claims arising from these Articles or any rights or claims arising from these Articles or any rights and obligations specified by the Company Law or and obligations specified by the Company Law or other relevant laws and regulations and with respect other relevant laws and regulations and with respect to the affairs of the Bank, to arbitration according to the affairs of the Bank, to arbitration according to these Articles Any reference to arbitration shall to these Articles Any reference to arbitration shall be deemed to authorize the arbitration tribunal to be deemed to authorize the arbitration tribunal to conduct hearings in open session and to publish conduct hearings in open session and to publish its award Such arbitration shall be final and its award Such arbitration shall be final and conclusive; conclusive; (III) The acquirer of shares agrees with the Bank (III) The acquirer of shares agrees with the Bank and each shareholder that shares of the Bank are and each shareholder that shares of the Bank are freely transferable by the holder thereof; and freely transferable by the holder thereof; and (IV) The acquirer of shares authorizes the Bank to (IV) The acquirer of shares authorizes the Bank to enter into a contract on his/her behalf with each enter into a contract on his/her behalf with each director and senior management member whereby director and senior management member whereby such directors and senior management members such directors and senior management members undertake to observe and fulfill their obligations to undertake to observe and fulfill their obligations to shareholders as stipulated in these Articles shareholders as stipulated in these Articles 18 2022 Amended Articles 2025 Proposed Amended Articles Article 49 Share certificates shall be signed by the chairman of the Board Other relevant senior management members of the Bank shall also sign the share certificates if required by the stock exchange where the Bank’s shares are listed The share certificates shall come into effect after being Deleted stamped or printed with the seal of the Bank The share certificates shall only be stamped with the seal of the Bank under the authorization of the Board The signature of the chairman or other relevant senior management members of the Bank may also be printed on the share certificates Article 42 If share certificates are in paper form, Newly Added they shall be signed by the legal representative and affixed with the seal of the Bank Article 50 The Bank shall maintain a share register Article 43 The Bank shall maintain a share register and record the following matters: and record the following matters: (I) names (titles), addresses (domiciles), occupations (I) names (or titles), addresses (and domiciles), or nature of the shareholders; occupations or nature of the shareholders; (II) type and number of shares held by the (II) type and number of shares held subscribed by shareholders; the shareholders; (III) monies already paid or payable for the shares (III) monies already paid or payable for the shares held by the shareholders; held by the shareholders; (IV) serial numbers of the share certificates held by (III) where share certificates are in paper form, the shareholders; the serial numbers of the share certificates held by the shareholders; (V) the date on which the shareholders are registered as shareholders; (IV) the date on which the shareholders are registered as shareholders obtained their shares; (VI) the date on which the shareholders cease to be shareholders; and (VI) the date on which the shareholders cease to be shareholders; and (VII) share pledge related information (V) share pledge related information; and The share register shall be kept by the secretary to the Board (VI) other matters required to be recorded by laws and regulations The share register is a sufficient evidence of the shareholders’ shareholdings in the Bank unless there The share register shall be kept by the secretary to is evidence to the contrary the Board The share register is a sufficient evidence of the shareholders’ shareholdings in the Bank unless there is evidence to the contrary 19 2022 Amended Articles 2025 Proposed Amended Articles Article 51 The Bank may keep overseas the register Article 44 The Bank may keep overseas the register of holders of overseas listed foreign shares and of holders of overseas listed foreign shares H entrust it to the care of an overseas agency in Shares and entrust it to the care of an overseas accordance with the understanding and agreement agency in accordance with the understanding and reached between the securities regulatory authority agreement reached between the securities regulatory of the State Council and the overseas securities authority of the State Council and the overseas regulatory authority The original of the Bank’s securities regulatory authority The original of the register of holders of H Shares shall be kept in Hong Bank’s register of holders of H Shares shall be kept Kong in Hong Kong The Bank shall keep at its domicile a copy of the The Bank shall keep at its domicile a copy of register of holders of overseas listed foreign shares; the register of holders of overseas listed foreign the entrusted overseas agency shall ensure at any shares H Shares; the entrusted overseas agency time the consistency between the original and copies shall ensure at any time the consistency between of the register of holders of overseas listed foreign the original and copies of the register of holders of shares overseas listed foreign shares H Shares Where the original and copies of the register Where the original and copies of the register of of holders of overseas listed foreign shares are holders of overseas listed foreign shares H Shares inconsistent, the original shall prevail are inconsistent, the original shall prevail Article 52 The Bank shall keep a complete share register, which shall include the following parts: (I) share register kept at the domicile of the Bank, save as specified in (II) and (III) herein; (II) register of holders of overseas listed foreign Deleted shares of the Bank kept at the place where the overseas stock exchange on which the shares are listed is located; and (III) share register that the Board decides to keep at other place for the purpose of listing the shares of the Bank Article 53 The respective parts of the share register shall not overlap with each other In the event of transfer of shares registered in a specific part of the share register, the said shares shall not be registered in any other part of the share register in the duration Deleted of the registration of the said shares Changes to or corrections of each part of the share register shall be carried out in accordance with the laws of the place where the said part is kept 20 2022 Amended Articles 2025 Proposed Amended Articles Article 54 Changes to the share register arising from Article 45 Changes to the share register arising from share transfer shall not be registered within 20 days share transfer shall not be registered within 20 days before convening of a Shareholders’ general meeting before convening of a Shareholders’ general meeting or within 5 days prior to the benchmark date on or within 5 days prior to the benchmark date on which the Bank decides to distribute dividends If which the Bank decides to distribute dividends If laws and regulations, and the securities regulatory shall be subject to laws and regulations, and the authorities of the place where the Bank’s shares are relevant regulations of the securities regulatory listed have regulations that provide otherwise, such authorities of the place where the Bank’s shares are regulations shall prevail listed have regulations that provide otherwise, such regulations shall prevail Article 55 If the Bank convenes a Shareholders’ Article 46 If the Bank convenes a Shareholders’ general meeting, distributes dividends, conducts general meeting, distributes dividends, conducts liquidation or executes any other act requiring liquidation or executes any other act requiring recognition of equity, the Board shall designate a recognition of the identity of a shareholder equity, certain date as equity registration date, at the end the Board or the convener of the Shareholders’ of which the registered shareholders shall be the general meeting shall designate a certain date as Bank’s shareholders entitled to relevant rights and equity registration date, at the end of which and interests the registered shareholders after market closing on the equity registration date shall be the Bank’s shareholders entitled to relevant rights and interests Article 57 If any shareholder in the share register Article 48 If any shareholder in the share register or any person requesting to have his/her name or any person requesting to have his/her name recorded in the share register has lost his/her share recorded in the share register has lost his/her share certificates (ie “the original share certificates”), the certificates (ie “the original share certificates”), the said shareholder or person may apply to the Bank to said shareholder or person may apply to the Bank to reissue new share certificates for the said shares (ie reissue new share certificates for the said shares (ie “the relevant shares”) “the relevant shares”) In the event that a holder of Domestic Shares loses In the event that a holder of Domestic Shares his/her share certificates and applies for reissue, it domestic unlisted shares loses his/her share shall be handled in accordance with the relevant cer t i f icates and applies for reissue, i t shal l requirements of the Company Law and other PRC be handled in accordance with the relevant laws requirements of the Company Law and other PRC laws Application for reissue of lost share certificates by holders of overseas listed foreign shares may Application for reissue of lost share certificates by be handled pursuant to the laws, regulations of the holders of overseas listed foreign shares H Shares stock exchange or other relevant regulations of the may be handled pursuant to the laws, regulations place where the original of the register of overseas of the stock exchange or other relevant regulations listed foreign shares is kept of the place where the original of the register of overseas listed foreign shares H Shares is kept 21 2022 Amended Articles 2025 Proposed Amended Articles Article 60 Shareholders of the Bank are persons Article 51 Shareholders of the Bank are persons lawfully holding shares of the Bank, with names lawfully holding shares of the Bank, with names (titles) recorded in the share register (titles) recorded in the share register A shareholder shall enjoy rights and bear obligations A shareholder shall enjoy rights and bear obligations according to the class and number of his/her shares according to the class and number of his/her shares Holders of the same class shall enjoy the same rights Holders of the same class shall enjoy the same rights and bear the same obligations and bear the same obligations Article 61 Regarding overseas listed foreign shares, Article 52 Regarding overseas listed foreign shares where two or more persons are registered as joint H Shares, where two or more persons are registered shareholders of any shares, they shall be deemed as as joint shareholders of any shares, they shall be co-owners of such shares, and shall be subject to the deemed as co-owners of such shares, and shall be following restrictions: subject to the following restrictions: Article 62 The shareholders of ordinary shares of Article 53 The shareholders of ordinary shares of the Bank shall enjoy the following rights: the Bank shall enjoy the following rights: ( I ) to receive dividends and other kinds of ( I ) to receive dividends and other kinds of distributions as determined by the number of shares distributions as determined by the number of shares held by them; held by them; (II) to lawfully require, convene, preside over or (II) to lawfully require, convene, preside over or attend Shareholders’ general meetings either in attend Shareholders’ general meetings either in person or by proxy and exercise the voting right; person or by proxy and exercise the right of speech and the voting right; (III) to supervise the business operations of the Bank, and to make suggestions and enquiries (III) to supervise the business operations of the accordingly; Bank, and to make suggestions and enquiries accordingly; (IV) to transfer, bestow or pledge shares held by them in accordance with laws and regulations and (IV) to transfer, bestow or pledge shares held by these Articles; them in accordance with laws and regulations and these Articles; (V) to inspect and copy these Articles, the share register, minutes of the Shareholders’ general meetings, the resolutions of Board meetings, financial and accounting reports; the shareholder(s) severally or jointly holding more than 3% of the shares of the Bank for over 180 consecutive days are entitled to inspect the Bank’s account books and account documents in accordance with the Company Law; 22 2022 Amended Articles 2025 Proposed Amended Articles (V) to obtain relevant information in accordance (V) to obtain relevant information in accordance with laws and regulations and these Articles, with laws and regulations and these Articles, including: including: 1 to obtain a copy of these Articles after paying the 1 to obtain a copy of these Articles after paying the costs and expenses incurred; and costs and expenses incurred; and 2 to have the right to inspect and photocopy, after 2 to have the right to inspect and photocopy, after paying a reasonable fee, the following documents: paying a reasonable fee, the following documents: (1) all parts of the share register; (2) the personal (1) all parts of the share register; (2) the personal information of the Directors, Supervisors and senior information of the Directors, Supervisors and senior management members of the Bank; (3) report of management members of the Bank; (3) report of share capital issued by the Bank; (4) reports on share capital issued by the Bank; (4) reports on the aggregate par value, number of shares, and the the aggregate par value, number of shares, and the highest and lowest prices of each class of shares highest and lowest prices of each class of shares in relation to any repurchase by the Bank of its in relation to any repurchase by the Bank of its own shares since the last financial year, as well own shares since the last financial year, as well as all the expenses paid by the Bank in relation to as all the expenses paid by the Bank in relation to such repurchases; (5) minutes of the Shareholders’ such repurchases; (5) minutes of the Shareholders’ general meetings; (6) the resolutions of Board general meetings; (6) the resolutions of Board meetings and meetings of the Board of Supervisors; meetings and meetings of the Board of Supervisors; (7) the special resolutions of the Bank; (8) the (7) the special resolutions of the Bank; (8) the latest audited financial and accounting report of the latest audited financial and accounting report of the Bank, as well as reports of the Board, the Board of Bank, as well as reports of the Board, the Board of Supervisors and auditors; (9) stubs of the Bank’s Supervisors and auditors; (9) stubs of the Bank’s bonds; (10) a copy of the latest corporate annual bonds; (10) a copy of the latest corporate annual return already submitted to the industrial and return already submitted to the industrial and commercial registration authority or other competent commercial registration authority or other competent authorities authorities The Bank shall keep the above documents set out The Bank shall keep the above documents set out in (1) and (5) at the Hong Kong address of the in (1) and (5) at the Hong Kong address of the Bank as required by Hong Kong Listing Rules Bank as required by Hong Kong Listing Rules for the free inspection by holders of H Shares If for the free inspection by holders of H Shares If any Shareholder requests to inspect the aforesaid any Shareholder requests to inspect the aforesaid relevant information or asks for relevant data, the relevant information or asks for relevant data, the said Shareholder shall provide the Bank with written said Shareholder shall provide the Bank with written documents bearing evidence of the class and number documents bearing evidence of the class and number of shares held by the said Shareholder in the Bank, of shares held by the said Shareholder in the Bank, and the Bank will provide the said information and the Bank will provide the said information or data as required by the said Shareholder or data as required by the said Shareholder upon authentication of the identity of the said upon authentication of the identity of the said Shareholder Shareholder (VI) to subscribe for new shares of the Bank (VI) to subscribe for new shares of the Bank according to these Articles; according to these Articles; 23 2022 Amended Articles 2025 Proposed Amended Articles (VII) to participate in the distribution of the (VII) to participate in the distribution of the remaining assets of the Bank based on the number remaining assets of the Bank based on the number of shares held in the event of the Bank’s dissolution of shares held in the event of the Bank’s dissolution or liquidation; or liquidation; (VIII) to have other rights conferred in accordance (VIII) for shareholders who object to the with the laws and regulations and these Articles resolution of the Shareholders’ general meeting on the merger or division of the Bank, to require The Bank shall not exercise any right to freeze or the Bank to acquire their shares; otherwise damage the rights attached to any shares directly or indirectly held by any person only on the (IX) to have other rights conferred in accordance ground that the said person has not disclosed his/her with the laws and regulations and these Articles equity to the Bank, save as otherwise provided by the laws and regulations and these Articles The Bank shall not exercise any right to freeze or otherwise damage the rights attached to any shares directly or indirectly held by any person only on the ground that the said person has not disclosed his/her equity to the Bank, save as otherwise provided by the laws and regulations and these Articles Article 63 Shareholders shall have the right to Article 54 Shareholders shall have the right to protect their legal rights and interests through civil protect their legal rights and interests through civil litigation or other legal means in accordance with litigation or other legal means in accordance with the laws and regulations, and may report the relevant the laws and regulations, and may report the relevant information to the regulatory authorities information to the regulatory authorities Where the resolutions adopted at Shareholders’ Where the resolutions adopted at Shareholders’ general meetings and Board meetings violate the general meetings and Board meetings violate the laws and regulations and infringe upon the legal laws and regulations and infringe upon the legal rights of the shareholders, the shareholders shall rights of the shareholders, the shareholders shall have the right to lodge a legal action to stop the have the right to lodge a legal action to stop the aforesaid violations and infringements aforesaid violations and infringements Any director, supervisor or senior management Any director, supervisor or senior management member who violates the laws and regulations or member who violates the laws and regulations these Articles in fulfilling his/her duties and thereby or these Articles in fulfilling his/her duties and causes damages to the Bank shall be liable for thereby causes damages to the Bank shall be liable compensation Shareholders shall have the right to for compensation Shareholders who meet the require the Bank to file a lawsuit for compensation requirements shall have the right to require the according to law Bank to file a lawsuit for compensation according to law 24 2022 Amended Articles 2025 Proposed Amended Articles Article 65 The shareholders of ordinary shares of Article 56 The shareholders of ordinary shares of the Bank shall have the following obligations: the Bank shall have the following obligations: (I) to abide by the laws and regulations, regulatory (I) to abide by the laws and regulations, regulatory provisions and these Articles; provisions and these Articles; (II) to contribute to the share capital as determined (II) to contribute to the share capital as determined by the number of shares subscribed by them and the by the number of shares subscribed by them and the method of subscription; method of subscription; (III) to bear the debts and losses of the Bank to the (III) to bear the debts and losses of the Bank to the extent of the shares of the Bank subscribed by them; extent of the shares of the Bank subscribed by them; (IV) not to withdraw their contributed share capital (III) not to withdraw their contributed share capital except in the circumstances allowed by the laws and except in the circumstances allowed by the laws and regulations; regulations; (V) any related party transaction conducted by them (IV) any related party transaction conducted by them with their related parties and the Bank shall comply with their related parties and the Bank shall comply with the laws and regulations and these Articles, and with the laws and regulations and these Articles, and shall follow market principles; and shall follow market principles; and (VI) to assume other obligations required by the (V) to assume other obligations required by the laws laws and regulations and these Articles and regulations and these Articles Save as otherwise provided by the laws and Save as otherwise provided by the laws and regulations and these Articles, shareholders shall not regulations and these Articles, shareholders shall not be liable for making any additional contribution to be liable for making any additional contribution to the share capital of the Bank other than according to the share capital of the Bank other than according to the terms agreed by the subscriber of the shares at the terms agreed by the subscriber of the shares at the time of subscription the time of subscription Article 71 Shareholders, especially substantial Article 62 Shareholders, especially substantial shareholders, shall support the reasonable capital shareholders, shall support the reasonable capital plans formulated by the Board of the Bank, so that plans formulated by the Board of the Bank, so that the capital of the Bank can meet the regulatory the capital of the Bank can meet the regulatory requirements on an on-going basis Substantial requirements on an on-going basis Substantial shareholders shall, if necessary, replenish the capital shareholders shall, if necessary, replenish the capital of the Bank according to regulatory provisions, and of the Bank according to regulatory provisions, and shall make a long-term undertaking that they shall, shall make a long-term undertaking that they shall, if necessary, replenish the capital of the Bank in if necessary, replenish the capital of the Bank in written form to the Bank Meanwhile, they shall written form to the Bank Meanwhile, they shall report their ability to replenish capital to banking report their ability to replenish capital to banking regulatory authorities on an annual basis via the regulatory authorities on an annual basis via the Bank Bank 25 2022 Amended Articles 2025 Proposed Amended Articles Article 72 If the capital of the Bank fails to meet Article 63 If the capital of the Bank fails to meet the regulatory requirements, a capital replenishment the regulatory requirements, a capital replenishment plan shall be formulated to increase capital plan shall be formulated to increase capital adequacy ratio to meet the regulatory requirements adequacy ratio to meet the regulatory requirements within a specified period of time, and its capital is within a specified period of time, and its capital is required to be replenished by means of increasing required to be replenished by means of increasing core capital Under such circumstances, substantial core capital Under such circumstances, substantial shareholders shall not obstruct capital replenishment shareholders shall not obstruct capital replenishment in the Bank by other shareholders or participation of in the Bank by other shareholders or participation of new qualified shareholders new qualified shareholders Article 75 Article 66 Shareholders shall fulfill their fiduciary duties to Shareholders shall fulfill their fiduciary duties to the Bank to ensure that the shareholder qualification the Bank to ensure that the shareholder qualification information provided is true, complete and valid information provided is true, complete and valid Substantial shareholders shall disclose information Substantial shareholders shall disclose information of their related parties truly, accurately and of their related parties truly, accurately and completely to the Board and undertake to report completely to the Board and undertake to report promptly any changes thereof to the Board promptly any changes thereof to the Board For any shareholder who has made any false For any shareholder who has made any false statement, abuses shareholder’s rights or has other statement, abuses shareholder’s rights or has other acts that harm the interests of the Bank, the banking acts that harm the interests of the Bank, the banking regulatory authorities or their local offices may regulatory authorities or their local offices may restrict or prohibit any related party transactions restrict or prohibit any related party transactions with the Bank and restrict the quota of the Bank’s with the Bank and restrict the quota of the Bank’s equity held by the said shareholder and equity equity held by the said shareholder and equity pledge ratio as well as his/her rights including the pledge ratio as well as his/her rights including the right to request convening the Shareholders’ general right to request convening the Shareholders’ general meeting, voting right, right of nomination, proposal meeting, voting right, right of nomination, proposal right and right of disposition right and right of disposition 26 2022 Amended Articles 2025 Proposed Amended Articles Article 79 The Controlling Shareholders of the Article 70 The Controlling Shareholders of the Bank owe a fiduciary duty to the Bank and other Bank owe a fiduciary duty to the Bank and other shareholders, and shall exercise rights and assume shareholders, and shall exercise rights and assume corresponding obligations as shareholders in strict corresponding obligations as shareholders in strict accordance with laws, regulations and these Articles accordance with laws, regulations and these Articles (I) In addition to the obligations required under the (I) In addition to the obligations required under the laws and regulations, when exercising their rights laws and regulations, when exercising their rights as a Shareholder, Controlling Shareholders shall not as a Shareholder, Controlling Shareholders shall not exercise their voting rights and make decisions on exercise their voting rights and make decisions on the following issues as these issues are detrimental the following issues as these issues are detrimental to the interests of all or some of the Shareholders: to the interests of all or some of the Shareholders: (1) relieving a Director or Supervisor of their (1) relieving a Director or Supervisor of their responsibility to act in good faith and in the best responsibility to act in good faith and in the best interests of the Bank; (2) approving a Director or interests of the Bank; (2) approving a Director or Supervisor (for the benefit of himself/herself or Supervisor (for the benefit of himself/herself or others) in depriving the Bank of its assets in any others) in depriving the Bank of its assets in any form, including but not limited to the opportunities form, including but not limited to the opportunities that are advantageous to the Bank; (3) approving a that are advantageous to the Bank; (3) approving a Director or Supervisor (for the benefit of himself/ Director or Supervisor (for the benefit of himself/ herself or others) in depriving other Shareholders herself or others) in depriving other Shareholders of their personal interests, including but not limited of their personal interests, including but not limited to any distribution rights and voting rights, unless to any distribution rights and voting rights, unless the deprivation is made pursuant to the restructuring the deprivation is made pursuant to the restructuring of the Bank submitted to and adopted at the of the Bank submitted to and adopted at the Shareholders’ general meeting in accordance with Shareholders’ general meeting in accordance with these Articles; these Articles; (II) Controlling Shareholders shall strictly comply (I) Controlling Shareholders shall strictly comply with laws and regulations and conditions and with laws and regulations and conditions and procedures specified in these Articles in nominating procedures specified in these Articles in nominating candidates for directors or supervisors of the Bank, candidates for directors or supervisors of the Bank, and shall not go through any approval formalities and shall not go through any establish approval concerning the personnel election resolutions of formalities concerning the personnel election Shareholders’ general meetings and the personnel resolutions of Shareholders’ general meetings appointment resolutions of the Board, or appoint and the personnel appointment resolutions of the or dismiss any senior management members of the Board, or directly appoint or dismiss any senior Bank not through Shareholders’ general meetings management members of the Bank not through and the Board; Shareholders’ general meetings and the Board; (III) Controlling Shareholder shall not directly or (II) Controlling Shareholder shall not directly or indirectly intervene in the decision making and indirectly intervene in the decision making and lawful business operations of the Bank to damage lawful business operations of the Bank to damage the interests of the Bank and other shareholders; the interests of the Bank and other shareholders; 27 2022 Amended Articles 2025 Proposed Amended Articles (IV) Controlling Shareholders shall respect the (III) Controlling Shareholders shall respect the financial independence of the Bank, and shall not financial independence of the Bank, and shall not intervene in the financial and accounting activities intervene in the financial and accounting activities of the Bank; and of the Bank; and (V) Controlling Shareholders and the subordinate (IV) Controlling Shareholders and the subordinate institutions thereof shall not issue any business plan institutions thereof shall not issue any business plan or directive to the Bank or affect the independent or directive to the Bank or affect the independent business operation and management of the Bank in business operation and management of the Bank in any other form any other form Article 84 The “Controlling Shareholder(s)” referred to herein shall refer to the person satisfying any of the following conditions: (I) the shareholder may elect more than half of the Directors when acting alone or in concert with others; (II) the shareholder may exercise or control the exercise of above 30% of the voting rights of the Bank when acting alone or in concert with others; (III) the shareholder holds above 30% of issued and (Moved to amended Article 278) outstanding shares of the Bank when acting alone or in concert with others; and (IV) the shareholder may de facto control the Bank in any other manner when acting alone or in concert with others The term “acting in concert” referred to in this article shall mean consensus reached between two or more persons by way of agreement, whether verbal or written, to acquire voting rights in the Bank by any one of them, for the purpose of controlling or consolidating the control over the Bank 28 2022 Amended Articles 2025 Proposed Amended Articles Article 85 The Shareholders’ general meeting shall Article 75 The Shareholders’ general meeting shall be the highest organ of power of the Bank It shall be the highest organ of power of the Bank It shall exercise the following powers in accordance with exercise the following powers in accordance with the laws: the laws: (I) to review and approve the rules of procedure for (I) to review and approve the rules of procedure for Shareholders’ general meetings, the Board and the Shareholders’ general meetings, and the Board and Board of Supervisors of the Bank; the Board of Supervisors of the Bank; (II) to elect and remove Directors, and to determine (II) to elect and remove Directors, and to determine the remuneration of the relevant Directors; the remuneration of the relevant Directors; ( I I I ) t o e l e c t a n d r e m o v e S h a r e h o l d e r s ’ ( I I I ) t o e l e c t a n d r e m o v e S h a r e h o l d e r s ’ representative Supervisors and external Supervisors, representative Supervisors and external Supervisors, and to determine the remuneration of the relevant and to determine the remuneration of the relevant Supervisors; Supervisors; (IV) to review and approve the reports of the Board (III) to review and approve the reports of the Board of Directors; of Directors; (V) to review and approve the reports of the Board (V) to review and approve the reports of the Board of Supervisors; of Supervisors; (VI) to amend these Articles; (IV) to amend these Articles; (VII) to resolve on the listing or other fundraising (V) to resolve on the listing or other fundraising arrangements of the Bank; arrangements of the Bank; (VIII) to review and approve matters concerning (VI) to review and approve matters concerning changes of the use of funds raised by the Bank; changes of the use of funds raised by the Bank; (IX) to resolve on an increase or reduction in the (VII) to resolve on an increase or reduction in the share capital and the issuance of any class of shares, share capital and the issuance of any class of shares, warrants and other similar securities of the Bank; warrants and other similar securities of the Bank; (X) to resolve on the purchases of the Bank’s shares (VIII) to resolve on the purchases of the Bank’s in accordance with the laws; shares in accordance with the laws; (XI) to review and approve the equity incentive (IX) to review and approve the equity incentive plans of the Bank; plans of the Bank; (XII) to resolve on matters such as financial (X) to resolve on matters such as f inancial restructuring, merger, division, dissolution and, restructuring, merger, division, dissolution and, liquidation or alteration on the corporate form of the liquidation or alteration on the corporate form of the Bank; Bank; (XI) to resolve on the issuance of bonds of the Bank; 29 2022 Amended Articles 2025 Proposed Amended Articles (XIII) to resolve on the issuance of bonds of the (XIV) to decide on operational objectives and Bank; investment proposals of the Bank; (XIV) to decide on operational objectives and (XII) to review and approve annual financial budget investment proposals of the Bank; plans and final account plans of the Bank; (XV) to review and approve annual financial budget (XIII) to review and approve profit distribution plans and final account plans of the Bank; plans and loss recovery plans of the Bank; (XVI) to review and approve profit distribution (XIV) to examine and approve important guarantees plans and loss recovery plans of the Bank; beyond the business scope of the Bank stipulated in Article 7686 of these Articles; (XVII) to examine and approve important guarantees stipulated in Article 86 of these Articles; (XV) to examine and approve any major investment matters by the Bank beyond its business scope with (XVIII) to examine and approve any major the amount exceeding 20% of the latest audited net investment matters by the Bank beyond its business assets of the Bank; scope with the amount exceeding 20% of the latest audited net assets of the Bank; (XVI) to examine and approve any purchase or sale disposal of major assets beyond the business (XIX) to examine and approve any purchase or sale scope of the Bank with the amount exceeding 20% of major assets beyond the business scope of the of the latest audited net assets of the Bank (the Bank with the amount exceeding 20% of the latest purchases or sale disposal of the same or relevant audited net assets of the Bank (the purchases or assets in consecutive 12 months shall be calculated sales of the same or relevant assets in consecutive on a cumulative basis); 12 months shall be calculated on a cumulative basis); (XVII) to listen to the special reports of the Board on the overall situation of related party transactions; (XX) to listen to the special reports of the Board on the overall situation of related party transactions; (XVIII) to decide on the engagement, dismissal or discontinuation of the appointment of the accounting (XXI) to decide on the engagement, dismissal or firm responsible for the regular statutory auditing of discontinuation of the appointment of the accounting the Bank’s financial reports; firm responsible for the regular statutory auditing of the Bank’s financial reports; (XXII) to listen to the Board of Supervisors’ reports evaluation results of the performance of the (XXII) to listen to the Board of Supervisors’ Board, senior management and members thereof, reports evaluation results of the performance of the the self-evaluation of the Board of Supervisors Board, senior management and members thereof, and supervisors’ performance evaluation results the self-evaluation of the Board of Supervisors and relevant suggestions and recommendations on and supervisors’ performance evaluation results evaluation of Directors and Supervisors; and relevant suggestions and recommendations on evaluation of Directors and Supervisors; 30 2022 Amended Articles 2025 Proposed Amended Articles (XXIII) to examine proposals raised by the (XXIII) to examine proposals raised by the Shareholders who individually or jointly hold above Shareholders who individually or jointly hold above 3% of the total issued and outstanding voting shares 3% of the total issued and outstanding voting shares of the Bank; of the Bank; (XXIV) to examine other matters which should (XIX) to examine other matters which should be be decided by the Shareholders’ general meeting decided by the Shareholders’ general meeting as stipulated by the laws, regulations and these as stipulated by the laws, regulations and these Articles Articles The Board of Directors, other institutions or The Shareholders’ general meeting may authorize individuals shall not be delegated to exercise the the Board to resolve the issuance of corporate functions and powers of the Shareholders’ general bonds meeting stipulated in the Company Law and the Code of Corporate Governance of Banking and The Board of Directors, other institutions or Insurance Institutions individuals shall not be delegated to exercise the other functions and powers of the Shareholders’ general meeting stipulated in the Company Law and the Code of Corporate Governance of Banking and Insurance Institutions Article 86 In addition to guarantees falling within Article 76 In addition to The following important the business scope of the Bank, the following external guarantees not falling within the business important external guarantees to be given by the scope of the Bank, the following important external Bank shall be examined and approved by the guarantees to be given by the Bank shall be Shareholders’ general meeting: examined and approved by the Shareholders’ general meeting of the Bank: (I) any external guarantee to be given by the Bank and subsidiaries in which the Bank has controlling (I) any external guarantee to be given by the Bank interest, the total amount of which reaches or and subsidiaries in which the Bank has controlling exceeds 50% of the latest audited net assets of the interest, the total amount of which reaches or Bank; exceeds 50% of the latest audited net assets of the Bank; (II) any external guarantee to be given by the Bank, the total amount of which reaches or exceeds 30% (II) any external guarantee to be given by the Bank, of the latest audited total assets of the Bank; the total amount of which reaches or exceeds 30% of the latest audited total assets of the Bank; (III) any guarantee to be provided by the Bank to a guaranteed party whose liability-asset ratio exceeds (III) any guarantee to be provided by the Bank to a 70%; guaranteed party whose liability-asset ratio exceeds 70%; (IV) a single guarantee whose amount exceeds 10% of the latest audited net assets of the Bank; (IV) a single guarantee whose amount exceeds 10% of the latest audited net assets of the Bank; (V) provided that the laws and regulations and the provisions of these Articles are observed, guarantees (V) provided that the laws and regulations and the to be provided to shareholders and de facto provisions of these Articles are observed, guarantees controllers of the Bank and related parties thereof to be provided to shareholders and de facto controllers of the Bank and related parties thereof 31 2022 Amended Articles 2025 Proposed Amended Articles Article 88 An extraordinary general meeting shall Article 78 An extraordinary general meeting shall be convened within two months from the date of be convened within two months from the date of occurrence of any of the following events: occurrence of any of the following events: (I) the number of Directors is less than the minimum (I) the number of Directors is less than the minimum number required by the Company Law or less than number required by the Company Law or less than two-thirds of the number stipulated in these Articles; two-thirds of the number stipulated in these Articles; (II) the outstanding loss of the Bank is at least one- (II) the outstanding loss of the Bank is at least one- third of the total paid-up share capital; third of the total paid-up share capital; (III) shareholder(s) severally or jointly holding (III) shareholder(s) severally or jointly holding above 10% of the total voting shares issued by above 10% of the total voting shares issued by the Bank (hereinafter referred to as “proposing the Bank (hereinafter referred to as “proposing shareholders”, with the number of shares held shareholders”, with the number of shares held by them to be calculated according to their by them to be calculated according to their shareholdings as of the date of request made by shareholdings as of the date of request made by them in writing) have requested to convene the them in writing) have requested to convene the extraordinary general meeting in writing; extraordinary general meeting in writing; (IV) the Board deems it necessary to convene the (IV) the Board deems it necessary to convene the meeting; meeting; (V) above half and not less than two of the (V) above more than half and not less than two of independent Directors require to convene the the independent Directors require to convene the meeting; meeting; (VI) the Board of Supervisors proposes to convene (VI) the Board of Supervisors Audit and Consumer the meeting; Rights Protection Committee proposes to convene the meeting; (VII) above half of the external supervisors require to convene the meeting (if there are only two (VII) above half of the external supervisors require external supervisors, the two external supervisors to convene the meeting (if there are only two shall propose to convene the meeting at the same external supervisors, the two external supervisors time); shall propose to convene the meeting at the same time); (VIII) other circumstances as stipulated by the laws, regulations and these Articles (VII) other circumstances as stipulated by the laws, regulations and these Articles 32 2022 Amended Articles 2025 Proposed Amended Articles Where the number of directors of the Board falls Where the number of directors of the Board falls short of the quorum required by the Company Law, short of the quorum required by the Company Law, or is less than two-thirds of the number specified or is less than two-thirds of the number specified in these Articles, or the unrecovered losses of the in these Articles, or the unrecovered losses of the Bank amount to one-third of the total share capital, Bank amount to one-third of the total share capital, or the Board fails to convene an extraordinary or the Board fails to convene an extraordinary general meeting in the prescribed period, the general meeting in the prescribed period, the Board Board of Supervisors or shareholders may convene of Supervisors Audit and Consumer Rights an extraordinary general meeting by themselves Protection Committee or shareholders may convene following the relevant procedure specified in these an extraordinary general meeting by themselves Articles following the relevant procedure specified in these Articles Article 90 Shareholders’ general meetings shall Article 80 Shareholders’ general meetings shall be convened by the Board according to laws, be convened by the Board according to laws, regulations and these Articles and presided over regulations and these Articles and presided over by by the chairman of the Board If the chairman is the chairman of the Board If the chairman is unable unable to preside over the meeting for any reason, to preside over the meeting for any reason perform the vice chairman or another director designated his/her duties or fails to perform his/her duties, by the chairman shall preside over the meeting If the vice chairman or another director designated by the chairman and vice chairman both are unable the chairman shall preside over the meeting If the to preside over the meeting and the chairman does chairman and vice chairman both are is unable to not designate other director, the director jointly preside over the meeting and the chairman does not elected by more than half of the directors shall designate other director perform his/her duties or preside over the Shareholders’ general meeting If fails to perform his/her duties, the director jointly the Board is unable or fails to fulfill the obligation elected by more than half of the directors shall of convening Shareholders’ general meetings, the preside over the Shareholders’ general meeting Board of Supervisors shall duly convene and preside over such meetings If the Board of Supervisors If the Board is unable or fails to fulfill the does not convene or preside over such meetings, obligation of convening Shareholders’ general the shareholder(s) severally or jointly holding more meetings, the Board of Supervisors Audit and than 10% of the shares of the Bank for over 90 Consumer Rights Protection Committee shall days in a row may convene and preside over such duly convene and preside over such meetings If the meetings on their own initiative If for any reason Board of Supervisors Audit and Consumer Rights the shareholders cannot elect a person to preside Protection Committee does not convene or preside over the meeting, the shareholder (including proxy over such meetings, the shareholder(s) severally or thereof) holding the most voting shares among jointly holding more than 10% of the shares of the the attending shareholders shall preside over the Bank for over 90 days in a row may convene and meeting preside over such meetings on their own initiative 33 2022 Amended Articles 2025 Proposed Amended Articles If the shareholder(s) severally or jointly holding more than 10% of the shares of the Bank propose to convene an extraordinary general meeting, the Board and the Audit and Consumer Rights Protection Committee shall decide whether to convene the extraordinary general meeting or not within 10 days after receipt of such request, and reply in writing to the shareholder(s) If for any reason the shareholders cannot elect a person to preside over the meeting, the shareholder (including proxy thereof) holding the most voting shares among the attending shareholders shall preside over the meeting Article 91 Any proposing shareholder or the Article 81 Any proposing shareholder or the Board Board of Supervisors proposing to convene an of Supervisors Audit and Consumer Rights extraordinary general meeting shall submit to the Protection Committee proposing to convene an Board in writing the meeting topic and the proposal extraordinary general meeting shall submit to the with complete contents The proposing shareholder Board in writing the meeting topic and the proposal or the Board of Supervisors shall ensure the contents with complete contents The proposing shareholder of the proposal comply with laws, regulations and or the Board of Supervisors Audit and Consumer these Articles Rights Protect ion Committee sha l l ensure the contents of the proposal comply with laws, regulations and these Articles Article 92 The Board shall issue a notice of Article 82 The Board shall issue a notice of convening the Shareholders’ general meeting within convening the Shareholders’ general meeting 15 days from the date of receiving a written proposal within 15 days from the date of receiving a written from the Board of Supervisors, and the convening proposal from the Board of Supervisors Audit and procedures shall comply with these Articles Consumer Rights Protection Committee, and the convening procedures shall comply with these Articles 34 2022 Amended Articles 2025 Proposed Amended Articles Article 93 If proposing shareholders require Article 83 If proposing shareholders require convening an extraordinary general meeting or class convening an extraordinary general meeting or class meeting, the following procedures shall be followed: meeting, the following procedures shall be followed: (I) The proposing shareholders may sign one or (I) The proposing shareholders may sign one or several written requests with the same format and several written requests with the same format and contents to propose to the Board to convene an contents to propose to the Board to convene an extraordinary general meeting or class meeting extraordinary general meeting or class meeting and specify the meeting topics The Board shall, and specify the meeting topics The Board shall, pursuant to laws, regulations and these Articles, pursuant to laws, regulations and these Articles, give a written reply on whether to convene the give a written reply on whether to convene the extraordinary general meeting or class meeting extraordinary general meeting or class meeting within 10 days after receipt of the request within 10 days after receipt of the request (II) Where the Board agrees to convene the (II) Where the Board agrees to convene the extraordinary general meeting or class meeting, extraordinary general meeting or class meeting, it shall serve a notice of convening such meeting it shall serve a notice of convening such meeting within five days after the resolution is made by the within five days after the resolution is made by the Board Any change to the original request set forth Board Any change to the original request set forth in the notice shall be subject to approval by the in the notice shall be subject to approval by the proposing shareholders proposing shareholders (III) Where the Board does not agree to convene the (III) Where the Board does not agree to convene the extraordinary general meeting or class meeting, or extraordinary general meeting or class meeting, or fails to give any reply within 10 days after receipt fails to give any reply within 10 days after receipt of the request, the proposing shareholders shall of the request, the proposing shareholders shall have have the right to request the Board of Supervisors in the right to request the Board of Supervisors Audit writing to convene an extraordinary general meeting and Consumer Rights Protection Committee in or class meeting writing to convene an extraordinary general meeting or class meeting (IV) Where the Board of Supervisors agrees to convene the extraordinary general meeting or class (IV) Where the Board of Supervisors Audit and meeting, it shall serve a notice of convening such Consumer Rights Protection Committee agrees to meeting within five days after receipt of the request convene the extraordinary general meeting or class Any change to the original proposal set forth in the meeting, it shall serve a notice of convening such notice shall be subject to approval by the proposing meeting within five days after receipt of the request shareholders Any change to the original proposal set forth in the notice shall be subject to approval by the proposing shareholders 35 2022 Amended Articles 2025 Proposed Amended Articles (V) Where the Board of Supervisors fails to serve (V) Where the Board of Supervisors Audit and the notice of Shareholders’ general meeting or class Consumer Rights Protection Committee fails to meeting within the specified period, it shall be serve the notice of Shareholders’ general meeting or deemed to have failed to convene and preside over class meeting within the specified period, it shall be the Shareholders’ general meeting or class meeting, deemed to have failed to convene and preside over and the shareholder(s) severally or jointly holding the Shareholders’ general meeting or class meeting, more than 10% of the shares of the Bank for over 90 and the shareholder(s) severally or jointly holding days in a row may convene and preside over such more than 10% of the shares of the Bank for over 90 meeting on their own initiative days in a row may convene and preside over such meeting on their own initiative (VI) Where the Board or the Board of Supervisors fails to convene an extraordinary general meeting or (VI) Where the Board or the Board of Supervisors class meeting according to the aforesaid arrangement A u d i t a n d C o n s u m e r R i g h t s P r o t e c t i o n or decides not to convene such meeting, the Committee fails to convene an extraordinary general proposing shareholders may convene such meeting meeting or class meeting according to the aforesaid on their own initiative within four months after arrangement or decides not to convene such meeting, the Board receives the request of convening such the proposing shareholders may convene such meeting, and the convening procedures shall to the meeting on their own initiative within four months extent possible be the same as the procedures by after the Board receives the request of convening which the Board convenes a Shareholders’ general such meeting, and the convening procedures shall to meeting the extent possible be the same as the procedures by which the Board convenes a Shareholders’ general meeting Article 94 Where the Board of Supervisors or Article 84 Where the Board of Supervisors Audit the proposing shareholders decide to convene an and Consumer Rights Protection Committee or extraordinary general meeting or class meeting on the proposing shareholders decide to convene an its/their own initiative, it/they shall notify the Board extraordinary general meeting or class meeting on in writing, file with the CBIRC, and file with the its/their own initiative, it/they shall notify the Board securities regulatory authorities of the place where in writing, file with the CBIRC banking regulatory the Bank’s shares are listed in accordance with the authorities of the State Council, and file with the relevant provisions thereof After that, it/they shall securities regulatory authorities of the place where give a notice of convening an extraordinary general the Bank’s shares are listed in accordance with the meeting or class meeting, contents of which shall relevant provisions thereof After that, it/they shall meet the following requirements: give a notice of convening an extraordinary general meeting or class meeting, contents of which shall (I) no new contents shall be added to a proposal; meet the following requirements: otherwise, the Board of Supervisors or the proposing shareholders shall re-request to the Board to convene (I) no new contents shall be added to a proposal; a Shareholders’ general meeting or class meeting in otherwise, the Board of Supervisors Audit and accordance with the procedures above; and Consumer Rights Protection Committee or the proposing shareholders shall re-request to the Board (II) the meeting shall be held at the domicile of the to convene a Shareholders’ general meeting or class Bank meeting in accordance with the procedures above; and (II) the meeting shall be held at the domicile of the Bank 36 2022 Amended Articles 2025 Proposed Amended Articles Article 95 With regard to a Shareholders’ general Article 85 With regard to a Shareholders’ general meeting convened by the Board of Supervisors or the meeting or class meeting convened by the Board shareholders on its/their own initiative, the Board of Supervisors Audit and Consumer Rights and its secretary shall offer cooperation Where the Protection Committee or the shareholders on its/ Board of Supervisors or the proposing shareholders their own initiative, the Board and its secretary shall convene and hold an extraordinary general meeting offer cooperation Where the Board of Supervisors or class meeting because the Board fails to convene A u d i t a n d C o n s u m e r R i g h t s P r o t e c t i o n such meeting pursuant to the aforesaid request, the Committee or the proposing shareholders convene reasonable expenses incurred shall be borne by and hold an extraordinary general meeting or class the Bank; if the Board fails to hold such meeting meeting because the Board fails to convene such because of directors’ neglect of duty, the reasonable meeting pursuant to the aforesaid request, the expenses incurred from the convening and holding reasonable expenses incurred shall be borne by of the aforesaid extraordinary general meeting or the Bank; if the Board fails to hold such meeting class meeting by the Board of Supervisors or the because of directors’ neglect of duty, the reasonable proposing shareholders on its/their own initiative expenses incurred from the convening and holding shall be deducted from the monies payable by the of the aforesaid extraordinary general meeting or Bank to the derelict directors class meeting by the Board of Supervisors or the proposing shareholders on its/their own initiative shall be deducted from the monies payable by the Bank to the derelict directors Article 98 The notice of a Shareholders’ general Article 88 The notice of a Shareholders’ general meeting shall meet the following requirements: meeting shall meet the following requirements include the following contents: (I) be made in writing; (I) be made in writing; (II) specifies the date, venue and duration of the meeting; (I) specifies the datetime, venue and duration of the meeting; (III) states the matters to be discussed at the meeting; (II) states the matters and proposals to be discussed at submitted to the meeting for consideration; ( I V ) p r o v i d e s t h e S h a r e h o l d e r s w i t h s u c h information and explanation as necessary for ( I V ) p r o v i d e s t h e S h a r e h o l d e r s w i t h s u c h them to make informed decisions regarding the information and explanation as necessary for matters to be discussed; this means that when the them to make informed decisions regarding the following matters, which shall include not limited matters to be discussed; this means that when the to: any merger, share repurchase, share capital following matters, which shall include not limited reorganization or other reorganization of the Bank, to: any merger, share repurchase, share capital are involved, the detailed terms and contracts reorganization or other reorganization of the Bank, (if any) of the proposed transaction and detailed are involved, the detailed terms and contracts explanation as to the cause and effect of such a (if any) of the proposed transaction and detailed proposed transaction shall be provided; explanation as to the cause and effect of such a proposed transaction shall be provided; 37 2022 Amended Articles 2025 Proposed Amended Articles (V) if any of the Directors, Supervisors and senior (V) if any of the Directors, Supervisors and senior management members have material interest in management members have material interest in the matters to be discussed, they shall disclose the matters to be discussed, they shall disclose the nature and extent of such interest; and if the the nature and extent of such interest; and if the matters to be discussed have a different effect on matters to be discussed have a different effect on such Directors, Supervisors or senior management such Directors, Supervisors or senior management members as Shareholders compared to other members as Shareholders compared to other Shareholders of that same class, they shall explain Shareholders of that same class, they shall explain this difference; this difference; (VI) sets forth the full text of any proposed special (VI) sets forth the full text of any proposed special resolution to be voted on at the meeting; resolution to be voted on at the meeting; (VII) states clearly that a shareholder entitled to (III) states clearly that a all ordinary shareholders attend and vote at the meeting is entitled to appoint (including holders of preference shares with one or more proxies to attend and vote on his/her restored voting right) are entitled to attend and behalf and such proxies need not be a shareholder; vote at the meeting is entitled to and appoint one or more proxies proxy(ies) in writing to attend and (VIII) specifies the time and address for lodging the vote on his/her behalf at the meeting, and such power of attorney for voting at the meeting; proxy(ies) need not be a shareholder of the Bank; (IX) specifies the equity registration date of (VIII) specifies the time and address for lodging the the shareholders who are entitled to attend the power of attorney for voting at the meeting; Shareholders’ general meeting; (IV) specifies the equity registration date of (X) specifies the name and phone number of the the shareholders who are entitled to attend the contact person of the meeting; and Shareholders’ general meeting; (XI) specifies the date on which the notice of (V) specifies the name and phone number of the Shareholders’ general meeting is sent contact person of the meeting; and The meeting notice is served in Chinese or in (VI) specifies the date on which the notice of English, and if there is any inconsistency between Shareholders’ general meeting is sent time and the two versions, the Chinese version shall prevail voting procedures for online voting or other voting methods; and (VII) other contents as provided by the laws and regulations and these Articles The meeting notice is served in Chinese or in English, and if there is any inconsistency between the two versions, the Chinese version shall prevail 38 2022 Amended Articles 2025 Proposed Amended Articles Article 99 Unless otherwise specified by the laws Article 89 Unless otherwise specified by the laws and regulations and these Articles, the notice of a and regulations and these Articles, the notice of a Shareholders’ general meeting shall be delivered Shareholders’ general meeting shall be delivered by hand or prepaid mail to the shareholders by hand or prepaid mail to the shareholders (regardless of whether they have voting rights at the (regardless of whether they have voting rights at the Shareholders’ general meeting) The addresses of Shareholders’ general meeting) The addresses of the recipients shall be the addresses registered in the the recipients shall be the addresses registered in the register of Shareholders register of Shareholders For holders of Domestic Shares, the notice of For holders of Domestic Shares, the The notice a Shareholders’ general meeting (including the of a Shareholders’ general meeting (including the notice of class meetings for holders of Domestic notice of class meetings for holders of Domestic Shares) may be in the form of an announcement Shares) may be in the form of an announcement The announcement referred to herein shall be The announcement referred to herein shall be refers published on one or more newspaper(s) specified to the announcement published on the website by the securities regulatory authority under the of the Bank, one or more newspaper(s) specified State Council All holders of Domestic Shares by the securities regulatory authority under the shall be deemed as having been notified of the State Council All holders of Domestic Shares forthcoming Shareholders’ general meeting once the shall be deemed as having been notified of the announcement is published forthcoming Shareholders’ general meeting once the announcement is published Subject to the laws and regulations, the Bank may send or dispatch the aforesaid notices of general Subject to the laws and regulations, the Bank may meeting to the holders of H shares (including notices send or dispatch the aforesaid notices of general of class meetings for holders of H Shares) through meeting to the holders of H shares (including notices the websites of the Bank and the Hong Kong Stock of class meetings for holders of H Shares) through, Exchange and other websites specified by the Hong the websites of the Bank and the Hong Kong Stock Kong Listing Rules from time to time, instead of Exchange and other websites specified by the Hong sending or dispatching the personal delivery or Kong Listing Rules from time to time subject to prepaid mail the laws and regulations, instead of sending or dispatching the personal delivery or prepaid mail The accidental omission to give a meeting notice Such notices of Shareholders’ general meeting to, or the failure to receive the meeting notice by, are deemed to be received by shareholders once any person entitled to receive such notice, shall not they have been published invalidate the Shareholders’ general meeting and the resolutions adopted thereat The simply accidental omission to give a meeting notice to, or the failure to receive the meeting notice by, any person entitled to receive such notice, shall not invalidate the Shareholders’ general meeting and the resolutions adopted thereat 39 2022 Amended Articles 2025 Proposed Amended Articles Article 101 Any shareholder entitled to attend and Article 91 Any shareholder entitled to attend and having voting rights at a Shareholders’ general having voting rights at a Shareholders’ general meeting shall be entitled to appoint one or more meeting shall be entitled to appoint one or more persons (these persons need not be shareholders) as persons (these persons need not be shareholders) as proxies to attend and vote on their behalf A proxy proxies to attend and vote on their behalf A proxy may exercise the following powers according to the may exercise the following powers corresponding entrustment of the Shareholder: right to speak and vote of the shareholder at the Shareholders’ general meeting according to the (I) the same right of speech as the Shareholder at the entrustment of the Shareholder: Shareholders’ general meeting; (I) the same right of speech as the Shareholder at the (II) have authori ty to demand or join other Shareholders’ general meeting; Shareholders in demanding a poll; and (II) have authori ty to demand or join other (III) have the right to vote by hand or on a poll, but Shareholders in demanding a poll; and when more than one proxy has been appointed, the proxies only have the right to vote on a poll (III) have the right to vote by hand or on a poll, but when more than one proxy has been appointed, the proxies only have the right to vote on a poll The Bank’s major shareholders may appoint proxy(ies) to attend the Shareholders’ general meeting However, such proxy(ies) shall not be person other than the shareholders themselves and their related parties, parties acting in concert or their appointed director The Bank’s major shareholders shall not act as proxies as appointed by non-related parties or non-parties acting in concert to attend the Shareholders’ general meeting Article 103 Any legal person shareholder shall Article 93 Any legal person shareholder shall assign assign its legal representative or other representative its legal representative or other representative duly duly authorized to attend the Shareholders’ general authorized to attend the Shareholders’ general meeting The legal representative attending the meeting The legal representative attending the meeting shall present his/her identity card or valid meeting shall present his/her identity card or valid certificate bearing evidence of his/her qualifications certificate bearing evidence of his/her qualifications as legal representative and shareholding certificate; as legal representative and shareholding certificate; a proxy attending the meeting shall present his/ a proxy attending the meeting shall present his/ her identity card, and the qualification certificate, her identity card, and the qualification certificate, wri t ten power of a t torney and shareholding wri t ten power of a t torney and shareholding certificate of the legal representative of the legal certificate of the legal representative of the legal person shareholder person shareholder 40 2022 Amended Articles 2025 Proposed Amended Articles Article 104 The power of attorney for voting issued Article 94 The power of attorney for voting issued by a shareholder to appoint other persons to attend by a shareholder to appoint other persons to attend the Shareholders’ general meeting shall contain the the Shareholders’ general meeting shall contain the following information: following information: (I) the name of the proxy; (I) the name of the principal and the class and number of shares of the Bank held; (II) whether or not the proxy has any voting right; (II) the name of the proxy; (III) instructions to vote for or against or abstain from voting on each and every matter under (III) whether or not the proxy has any voting right; considerat ion included in the agenda of the Shareholders’ general meeting; (IV) instructions to vote for or against or abstain from voting on each and every matter under (IV) whether or not the proxy has any voting considerat ion included in the agenda of the right(s) in respect of temporary proposals which Shareholders’ general meeting; may possibly be included in the agenda of the Shareholders’ general meeting, and, if the proxy has (V) whether or not the proxy has any voting such voting right(s), specific instructions as to the right(s) in respect of temporary proposals which exercise of those voting rights; may possibly be included in the agenda of the Shareholders’ general meeting, and, if the proxy has (V) the date of issue and validity period of the such voting right(s), specific instructions as to the power of attorney; exercise of those voting rights; (VI) the signature (seal) of the principal If the (VI) the date of issue and validity period of the principal is an insti tutional shareholder, the power of attorney; corporate seal shall be affixed; and (VII) the signature (seal) of the principal If (VII) the power of attorney shall specify whether the principal is an institutional shareholder, the the proxy may vote as he/she thinks fit if the corporate seal shall be affixed; and shareholder does not make specific instructions (VIII) the power of attorney shall specify whether the proxy may vote as he/she thinks fit if the shareholder does not make specific instructions 41 2022 Amended Articles 2025 Proposed Amended Articles Article 105 Article 95 Where the shareholder is a recognized clearing Where the shareholder is a recognized clearing house or its agent as defined in Securities and house or its agent as defined in Securities and Futures Ordinance (Cap 571), the shareholder Futures Ordinance (Cap 571), the shareholder may authorize one or more persons as he/she may authorize one or more persons as he/she deems appropriate as his/her proxy(ies) at any deems appropriate as his/her proxy(ies) at any Shareholders’ general meeting or class meeting; Shareholders’ general meeting or class meeting and however, where two or more than two persons are creditors’ meeting (if applicable); however, where thus authorized, the power of attorney shall specify two or more than two persons are thus authorized, the numbers and classes of shares of each of such the power of attorney shall specify the numbers and authorized proxies The power of attorney shall be classes of shares of each of such authorized proxies signed by the persons authorized by the recognized The power of attorney shall be signed by the persons clearing house Any person so authorized may authorized by the recognized clearing house Any represent the recognized clearing house or its agent person so authorized may represent the recognized to attend any meeting (without being required clearing house or its agent to attend any meeting to present shareholding certificate, notarized (without being required to present shareholding authorization and/or further evidence of due certificate, notarized authorization and/or further authorization) and exercise its rights at such meeting evidence of due authorization) and exercise its rights (without being required to present shareholding at such meeting (without being required to present certificate, notarized authorization and/or further shareholding certificate, notarized authorization and/ evidence of due authorization), as if that person is a or further evidence of due authorization), including natural person shareholder of the Bank the right to speak and vote, as if that person is a natural person shareholder of the Bank A corporate shareholder shall be represented by its legal representative or proxies authorized by the A corporate shareholder shall be represented by its resolutions of the Board and other decision-making legal representative or proxies authorized by the bodies to attend the Shareholders’ general meeting resolutions of the Board and other decision-making of the Bank bodies to attend the Shareholders’ general meeting of the Bank 42 2022 Amended Articles 2025 Proposed Amended Articles A r t i c l e 1 0 9 W h e r e t h e B a n k c o n v e n e s a A r t i c l e 9 9 W h e r e t h e B a n k c o n v e n e s a Shareholders’ general meeting, shareholder(s) Shareholders’ general meeting, proposals of the severally or jointly holding more than 3% of Shareholders’ general meeting shall be proposed the total voting shares issued by the Bank may by the Board normally The Audit and Consumer put forward an interim proposal and submit it to Rights Protection Committee and shareholder(s) the Board in writing within 10 days before the severally or jointly holding more than 1% of the Shareholders’ general meeting is convened; the total voting shares issued by the Bank may put Board shall, within two days after receipt of the forward a proposal interim proposal, issue a supplementary notice of the Shareholders’ general meeting and submit shareholder(s)Shareholder(s) severally or jointly the interim proposal to the Shareholder’s general holding more than 31% of the total voting shares meeting for consideration The contents of the issued by the Bank may put forward an interim interim proposal shall be within the terms of proposal and submit it to the Board in writing reference of the Shareholders’ general meeting and within 10 days before the Shareholders’ general have definite topics for discussion and specific meeting is convened; the Board shall, within two issues for resolution Proposals at a Shareholders’ days after receipt of the interim proposal, issue a g e n e r a l m e e t i n g s h a l l m e e t t h e f o l l o w i n g supplementary notice of the Shareholders’ general requirements: meeting and submit the interim proposal to the Shareholder’s general meeting for consideration, (I) the contents shall not run counter to provisions unless such interim proposal violates the laws of the laws, regulations and these Articles and shall and regulations or these Articles, or does not fall fall within the business scope of the Bank and terms within the terms of reference of the Shareholders’ of reference of the Shareholders’ general meeting; general meeting (II) the proposals shall have definite topics for The contents of the interim proposal shall be within discussion and specific issues for resolution; and the terms of reference of the Shareholders’ general meeting and have definite topics for discussion (III) the proposals shall be submitted or delivered to and specific issues for resolution Proposals at the Board in written form a Shareholders’ general meeting shall meet the following requirements: (I) the contents shall not run counter to provisions of the laws, regulations and these Articles and shall fall within the business scope of the Bank and terms of reference of the Shareholders’ general meeting; (II) the proposals shall have definite topics for discussion and specific issues for resolution; and (III) the proposals shall be submitted or delivered to the Board in written form 43 2022 Amended Articles 2025 Proposed Amended Articles Article 113 The list of director or supervisor Article 103 The list of director or supervisor candidates is submitted by way of proposal for candidates is submitted by way of proposal for consideration at Shareholders’ general meetings consideration at Shareholders’ general meetings The director or supervisor candidates shall be voted The director or supervisor candidates shall be voted on separately at the Shareholders’ general meeting on separately at the Shareholders’ general meeting The method and procedure for nominating directors The method and procedure for nominating directors and supervisors are: and supervisors are: (I) A list of candidates for non-independent (I) A list of candidates for non-independent directors may be proposed by the Nomination and directors may be proposed by the Nomination and Remuneration Committee of the Board as per the Remuneration Committee of the Board as per the number of directors to be elected to the extent of number of directors to be elected to the extent of the number of members of the Board specified in the number of members of the Board specified in these Articles; shareholder(s) severally or jointly these Articles; shareholder(s) severally or jointly holding more than 3% of the total voting shares holding more than 3% of the total voting shares issued by the Bank may propose candidates for non- issued by the Bank may propose candidates for non- independent directors to the Board independent directors to the Board A list of candidates for shareholder supervisors A list of candidates for shareholder supervisors shall be proposed by the Board of Supervisors or shall be proposed by the Board of Supervisors or Shareholder(s) individually or jointly holding more Shareholder(s) individually or jointly holding more than 3% of the total voting shares issued by the than 3% of the total voting shares issued by the Bank as per the number of supervisors to be elected Bank as per the number of supervisors to be elected to the extent of the number of members of the Board to the extent of the number of members of the Board of Supervisors specified in these Articles of Supervisors specified in these Articles A shareholder or his/her related party shall not A shareholder or his/her related party shall not nominate director and supervisor candidates to the nominate director and supervisor candidates to the Shareholders’ general meeting at the same time; Shareholders’ general meeting at the same time; where a director (supervisor) candidate nominated where a director (supervisor) candidate nominated by a shareholder or his/her related party is approved by a shareholder or his/her related party is approved to sit on the Board or the Board of Supervisors, to sit on the Board or the Board of Supervisors, the shareholder or his/her related party shall not the shareholder or his/her related party shall not nominate any director (supervisor) candidate until nominate any director (supervisor) candidate until the term of office of the director (supervisor) expires the term of office of the director (supervisor) expires or the director (supervisor) is replaced If the State or the director (supervisor) is replaced If the State has regulations otherwise, such regulations shall has regulations otherwise, such regulations shall prevail prevail 44 2022 Amended Articles 2025 Proposed Amended Articles Generally, the number of director/supervisor Generally, the number of director/supervisor candidates nominated by a shareholder and his/ candidates nominated by a shareholder and his/ her related party shall not exceed one-third of the her related party shall not exceed one-third of the number of the members of the Board/the Board of number of the members of the Board/the Board of Supervisors, except as otherwise prescribed by laws Supervisors, except as otherwise prescribed by laws and regulations and regulations (II) Candidates for employee Supervisors shall be (II) Candidates for employee Supervisors shall be nominated by the Board of Supervisors and labor nominated by the Board of Supervisors and labor union of the Bank, and are elected at the employee union of the Bank, and are elected at the employee representative meeting representative meeting (III) The Nomination and Remuneration Committee (II) The Nomination and Remuneration Committee of the Board of the Bank, shareholder(s) severally of the Board of the Bank, shareholder(s) severally or jointly holding more than 1% of the total or jointly holding more than 1% of the total voting shares issued by the Bank or the Board of voting shares issued by the Bank or the Board of Supervisors may propose candidates for independent Supervisors may propose candidates for independent directors to the Board, and shareholders or his/her directors to the Board, and shareholders or his/her related party who have nominated candidates for related party who have nominated candidates for non-independent directors shall not nominate any non-independent directors shall not nominate any candidates for independent directors In principle, candidates for independent directors In principle, the same shareholder can propose one candidate the same shareholder can propose one candidate for independent director only The selection and for independent director only The selection and appointment of independent directors shall be appointment of independent directors shall be primarily market-based primarily market-based The external supervisor candidates of the Bank are The external supervisor candidates of the Bank are nominated by the Board of Supervisors of the Bank nominated by the Board of Supervisors of the Bank or Shareholder(s) individually or jointly holding or Shareholder(s) individually or jointly holding more than 1% of the total voting shares issued by more than 1% of the total voting shares issued by the Bank, but shareholders who have nominated the Bank, but shareholders who have nominated shareholder supervisor candidates shall not nominate shareholder supervisor candidates shall not nominate any external supervisor In principle, the same any external supervisor In principle, the same shareholder can propose one external supervisor shareholder can propose one external supervisor candidate only candidate only T h e s a m e s h a r e h o l d e r s h a l l n o t n o m i n a t e T h e s a m e s h a r e h o l d e r s h a l l n o t n o m i n a t e independent director candidate and external independent director candidate and external supervisor candidate at the same time supervisor candidate at the same time 45 2022 Amended Articles 2025 Proposed Amended Articles (IV) The Nomination and Remuneration Committee (III) The Nomination and Remuneration Committee of the Board shall make preliminary examination of the Board shall make preliminary examination on the qualifications and conditions of the director on the qualifications and conditions of the director candidates and submit the qualified candidates to candidates and submit the qualified candidates to the Board for consideration; and, upon consideration the Board for consideration; and, upon consideration and approval by the Board, propose director and approval by the Board, propose director candidates to the Shareholders’ general meeting candidates to the Shareholders’ general meeting through written resolutions The Nomination through written resolutions The Nomination Committee of the Board of Supervisors shall make Committee of the Board of Supervisors shall make preliminary examination on the qualifications preliminary examination on the qualifications and conditions of the candidates for shareholder and conditions of the candidates for shareholder supervisors and external supervisors; and submit the supervisors and external supervisors; and submit the qualified candidates to the Board of Supervisors for qualified candidates to the Board of Supervisors for consideration; and, upon consideration and approval consideration; and, upon consideration and approval by the Board of Supervisors, propose supervisor by the Board of Supervisors, propose supervisor candidates to the Shareholders’ general meeting candidates to the Shareholders’ general meeting through written resolutions through written resolutions (V) The director or supervisor candidates shall, prior (IV) The director or supervisor candidates shall, to the Shareholders’ general meeting, make written pr ior to the Shareholders’ general meet ing, undertakings that they accept the nominations, that make written undertakings that they accept the the information announced publicly about them is nominations, that the information announced true and adequate, and that they will diligently fulfill publicly about them is true, accurate and adequate, the duties and obligations as director or supervisor if and that they will diligently fulfill the duties and elected obligations as director or supervisor if elected (VI) The Board of Directors or the Board of (V) The Board of Directors or the Board of Supervisors shall, prior to the Shareholders’ general Supervisors shall, prior to the Shareholders’ general meeting, disclose detailed information relating to the meeting, disclose detailed information relating to the director or supervisor candidates to the Shareholders director or supervisor candidates to the Shareholders in accordance with laws and regulations and these in accordance with laws and regulations and these Articles, so that the shareholders will have sufficient Articles, so that the shareholders will have sufficient understanding of the candidates in voting understanding of the candidates in voting (VII) In the event of a temporary vacancy of director (VI) In the event of a temporary vacancy of director or supervisor, the Nomination and Remuneration or supervisor, the Nomination and Remuneration Committee of the Board, Nomination Committee of Committee of the Board, Nomination Committee of the Board of Supervisors or shareholders qualified the Board of Supervisors or shareholders qualified for nomination shall propose and submit to the for nomination shall propose and submit to the Board or Board of Supervisors for consideration Board or Board of Supervisors for consideration the candidates, who shall be elected or replaced the candidates, who shall be elected or replaced at the Shareholders’ general meeting Employee at the Shareholders’ general meeting Employee supervisors shall be elected or replaced at the supervisors directors shall be elected or replaced at employee representative meeting the employee representative meeting 46 2022 Amended Articles 2025 Proposed Amended Articles Section V Resolutions of Shareholders’ General Section V Resolutions of Shareholders’ General Meetings Meetings Article 114 Shareholders (including proxies thereof) Article 104 Shareholders (including proxies thereof) who vote at a Shareholders’ general meeting shall who vote at a Shareholders’ general meeting shall exercise their voting rights in relation to the amount exercise their voting rights in relation to the amount of voting shares they represent Each share shall of voting shares they represent Each share shall have one vote However, the shares held by the have one vote, except for class shareholders Bank have no voting rights and will not counted into However, the shares held by the Bank have no the total number of shares with voting rights held voting rights and will not counted into the total by shareholders attending the Shareholders’ general number of shares with voting rights held by meeting shareholders attending the Shareholders’ general meeting If any laws and regulations require that any shareholder shall abstain from voting on a certain If any laws and regulations require that any proposal or limit any shareholder to cast affirmative shareholder shall abstain from voting on a certain or negative votes on a certain proposal, any votes proposal or limit any shareholder to cast affirmative cast by the shareholder or proxy thereof in violation or negative votes on a certain proposal, any votes of the aforesaid requirement or restriction shall not cast by the shareholder or proxy thereof in violation be counted to the results of the voting of the aforesaid requirement or restriction shall not be counted to the results of the voting Article 115 A Shareholders’ general meeting shall Article 105 A Shareholders’ general meeting shall be held on-site be held on-site The Bank may also provide video, online and other electronic communication to facilitate shareholders in attending the meeting Where the Bank provides the above-mentioned methods for the convenience of shareholders to attend the meeting, i t shall ensure the shareholders attending the meeting are able to communicate and discuss simultaneously, and vote through modern information technology m e a n s s u c h a s o n l i n e v o t i n g p l a t f o r m s Shareholders attending a Shareholders’ general meeting via the above-mentioned methods shall be deemed as having attended the meeting 47 2022 Amended Articles 2025 Proposed Amended Articles Article 117 The following matters shall be approved Article 107 The following matters shall be approved by ordinary resolutions at a Shareholders’ general by ordinary resolutions at a Shareholders’ general meeting: meeting: (I) examination and approval of the rules of (I) examination and approval of the rules of procedure for Shareholders’ general meetings, the procedure for Shareholders’ general meetings, and Board and the Board of Supervisors of the Bank; the Board and the Board of Supervisors of the Bank; (II) appointment and dismissal of directors and (II) appointment and dismissal of directors and remuneration of the relevant directors; remuneration of the relevant directors; (III) appointment and dismissal of shareholder (III) appointment and dismissal of shareholder S u p e r v i s o r s a n d e x t e r n a l S u p e r v i s o r s a n d S u p e r v i s o r s a n d e x t e r n a l S u p e r v i s o r s a n d remuneration of the relevant Supervisors; remuneration of the relevant Supervisors; (IV) reports made by the Board; (III) reports made by the Board; (V) reports made by the Board of Supervisors: (V) reports made by the Board of Supervisors: (VI) business policies and investment plans of the (VI) business policies and investment plans of the Bank; Bank; (VII) annual financial budgets and final accounts of (IV) annual financial budgets and final accounts of the Bank; the Bank; (VIII) profit distribution plans and loss recovery (V) profit distribution plans and loss recovery plans plans of the Bank; of the Bank; (IX) resolutions on the engagement, dismissal or (VI) resolutions on the engagement, dismissal or discontinuation of the appointment of the accounting discontinuation of the appointment of the accounting firm responsible for the regular statutory auditing of firm responsible for the regular statutory auditing of the Bank’s financial reports; the Bank’s financial reports; (X) other matters than those that should be passed (VII) other matters than those that should be passed by special resolutions or be subject to unanimous by special resolutions or be subject to unanimous approval pursuant to the laws and regulations or approval pursuant to the laws and regulations or these Articles these Articles 48 2022 Amended Articles 2025 Proposed Amended Articles Article 118 The following matters shall be approved Article 108 The following matters shall be approved by special resolutions at a Shareholders’ general by special resolutions at a Shareholders’ general meeting: meeting: (I) amendments to these Articles; (I) amendments to these Articles; ( I I ) the Bank’s l i s t ing or other fundrais ing ( I I ) the Bank’s l i s t ing or other fundrais ing arrangements; arrangements; (III) any change of uses of the funds raised by the (III) any change of uses of the funds raised by the Bank; Bank; (IV) an increase or reduction in the registered (IV) an increase or reduction in the registered capital, the issuance of shares of any class, warrants, capital, the issuance of shares of any class, warrants, securities convertible to shares and other similar securities convertible to shares and other similar securities, and options or warrants to subscribe for securities, and options or warrants to subscribe for any shares or the aforesaid convertible securities or any shares or the aforesaid convertible securities or similar rights of the Bank; similar rights of the Bank; (V) resolution on purchase of the Bank’s shares in (V) resolution on purchase of the Bank’s shares in accordance with laws; accordance with laws; (VI) examination and approval of the Bank’s equity (VI) examination and approval of the Bank’s equity incentive plans; incentive plans; (VII) financial restructuring, merger, division, (VII) financial restructuring, merger, division, dissolution, liquidation or alteration on the corporate dissolution, liquidation or alteration on the corporate form of the Bank; form of the Bank; (VIII) issuance of bonds of the Bank; (VIII) issuance of bonds of the Bank; (IX) removal of independent directors; (IX) removal of independent directors; (X) examinat ion and approval of impor tant (X) examinat ion and approval of impor tant guarantees stipulated in Article 86 of these Articles; guarantees not falling within the business scope of the Bank stipulated in Article 76 86 of these (XI) examination and approval of any important Articles; investment beyond the business scope of the Bank with the amount exceeding 20% of the latest audited (XI) examination and approval of any important net assets of the Bank; investment beyond the business scope of the Bank with the amount exceeding 20% of the latest audited net assets of the Bank; 49 2022 Amended Articles 2025 Proposed Amended Articles (XII) examination and approval of any purchase or (XII) examination and approval of any purchase or sale of major assets beyond the business scope of the sale disposal of major assets beyond the business Bank with the amount exceeding 20% of the latest scope of the Bank with the amount exceeding audited net assets of the Bank (the purchases or sales 20% of the latest audited net assets of the Bank of the same or relevant assets in the consecutive 12 (the purchases or sales disposal of the same or months shall be calculated on a cumulative basis); relevant assets in the consecutive 12 months shall be and calculated on a cumulative basis); and (XIII) matters specified in laws and regulations (XIII) matters specified in laws and regulations or these Articles that shall be passed by special or these Articles that shall be passed by special resolutions, and any other matter confirmed by resolutions, and any other matter confirmed by an ordinary resolution at a Shareholders’ general an ordinary resolution at a Shareholders’ general meeting that it may have material impact on the meeting that it may have material impact on the Bank and accordingly shall be approved by special Bank and accordingly shall be approved by special resolutions resolutions Article 120 A Shareholders’ general meeting shall Article 110 A Shareholders’ general meeting shall be convened and conducted in accordance with the be convened and conducted in accordance with the laws and regulations and these Articles Resolutions laws and regulations and these Articles of a Shareholders’ general meeting that run counter to laws and administrative regulations shall be Resolutions of a Shareholders’ general meeting that void If the convening procedure or voting method run counter to laws and administrative regulations of the Shareholders’ general meeting violates the shall be void laws, administrative regulations or these Articles or the contents of any resolution run counter to If the convening procedure or voting method of these Articles, the shareholders may request the the Shareholders’ general meeting violates the people’s court to cancel the said procedure, method laws, administrative regulations or these Articles or resolution within 60 days after adoption of the or the contents of any resolution run counter to resolution these Articles, the shareholders may request the people’s court to cancel the said procedure, method or resolution within 60 days after adoption of the resolution, unless there is only a minor defect in the convening procedure or voting method of the Shareholders’ general meeting, which has no substantive impact on the resolution Shareholders who have not been notified to attend the Shareholders’ general meeting may request the people’s court to cancel the said resolution within 60 days from the date when they became aware of or should have known of adoption of the resolution of the Shareholders’ general meeting; if the right to cancel is not exercised within one year after adoption of the resolution, the right to cancel shall be extinguished 50 2022 Amended Articles 2025 Proposed Amended Articles A resolution of the Shareholders’ general meeting of the Bank shall not be valid if any of the following circumstances applies: (I) failure to convene the Shareholders’ general meeting to form the resolution; (II) failure to vote on the resolution at the Shareholders’ general meeting; (III) the number of persons or the number of voting rights held attending the meeting failing to reach the number of persons or the number of voting rights held specified in the laws and regulation or the Articles of Association; (IV) the number of persons or the number of voting rights held in favor of the resolution failing to reach the number of persons or the number of voting rights held specified in the laws and regulation or the Articles of Association Article 123 Any voting by shareholders at a Shareholders’ general meeting shall be taken by way of registered poll, except where the presider of the meeting, in good faith, decides to allow a (Consolidated into Article 113) proposal which relates purely to a procedural or administrative matter to be voted on by a show of hands Article 124 A voting by poll that is demanded for matters concerning the election of presider or termination of the meeting shall be conducted immediately; for other matters, the presider of the Deleted meeting shall decide when to conduct voting by poll and the meeting can continue to discuss other matters The voting results shall still be deemed as a resolution adopted at such meeting 51 2022 Amended Articles 2025 Proposed Amended Articles Article 125 In voting, shareholders (including (Former Article 123 consolidated into this proxies thereof) entitled to two or more votes need Article) not cast all the votes in the same way of pros or cons Article 113 Any voting by shareholders at a Shareholders’ general meeting shall be taken by Article 126 The votes on each matter under ’ way of registered poll, except where the presider consideration shall be counted by two shareholders of the meeting, in good faith, decides to allow a representatives and one supervisor and the voting proposal which relates purely to a procedural or results shall be announced on the spot by the administrative matter to be voted on by a show representative of the persons who have counted the of hands In voting, shareholders (including proxies votes The Bank shall appoint an accounting firm, thereof) entitled to two or more votes need not share registrar or external accountant qualified to cast all the votes in the same way of pros or cons serve as auditor as the monitor of the vote count The votes on each matter under consideration shall be counted by two shareholders’ representatives and one supervisor and the voting results shall be announced on the spot by the representative of the persons who have counted the votes The Bank shall appoint an accounting firm, share registrar or external accountant qualified to serve as auditor as the monitor of the vote count Shareholders of the Bank or their proxies who vote online or by any other means shall be entitled to check their voting results via the relevant voting system 52 2022 Amended Articles 2025 Proposed Amended Articles Article 127 The presider of the meeting shall Article 114 The close of a Shareholders’ general announce the voting result at the meeting, and meeting held on-site shall not be earlier than determine whether a resolution of the Shareholders’ that held online or by other means Relevant general meeting has been passed pursuant to the parties including the Company, vote counters, voting result His/her decision shall be final and scrutineers, shareholders, and network service conclusive The voting result shall be recorded in providers involved in on-site, online or other the minutes of the meeting If the presider of the voting methods of the Shareholders’ general meeting has any doubt as to the result of a resolution meeting shall be subject to the confidentiality which has been put to vote, he/she may have the obligation towards the voting before the voting votes counted If the presider of the meeting has not results are announced formally The presider of counted the votes, any shareholder who is present the meeting shall announce the voting result at the in person or by proxy and who objects to the result meeting, and determine whether a resolution of announced by the presider of the meeting may, the Shareholders’ general meeting has been passed immediately after the declaration of the voting pursuant to the voting result His/her decision shall result, demand that the votes be counted and the be final and conclusive The voting result shall presider of the meeting shall have the votes counted be recorded in the minutes of the meeting If the immediately presider of the meeting has any doubt as to the result of a resolution which has been put to vote, he/she If votes are counted at a Shareholders’ general may have the votes counted If the presider of the meeting, the counting result shall be recorded in meeting has not counted the votes, any shareholder the meeting minutes The minutes together with the who is present in person or by proxy and who attendance book of shareholders and the powers of objects to the result announced by the presider of the attorney for attendance by proxy shall be kept at the meeting may, immediately after the declaration of domicile of the Company the voting result, demand that the votes be counted and the presider of the meeting shall have the votes counted immediately If votes are counted at a Shareholders’ general meeting, the counting result shall be recorded in the meeting minutes The minutes together with the attendance book of shareholders and, the powers of attorney for attendance by proxy, and valid information relating to the voting online or by other means shall be kept at the domicile of the Company Bank 53 2022 Amended Articles 2025 Proposed Amended Articles Article 129 Minutes of the Shareholders’ general Article 116 Minutes of the Shareholders’ general meeting shall specify: meeting shall specify: (I) the number of voting shares held by shareholders (I) the number of voting shares held by shareholders attending the Shareholders’ general meeting, and and proxies attending the Shareholders’ general the percentage of such shares in the total number of meeting, their number of voting shares held and shares of the Bank; the percentage of such shares in the total number of shares of the Bank; (II) the date and venue of the meeting; (II) the date and venue of the meeting; (III) the name of the presider of the meeting and the agenda of the meeting; (III) the name of the presider of the meeting and, the agenda of the meeting, and the name of the (IV) the highlights of each speech on each matter directors and senior management members under consideration; present at the meeting; (V) the voting result of each matter voted on; (IV) the process of consideration in respect of each matter under consideration, and the (VI) the questions and suggestions proposed by highlights of each speech on each matter under shareholders and answers and explanations, etc consideration; of directors, supervisors or senior management members on these questions; (V) the voting result of each matter voted on; (VII) the reasons for and process of convening and (VI) the questions and suggestions proposed by holding an extraordinary general meeting, if it is shareholders and answers and explanations, etc held by the Board of Supervisors or shareholders in of directors, supervisors or senior management accordance with these Articles; and members on these questions; (VIII) other contents that shall be recorded in the ( V I I ) n a m e o f t h e c o n v e n e r , t h e r e a s o n s meeting minutes in accordance with opinions of the for and process of convening and holding an Shareholders’ general meeting or provisions of these extraordinary general meeting, if it is held by Articles the Board of Supervisors Audit and Consumer Rights Protection Committee or shareholders in accordance with these Articles; and (VIII) name of the lawyer, vote counters and scrutineers; and (IX) other contents that shall be recorded in the meeting minutes in accordance with opinions of the Shareholders’ general meeting or provisions of these Articles 54 2022 Amended Articles 2025 Proposed Amended Articles Article 130 The minutes of the Shareholders’ Article 117 The minutes of the Shareholders’ general meeting shall be prepared in Chinese by the general meeting shall be prepared in Chinese by the secretary to the Board, circulated to shareholders, secretary to the Board, circulated to shareholders, signed by the presider of the meeting and attending signed by directors attending or present at the directors for confirmation, and kept perpetually by meeting, the secretary to the Board, the convener the secretary to the Board as the Bank’s file together or his/her representative and the presider of the with the attendance book of shareholders and powers meeting and attending directors for confirmation, of attorney for attendance by proxy and kept perpetually by the secretary to the Board as the Bank’s file together with the attendance book of shareholders and powers of attorney for attendance by proxy and valid information relating to the voting online or by other means Article 133 Shareholders may have access to copies of the meeting minutes free of charge during the office hours of the Bank If any shareholder asks for Deleted copies of relevant meeting minutes, the Bank shall send out the said copies within seven days after receipt of reasonable expenses Article 134 The Board of the Bank shall engage a Article 120 The Board of the Bank shall engage a qualified lawyer to attend the Shareholders’ general qualified lawyer to attend the Shareholders’ general meeting and provide opinions on the following meeting and provide opinions on the following issues: issues: (I) whether the procedures for convening and (I) whether the procedures for convening and holding the Shareholders’ general meeting comply holding the Shareholders’ general meeting comply with the laws and regulations and these Articles; with the laws and regulations and these Articles; (II) whether the qualifications of the attendees are (II) whether the qualifications of the attendees and lawful and valid; the convener are lawful and valid; (III) whether the shareholders making new proposals (III) whether the shareholders making new proposals at the Shareholders’ general meeting are eligible to at the Shareholders’ general meeting are eligible to do so; do so; ( IV) whe ther the vo t ing p rocedures o f the (IV) whether the voting procedures and the voting Shareholders’ general meeting are legal and valid; results of the Shareholders’ general meeting are legal and valid; (V) whether the resolutions of the Shareholders’ general meeting are legal; and (V) whether the resolutions of the Shareholders’ general meeting are legal; and (VI) legal opinions on other issues upon request by the Bank (VI) legal opinions on other issues upon request by the Bank The Board of the Bank may also engage a notary to attend the Shareholders’ general meeting The Board of the Bank may also engage a notary to attend the Shareholders’ general meeting 55 2022 Amended Articles 2025 Proposed Amended Articles A r t i c l e 1 4 2 A p a r t f r o m o t h e r c l a s s e s o f A r t i c l e 1 2 8 A p a r t f r o m o t h e r c l a s s e s o f Shareholders, the holders of Domestic Shares and S h a r e h o l d e r s , t h e h o l d e r s o f D o m e s t i c overseas listed foreign shares are deemed to be SharesShareholders holding domestic unlisted Shareholders of different classes shares of the Bank and overseas listed foreign sharesholders of H Shares are deemed to be The special procedures for voting by a class Shareholders of different classes Shareholder shall not apply in the following circumstances: The special procedures for voting by a class Shareholder shall not apply in the following (I) upon the approval by way of a special resolution circumstances: passed by a Shareholders’ general meeting, the Bank independently or simultaneously issues Domestic (I) upon the approval by way of a special resolution Shares and/or overseas listed foreign shares every passed by a Shareholders’ general meeting, the Bank 12 months, provided that the amount of each class independently or simultaneously issues Domestic of shares intended to be issued is not more than 20% Shares and/or overseas l is ted foreign shares of the outstanding shares of the respective class; domestic unlisted shares and H Shares every 12 months, provided that the amount of each class of (II) the Bank more than issuing Domestic Shares shares intended to be issued is not more than 20% of and overseas listed foreign shares at the time of the outstanding shares of the respective class; incorporation, which is completed within 15 months upon the date of approval from the securities (II) the Bank’s plan on issuing Domestic Shares and regulatory authorities of the State Council; and overseas listed foreign shares domestic unlisted shares and H Shares at the time of incorporation, (III) the relevant authorities such as the securities which is completed within 15 months upon the date regulatory authorities of the State Council have of approval from the securities regulatory authorities given approval for unlisted shares held by holders of of the State Council; and Domestic Shares of the Bank to be transferred into overseas listed shares and to be listed and traded in (III) upon filing with the relevant authorities such overseas stock exchanges as the securities regulatory authorities of the State Council have given approval for unlisted shares held by holders of Domestic Shares of the Bank to be transferred, Shareholders of domestic unlisted shares will transfer the unlisted shares into overseas listed shares and to be listed and traded in overseas stock exchanges Article 143 The directors of the Bank shall be elected at the Shareholders’ general meeting Deleted Directors need not hold any shares of the Bank 56 2022 Amended Articles 2025 Proposed Amended Articles Article 144 Directors shall be elected or replaced Article 129 Directors shall be elected or replaced at the Shareholders’ general meeting and shall at the Shareholders’ general meeting Employee each serve a term of three years, which shall be directors shall be democratically elected or calculated from the date upon which the relevant replaced by the Bank’s employees at the employee resolution is passed at the Shareholders’ general representative meeting meeting, and they shall not perform their duties until their qualifications are approved by the regulatory Directors shall each serve a term of three years, authorities A director may seek re-election upon which shall be calculated from the date upon which expiry of the said term the relevant resolution is passed at the Shareholders’ general meeting, and they shall not perform their A written notice of the intention to nominate a duties until their qualifications are approved by director candidate and a notice in writing by that the regulatory authorities A director and may candidate indicating his/her acceptance of such seek re-election upon expiry of the said term nomination shall be given to the Bank seven days Directors shall obtain approval from the banking before the date of the Shareholders’ general meeting regulatory authorities of the State Council or report in accordance with the laws and A Shareholders’ general meeting may dismiss any regulations, as specified in the relevant provisions director within his/her term of office by an ordinary of the banking regulatory authorities of the State resolution provided that the relevant laws and Council The term of directors shall be calculated regulations are observed (however, the claim for from the date of the approval of the banking compensation by the director under any contract regulatory authorities of the State Council For shall not be affected) directors whose qualifications do not require approval according to relevant regulations and A director shall continue to perform his/her duties directors who are re-elected upon expiry of their as a director in accordance with the laws and term, their term shall be calculated from the date regulations and these Articles until a duly reelected of election director takes office, if re-election is not conducted in a timely manner upon the expiry of his/her term A written notice of the intention to nominate a of office, resulting in the number of directors being director candidate and a notice in writing by that less than the quorum or if the resignation of the candidate indicating his/her acceptance of such director within his/her term of office affects the nomination shall be given to the Bank seven days normal operation of the Bank before the date of the Shareholders’ general meeting A Shareholders’ general meeting may dismiss any director within his/her term of office by an ordinary resolution provided that the relevant laws and regulations are observed (however, the claim for compensation by the director under any contract shall not be affected) A director shall continue to perform his/her duties as a director in accordance with the laws and regulations and these Articles until a duly reelected director takes office, if re-election is not conducted in a timely manner upon the expiry of his/her term of office, resulting in the number of directors being less than the quorum or if the resignation of the director within his/her term of office affects the normal operation of the Bank 57 2022 Amended Articles 2025 Proposed Amended Articles Article 145 Directors of the Bank shall perform the following duties or obligations: (I) They shall pay continuous attention to the operations and management of the Bank, and are entitled to require the senior management to provide relevant materials reflecting the Bank’s operations and management in a comprehensive, timely and accurate manner or to make explanations on relevant issues; (II) They shall attend the Board meetings on time, fully examine the matters considered by the Board, express opinions independently, p r o f e s s i o n a l l y a n d o b j e c t i v e l y , a n d v o t e independently on the basis of prudent judgment; (III) They shall be liable for the resolutions of the Board; (IV) They shall supervise the implementation of the resolutions of the Shareholders’ general meeting and the Board by the senior management; Deleted (V) They shall actively participate in training organized by the Bank and regulatory authorities, understand the rights and obligations of directors, be familiar with relevant laws, regulations and regulatory provisions, and maintain the professional knowledge and capabilities required for performing their duties; (VI) They shall be accountable to the Bank and all shareholders, and treat all shareholders fairly when performing duties; (VII) They shall observe a high standard of code of professional ethics and take into account the legitimate rights and interests of stakeholders; (VIII) They shall fulfill the duty of loyalty and duty of diligence to the Bank, perform duties with due diligence and prudence, and ensure that they have sufficient time and energy to perform their duties; (IX) They shall observe laws and regulations, regulatory provisions and these Articles 58 2022 Amended Articles 2025 Proposed Amended Articles Article 149 A director may resign before his/her Article 133 A director may resign before his/her term of office expires In resigning his/her duties, term of office expires In resigning his/her duties, a director shall tender a written resignation to the a director shall tender a written resignation to the Board Board If no re-election is carried out in time upon the If no re-election is carried out in time upon the expiration of the term of office of a director, or expiration of the term of office of a director, or the director resigns during his/her term of office the director resigns during his/her term of office resulting in the number of the Board members resulting in the number of the Board members lower than the minimum number specified in the lower than the minimum number specified in the Company Law or two-thirds of the number specified Company Law or two-thirds of the number specified in the Articles of Association, the said director shall in the Articles of Association, the said director shall continue fulfilling the duties as a director until a continue fulfilling the duties as a director until a new director takes office The resignation report new director takes office The resignation report of the director shall not become effective until the of the director shall not become effective until the vacancy caused by his/her resignation is filled by vacancy caused by his/her resignation is filled by the next director the next director Save as provided in the preceding paragraph, a Save as provided in the preceding paragraph, a director’s resignation shall be effective when his/her director’s resignation shall be effective when his/her resignation report is served to the Board resignation report is served to the Board When the number of the Board members falls When the number of the Board members falls short of the minimum number specified in the short of the minimum number specified in the Company Law or the minimum number required Company Law or the minimum number required for voting by the Board due to the removal by the for voting by the Board due to the removal by the Shareholders’ general meeting or death of directors, Shareholders’ general meeting or death of directors, resignation of independent directors due to the loss resignation of independent directors due to the loss of independence, or other circumstances where they of independence, or other circumstances where they cannot perform their duties as directors, the powers cannot perform their duties as directors, the powers and functions of the Board shall be exercised by the and functions of the Board shall be exercised by the Shareholders’ general meeting until the number of Shareholders’ general meeting until the number of directors meets the requirements directors meets the requirements Article 134 The Shareholders’ general meeting may resolve to remove a director, and such removal sha l l take e f fec t on the date o f resolution Where a director is removed before Newly Added the expiration of his/her term of office without a valid reason, such director may request compensation from the Bank Such removal shall also be without prejudice to any claim which such director may have under any contract 59 2022 Amended Articles 2025 Proposed Amended Articles Article 154 The Bank shall buy liability insurance Article 139 The Bank shall may buy liability for directors, but any liability caused by directors in insurance for directors during their term of office violation of laws and regulations and these Articles against liability for damages incurred during shall not be included the performance of their duties, but any liability caused by directors in violation of laws and regulations and these Articles shall not be included After the purchase or renewal of directors’ liability insurance by the Bank, the Board shall report the amount, the scope of coverage and the insurance premium rate of liability insurance to the Shareholders’ general meeting Article 156 Independent directors of the Bank are Article 141 Independent directors of the Bank directors who do not hold any positions in the Bank are directors who do not hold any positions in other than directorship and do not maintain with the the Bank other than directorship and do not Bank and its shareholders or de facto controllers maintain with the Bank and its shareholders or a connection which may possibly hamper their de facto controllers a connection which may independent and objective judgments of the Bank’s possibly hamper their independent and objective affairs Independent directors shall account for at judgments of the Bank’s affairs There shall be least one third of members of the Board of Directors no less than three Independent independent At least one of independent directors shall have directors, who shall account for at least one third appropriate professional qualifications under the of members of the Board of Directors At least one Hong Kong Listing Rules or appropriate accounting of independent directors shall have appropriate or related financial management expertise, and at professional qualifications under the Hong Kong least one of independent directors shall reside in Listing Rules or appropriate accounting or related Hong Kong financial management expertise, and at least one of independent directors shall reside in Hong Kong 60 2022 Amended Articles 2025 Proposed Amended Articles Article 158 The provisions of these Articles on Article 143 The provisions of these Articles on qualifications of directors shall apply to independent qualifications of directors shall apply to independent directors In addition, an independent director shall directors In addition, an independent director shall not be involved in the following circumstances: not be involved in the following circumstances: (V) The entities in which a person or his/her close (V) The entities in which a person or his/her close relatives hold positions have business connections relatives hold positions have business connections or debtor-creditor relationship with the Bank in or debtor-creditor relationship with the Bank in such aspects as legal, accounting, auditing and such aspects as legal, accounting, auditing and management consulting and guarantee cooperation, management consulting and guarantee cooperation, thereby affecting the independence of his/her thereby affecting the independence of his/her performance of duties; performance of duties; (VI) A person or his/her close relatives may be (VI) A person or his/her close relatives may controlled or materially influenced by the Bank’s be controlled or materially influenced by the major shareholders or senior management, thereby Bank’s major substantial shareholders or senior affecting the independence of his/her performance management, thereby affecting the independence of of duties; and his/her performance of duties; and Article 163 An independent director shall be Article 148 An independent director shall be nominated, elected and replaced in accordance with nominated, elected and replaced in accordance with laws, regulations, these Articles and the following laws, regulations, these Articles and the following provisions: provisions: (I) Independent directors of the Bank shall be (I) Independent directors of the Bank shall be nominated by the nomination and remuneration nominated by the nomination and remuneration committee of the Board, shareholders individually committee of the Board, shareholders individually or jointly holding more than 1% of the Bank’s or jointly holding more than 1% of the Bank’s issued shares with voting rights and the Board of issued shares with voting rights and the Board Supervisors and shall be elected by the Shareholders’ of Supervisors and shal l be e lec ted by the general meeting; Shareholders’ general meeting; 61 2022 Amended Articles 2025 Proposed Amended Articles (II) The nominator of an independent director (II) The nominator of an independent director candidate shall obtain the nominee’s consent prior candidate shall obtain the nominee’s consent prior to the nomination, and shall be fully aware of to the nomination, and shall be fully aware of such particulars of the nominee in terms of his/her such particulars of the nominee in terms of his/her occupation, academic qualification, professional occupation, academic qualification, professional title, detailed work experience and all information title, detailed work experience and all information regarding his/her positions held concurrently and regarding his/her positions held concurrently and provide opinions on the nominee’s qualification provide opinions on the nominee’s qualification as an independent director and independence as an independent director and independence The nominee shall make an announcement stating The nominee shall make an announcement stating that there exists no relationship between the that there exists no relationship between the Bank and him/her that affects his/her independent Bank and him/her that affects his/her independent and objective judgment The nomination and and objective judgment The nomination and remuneration committee of the Board shall conduct remuneration committee of the Board shall conduct qual i f ica t ion examinat ion on the nominated qual i f icat ion examinat ion on the nominated independent directors, with examination focused on independent directors, with examination focused on independence, professional knowledge, experience independence, professional knowledge, experience and ability Before taking office, independent and ability Before taking office, independent directors shall make a statement to the Board to directors shall make a statement to the Board to ensure that they have sufficient time and energy ensure that they have sufficient time and energy to to perform their duties and undertake to perform perform their duties and undertake to perform duties duties diligently Before the Shareholders’ general diligently Before the Shareholders’ general meeting meeting is convened for election of independent is convened for election of independent Directors, Directors, the Board of the Bank shall disclose the the Board of the Bank shall disclose the above above information to the shareholders; information to the shareholders; (III) After the Shareholders’ general meeting is (III) After the Shareholders’ general meeting is convened and adopts the proposal on election of convened and adopts the proposal on election of independent directors, the Bank shall submit the independent directors, the Bank shall submit the relevant information of all candidates to the CBIRC relevant information of all candidates to the CBIRC and other relevant regulatory authorities If the banking regulatory authorities of the State Board of the Bank has any dissenting opinions on Council and other relevant regulatory authorities If the particulars of the nominees, the written opinions the Board of the Bank has any dissenting opinions of the Board shall also be submitted on the particulars of the nominees, the written opinions of the Board shall also be submitted If the relevant regulatory authorities have dissenting opinions on the nomination or qualification of any If the relevant regulatory authorities have dissenting nominee, the said nominee shall not be included as opinions on the nomination or qualification of any independent director candidate; and nominee, the said nominee shall not be included as independent director candidate; and (IV) The term of office of independent directors is the same as that of other directors An independent (IV) The term of office of independent directors is director shall serve a term of at most six years in the the same as that of other directors An independent Bank director shall serve a term of at most six years in the Bank 62 2022 Amended Articles 2025 Proposed Amended Articles Article 164 The Board shal l propose to the S h a r e h o l d e r s ’ g e n e r a l m e e t i n g t o r e m o v e any director involved in any of the following circumstances: (I) Failure to meet the qualifications for an independent director due to change in position and failure to submit the resignation; (II) Failure to attend in person at least two thirds of the on-site Board meetings in a year; and (III) Other circumstances where an independent director shall not serve as or is no longer fit for independent director according to laws, regulations or these Articles A proposal made by the Board of Supervisors for dismissal of an independent director shall be approved by more than two thirds of the supervisors by voting before it is submitted to the Shareholders’ general meeting for consideration An independent director may make a statement Deleted and defense to the Board or Board of Supervisors before the aforesaid proposal is submitted to the Shareholders’ general meeting The Board of Supervisors shall convene a provisional meeting to listen to the statement and defense of the independent director before convening of the Shareholders’ general meeting To propose to the Shareholders’ general meeting to dismiss an independent director, the Board of Supervisors shall report to the CBIRC and other relevant regulatory authorities and send a notice to the related independent director one month before convening of the Shareholders’ general meeting The notice shall contain all the contents of the proposal The related independent director shall have the right to state opinions in oral or written form before voting at the Shareholders’ general meeting and have the right to submit the said opinions to CBIRC five days before convening of the Shareholders’ general meeting The Shareholders’ general meeting shall consider the opinions stated by the independent director according to laws before voting 63 2022 Amended Articles 2025 Proposed Amended Articles Article 176 The Board of the Bank shall consist Article 160 The Board of the Bank shall consist of executive directors and non-executive directors of executive directors and non-executive directors ( including independent directors) Executive ( including independent directors) Executive directors refer to chairman and directors who also directors refer to chairman and directors who also hold positions as senior management members in hold positions as senior management members in addition to serving as a director of the Bank Non- addition to serving as a director of the Bank Non- executive directors refer to directors who do not executive directors refer to directors who do not hold any position other than a director in the Bank hold any position other than a director in the Bank and does not assume the responsibilities of senior and does not assume the responsibilities of senior management members The Board consists of 18 management members The Board of the Bank directors, including four executive directors and consists of 21 18 directors, including executive six independent directors The Bank shall have one directors and non-executive directors (including chairman and one vice chairman The chairman independent directors): three four executive and vice chairmen shall be elected and dismissed directors and 18 non-executive directors (including by more than half of all the directors The vice seven six independent directors) The Board shall chairman shall assist the chairman in performing include one employee director, who shall not his/her duties concurrently serve as a senior management member The total number of executive directors and employee director shall not exceed one-half of the total number of members of the Board The Bank shall have one chairman and one vice chairman The chairman and vice chairmen shall be elected and dismissed by more than half of all the directors The vice chairman shall assist the chairman in performing his/her duties Article 177 The Board shall undertake final Article 161 The Board shall undertake final responsibility of operation and management of responsibility of operation and management of the Bank The Board shall exercise the following the Bank The Board shall exercise the following functions and powers: functions and powers: (I) to convene Shareholders’ general meetings and (I) to convene Shareholders’ general meetings and report on its work to the Shareholders’ general report on its work to the Shareholders’ general meetings; meetings; (II) to implement resolutions of the Shareholders’ (II) to implement resolutions of the Shareholders’ general meetings; general meetings; (III) to formulate the Bank’s operat ion and (III) to formulate the Bank’s operat ion and development strategies and medium-term and development strategies and medium-term and long- term development p lans and supervise long- term development p lans and supervise implementation of the strategies; implementation of the strategies; 64 2022 Amended Articles 2025 Proposed Amended Articles (IV) to appoint or dismiss the president and the (IV) to appoint or dismiss the president and the secretary to the Board of Directors of the Bank in secretary to the Board of Directors of the Bank in accordance with regulatory provisions; to appoint accordance with regulatory provisions; to appoint or dismiss senior management members such as the or dismiss senior management members such as the vice president, the chief financial officer and the vice president, the chief financial officer, and the chief risk management officer and general counsel chief risk management officer, chief compliance of the Bank as proposed by the president; and to officer, chief information officer and general determine remunerations, rewards and punishments counsel of the Bank as proposed by the president; of the aforesaid persons; and to determine remunerations, rewards and punishments of the aforesaid persons; (V) to formulate proposals for any amendment to the Articles a n d formulate the rules of procedure (V) to formulate proposals for any amendment to of the Shareholders’ general meeting and the rules the Articles a n d formulate the rules of procedure of procedure of the Board, and review and approve of the Shareholders’ general meeting and the rules the working rules of the special committees of the of procedure of the Board, and review and approve Board of Directors; the working rules of the special committees of the Board of Directors; (VI) to evaluate and improve the corporate governance of the Bank on a regular basis; (VI) to evaluate and improve the corporate governance of the Bank on a regular basis; (VII) to formulate the capital planning of the Bank, and take ultimate responsibility for capital (VII) to formulate the capital planning of the management; Bank, and take ultimate responsibility for capital management; (VIII) to formulate the listing or other fund raising and capital supplement plans of the Bank; (VIII) to formulate the listing or other fund raising and capital supplement plans of the Bank; (IX) to formulate plans for the use of funds raised by the Bank; (IX) to formulate plans for the use of funds raised by the Bank; (X) to formulate proposals concerning an increase or reduction in the registered capital and the issuance (X) to formulate proposals concerning an increase or of any class of shares, warrants and other similar reduction in the registered capital and the issuance securities of the Bank; of any class of shares, warrants and other similar securities of the Bank; (XI) to formulate proposals for material acquisitions of the Bank, and the repurchase of shares of the (XI) to formulate proposals for material acquisitions Bank; of the Bank, and the repurchase of shares of the Bank; (XII) to formulate the equity incentive plans of the Bank; (XII) to formulate the equity incentive plans of the Bank; (XIII) to review and approve material changes in shareholding of the Bank; (XIII) to review and approve material changes in shareholding of the Bank; 65 2022 Amended Articles 2025 Proposed Amended Articles (XIV) to formula te p roposa ls fo r f inanc ia l (XIII) to formula te proposals for f inancia l restructuring, merger, division, and dissolution and restructuring, merger, division, and dissolution and alteration on the corporate form of the Bank; alteration on the corporate form of the Bank; (XV) to formulate proposals for the issuance of (XIV) to formulate proposals for the issuance of bonds of the Bank; bonds of the Bank; (XVI) to decide on operational plans and investment (XV) to decide on operational plans and investment proposals of the Bank; proposals of the Bank; (XVII) to formulate annual financial budget plans, (XVI) to formulate annual financial budget plans, final account plans and risk capital allocation plans final account plans and risk capital allocation plans of the Bank; of the Bank; (XVIII) to formulate profit distribution plans and (XVII) to formulate profit distribution plans and loss recovery plans of the Bank; loss recovery plans of the Bank; (XIX) to formulate the major investment and major (XVIII) to formulate the major investment and asset disposal plans of the Bank; major asset disposal plans of the Bank; (XX) to review and approve external investments, (XIX) to review and approve external investments, acquisition of assets, asset disposal and write-off, acquisition of assets, asset disposal and write-off, asset mortgage, external guarantees, related party asset mortgage, external guarantees, related party transactions, data governance, etc in accordance transactions, data governance, etc in accordance with laws and regulations, regulatory provisions and with laws and regulations, regulatory provisions the Articles of Association; and the Articles of Association within the scope of business of the Bank; (XXI) to approve material related party transactions of the Bank as approved by the Related Party (XX) to approve external investments, purchase Transactions Control Committee of the Board in and disposal of assets, and external guarantees advance; beyond the scope of business of the Bank and not requiring approval at the Shareholders’ general (XXII) to propose to the Shareholders’ general meeting; meeting to engage or dismiss the accounting firm responsible for the regular statutory auditing of the (XXI) to review and approve material related party Bank’s financial reports; transactions of the Bank as approved by the Related Party Transactions Control Committee of the Board (XXIII) to be responsible for the Bank’s information in advance, as well as related party transactions disclosure, consider the Bank’s annual reports, and between directors, senior management members, bear the ultimate responsibility for the truthfulness, and their related parties and the Bank; accuracy, integrity and timeliness of the Bank’s accounting and financial reports; (XXII) to propose to the Shareholders’ general meeting to engage or dismiss the accounting firm responsible for the regular statutory auditing of the Bank’s financial reports; 66 2022 Amended Articles 2025 Proposed Amended Articles (XXIV) to work out professional norms and value (XXIII) to be responsible for the Bank’s information criteria for the Board and the senior management to disclosure, consider the Bank’s annual reports, and observe and the Bank’s basic management system; bear the ultimate responsibility for the truthfulness, accuracy, integrity and timeliness of the Bank’s (XXV) to formulate the r isk tolerance, r isk accounting and financial reports; management and internal control policies and capital management policies, and take the ultimate (XXIV) to work out professional norms and value responsibility for overall risk management of the criteria for the Board and the senior management to Bank; observe and the Bank’s basic management system; ( X X V I ) t o d e t e r m i n e t h e o v e r a l l p l a n o f (XXV) to formulate the r isk tolerance, r isk remuneration for employees of the Bank; management and internal control policies and capital management policies, and take the ultimate (XXVII) to determine the operating performance responsibility for overall risk management of the evaluation indicators and performance evaluation Bank; policies of the Bank; ( X X V I ) t o d e t e r m i n e t h e o v e r a l l p l a n o f (XXVIII) to decide on the setup of internal remuneration for employees of the Bank; management institutions, domestic tier-one branches and overseas branches (offices) of the Bank; (XXVII) to determine the operating performance evaluation indicators and performance evaluation (XXIX) to listen to the work reports of senior policies of the Bank; management, supervise the duty performance of senior management members and ensure the senior (XXVIII) to decide on the setup of internal management members’ effective performance of management institutions, domestic tier-one branches management duties; and overseas branches (offices) of the Bank; (XXX) to report the regulatory opinions of the (XXIX) to listen to the work reports of senior CBIRC on the Bank and informat ion about management, supervise the duty performance of rectification made by the Bank; senior management members and ensure the senior management members’ effective performance of (XXXI) to safeguard the legitimate rights and management duties; in te res t s o f f inanc ia l consumers and o the r stakeholders; (XXX) to report the regulatory opinions of the CBIRC banking regulatory authorities of the (XXXII) to establish an identification, review and State Council on the Bank and information about management mechanism for the conflict of interests rectification made by the Bank; between the Bank and the Shareholders, especially substantial shareholders; 67 2022 Amended Articles 2025 Proposed Amended Articles ( X X X I I I ) t o u n d e r t a k e t h e m a n a g e m e n t (XXXI) to safeguard the legitimate rights and responsibility of shareholders’ affairs; and in te res t s o f f inanc ia l consumers and o the r stakeholders; (XXXIV) to exercise other functions and powers stipulated by laws, regulations and these Articles, (XXXII) to establish an identification, review and and granted by the Shareholders’ general meetings management mechanism for the conflict of interests between the Bank and the Shareholders, especially The funct ions and powers of the Board are substantial shareholders; collectively performed by the Board In principle, the functions and powers of the Board of Directors ( X X X I I I ) t o u n d e r t a k e t h e m a n a g e m e n t stipulated in the Company Law shall not be responsibility of shareholders’ affairs; and delegated to the chairman of the Board, directors, other institutions or individuals to perform If it (XXXIV) to exercise other functions and powers is indeed necessary to authorize certain specific stipulated by laws, regulations and these Articles, matters to be decided on, it shall be carried out and granted by the Shareholders’ general meetings in accordance with the law through resolutions of the Board of Directors Authorization shall be The funct ions and powers of the Board are granted on a case-by-case basis, and the functions collectively performed by the Board In principle, and powers of the Board of Directors shall not the functions and powers of the Board of Directors be generally or permanently delegated to other stipulated in the Company Law shall not be institutions or individuals to perform delegated to the chairman of the Board, directors, other institutions or individuals to perform If it is indeed necessary to authorize certain specific matters to be decided on, it shall be carried out in accordance with the law through resolutions of the Board of Directors Authorization shall be granted on a case-by-case basis, and the functions and powers of the Board of Directors shall not be generally or permanently delegated to other institutions or individuals to perform 68 2022 Amended Articles 2025 Proposed Amended Articles Article 180 The Board shall determine the authority Article 164 The Board shall determine the authority for other external investments, purchase and sale for other external investments, purchase and sale of assets, external guarantees beyond the scope of disposal of assets, external guarantees beyond business of the Bank, and set strict examination and the scope of business of the Bank and within the decision-making procedures terms of reference of the Board, and set strict examination and decision-making procedures The president shall be responsible for purchase and disposal of the fixed assets involved in daily The president shall be responsible for purchase operation activities according to the items and quota and disposal of the fixed assets involved in daily approved in the annual budget Any item which is operation activities according to the items and quota beyond the approved budget and is subject to quota approved in the annual budget Any item which is provisions without detailed contents shall be dealt beyond the approved budget and is subject to quota with as follows: provisions without detailed contents shall be dealt with as follows: (I) any single amount below RMB40 million (inclusive) shall be approved by the president and (I) any single amount below RMB40 million reported to the Board for filing (inclusive) shall be approved by the president and reported to the Board for filing (II) any single amount above RMB40 million (exclusive) and below RMB100 million (inclusive) (II) any single amount above RMB40 million shall be reported to the chairman for approval and to (exclusive) and below RMB100 million (inclusive) the Board for filing after auditing by the audit and shall be reported to the chairman for approval and consumer rights protection committee authorized by to the Board for filing after auditing by the audit the Board and consumer rights protection committeeAudit and Consumer Rights Protection Committee (III) any single amount above RMB100 million authorized by the Board (exclusive) and below 20% (inclusive) of the latest audited net asset value of the Bank shall be (III) any single amount above RMB100 million approved by the Board upon resolution (exclusive) and below 20% (inclusive) of the latest audited net asset value of the Bank shall be (IV) any single amount above 20% (exclusive) of approved by the Board upon resolution the latest audited net asset value of the Bank shall be approved by the Shareholders’ general meeting (IV) any single amount above 20% (exclusive) of the latest audited net asset value of the Bank shall Purchase or disposal of the same or relevant assets be approved by the Shareholders’ general meeting by the Bank by batches in 12 consecutive months shall be calculated on a cumulative basis Purchase or disposal of the same or relevant assets by the Bank by batches in 12 consecutive months shall be calculated on a cumulative basis 69 2022 Amended Articles 2025 Proposed Amended Articles Article 183 The chairman shall exercise the Article 167 The chairman shall exercise the following functions and powers: following functions and powers: (I) to preside over Shareholders’ general meetings, (I) to preside over Shareholders’ general meetings, and to convene and preside over Board meetings; and to convene and preside over Board meetings; (II) to supervise and examine the implementation of (II) to supervise and examine the implementation of the Board resolutions; the Board resolutions; (III) to exercise the functions and powers as legal (III) to exercise the functions and powers as legal representative; representative; (IV) to sign share certificates, bonds and other (IV) to sign share certificates, bonds and other securities of the Bank; securities of the Bank; (V) to nominate to the Board the president of the (V) to nominate to the Board the president of the Bank and secretary to the Board; Bank and secretary to the Board; (VI) to sign important documents of the Board and (VI) to sign important documents of the Board and other documents which shall be signed by the legal other documents which shall be signed by the legal representative of the Bank; representative of the Bank; (VII) to lead the formulation or drafting of various (VII) to lead the formulation or drafting of various plans that shall be submitted by the Board to the plans that shall be submitted by the Board to the Shareholders’ general meeting; Shareholders’ general meeting; (VIII) to lead the drafting or preparation of various (VIII) to lead the drafting or preparation of various reports that shall be submitted by the Board to the reports that shall be submitted by the Board to the Shareholders’ general meeting; Shareholders’ general meeting; (IX) to manage the Bank’s information disclosure (IX) to manage the Bank’s information disclosure matters; matters; (X) to listen to the work report of the president (X) to listen to the work report of the president and examine the work of the president and other and examine the work of the president and other senior management members, and ensure the senior senior management members, and ensure the senior management members’ effective performance of management members’ effective performance of management duties; management duties; 70 2022 Amended Articles 2025 Proposed Amended Articles (XI) in the event of any severe natural disaster or (XI) in the event of any severe natural disaster or any other force majeure event, to exercise his/her any other force majeure event, to exercise his/her special power of disposition in relation to the Bank’s special power of disposition in relation to the Bank’s affairs in the Bank’s interests and in compliance affairs in the Bank’s interests and in compliance with the relevant laws and regulations, subsequently with the relevant laws and regulations, subsequently report such disposition to the Board and the report such disposition to the Board and the Shareholders’ general meeting of the Bank, and Shareholders’ general meeting of the Bank, and pursue the responsibility according to procedures pursue the responsibility according to procedures if such disposition falls within the functions and if such disposition falls within the functions and powers of the Board or the Shareholders’ general powers of the Board or the Shareholders’ general meeting; and meeting; and (XII) to exercise other functions and powers (XII) to exercise other functions and powers conferred by the Board conferred by the Board Article 184 Where the chairman cannot or fails to Article 168 Where the chairman cannot or fails fulfil the duty thereof, the director jointly elected to fulfil the duty thereof, the vice chairman shall by more than half of the directors may fulfil the fulfil the said duty; where the vice chairman said duty If the position of chairman is temporarily cannot or fails to fulfil the said duty, the director vacant due to pending approval for qualifications jointly elected by more than half of the directors of the new chairman or other reasons, the Bank may fulfil the said duty shall designate a person with relevant qualifications to act on behalf of the chairman and report to the If the position of chairman is temporarily vacant due qualification examination and decision authority to pending approval for qualifications of the new within three days after the designation The period chairman or other reasons, the Bank shall designate for acting on behalf of the chairman shall not exceed a person with relevant qualifications to act on behalf six months of the chairman and report to the qualification examination and decision authority within three days after the designation The period for acting on behalf of the chairman shall not exceed six months Article 185 The Board meetings are divided into Article 169 The Board meetings are divided into regular meetings and provisional meetings Regular regular meetings and provisional meetings Regular meetings shall be held at least four times a year meetings shall be held at least four times a year and the chairman shall convene the meeting All and the chairman shall convene the meeting All the Directors shall be notified in writing to attend the Directors shall be notified in writing to attend the meeting, and all the Supervisors shall be the meeting, and all the Supervisors shall be notified to be present at the meeting 14 days before notified to be present at the meeting 14 days before the meeting The meeting agenda and relevant the meeting The meeting agenda and relevant documents shall be served seven days before the documents shall be served seven days before the meeting meeting 71 2022 Amended Articles 2025 Proposed Amended Articles Article 186 In any of the following circumstances, Article 170 In any of the following circumstances, the chairman shall convene a provisional Board the chairman shall convene a provisional Board meeting within five workdays: meeting within five workdays: (I) It is deemed necessary by the chairman; (I) It is deemed necessary by the chairman; (II) Shareholders who individually or jointly hold (II) Shareholders who individually or jointly hold more than 10% of the Bank’s shares with voting more than 10% of the Bank’s shares with voting rights make a proposal in writing; rights make a proposal in writing; (III) It is jointly proposed by more than one third of (III) It is jointly proposed by more than one third of the directors; the directors; (IV) It is proposed by more than two of the (IV) It is proposed by more than two of the independent directors; independent directors; (V) It is proposed by the Board of Supervisors; (V) It is proposed by the Board of Supervisors Audit and Consumer Rights Protection Committee; (VI) It is proposed by the president of the Bank; and (VI) It is proposed by the president of the Bank; and (VII) Other circumstances stipulated by the relevant laws and regulations and these Articles (VII) Other circumstances stipulated by the relevant laws and regulations and these Articles Article 190 Any decision made by the Board of the Article 174 Any decision made by the Board of the Bank on the following matters shall be subject to Bank on the following matters shall be subject to consideration and approval by more than two thirds consideration and approval by more than two thirds of all the directors: of all the directors: (I) appointment or dismissal of the Bank’s president (I) appointment or dismissal of the Bank’s president and secretary to the Board, and appointment or and secretary to the Board, and appointment or dismissal of the Bank’s senior management members dismissal of the Bank’s senior management members such as vice president, chief financial officer, chief such as vice president, chief financial officer, chief risk management officer and general counsel as risk management officer, chief compliance officer, nominated by the president, and determination of chief information officer and general counsel as remunerations, rewards and punishments for the nominated by the president, and determination of aforesaid persons; remunerations, rewards and punishments for the aforesaid persons; (II) plan for amendment to these Articles; (II) plan for amendment to these Articles; (III) plan for listing of the Bank on any stock exchange or o ther fund ra is ing and capi ta l (III) plan for listing of the Bank on any stock supplement plans; exchange or o ther fund ra is ing and capi ta l supplement plans; (IV) plans for use of funds raised by the Bank; (IV) plans for use of funds raised by the Bank; 72 2022 Amended Articles 2025 Proposed Amended Articles (V) plans for increase or decrease of the registered (V) plans for increase or decrease of the registered capital of the Bank and issuance of shares of any capital of the Bank and issuance of shares of any class, warrants and other similar securities; class, warrants and other similar securities; (VI) plans for issuance of bonds of the Bank; (VI) plans for issuance of bonds of the Bank; (VII) plans for material acquisitions, repurchase of (VII) plans for material acquisitions, repurchase of shares of the Bank; shares of the Bank; (VIII) equity incentive plans of the Bank; (VIII) equity incentive plans of the Bank; (IX) plans for material equity changes, financial (IX) plans for material equity changes, financial restructuring, merger, division, dissolution and restructuring, merger, division, dissolution and alteration on the corporate form of the Bank; alteration on the corporate form of the Bank; (X) risk capital distribution plans, profit distribution (X) risk capital distribution plans, profit distribution plans, loss recovery plans and remuneration plans of plans, loss recovery plans and remuneration plans of the Bank; the Bank; (XI) major investment and major asset disposal (XI) major investment and major asset disposal plans of the Bank; plans of the Bank; (XII) other external investments, purchase and sale (XII) other external investments, purchase and sale of assets and external guarantees of the Bank beyond disposal of assets and external guarantees of the the Bank’s operations within the range authorized Bank not subject to examination and approval by the Shareholders’ general meeting; and from the Shareholders’ general meeting and beyond the Bank’s operations within the range (XI I I ) app rova l f o r ma te r i a l r e l a t ed pa r ty authorized by the Shareholders’ general meeting; transactions as approved by the related party and transactions control committee of the Board in advance (XIII) examination and approval for material re la ted par ty t ransact ions as examined and Important matters such as profit distribution plans, approved by the related party transactions control remunerations plans, major investment and major committee of the Board in advance and related asset disposal plans, appointment or dismissal of party transactions between the directors, senior senior management members, capital supplement management members and their related parties plans of the Bank shall not be voted by written and the Bank resolutions Important matters such as profit distribution plans, remunerations plans, major investment and major asset disposal plans, appointment or dismissal of senior management members, capital supplement plans of the Bank shall not be voted by written resolutions 73 2022 Amended Articles 2025 Proposed Amended Articles Material related party transactions must be approved Material related party transactions and related by more than two-thirds of the non-related directors, party transactions between the directors, senior and if the number of non-related directors attending management members and their related parties Board meetings is less than three, it shall be and the Bank must be approved by more than two- submitted to the Shareholders’ general meetings for thirds of the non-related directors, and if the number consideration of non-related directors attending Board meetings is less than three, it shall be submitted to the Save as otherwise specified in these Articles, the Shareholders’ general meetings for consideration matters other than those in Paragraph 1 of this article shall be approved by more than half of the Save as otherwise specified in these Articles, the directors upon consideration matters other than those in Paragraph 1 of this article shall be approved by more than half of the directors upon consideration Article 192 For the disposal of fixed assets by the Board, if the aggregate of the expected value of the fixed assets proposed to be disposed of and the value of the fixed assets which had been disposed of within four months preceding such proposal for disposal exceeds 33% of the fixed assets value shown in the most recent balance sheet reviewed at a Shareholders’ general meeting, the Board shall not dispose of or approve the disposal of such fixed assets without the approval of the Shareholders’ Deleted general meeting Disposals of the fixed assets mentioned herein include transfer of some asset interests, but do not include guarantee provided by pledge of fixed assets The effectiveness of the Bank’s disposal of the fixed assets shall not be affected by any breach of Paragraph 1 of this article 74 2022 Amended Articles 2025 Proposed Amended Articles Article 201 Resolutions of a Board meeting that Article 184 Resolutions of a Board meeting that run run counter to laws and administrative regulations counter to laws and administrative regulations shall shall be null and void If the convening procedure be null and void or voting method of Board meetings violates the laws, administrative regulations or these Articles If the convening procedure or voting method of or the contents of a resolution run counter to these Board meetings violates the laws, administrative Articles, the shareholders shall have the right to regulations or these Articles or the contents of request the people’s court to cancel such resolution a resolution run counter to these Articles, the within 60 days after adoption of the resolution shareholders shall have the right to request the people’s court to cancel such resolution within 60 days after adoption of the resolution, unless there is only a minor defect in the convening procedure or voting method of Board meetings, which has no substantive impact on the resolution A resolution of a Board meeting of the Bank shall not be valid in any of the following circumstances: (I) failure to convene a Board meeting to form the resolution; (II) failure to vote on the resolution at the Board meeting; (III) the number of persons or the number of voting rights held attending the meeting failing to reach the number of persons or the number of voting rights held specified in the laws and regulations or these Articles; and (IV) the number of persons or the number of voting rights held in favor of the resolution failing to reach the number of persons or the number of voting rights held as required under the laws and regulations or these Articles 75 2022 Amended Articles 2025 Proposed Amended Articles Added section name Section IV Special Committees of the Board Article 203 The Board shall set up such special Article 186 The Board shall set up such special commit tees as Risk Management and Green commit tees as Risk Management and Green Finance Committee (and the affiliated Related Finance Committee (and the affiliated Related Party Transactions Control Committee), Audit and Party Transactions Control Committee), Audit and Consumer Rights Protection Committee, Nomination Consumer Rights Protection Committee, Nomination and Remunerat ion Commit tee , Development and Remunerat ion Commit tee , Development Strategy and Inclusive Finance Committee The Strategy and Inclusive Finance Committee The Board may set up other special committees where Board may set up other special committees where necessary or make adjustments to the aforesaid necessary or make adjustments to the aforesaid special commit tees The special commit tees special committees Unless otherwise provided by shall, either expressly authorized by the Board laws and regulations and these Articles, the The or as required by laws and regulations, provide special committees shall, either expressly authorized professional advice to the Board or make decisions by the Board or as required by laws and regulations, on professional matters under the authority of provide professional advice to the Board or make the Board The relevant special committees shall decisions on professional matters under the authority communicate regularly with senior management of the Board The relevant special committees shall about the operation and risk profile of the Bank and communicate regularly with senior management make suggestions and recommendations about the operation and risk profile of the Bank and make suggestions and recommendations The Bank will not set up a board of supervisors The functions and powers of such board will be taken over by the Audit and Consumer Rights Protection Committee of the Board according to laws 76 2022 Amended Articles 2025 Proposed Amended Articles Each special committee shall have not less than Each special committee shall have not less than 3 members, and the same director may serve 3 members, and the same director may serve on several special committees at the same time on several special committees at the same time Members of the special committees shall be directors Members of the special committees shall be directors with expertise and experience commensurate with with expertise and experience commensurate with the functions of the special committees Among the functions of the special committees Among them, the members of the Audit and Consumer them, the members of the Audit and Consumer Rights Protection Committee shall be all non- Rights Protection Committee shall be all non- executive directors with expertise and experience executive directors with expertise and experience in such aspects as finance, audit, accounting or law, in such aspects as finance, audit, accounting or most of whom shall be independent directors, and at law, most of whom shall be independent directors, least one of whom shall be an independent director and at least one of whom shall be an independent with the appropriate professional qualifications d i r ec to r w i th t he app rop r i a t e p ro f e s s i ona l required by the Hong Kong Listing Rules or with qualifications required by the Hong Kong Listing the appropriate accounting or related financial Rules or with the appropriate accounting or related management expertise; and the majority of the financial management expertise, and the employee Nomination and Remuneration Committee members director may become a member of the Audit and shall be independent directors; the proportion of Consumer Rights Protection Committee; and independent directors in the Risk Management the majority of the Nomination and Remuneration and Green Finance Committee and Related Party Committee members shall be independent directors; Transactions Control Committee shall be not less the proportion of independent directors in the Risk than one-third in principle, and the chairmen of Management and Green Finance Committee and these committees shall have experience in judging Related Party Transactions Control Committee and managing all kinds of risks shall be not less than one-third in principle, and the chairmen of these committees shall have experience in judging and managing all kinds of risks Article 204 Each special committee under the Board Article 187 Each special committee under the Board shall be accountable to the Board The Bank shall shall be accountable to the Board The Bank shall provide necessary working conditions for the special provide necessary working conditions for the special committees to perform their functions The Board committees to perform their functions The Board shall, in accordance with laws and regulations, these shall, in accordance with laws and regulations, these Articles and the rules of procedure of the Board, Articles and the rules of procedure of the Board, formulate working rules of special committees, and formulate working rules of special committees, and clearly define their respective objectives, authorities, clearly define their respective objectives, authorities, responsibilities and terms of office responsibilities and terms of office Article 205 The relevant matters to be resolved by Article 188 The relevant matters to be resolved by the Board shall first be submitted to the relevant the Board shall first be submitted to the relevant special committee for deliberation, which committee special committee for deliberation, which committee shall put forward the deliberations Except as shall put forward the deliberations Except as authorized by the Board according to laws, the authorized by the Board according to laws, the deliberations of the special committee cannot be deliberations of the special committee cannot be substituted for the voting opinions of the Board substituted for the voting opinions of the Board The special committees may engage intermediary The special committees may engage intermediary agencies to provide professional advice, with costs agencies to provide professional advice, with costs to be borne by the Bank to be borne by the Bank 77 2022 Amended Articles 2025 Proposed Amended Articles Article 206 Risk Management and Green Finance Article 189 Risk Management and Green Finance Committee shall perform the following duties: Committee shall perform the following duties: (VIII) hearing regularly (once every six months) (VIII) hearing regularly (once every six months) senior management’s reports on the risk and risk senior management’s reports on the risk and risk management profile of the Bank (including the due management profile of the Bank (including the due diligence of the Chief Risk Management Officer); diligence of the Chief Risk Management Officer); analyzing the deviation between the actual level of analyzing the deviation between the actual level of risk and the predetermined acceptable risk of the risk and the predetermined acceptable risk of the Bank; evaluating the consistency between the risk- Bank; evaluating the consistency between the risk- return ratio and the overall strategy of the Bank and return ratio and the overall strategy of the Bank and the implementation of the Bankan risk management the implementation of the Bank’s risk management policies by senior management; studying the policies by senior management; studying the bad debts, expected losses, trading losses and bad debts, expected losses, trading losses and transaction risks of the Bank and all other major risk transaction risks of the Bank and all other major risk issues based on reports from senior management; issues based on reports from senior management; putting forward suggestions on improving the risk putting forward suggestions on improving the risk management and internal control of the Bank in a management and internal control of the Bank in a timely manner and taking appropriate risk mitigation timely manner and taking appropriate risk mitigation measures; where necessary, hearing the Chief measures; where necessary, hearing the Chief Risk Management Officer’s reports separately and Risk Management Officer’s reports separately and making suggestions and recommendations on the making suggestions and recommendations on the above-mentioned issues; reporting to the Board, above-mentioned issues; reporting to the Board, as well as the senior management and the Board as well as the senior management and the Board of Supervisors, so as to ensure that all risks of the of Supervisors, so as to ensure that all risks of the Bank are controlled within the risk appetite of the Bank are controlled within the risk appetite of the Bank; Bank; ( I X ) w h e r e n e c e s s a r y , h e a r i n g t h e s e n i o r ( I X ) w h e r e n e c e s s a r y , h e a r i n g t h e s e n i o r management’s report on compliance with relevant management’s report on compliance with relevant laws and regulations, regulatory requirements, laws and regulations, regulatory requirements, policies, rules and regulations of the Bank and the policies, rules and regulations of the Bank and the relevant arrangements of anti-money laundering relevant arrangements of anti-money laundering work, as well as self-checking results; making work, as well as self-checking results; making a a judgment report on senior management self- judgment report on senior management’s compliance checking resul ts ; making a judgment report with the relevant provisions, submitting it to the on senior management’s compliance with the Board for deliberation, and informing the senior relevant provisions, submitting it to the Board for management and the Board of Supervisors at the deliberation, and informing the senior management same time; and the Board of Supervisors at the same time; 78 2022 Amended Articles 2025 Proposed Amended Articles Article 207 The Audit and Consumer Rights Article 190 The Audit and Consumer Rights Protection Committee shall perform the following Protection Committee shall perform the following duties: duties: (I) assisting the Board in the management of the (I) examining the Bank’s financial affairs, audit work of the Bank; reviewing the Bank’s financial information and the disclosure thereof; (II) reviewing the internal audit charter and medium- term and long-term audit plans of the Bank; (II) supervising and evaluating the Bank’s internal control; (III) as authorized by the Board, organizing and leading the internal audit work of the Bank, (III) supervising and evaluating the Bank’s approving the Bank’s audit policies and procedures, internal audit work; annual audit work plan and audit budget and supervising the implementation, and evaluating the (IV) supervising and evaluating the Bank’s audit department’s working procedures and work external audit work, and making recommendations results; to the Board on the engagement or dismissal of the accounting firm responsible for the regular (IV) enabling communication between internal and statutory audit of the Bank’s financial reports; external auditors; (V) supervising the conduct of directors and (V) reviewing and approving appointment and senior management members when performing removal of the head of internal audit department, their duties; and evaluating and supervising the performance of the head of the audit department and the audit (VI) requiring directors and senior management department; members to make corrections when their conduct harm the interests of the Bank; (VI) hearing the quarterly audit working reports (including the project audit reports) and annual (VII) proposing the dismissal of or bringing audit working reports presented by the head of audit lawsuits according to laws against directors and department, submitting quarterly and annual audit senior management members who violate laws, working reports to the Board, and informing the administrative regulations, these Articles or the senior management and the Board of Supervisors; resolutions of Shareholders’ general meetings; (VII) hearing audit department’s reports on major (VIII ) supervis ing the implementat ion of audit findings from internal, external and regulatory remunerat ion management sys tem of the (including but not limited to the CBIRC) audit Bank and scientificity and reasonability of and on corresponding actions taken by the senior remunerat ion plan of senior management management; urging the senior management to take members; appropriate corrective measures in time against the control defects, illegal practices and other problems identified by the auditors in the audit report, reporting to the Board, as well as the senior management and the Board of Supervisors; 79 2022 Amended Articles 2025 Proposed Amended Articles (VIII) examining the financial position, accounting (IX) supervising and evaluating the performance policies & procedures and financial reporting of due di l igence of the Board and senior procedures of the Bank, and organizing working management in the data governance; bodies to conduct independent supervision and inspection on the implementation, and, if necessary, (X) supervising and evaluating the performance submitting the opinions for examination to the of due di l igence of the Board and senior Board, and informing the senior management and management in the management of the conduct of the Board of Supervisors at the same time; employees; (IX) directing annual audit of the Bank, organizing ( X I ) s u p e r v i s i n g m o n e y l a u n d e r i n g r i s k the working bodies to audit the Bank’s financial management, supervising the performance of due reports independently before they are submitted to diligence of the Board and senior management the Board for deliberation, and making a judgment i n m o n e y l a u n d e r i n g r i s k m a n a g e m e n t report on the authenticity, completeness and and supervising rectif ication, and making accuracy of the information in the audited financial recommendations and opinions on the Bank’s report, reporting to the Board for consideration and money laundering risk management; informing the senior management and the Board of Supervisors at the same time; (XII) supervis ing the performance of due diligence of the Board and senior management in (X) organizing the working bodies to independently the reputation risk management, and including review and evaluate the Bank’s internal control and the relevant situation in its work reports; risk management system, supervising and inspecting the implementat ion and effect iveness of the (XIII) assisting the Board in the management of the system, and, if necessary, submitting opinions and audit work of the Bank; suggestions to the Board, and informing the senior management and the Board of Supervisors; (XIV) reviewing the internal audit charter and medium-term and long-term audit plans of the Bank; (XI) organizing discussions between the working bodies and the senior management on the internal (XV) as authorized by the Board, organizing control system of the Bank, and reporting to the and leading the internal audit work of the Bank, Board on related issues so as to urge the senior approving the Bank’s audit policies and procedures, management to implement the effective internal annual audit work plan and audit budget and control system and to comply with the provisions of supervising the implementation, and evaluating the relevant laws and regulations; audit department’s working procedures and work results; (XII) for the purchase and disposal of fixed assets involved in the daily business activities, in case (XVI) enabling communication between internal and of projects involving over-budget approval or external auditors; projects specifying budget limits without detailed contents, with a single expenditure of more than (XVII) reviewing and approving appointment and RMB40 million (exclusive) and less than RMB100 removal of the head of internal audit department, million (inclusive), the Committee shall review such and evaluating and supervising the performance expenditure, report it to the chairman of the Board of the head of the audit department and the audit for approval and to the Board for filing; department; 80 2022 Amended Articles 2025 Proposed Amended Articles (XIII) when deciding to outsource some internal (XVIII) hearing the quarterly audit working reports audit projects, organizing the working bodies to (including the project audit reports) and annual review and supervise the independence, objectivity, audit working reports presented by the head of audit professional competence and effectiveness of department, submitting quarterly and annual audit relevant audit procedures of the outsourcing agency; working reports to the Board, and informing the senior management and the Board of Supervisors; (XIV) making recommendations to the Board on matters relating to the appointment, renewal or (XIX) hearing audit department’s reports on major dismissal of the external auditor responsible for audit findings from internal, external and regulatory the annual financial statements of the Bank and the (including but not limited to the CBIRC banking relevant terms of employment and remuneration; regulatory authorities of the State Council) audit where necessary, organizing working bodies to and on corresponding actions taken by the senior evaluate the independence, objectivity and work management; urging the senior management to take quality of the external auditor responsible for the appropriate corrective measures in time against Bank’s annual financial report, and submitting the the control defects, illegal practices and other evaluation report and relevant recommendations to problems identified by the auditors in the audit the Board; report, reporting to the Board, as well as the senior management and the Board of Supervisors; (XV) deciding, when necessary, to engage external agencies to evaluate the audit department’s due (XX) examining the financial position, accounting diligence and to ensure that the external agencies policies & procedures and financial reporting hired are professionally competent and independent procedures of the Bank, and organizing working of the subject of evaluation and have no conflict of bodies to conduct independent supervision and interest with the subject of evaluation; inspection on the implementation, and, if necessary, submitting the opinions for examination to the (XVI) drawing up strategies, policies and goals in Board, and informing the senior management and relation to consumer rights protection work of the the Board of Supervisors at the same time; Bank; (XXI) directing annual audit of the Bank, organizing (XVII) urging the senior management to effectively the working bodies to audit the Bank’s financial carry out and execute the relevant work of consumer reports independently before they are submitted to rights protection; the Board for deliberation, and making a judgment report on the authenticity, completeness and (XVIII) regularly hearing special reports on the accuracy of the information in the audited financial development of consumer right protection work; report, reporting to the Board for consideration and informing the senior management and the Board of ( X I X ) s u p e r v i s i n g a n d e v a l u a t i n g t h e Supervisors at the same time; comprehensiveness, timeliness and effectiveness of the Bank’s consumer rights protection work, as well ( X X I I ) o r g a n i z i n g t h e w o r k i n g b o d i e s t o as the performance of the senior management; independently review and evaluate the Bank’s internal control and risk management system, (XX) reviewing and making recommendations to the supervising and inspecting the implementation Board on proposals for consumer rights protection and effectiveness of the system, and, if necessary, to be submitted to the Board for consideration; and submitting opinions and suggestions to the Board, and informing the senior management and the Board (XXI) performing other duties conferred by the of Supervisors; Board and required by laws and regulations 81 2022 Amended Articles 2025 Proposed Amended Articles (XXIII) organizing discussions between the working bodies and the senior management on the internal control system of the Bank, and reporting to the Board on related issues so as to urge the senior management to implement the effective internal control system and to comply with the provisions of relevant laws and regulations; (XXIV) for the purchase and disposal of fixed assets involved in the daily business activities, in case of projects involving over-budget approval or projects specifying budget limits without detailed contents, with a single expenditure of more than RMB40 million (exclusive) and less than RMB100 million (inclusive), the Committee shall review such expenditure, report it to the chairman of the Board for approval and to the Board for filing; (XIII) when deciding to outsource some internal audit projects, organizing the working bodies to review and supervise the independence, objectivity, professional competence and effectiveness of relevant audit procedures of the outsourcing agency; (XXV) making recommendations to the Board on matters relating to the appointment, renewal or dismissal of the external auditor responsible for the annual financial statements of the Bank and the relevant terms of employment and remuneration; where necessary, organizing working bodies to evaluate the independence, objectivity and work quality of the external auditor responsible for the Bank’s annual financial report, and submitting the evaluation report and relevant recommendations to the Board; (XXVI) deciding, when necessary, to engage external agencies to evaluate the audit department’s due diligence and to ensure that the external agencies hired are professionally competent and independent of the subject of evaluation and have no conflict of interest with the subject of evaluation; (XXVII) drawing up strategies, policies and goals in relation to consumer rights protection work of the Bank; 82 2022 Amended Articles 2025 Proposed Amended Articles (XXVIII) urging the senior management to effectively carry out and execute the relevant work of consumer rights protection; (XXIX) regularly hearing special reports on the development of consumer right protection work; ( X X X ) s u p e r v i s i n g a n d e v a l u a t i n g t h e comprehensiveness, timeliness and effectiveness of the Bank’s consumer rights protection work, as well as the performance of the senior management; (XXXI) reviewing and making recommendations to the Board on proposals for consumer rights protection to be submitted to the Board for consideration; and (XXXII) performing other duties conferred by the Board and required by laws and regulations Resolutions made by the Audit and Consumer Rights Protection Committee in accordance with the laws and regulations and these Articles when it independently performs its supervisory functions and powers need not be submitted to the Board for review and approval The following matters shall be submitted to the Board for review upon approval by more than half of all members of the Audit and Consumer Rights Protection Committee: (I) disclosure of the financial information in financial and accounting reports and regular reports, as well as internal control evaluation reports; (II) engagement or dismissal of the accounting firm responsible for the regular statutory auditing of the Bank’s financial reports; (III) engagement or dismissal of the Chief Financial Officer; 83 2022 Amended Articles 2025 Proposed Amended Articles (IV) changes in accounting policies, accounting estimates or corrections of material accounting errors for reasons other than changes in accounting standards; (V) o ther mat ters spec i f i ed by laws and regulations, regulatory provisions and these Articles Article 191 Meetings of the Audit and Consumer Rights Protection Committee shall be convened at least once quarterly, and a meeting shall only be held when more than two-thirds of the members are present When the matter considered at a meeting of the Audit and Consumer Rights Protection Newly Added Committee is put to the vote, each member shall have one vote A resolution of the meeting shall be passed by more than half of all members Unless otherwise specified in these Articles, the deliberation mode and voting procedures of the Audit and Consumer Rights Protection Committee shall be specified in the committee’s working rules prepared by the Board 84 2022 Amended Articles 2025 Proposed Amended Articles Article 209 The Development Strategy and Inclusive Article 193 The Development Strategy and Inclusive Finance Committee shall perform the following Finance Committee shall perform the following duties: duties: (I) reviewing the Bank’s operation and development (I) reviewing the Bank’s operation and development strategies and medium – and long-term development strategies and medium – and long-term development plans; plans; (II) periodically evaluating and reviewing the (II) periodically evaluating and reviewing the development strategies to ensure that the Bank’s development strategies to ensure that the Bank’s development s t ra teg ies a re in l ine wi th i t s development s t ra teg ies a re in l ine wi th i t s operational conditions and changes in the market operational conditions and changes in the market environment; environment; (III) reviewing proposals for material changes (III) reviewing proposals for material changes in shareholding, financial restructuring, merger, in shareholding, financial restructuring, merger, division and dissolution of the Bank; division and dissolution of the Bank; (IV) reviewing proposals concerning the Bank’s (IV) reviewing proposals concerning the Bank’s capital management planning, listing or other fund capital management planning, listing or other fund raising, use of proceeds, increase or decrease of raising, use of proceeds, increase or decrease of registered capital, and repurchase of shares of the registered capital, and repurchase of shares of the Bank; Bank; (V) reviewing the Bank’s plans for annual budget, (V) reviewing the Bank’s plans for annual budget, f inal accounts, r isk capital allocation, profit f inal accounts, r isk capital allocation, profit distribution, loss recovery and other financial plans distribution, loss recovery and other financial plans that may materially affect its business operations that may materially affect its business operations and development, and making suggestions or and development, and making suggestions or recommendations on whether they conform to the recommendations on whether they conform to the Bank’s development strategies; Bank’s development strategies; 85 2022 Amended Articles 2025 Proposed Amended Articles Article 210 The Related Party Transactions Control Article 194 The Related Party Transactions Control Committee is subordinate to the Risk Management Committee is subordinate to the Risk Management and Green Finance Committee and shall perform the and Green Finance Committee and shall perform the following duties: following duties: (IV) major related party transactions shall be (IV) reviewing major related party transactions, reviewed by the Related Party Transactions Control as well as related party transactions between Committee and approved by the director and deputy directors, senior management members and their director of the Related Party Transactions Control related parties and the Bank shall be reviewed by Committee and submitted to the Board for approval; the Related Party Transactions Control Committee and approved by the director and deputy director of the Related Party Transactions Control Committee and submitted to the Board for approval; Article 217 The senior management shall consist Article 201 The senior management shall consist of of the president, vice presidents, secretary to the president, vice presidents, secretary to the Board, the Board, Chief Financial Officer, Chief Risk Chief Financial Officer, Chief Risk Management Management Officer, General Counsel and such Off ice r , Chief Compl iance Off icer , Chie f other members as determined by the Board of the Information Officer, General Counsel and such Bank The Bank shall have one president and several other members as determined by the Board of the vice presidents The president shall be selected Bank The Bank shall have one president and several by the Nomination and Remuneration Committee vice presidents The president shall be selected under the Board, nominated by the chairman of the by the Nomination and Remuneration Committee Board, and appointed or dismissed by the Board under the Board, nominated by the chairman of the The vice presidents and other senior management Board, and appointed or dismissed by the Board members shall be nominated by the president and The vice presidents and other senior management submitted to the Board for appointment or dismissal members shall be nominated by the president and A director may serve concurrently as president, vice submitted to the Board for appointment or dismissal president or other senior management members The A director may serve concurrently as president, vice chairman of the Board shall not serve as president president or other senior management members The concurrently chairman of the Board shall not serve as president concurrently The president shall exercise his/her functions and powers in accordance with relevant laws and The president shall exercise his/her functions regulations and the provisions of these Articles and powers in accordance with relevant laws and The vice presidents and other senior management regulations and the provisions of these Articles members shall assist the president in his/her work The vice presidents and other senior management and perform their duties in accordance with relevant members shall assist the president in his/her work authority and perform their duties in accordance with relevant authority 86 2022 Amended Articles 2025 Proposed Amended Articles The senior management conducts operation and The senior management conducts operation and management activities in accordance with these management activities in accordance with these Articles and the authorization of the Board, and Articles and the authorization of the Board, and shall actively implement the resolutions of the shall actively implement the resolutions of the Shareholders’ general meeting and the resolutions Shareholders’ general meeting and the resolutions of the Board, to ensure that the Bank’s operations of the Board, to ensure that the Bank’s operations are consistent with the development strategies, are consistent with the development strategies, risk appetites and other policies as established and risk appetites and other policies as established and approved by the Board The senior management approved by the Board The senior management is accountable to the Board and subject to the is accountable to the Board and subject to the supervision of the Board of Supervisors, and shall supervision of the Board of Supervisors Audit and accurately and fully report the operations and Consumer Rights Protection Committee, and management of the Bank in a timely manner and shall accurately and fully report the operations and provide relevant materials as required by the Board management of the Bank in a timely manner and and the Board of Supervisors The operation and provide relevant materials as required by the Board management activities of the senior management and the Board of Supervisors Audit and Consumer within the scope of their functions and powers shall Rights Protection Committee The operation and not be interfered improperly by shareholders and the management activities of the senior management Board within the scope of their functions and powers shall not be interfered improperly by shareholders and the Board Article 220 The president shall be accountable to the Article 204 The president shall be accountable to Board and shall perform the following functions and the Board and shall perform the following functions powers: and powers: (V) to draw up annual budget plans, final account (V) to draw up annual budget plans, final account plans and risk capital distribution plans of the Bank; plans and risk capital distribution plans of the Bank; (VIII) to propose to the Board to appoint or (VIII) to propose to the Board to appoint or dismiss the vice president, Chief Financial Officer, dismiss the vice president, Chief Financial Officer, Chief Risk Management Officer and other senior Chief Risk Management Officer and other senior management members of the Bank; management members of the Bank; (IX) to authorize other senior management members (IX) to authorize other senior management members and the persons in charge of internal functional and the persons in charge of internal functional departments and branches to conduct operation and departments and branches to conduct operation and management activities in accordance with relevant management activities in accordance with relevant authorizations, management policies and rules; authorizations, management policies and rules; 87 2022 Amended Articles 2025 Proposed Amended Articles (X) to appoint or dismiss the Bank’s staff members (X) to appoint or dismiss the Bank’s staff members other than those to be appointed or dismissed by other than those to be appointed or dismissed by the Shareholders members other than those Board, the Shareholders’ general meetings or the Board, and to decide their remuneration and rewards and and to decide their remuneration and rewards and punishments; punishments; (XV) to take emergency measures and immediately (XV) to take emergency measures and immediately report to the relevant regulatory authorities of the report to the relevant regulatory authorities of the State, the Board of Directors and the Board of State, and the Board of Directors and the Board of Supervisors in case of any material emergencies Supervisors in case of any material emergencies such as a run on the Bank; and such as a run on the Bank; and (XVI) to exercise other functions and powers (XVI) to exercise other functions and powers conferred by the Articles of Association or the conferred by the Articles of Association or the Board Board The vice presidents and other senior management The vice presidents and other senior management members shall assist the president in his/her work; members shall assist the president in his/her work; if the position of the president is vacant or the if the position of the president is vacant or the president cannot fulfil his/her powers and functions president cannot fulfil his/her powers and functions thereof, the Board of Directors shall designate a thereof, the Board of Directors shall designate a person to exercise powers and functions on behalf of person to exercise powers and functions on behalf of the president the president 88 2022 Amended Articles 2025 Proposed Amended Articles Article 226 Senior management members shall abide Article 210 Senior management members shall by laws and regulations and these Articles, observe abide by laws and regulations and these Articles, professional conduct and high standards of code of observe professional conduct and high standards ethics, fulfill duty of loyalty and duty of care to the of code of ethics, fulfill duty of loyalty and duty Bank, perform their duties bona fide, with diligence of care to the Bank, perform their duties bona fide, and prudence, and ensure that they have sufficient with diligence and prudence, and ensure that they time and energy to perform their duties and shall have sufficient time and energy to perform their not be remiss in performance of duties or act duties and shall not be remiss in performance of beyond their authority, and shall not seek business duties or act beyond their authority, and shall not opportunities belonging to the Bank for themselves seek business opportunities belonging to the Bank or others, nor accept any interests related to the for themselves or others, nor accept any interests Bank’s transactions If any member of the senior related to the Bank’s transactions If any member of management causes economic losses to the Bank due the senior management causes economic losses to to violation of laws and regulations, malpractices the Bank due to violation of laws and regulations, and other serious dereliction of duty, he/she shall malpractices and other serious dereliction of duty, bear economic and legal liabilities he/she shall bear economic and legal liabilities The senior management members shall accept the The senior management members shall accept the supervision of the Board of Supervisors, and shall supervision of the Board of Supervisors Audit and regularly provide the Board of Supervisors with Consumer Rights Protection Committee, and shall information on the Bank’s business performance, regularly provide the Board of Supervisors Audit important contracts, financial position, risk profile and Consumer Rights Protection Committee with and business prospects, and shall not obstruct or information on the Bank’s business performance, hinder such activities as inspection and supervision important contracts, financial position, risk profile conduc ted by the Board o f Superv i so r s in and business prospects, and shall not obstruct or accordance with its authority hinder such activities as inspection and supervision conducted by the Board of Supervisors Audit The senior management members shall have the and Consumer Rights Protection Committee in right to request the Board of Supervisors to raise accordance with its authority objections and report to the banking regulatory authorities for any acts of the Board that interfere The senior management members shall have the with the operation and management activities in right to request the Board of Supervisors Audit violation of regulations and Consumer Rights Protection Committee to raise objections and report to the banking regulatory authorities for any acts of the Board that interfere with the operation and management activities in violation of regulations 89 2022 Amended Articles 2025 Proposed Amended Articles Chapter VIII Supervisors and Board of Supervisors Delete the whole chapter Chapter IX Qualifications and Obligations of Chapter VIII Qualifications and Obligations of Directors, Supervisors and Senior Management Directors, Supervisors and Senior Management Members Members Article 270 Directors of the Bank shall meet the Article 214 Directors of the Bank shall meet the following criteria: following criteria: (XI) shall understand the corporate governance (XI) shall understand the corporate governance structure, the Articles of Association and the duties structure, the these Articles of Association and the of the Board of the Bank; and duties of the Board of the Bank; and Article 271 No person shall hold the position of Article 215 No person shall hold the position of director, supervisor and senior management member director, supervisor and senior management member of the Bank in one of the following circumstances: of the Bank in one of the following circumstances: (I) a non-natural person; (I) a non-natural person; (II) a person without or with limited capacity for (II) a person without or with limited capacity for civil conduct; civil conduct; (III) a person with intentional or gross negligence (III) a person with intentional or gross negligence criminal records; criminal records; (IV) a person who has been penalized or sentenced (IV) a person who has been penalized or sentenced due to co r rup t ion , b r ibe ry , embezz l emen t , due t o co r rup t ion , b r ibe ry , embezz l emen t , appropriation of property or the disruption of the appropriation of property or the disruption of the socialist market economy, and five years have not socialist market economy, and five years have not elapsed from which the punishment or deprivation of elapsed from which the punishment or deprivation of political rights for the crimes committed was carried political rights for the crimes committed was carried out; out, or has been given a suspended sentence, and two years have not elapsed since the expiration of (V) a person under investigation by judicial the period of probation; authorities for suspected violations of criminal law and the investigation is still ongoing; (V) a person under investigation by judicial authorities for suspected violations of criminal law and the investigation is still ongoing; 90 2022 Amended Articles 2025 Proposed Amended Articles (VI) a person judged by the relevant regulatory (VI) a person judged by the relevant regulatory authorities as having violated the provisions of authorities as having violated the provisions of relevant securities laws and regulations, the violation relevant securities laws and regulations, the violation involves fraudulent or dishonest acts, and less than involves fraudulent or dishonest acts, and less than five years have elapsed since the ruling; five years have elapsed since the ruling; (VII) a person with misconducts in violation of (VII) a person with misconducts in violation of social morality, resulting in baneful impact; social morality, resulting in baneful impact; (VIII) a person who was personally liable or had (VIII) a person who was personally liable or had direct leadership responsibility for the operation direct leadership responsibility for the operation activities in violation of laws and regulations or activities in violation of laws and regulations or material losses of the entity which he/she worked material losses of the entity which he/she worked for, and the case was serious; for, and the case was serious; (IX) a person who serves or served as a director or (IX) a person who serves or served as a director or senior management member of an entity which is senior management member of an entity which is taken over, cancelled, declared bankrupt or having taken over, cancelled, declared bankrupt or having its business license revoked, unless the person could its business license revoked, unless the person could prove that he/she is not personally liable for such prove that he/she is not personally liable for such issues; issues; (X) a legal representa t ive of companies or (X) a legal representa t ive of companies or enterprises which were compulsorily closed down enterprises whose business licenses were revoked due to a violation of laws in which such person was or which were compulsorily closed down due personally liable, and three years have not elapsed to a violation of laws in which such person was from which the business license of the company or personally liable, and three years have not elapsed enterprise was revoked; from which the business license of the company or enterprise was revoked or it was compulsorily (XI) a person whose breach of professional ethics closed down; or conduct, or serious dereliction of duty has led to material losses or baneful impact; (XI) a person whose breach of professional ethics or conduct, or serious dereliction of duty has led to (XII) a person who instigates the entity in which material losses or baneful impact; he/she serves not to cooperate in legal supervision or case investigation, or participates in such non- (XII) a person who instigates the entity in which cooperation; he/she serves not to cooperate in legal supervision or case investigation, or participates in such non- (XIII) a person disqualified as a director or senior cooperation; management member for a lifetime, or punished for more than twice by regulatory authorities or other (XIII) a person disqualified as a director or senior financial regulatory departments; management member for a lifetime, or punished for more than twice by regulatory authorities or other financial regulatory departments; 91 2022 Amended Articles 2025 Proposed Amended Articles (XIV) a person identified by the CBIRC as being (XIV) a person identified by the CBIRC banking banned from entering the market and whose ban has regulatory authorities of the State Council as not been lifted; being banned from entering the market and whose ban has not been lifted; (XV) a person who lacks the qualification as required in these Articles and takes improper means (XV) a person who lacks the qualification as to obtain approval for his/her qualification; required in these Articles and takes improper means to obtain approval for his/her qualification; (XVI) a person or his/her spouse who is still in default on a relatively large amount of overdue debt, (XVI) a person or his/her spouse who is still in including but not limited to overdue loans with the default on a relatively large amount of overdue debt, Bank; including but not limited to overdue loans with the Bank; (XVII) a person and his/her close relatives who jointly holding more than 5% of the Bank’s shares, (XVII) a person and his/her close relatives who with the total credits from the Bank significantly jointly holding more than 5% of the Bank’s shares, exceeding the net equity of the Bank held by him/ with the total credits from the Bank significantly her/them; exceeding the net equity of the Bank held by him/ her/them; (XVIII) a person and the shareholder enti ty controlled by him/her who/which jointly holding (XVIII) a person and the shareholder enti ty more than 5% of the Bank’s shares, with the total controlled by him/her who/which jointly holding credits from the Bank significantly exceeding the more than 5% of the Bank’s shares, with the total net equity of the Bank held by him/her/them; credits from the Bank significantly exceeding the net equity of the Bank held by him/her/them; (XIX) a person or his/her spouse who works in the shareholder entity holding more than 5% of the (XIX) a person or his/her spouse who works in the Bank’s shares, with the total credits obtained by shareholder entity holding more than 5% of the such shareholder entity from the Bank significantly Bank’s shares, with the total credits obtained by exceeding the net equity of the Bank held by it, such shareholder entity from the Bank significantly unless it can be proven that such credit has no exceeding the net equity of the Bank held by it, relationship with him/her or his/her spouse; unless it can be proven that such credit has no relationship with him/her or his/her spouse; (XX) circumstances in which a person’s other positions have obvious conflicts of interest with his/ (XX) circumstances in which a person’s other her proposed position and current position in the positions have obvious conflicts of interest with his/ Bank, or obviously disperse his/her time and energy her proposed position and current position in the for performing duties in the Bank; Bank, or obviously disperse his/her time and energy for performing duties in the Bank; (XXI) a person banned from holding leadership positions as stipulated by the laws and regulations; (XXI) a person banned from holding leadership and positions as stipulated by the laws and regulations; and (XXII) a person banned from serving as a director, supervisor and senior management member of the (XXII) a person banned from serving as a director, Bank as stipulated by the laws and regulations supervisor and senior management member of the Bank as stipulated by the laws and regulations 92 2022 Amended Articles 2025 Proposed Amended Articles The election of directors, supervisors and senior The e lec t ion or appointment o f d i rec tors , management members in contravention to the supervisors and senior management members provisions under the preceding paragraph shall be in contravention to the provisions under the null and void Upon any contravention of the above preceding paragraph shall be null and void Upon by the directors, supervisors or senior management any contravention of the above by the directors, members during their term of office, the Bank shall supervisors or senior management members during remove them from their position their term of office, the Bank shall remove them from their position The term “close relatives” in these Articles includes spouses, parents, children, siblings, grandparents, The term “close relatives” in these Articles includes maternal grandparents, grandchildren and maternal spouses, parents, children, siblings, grandparents, grandchildren maternal grandparents, grandchildren and maternal grandchildren Article 216 Directors of the Bank shall perform the following duties or obligations: (I) they shall pay continuous attention to the operations and management of the Bank, and are entitled to require the senior management to provide relevant materials reflecting the Bank’s operations and management in a comprehensive, t ime ly and accurate manner or to make explanations on relevant issues; (II) they shall attend the Board meetings on time, fully examine the matters considered by the Board, express opinions independently, pro fe s s iona l l y and ob jec t i ve ly , and vo t e independently on the basis of prudent judgment; Newly Added (III) they shall be liable for the resolutions of the Board; (IV) they shall supervise the implementation o f t h e r e s o l u t i o n s o f t h e S h a r e h o l d e r s ’ general meeting and the Board by the senior management; (V) they shall actively participate in training o r g a n i z e d b y t h e B a n k a n d r e g u l a t o r y authorities, understand the rights and obligations of directors, be familiar with relevant laws, regulations and regulatory provisions, and mainta in the profess ional knowledge and capabilities required for performing their duties; 93 2022 Amended Articles 2025 Proposed Amended Articles (VI) they shall be accountable to the Bank and all shareholders, and treat all shareholders fairly when performing duties; (VII) they shall observe a high standard of code of professional ethics and take into account the legitimate rights and interests of stakeholders; (VIII) they shall fulfill the duty of loyalty and duty of diligence to the Bank, perform duties with due diligence and prudence, and ensure that they have sufficient time and energy to perform their duties; (IX) they shall observe laws and regulations, regulatory provisions and these Articles Article 272 Save as specified in these Articles or duly authorized by the Board, no director shall act on behalf of the Bank or the Board in his/her personal name If a director acts in his/her own name but a third party may reasonably think the said director is acting on behalf of the Bank or the Board, the said director shall make a prior statement of his/her standpoint and capacity Deleted The validity of any act by a director and senior management member made on behalf of the Bank towards a third party acting in good faith shall not be affected by any non-compliance in regulations of that persons’ position, election procedure or qualifications 94 2022 Amended Articles 2025 Proposed Amended Articles Article 273 In exercising the functions and powers conferred by the Bank, directors, supervisors and senior management members shall fulfill the following obligations to each shareholder in addition to the obligations as required by laws and regulations: (I) to comply with the requirements of laws and regulations and various state economic policies in terms of business operations, and not to let the Bank operate beyond the business scope specified in its business license; Deleted (II) to act in good faith and in the best interest of the Bank; (III) not to deprive the Bank of its assets in any form, including but not limited to the opportunities that are advantageous to the Bank; and (IV) not to deprive shareholders of their personal in te res t s , inc lud ing bu t no t l imi ted to any distribution rights or voting rights, unless the deprivation is made pursuant to a Bank restructuring submitted to and adopted at the Shareholders’ general meeting in accordance with these Articles Article 274 In exercising their rights or fulfilling their obligations, the directors, supervisors and senior management members of the Bank have the Deleted duty to act with due discretion, diligence and skill that a reasonably prudent person would exercise under similar circumstances 95 2022 Amended Articles 2025 Proposed Amended Articles Article 275 In fulfilling duties, the directors, supervisors and senior management members of the Bank shall observe the principle of honesty, shall not set themselves in a position where their own interests may conflict with their obligations and shall exercise the rights conferred by the Bank with due discretion, care and diligence, including but not limited to performing the following obligations: (I) to act in good faith and in the best interest of the Bank; (II) to exercise their rights within the scope of their powers and not act in excess of those powers; (III) to exercise personally the management and discretion right vested in them and not to allow themselves to be controlled by others and, save as permitted by laws or administrative regulations or with the informed consent given at a Shareholders’ general meeting, not to transfer the exercise of their Deleted management and discretion right to others; (IV) to carefully read various business and financial reports of the Bank and keep informed of the operation and management conditions of the Bank; (V) to be equitable towards shareholders of the same class and fair towards shareholders of different classes; (VI) not to conclude any contract, conduct any transaction or make any arrangement with the Bank saved as specified in these Articles or with the informed consent given at a Shareholders’ general meeting; (VII) not to seek personal gains by using the property of the Bank in any form without the informed consent given at a Shareholders’ general meeting; 96 2022 Amended Articles 2025 Proposed Amended Articles (VIII) not to abuse official powers to accept bribes or other unlawful income, and not to expropriate the Bank’ s property in any form, including but not limited to opportunities favorable to the Bank; (IX) not to conduct for themselves or others any businesses similar to those of their company without the informed consent given at a Shareholders’ general meeting; (X) not to accept commissions in connection with the Bank’ s transactions without the informed consent given at a Shareholders’ general meeting; (XI) to comply with these Articles, to perform his/ her duties faithfully, to protect the interests of the Bank and not to exploit his/her position and power in the Bank for his/her own interests; (XII) not to compete with the Bank in any form without the informed consent given at a Shareholders’ general meeting; (XIII) not to appropriate the monies of the Bank, and not to open any account in their own or others’ names for the purpose of depositing the assets of the Bank; (XIV) without the consent given at a Shareholders’ general meeting or from the Board, not to lend the Bank’s funds to others, and not to use the Bank’ s assets as security for the personal debts of the shareholders of the Bank or others in violation of the provisions of these Articles; (XV) without the informed consent given at a Shareholders’ general meeting, not to disclose any confidential information related to the Bank acquired by them during their terms of office; not to use the said information even for the interest of the Bank; however, they may disclose such information to a court or other governmental authorities in the following circumstances: (1) required by law; (2) required for public interests; and (3) required for the interests of the said directors, supervisors and senior management members; and 97 2022 Amended Articles 2025 Proposed Amended Articles (XVI) to accept the lawful supervision and rational suggestions of the Board of Supervisors on their performance of duties Earnings obtained by a director counter to the provisions herein shall belong to the Bank Article 276 Directors, supervisors and senior management members of the Bank shall not direct the following persons or institutions (“connected persons”) to do anything that the directors , supervisors and senior management members cannot do: ( I ) spouses or minor chi ldren of d i rec tors , supervisors and senior management members of the Bank; (II) trustees of directors, supervisors and senior management members of the Bank or persons set out in (I) of this article; Deleted (III) partners of directors, supervisors and senior management members of the Bank or persons set out in (I) and (II) of this article; (IV) companies under the de facto exclusive control of directors, supervisors and senior management members of the Bank or under de facto joint control of the persons set out in (I), (II) and (III) of this article or other directors, supervisors and senior management members of the Bank; and (V) directors, supervisors, managers and other senior management members of the controlled companies as set out in (IV) of this article Article 277 The honesty obligations of the directors, supervisors and senior management members of the Bank shall not necessarily end with the expiry of their terms of office, and their confidential obligations in respect of any commercial secrets of the Bank shall survive after expiry of their terms of Deleted office Other duties may continue for such period as the principle of fairness may require depending on the amount of time which has lapsed between the termination and the act concerned and the circumstances and conditions under which the relationship with the Bank was terminated 98 2022 Amended Articles 2025 Proposed Amended Articles Article 278 The liability of directors, supervisors and senior management members of the Bank for breaching a given obligation may be exempted t h r o u g h a n i n f o r m e d r e s o l u t i o n g i v e n b y Deleted shareholders at a Shareholders’ general meeting, save for the circumstances specified in Article 79(1) of these Articles Article 279 The directors, supervisors and senior management members of the Bank having any direct or indirect material conflict of interests in any executed or proposed contracts, transactions or arrangements (except the employment contracts between the Bank and its directors, supervisors and senior management members), regardless of whether such interests are usually subject to the approval or consent of the Board, such persons shall disclose the nature and extent of the conflict of interests to the Board as soon as possible Unless the directors, supervisors and senior management members of the Bank with conflict of interests have disclosed their interests to the Board in accordance with the requirements of this article, and the Board has approved the matter at the meeting without counting the interested persons into the quorum and without their participation in the vote, the Bank shall have the right to rescind such contracts, transactions or arrangements, Deleted except in circumstances where the counterparty is acting in good faith and unaware that the directors, supervisors and senior management members are in breach of their obligations The directors shall provide a written statement to the Related Party Transactions Control Committee on the relevant circumstances when performing the above obligations, and the Related Party Transactions Control Committee shall determine whether the directors constitute related parties in the relevant transactions Directors constituting related parties shall not vote at Board meetings If the connected persons of a director, supervisor and senior management member of the Bank have any conflict of interests with any contracts, transactions or arrangements, the director, supervisor and senior management members shall be deemed to have a conflict of interests as well 99 2022 Amended Articles 2025 Proposed Amended Articles Article 280 Before the Bank considers entering into contracts, transactions or arrangements for the first time, and if the interested directors, supervisors and senior management members of the Bank have provided a written notice to the Board of Directors stating that they have a conflict of interests in the contracts, transactions or arrangements which Deleted would be entered into by the Bank in the future for the reasons set out in the notice, then the directors, supervisors and senior management members concerned shall be deemed to have made the disclosure as specified in Article 279 of these Articles to the extent as set out in the notice Article 281 The Bank shall not pay taxes in any form for its directors, supervisors and senior Deleted management members 100 2022 Amended Articles 2025 Proposed Amended Articles Article 282 The Bank shal l not , direct ly or indirectly, provide any loan or loan guarantee to the directors, supervisors and senior management members of the Bank or its parent company, nor shall the Bank provide the same to their connected persons The requirements contained in preceding paragraph shall not apply in the following circumstances: (I) loans or loan guarantees provided by the Bank to its subsidiary companies; (II) loans, loan guarantees or other funds provided by the Bank to the directors, supervisors and senior management members of the Bank pursuant to their employment contracts which were adopted by the general meeting, so that the foregoing persons can Deleted make payments in the interests of the Bank or for the expenses incurred in performing their duties and responsibilities for the Bank; and (III) if the normal scope of business of the Bank includes the provision of loans and loan guarantees, loans and loan guarantees provided by the Bank to the relevant directors, supervisors and senior management members of the Bank and their connected persons, provided that the loans and loan guarantees are provided on normal commercial terms and conditions If the Bank provides a loan in breach of the provision above, regardless of the terms of the loan, the person who has received the loan shall repay it immediately Article 283 The Bank shall not be forced to perform the loan guarantee it provides in breach of the first paragraph of the preceding article, except in the following circumstances: (I) the loan provider does not know that it has provided the loan to the connected persons of the Deleted directors, supervisors, and other senior management members of the Bank or its parent company; and (II) the collateral provided by the Bank has been legally sold by the loan provider to a goodwill buyer 101 2022 Amended Articles 2025 Proposed Amended Articles Article 284 The guarantee as referred to in the preceding articles of this chapter includes the act of the guarantor to assume the liability or provide Deleted assets to secure the performance of obligations by the obligor Article 285 If the directors, supervisors or other senior management members fail to fulfill the obligations to the Bank, the Bank shall be entitled to take the following actions in addition to the rights and remedial measures under the relevant laws and regulations: (I) require relevant directors, supervisor and other senior management members to compensate the Bank for the losses arising from their neglect of duty; (II) cancel the contracts or transactions concluded between the Bank and relevant directors, supervisors and other senior management members, and between the Bank and a third person (if the third person knows or is supposed to know that the Deleted directors, supervisors and other senior management members representing the Bank have breached their obligations to the Bank); (III) require the relevant directors, supervisors and senior management members to surrender gains arising from breach of obligations; (IV) recover monies, including but not limited to commissions, received by the relevant directors, supervisors and senior management members but receivable by the Bank; and (V) require the relevant directors, supervisors and senior management members to surrender interests earned or likely to be earned from monies payable to the Bank 102 2022 Amended Articles 2025 Proposed Amended Articles Article 286 The Bank shall enter into written contracts with its directors and the supervisors regarding remunerations which are subject to the prior approval from the Shareholders’ general meeting The aforesaid remunerations include: (I) remunerations for the directors, supervisors or senior management members of the Bank; (II) remunerations for the directors, supervisors or senior management members of the subsidiary companies of the Bank; Deleted (III) remunerations for those providing other services for managing the Bank and its subsidiary companies; and (IV) compensation to directors or supervisors for loss of their office or upon retirement Except for the contracts mentioned above, the directors and supervisors shall not initiate litigation against the Bank for benefits due to them in respect of the matters mentioned above Article 287 The remuneration contracts between the Bank and its directors or supervisors shall stipulate that if the Bank is acquired, the directors and supervisors of the Bank shall, subject to prior approval from the Shareholders’ general meeting, be entitled to compensation or other funds for loss of their positions or upon retirement The acquisition of the Bank mentioned in the preceding paragraph refers to one of the following circumstances: (I) a takeover offer made by any person to all shareholders; and Deleted (II) a takeover offer made by any person with the intent of becoming the Controlling Shareholder If the directors and supervisors concerned do not comply with the provisions of this article, any funds received by them shall go to the persons who have accepted the offer mentioned above and sold their shares The directors and supervisors shall bear the expenses arising from the distribution of such amounts proportionally, and such expenses shall not be deducted from the amounts 103 2022 Amended Articles 2025 Proposed Amended Articles Chapter X Financial Accounting System, Profit Chapter IX Financial Accounting System, Profit Distribution and Audit Distribution and Audit Article 289 Our Bank shall publish its financial Article 218 The Bank shall prepare its annual report twice each financial year, ie publish the financial report at the end of each financial year, interim financial report within 60 days after the end which shall be audited by the accounting firm in of the first six months of each financial year and accordance with the laws The Bank shall publish publish its annual financial report within 120 days its financial report twice each financial year, ie after the end of each financial year publish the interim financial report within 60 days two months after the end of the first six months If the securities regulators in the place where the half of each financial year and publish its annual Shares are listed have regulations otherwise, such financial report within 120 days four months after regulations shall prevail the end of each financial year If the securities regulators in the place where the Shares are listed have regulations otherwise, such regulations shall prevail Article 290 At the end of each financial year, the Bank shall prepare an annual financial report which shall be examined and verified in a manner prescribed by the laws At each annual general Deleted meeting, the Board shall submit an annual financial report prepared by the Bank in accordance with the relevant laws and regulations to the shareholders Article 291 The Board shall make the Bank’s legally audited annual financial reports available at the Board office of the Bank 20 days or earlier before the convening of the annual general meeting for inspection by shareholders Each shareholder of the Bank shall be entitled to obtain the financial reports mentioned in this chapter Deleted The aforesaid financial reports shall include: the report of the Board along with the balance sheet (including all documents to be attached to balance sheet as required by the laws and regulations) and income statement or income and expenditure statement or abstract of financial report approved by the Hong Kong Stock Exchange (subject to relevant laws and regulations) Article 296 The Bank shall not establish account Article 223 The Bank shall not establish account books other than the statutory account books No books other than the statutory account books No assets of the Bank may be kept in any account assets funds of the Bank may be kept in any account opened in the name of any individual opened in the name of any individual 104 2022 Amended Articles 2025 Proposed Amended Articles Article 299 The Bank’s major shareholders should Article 226 The Bank’s major shareholders should support the Bank to adjust its profit distribution support the Bank to adjust its profit distribution policy according to its own operating conditions, policy according to its own operating conditions, r i sk exposure , capi ta l p lanning and market r i sk exposure , capi ta l p lanning and market environment, and balance the relationship between environment, and balance the relationship between cash dividends and capital replenishment The cash dividends and capital replenishment The Bank’s major shareholders shall support the Bank in Bank’s major shareholders shall support the Bank in reducing or not making cash dividends if any of the reducing or not making cash dividends if any of the following circumstances exist: following circumstances exist: (I) where its capital adequacy ratios do not meet (I) where its capital adequacy ratios do not meet regulatory requirements; regulatory requirements; (II) where its corporate governance assessment (II) where its corporate governance assessment result is lower than class C or regulatory rating is result is lower than class C or regulatory rating is lower than grade 3; lower than grade 3; (III) where the allowance for loan losses is below (III) where the allowance for loan losses is below regulatory requirements or the non-performing loan regulatory requirements or the non-performing loan ratio is significantly higher than the industry average ratio is significantly higher than the industry average level; level; (IV) where there is major risk incident or a serious (IV) where there is major risk incident or a serious violation of laws or regulations by the Bank; violation of laws or regulations by the Bank; (V) other circumstances where the CBIRC and its (V) other circumstances where the CBIRC and its local offices consider that dividends should not be local offices regulatory authorities consider that paid dividends should not be paid Article 305 The Bank shall appoint for Shareholders Article 232 The Bank shall appoint for Shareholders of overseas listed foreign shares receiving agents of overseas listed foreign shares H Shares receiving The receiving agents shall receive on behalf of the agents The receiving agents shall receive on Shareholders concerned the dividends distributed behalf of the Shareholders concerned the dividends and other funds payable by the Bank in respect of distributed and other funds payable by the Bank the overseas listed foreign shares in respect of the overseas listed foreign shares H Shares The receiving agents appointed by the Bank shall comply with the laws of the locality in which the The receiving agents appointed by the Bank shall Bank’s shares are listed or the relevant requirements comply with the laws of the locality in which the of the stock exchange The receiving agents Bank’s shares are listed or the relevant requirements appointed by the Bank for Shareholders of H-shares of the stock exchange The receiving agents shall be a company which is registered as a trust appointed by the Bank for Shareholders of H-shares company under the Trustee Ordinance of Hong shall be a company which is registered as a trust Kong company under the Trustee Ordinance of Hong Kong 105 2022 Amended Articles 2025 Proposed Amended Articles Article 309 The internal audit system and the duties Article 236 The internal audit system and the duties of the audit personnel shall be implemented upon of the audit personnel shall be implemented upon approval by the Board The person in charge of audit approval by the Board The person in charge of shall be responsible to and report works to the Audit audit shall be responsible to and report works to the and Consumer Rights Protection Committee of the Party committee of the Headquarters, the Board Board and the Audit and Consumer Rights Protection Committee of the Board Article 310 The Bank shall appoint an independent Article 237 The Bank shall appoint an independent a ccoun t i ng f i rm wh ich mee t s t he r e l evan t a ccoun t i ng f i rm wh ich mee t s t he r e l evan t requirements of the State to audit the Bank’s annual requirements of the State to audit the Bank’s annual financial reports and review the Bank’s other financial reports and review the Bank’s other financial reports financial reports, and it shall hold office for one year, and may be re-appointed Article 313 The accounting firm appointed by the Bank shall be entitled to the following rights: (I) to inspect the financial statements, books, records or vouchers of the Bank at any time, and to request the directors, senior management members of the Bank to provide relevant information and explanation; (II) to request the Bank to provide other information and explanation as are necessary for the accounting firm to perform its duties, including requesting Deleted the Bank to take all reasonable measures to obtain from its subsidiary companies such information and explanation as are necessary for the accounting firm to perform its duties; and (III) to attend the Shareholders’ general meetings, and to obtain the notice of, and other information relating to, the Shareholders’ general meetings which any shareholder is entitled to receive, and to speak at any Shareholders’ general meeting in relation to matters concerning its role as the accounting firm appointed by the Bank 106 2022 Amended Articles 2025 Proposed Amended Articles Article 316 The appointment, dismissal or non- reappointment of an accounting firm by the Bank shall be determined by the Shareholders’ general meeting, and shall be filed with the securities regulatory authorities of the State Council The Shareholders’ general meeting shall abide by the following provisions when proposing to pass a resolution to appoint an accounting firm which is not currently serving the Bank to fill the vacancy of an accounting firm, or renew the term of office of an accounting firm appointed by the Board to fill the vacancy, or dismiss an accounting firm before the expiry of its term: (I) The proposal in relation to the appointment or dismissal shall be delivered prior to the issue of notice of the Shareholders’ general meeting to the accounting firm to be appointed, the accounting firm leaving office, or the accounting firm which has left office in the relevant fiscal year Leaving office Deleted includes dismissal, resignation and retirement (II) If an accounting firm leaving office makes a written statement and requests the Bank to inform shareholders of such statement, the Bank shall take the following measures, unless the written statement is received too late: 1 to state in the notice which is issued for the purpose of adopting a resolution that the accounting firm which is leaving office has made a statement; 2 to send a copy of the statement in the form of an attachment to the notice to each shareholder entitled to receive the notice of Shareholders’ general meeting in the manner prescribed in these Articles (III) If the Bank fails to dispatch the statement of the relevant accounting firm in accordance with (II) above, the relevant accounting firm may request such statement to be read at the Shareholders’ general meeting and may make further appeals 107 2022 Amended Articles 2025 Proposed Amended Articles (VI) The accounting firm leaving office shall have the right to attend the following meetings: 1 the Shareholders’ general meeting at which its term of office would have expired; 2 the Shareholders’ general meeting held to fill the vacancy as a result of its dismissal; 3 the Shareholders’ general meeting held as a result of its voluntary resignation The accounting firm leaving office shall have the right to receive all notices of, or other information relating to, the abovementioned meetings, and may express its views at the aforementioned meetings on matters in relation to its previous appointment as the accounting firm of the Bank Article 317 The Bank shall notify the accounting Article 242 The Bank shall notify the accounting f i rm 15 days before the d i smissa l o r non- f i rm 15 days before the d i smissa l o r non- reappointment of such accounting f irm The reappointment of such accounting f irm The accounting firm shall have the right to present its accounting firm shall have the right to present views at the Shareholders’ general meeting In the its views at the Shareholders’ general meeting event the accounting firm proposes to resign from its is permitted to present its views when the position, it shall explain to the Shareholders’ general dismissal of such accounting firm is voted by the meeting whether there has been any impropriety on Shareholders’ general meeting In the event the the part of the Bank accounting firm proposes to resign from its position, it shall explain to the Shareholders’ general meeting An accounting firm may resign by depositing at whether there has been any impropriety on the part the legal address of the Bank a written resignation of the Bank notice which shall become effective on the date of such deposit or on such later date as stipulated in An accounting firm may resign by depositing at such notice Such notice shall contain the following the legal address of the Bank a written resignation statements: notice which shall become effective on the date of such deposit or on such later date as stipulated in (I) a statement to the effect that there are no such notice Such notice shall contain the following circumstances in connection with its resignation statements: which it considers should be brought to the notice of the shareholders or creditors of the Bank; or (I) a statement to the effect that there are no circumstances in connection with its resignation (II) a statement of any other circumstances requiring which it considers should be brought to the notice of an explanation the shareholders or creditors of the Bank; or (II) a statement of any other circumstances requiring an explanation 108 2022 Amended Articles 2025 Proposed Amended Articles The Bank shall send a copy of the written notice The Bank shall send a copy of the written notice referred to in the preceding paragraph to the relevant referred to in the preceding paragraph to the relevant regulatory authorities within 14 days upon receipt regulatory authorities within 14 days upon receipt of such written notice If the notice contains a of such written notice If the notice contains a statement mentioned in (II) above, a copy of such statement mentioned in (II) above, a copy of such statement shall be placed at the Bank for inspection statement shall be placed at the Bank for inspection by shareholders The Bank shall also send a copy by shareholders The Bank shall also send a copy of such statement by prepaid mail to every holder of such statement by prepaid mail to every holder of overseas listed foreign shares at the address of overseas listed foreign shares at the address registered in the register of members; or the Bank registered in the register of members; or the Bank shall, within the aforesaid period, issue or publish shall, within the aforesaid period, issue or publish such statement through the website of the stock such statement through the website of the stock exchange where the shares of the Bank are listed or exchange where the shares of the Bank are listed or on one or more newspapers designated thereby and on one or more newspapers designated thereby and stipulated in these Articles, subject to compliance stipulated in these Articles, subject to compliance with the laws and regulations and Hong Kong with the laws and regulations and Hong Kong Listing Rules Listing Rules In the event the accounting firm’s notice of In the event the accounting firm’s notice of resignation contains a statement of any other resignation contains a statement of any other c i rcumstances requir ing an explanat ion, the c i rcumstances requir ing an explanat ion, the accounting firm may require the Board to convene accounting firm may require the Board to convene an extraordinary general meeting to allow the an extraordinary general meeting to allow the accounting firm to explain the circumstances in accounting firm to explain the circumstances in connection with its resignation connection with its resignation Article 318 Notwithstanding what was agreed in the contract concluded between an accounting firm and the Bank, the Shareholders’ general meeting may, before the term of office of the accounting firm expires, decide to dismiss the accounting firm by Deleted way of an ordinary resolution Such decision shall not affect any right of the accounting firm to claim compensation from the Bank, which arises from its dismissal Chapter XI Notice and Announcement Chapter X Notice and Announcement Article 321 Except as otherwise provided in these Article 245 Except as otherwise provided in these Articles, notices of meetings of the Board of Articles, notices of meetings of the Board of Directors, its special committees, the Board of Directors, and its special committees, the Board of Supervisors, and its special committees convened Supervisors, and its special committees convened by the Bank shall be delivered in writing by by the Bank shall be delivered in writing by personal delivery, courier, post, fax, and information personal delivery, courier, post, fax, and information publishing platforms designated by the Bank publishing platforms designated by the Bank 109 2022 Amended Articles 2025 Proposed Amended Articles Chapter XII Merger, Division, Dissolution and Chapter XI Merger, Division, Dissolution and Liquidation Liquidation Article 327 In respect of the merger or division of the Bank, the Board shall propose a plan and have it adopted following the procedure specified in these Articles, and go through relevant examination and approval formalities pursuant to laws Any shareholder objecting to the merger or division of the Bank shall have the right to require the Bank or Deleted the shareholders approving the merger or division of the Bank to purchase his/her shares at a fair price The resolution of merger or division of the Bank shall be made as a special document for inspection by shareholders For holders of H Shares, the Bank shall deliver the aforementioned documents by mail Article 330 If the Bank is involved in a merger, Article 253 If the Bank is involved in a merger, the parties to the merger shall enter into a merger the parties to the merger shall enter into a merger agreement The parties to the merger shall prepare a agreement The parties to the merger shall prepare a balance sheet and an inventory of assets The Bank balance sheet and an inventory of assets The Bank shall notify its creditors within 10 days after the shall notify its creditors within 10 days after the adoption of the merger resolution and shall publish adoption of the merger resolution and shall publish announcements in newspapers within 30 days The announcements in newspapers or the National creditors may require the Bank to repay debts or Enterprise Credit Information Publicity System provide corresponding guarantees within 30 days within 30 days The creditors may require the Bank after receipt of the notice or within 45 days after the to repay debts or provide corresponding guarantees announcement if the creditors haven’t received the within 30 days after receipt of the notice or within notice 45 days after the announcement if the creditors haven’t received the notice Article 331 Where the Bank is divided, its properties Article 254 Where the Bank is divided, i ts shall be divided accordingly In the event of division properties shall be divided accordingly In the of the Bank, the parties concerned shall conclude event of division of the Bank, the parties concerned a division agreement and prepare balance sheets shall conclude a division agreement and prepare and property inventories The Bank shall notify balance sheets and property inventories The its creditors within 10 days after adoption of the Bank shall notify its creditors within 10 days after division resolution and shall make announcements in adoption of the division resolution and shall make newspapers within 30 days announcements in newspapers or the National Enterprise Credit Information Publicity System within 30 days 110 2022 Amended Articles 2025 Proposed Amended Articles Article 335 The Bank shall be dissolved and Article 258 The Bank shall be dissolved and liquidated according to law in any of the following liquidated according to law in any of the following circumstances: circumstancesThe Bank is dissolved due to the following reasons: (I) if the Shareholders’ general meeting resolves to do so; (I) the term of operation specified in these Articles expires or any other circumstances for (II) if a dissolution is necessary as a result of a dissolution specified in these Articles arise merger or division; (II) if the Shareholders’ general meeting resolves to (III) if the Bank is declared bankruptcy according to do so; law because it is unable to pay its debts when they fall due; (III) if a dissolution is necessary as a result of a merger or division; (IV) if the Bank is ordered to close due to violation of laws and regulations; (III) if the Bank is declared bankruptcy according to law because it is unable to pay its debts when they (V) if the Bank gets into serious trouble in fall due; operations and management and continuation may incur material losses to the interests of the (IV) if its business license is revoked, the Bank or shareholders, and no solution can be found through it is ordered to close due to violation of laws and any other channel, the shareholders holding more regulations or cancelled according to law; than 10% of the total voting rights of all the shareholders of the Bank may request the people’s (V) if the Bank gets into serious trouble in court to dissolve the Bank; and operations and management and continuation may incur material losses to the interests of the (VI) the term of operation specified in these Articles shareholders, and no solution can be found through expires or any other circumstance for dissolution any other channel, the shareholders holding more specified in these Articles arises than 10% of the total voting rights of all the shareholders of the Bank may request the people’s The Bank’s liquidation and dissolution matters shall court to dissolve the Bank; comply with the requirements of the Company Law, the Commercial Banking Law and the exchange (VI) the term of operation specified in these Articles where the Bank’s securities are listed, and shall expires or any other circumstance for dissolution be approved by relevant regulatory authorities, if specified in these Articles arises required If any of the circumstances for dissolution specified in the preceding paragraph arises, the Bank shall publicize the circumstance for dissolution through the National Enterprise Credit Information Publicity System within 10 days 111 2022 Amended Articles 2025 Proposed Amended Articles The Bank’s liquidation and dissolution matters shall comply with the requirements of the Company Law, the Commercial Banking Law and the exchange where the Bank’s securities are listed, and shall be approved by relevant regulatory authorities, if required Where the Bank is dissolved pursuant to (I), (II), (IV) and (V) of Paragraph 1 of the above Article, it shall be liquidated The directors, who are the Bank’s liquidation obligors, shall set up a liquidation committee to commence the liquidation within 15 days from the date on which the circumstance for dissolution occurs The liquidation committee shall be composed of directors, unless otherwise specified in these Articles or another person is appointed according to a resolution at a Shareholders’ general meeting T h e l i q u i d a t i o n o b l i g o r s s h a l l a s s u m e compensation liability if the Bank or creditors incur losses as a result of the liquidation obligors’ failure to perform their liquidation obligations in a timely manner 112 2022 Amended Articles 2025 Proposed Amended Articles Article 336 Where the Bank is dissolved pursuant to (I), (V) and (VI) of the preceding article, a liquidation committee shall be set up within 15 days and the members thereof shall be decided by an ordinary resolution at a Shareholders’ general meeting If no liquidation committee is established after the said timeframe, the creditors may apply to the people’s court for appointment of relevant persons to establish a liquidation committee to commence liquidation Where the Bank is dissolved pursuant to (II) of the preceding article, the liquidation work shall be handled by the parties to the merger or division in accordance with the contract signed at the time of Deleted the merger or division Where the Bank is dissolved pursuant to (III) of the preceding article, a liquidation committee comprising shareholders, relevant authorities and professionals shall be established by the people’s court in accordance with relevant laws to carry out the liquidation Where the Bank is dissolved pursuant to (IV) of the preceding article, the relevant competent authorities shall organize shareholders, relevant authorities and relevant professionals to set up a liquidation committee for liquidation Article 337 After the establishment of the liquidation committee, the functions and powers of the Board and the president shall immediately be ceased Deleted During the liquidation period, the Bank shall not carry out new business activities 113 2022 Amended Articles 2025 Proposed Amended Articles Article 338 If the Board decides that the Bank shall be liquidated (except for liquidation resulting from the Bank’s declaration of bankruptcy), it shall state in the notice of Shareholders’ general meeting convened for such purpose that the Board has conducted a comprehensive investigation into the situation of the Bank and believes that the Bank is able to pay off all its debts within 12 months following the commencement of the liquidation After the resolution on liquidation is adopted at the Shareholders’ general meeting, the functions and Deleted powers of the Board of the Bank shall be terminated immediately The l iquidat ion committee shal l , as per the instructions of the Shareholders’ general meeting, report to the Shareholders’ general meeting at least once a year about the revenues and expenses of the liquidation committee, the businesses of the Bank and the progress of liquidation, and deliver a final report to the Shareholders’ general meeting at the end of liquidation Article 339 During liquidation, the liquidation Article 259 During liquidation, the liquidation committee shall exercise the following functions and committee shall exercise the following functions and powers: powers: (I) to inform creditors by notice or announcement; (I) to inform creditors by notice or announcement; (II) to liquidate the assets of the Bank and prepare a (II) to liquidate the assets of the Bank and prepare a balance sheet and a property inventory separately; balance sheet and a property inventory separately; (III) to deal with the outstanding businesses of the (III) to deal with the outstanding businesses of the Bank relating to liquidation; Bank relating to liquidation; (IV) to pay off the outstanding taxes; (IV) to pay off the outstanding taxes and taxes arising in the course of liquidation; (V) to settle creditor’s rights and debts; (V) to settle creditor’s rights and debts; (VI) to dispose of the remaining assets of the Bank after repayment of debts; and (VI) to dispose of distribute the remaining assets of the Bank after repayment of debts; and (VII) to represent the Bank in civil proceedings (VII) to represent the Bank in civil proceedings 114 2022 Amended Articles 2025 Proposed Amended Articles Article 340 The liquidation committee shall notify Article 260 The liquidation committee shall notify the creditors within 10 days after its establishment the creditors within 10 days after its establishment and shall make announcements in newspapers within and shall make announcements in newspapers or the 60 days National Enterprise Credit Information Publicity System within 60 days Article 341 The creditors shall declare their Article 261 The creditors shall declare their creditor’s rights to the liquidation committee within creditor’s rights to the liquidation committee within 30 days after receipt of the notice or within 45 30 days after receipt of the notice or within 45 days after announcement if the creditors have not days after announcement if the creditors have not received the notice When declaring their creditor’s received the notice When declaring their creditor’s rights, the creditors shall explain matters relating rights, the creditors shall explain matters relating to their rights and provide relevant evidential to their rights and provide relevant evidential documents The liquidation committee shall register documents The liquidation committee shall register the creditor’s rights the creditor’s rights During period of declaration of creditor’s rights, the liquidation committee shall not settle the creditor’s debts Article 343 The assets of the Bank shall be Article 263 The assets of the Bank shall be liquidated in the following order of priority: liquidated in the following order of priority: (I) to pay liquidation expenses; (I) to pay liquidation expenses; (II) to pay employees’ salaries, social insurance (II) to pay employees’ salaries, social insurance expenses and statutory compensations of the Bank; expenses and statutory compensations of the Bank; (III) to pay principal and interests of personal (III) to pay principal and interests of personal savings deposits; savings deposits; (IV) to pay outstanding taxes; (IV) to pay outstanding taxes; (V) to pay debts of the Bank; and (V) to pay debts of the Bank; and (VI) to distribute as per the types of the shares (VI) to distribute as per the types of the shares held by the Shareholders and their shareholding held by the Shareholders and their shareholding percentages percentages Before liquidation as specified in (I) to (V) of the The Bank shall subsist during the liquidation preceding paragraphs, the assets of the Bank shall period, but it shall not carry out business not be distributed to shareholders activities that do not relate to the liquidation Before liquidation as specified in (I) to (V) of the preceding paragraphs, the assets of the Bank shall not be distributed to shareholders 115 2022 Amended Articles 2025 Proposed Amended Articles Article 344 In the event of liquidation due to Article 264 In the event of liquidation due to dissolution of the Bank, after the liquidation dissolution of the Bank, after After the liquidation committee has liquidated the assets of the Bank and committee has liquidated the assets of the Bank and prepared a balance sheet and a property inventory, if prepared a balance sheet and a property inventory, if it discovers that the Bank’s assets are insufficient to it discovers that the Bank’s assets are insufficient to repay its debts in full, it shall apply to the people’s repay its debts in full, it shall apply to the people’s court to declare bankruptcy upon the approval of court to declare for bankruptcy liquidation upon the the banking regulatory authority Once the people’s approval of the banking regulatory authority Once court makes a ruling declaring the Bank bankruptcy, the people’s court makes a ruling declaring the Bank the liquidation committee shall hand over the has accepted the application for bankruptcy, the liquidation matters to the people’s court liquidation committee shall hand over the liquidation matters to a bankruptcy administrator designated by the people’s court Article 345 After completion of liquidation, the Article 265 After completion of liquidation, the liquidation committee shall prepare a liquidation liquidation committee shall prepare a liquidation report and income and expenditure statements and report and income and expenditure statements account books in respect of the liquidation period and account books in respect of the liquidation and, after verification of the Chinese certified period and, after verification of the Chinese public accountants, shall submit the same to the certified public accountants, shall and submit the Shareholders’ general meeting or the relevant same to the Shareholders’ general meeting or the competent authority for confirmation relevant competent authority for confirmation The liquidation committee shall, within 30 days The liquidation committee shall, within 30 days after obtaining confirmation on the liquidation after obtaining confirmation on the liquidation report from the Shareholders’ general meeting or report from the Shareholders’ general meeting or the the relevant competent authority, and submit the relevant competent authority, submit the aforesaid aforesaid documentation to the company Bank’s documentation to the company registration authority, registration authority, and apply to cancel company and apply to cancel registration of the Bank and registration of the Bank and announce termination announce termination of the Bank of the Bank Members of the l iquidat ion committee shal l faithfully perform their duties and carry out their liquidation obligations according to the laws, and shall not abuse their official powers to seek bribes or other illegal income or expropriate the properties of the Bank duties and fulfill the duty of loyalty and duty of diligence Members of the liquidation committee shall assume compensation liability if the Bank incurs losses as a result of the remissness of the said members in carrying out liquidation duties Members of the liquidation committee shall assume compensation liability if the Bank or creditors incur losses as a result of the deliberate or gross default of the said members 116 2022 Amended Articles 2025 Proposed Amended Articles Article 346 Members of the liquidation committee shall faithfully perform their duties and carry out their liquidation obligations according to the laws, and shall not abuse their official powers to seek bribes or other illegal income or expropriate the properties of the Bank Members of the liquidation committee shall assume compensation liability if the Bank or creditors incur losses as a result of the deliberate or gross default of the said members Chapter XIV Settlement of Disputes Chapter XIII Settlement of Disputes Article 353 The Bank shall observe the following Article 272 The Bank shall observe the following rules for settlement of disputes: rules for settlement of disputes: (I) Where any disputes or claims arise between (I) Where any disputes or claims arise between a holder of overseas listed foreign shares and a holder of overseas l is ted foreign sharesH the Bank; between a holder of overseas listed Shareholder and the Bank; between a holder of foreign shares and a Director, Supervisor or senior overseas listed foreign sharesH Shareholder and a management member of the Bank; or between Director, Supervisor or senior management member a holder of overseas listed foreign shares and a of the Bank; or between a holder of overseas listed holder of domestic shares, in relation to the Bank’s foreign sharesH Shareholder and a holder of business and arising from the rights and obligations domestic unlisted shares, in relation to the Bank’s under the Articles of Association, the Company business and arising from the rights and obligations Law and other relevant laws and administrative under the Articles of Association, the Company regulations, the parties concerned shall submit such Law and other relevant laws and administrative disputes or claims to arbitration regulations, the parties concerned shall submit such disputes or claims to arbitration (II) The aforesaid disputes or claims submitted to arbitration shall be the entire claims or disputes; (II) The aforesaid disputes or claims submitted to all the persons who complain for the same reason arbitration shall be the entire claims or disputes; or persons whose participations are required for all the persons who complain for the same reason the settlement of such disputes or claims shall, if or persons whose participations are required for they are in the capacity of the Bank or the Bank’s the settlement of such disputes or claims shall, if Shareholders, Directors, Supervisors or senior they are in the capacity of the Bank or the Bank’s management members, comply with the result of the Shareholders, Directors, Supervisors or senior arbitration management members, comply with the result of the arbitration 117 2022 Amended Articles 2025 Proposed Amended Articles Chapter XV Supplementary Provisions Chapter XIV Supplementary Provisions (Movement of the positions of Article 78 of the original Articles/Article 84 of 2022 Amended Articles) Articles 275 The “Controlling Shareholder(s)” referred to herein shall refer to the person satisfying any of the following conditions: (I) the shareholder may elect more than half of the Directors when acting alone or in concert with others; (II) the shareholder may exercise or control the exercise of above 30% of the voting rights of the Bank when acting alone or in concert with others; (III) the shareholder holds above 30% of issued and outstanding shares of the Bank when acting alone or in concert with others; and (IV) the shareholder may de facto control the Bank in any other manner when acting alone or in concert with others The term “acting in concert” referred to in this article shall mean consensus reached between two or more persons by way of agreement, whether verbal or written, to acquire voting rights in the Bank by any one of them, for the purpose of controlling or consolidating the control over the Bank 118 2022 Amended Articles 2025 Proposed Amended Articles Article 356 The term “major shareholder” in these Article 276 The term “major shareholder” in these Articles refers to a shareholder who meets one of Articles refers to a shareholder who meets one of the following conditions: the following conditions: (I) holding more than 15% of the Bank’s equity; (I) holding more than 15% of the Bank’s equity; (II) actually holding the most equity in the Bank and (II) actually holding the most equity in the Bank and the shareholding is not lower than 5% (including the shareholding is not lower than 5% (including shareholders holding the same number of shares); shareholders holding the same number of shares); (III) nominating more than two directors; (III) nominating more than two directors; (IV) having a controlling influence on the operation (IV) having a controlling influence on the operation and management of the Bank in the view of the and management of the Bank in the view of the Board of the Bank; Board of the Bank; (V) other circumstances recognized by the China (V) other circumstances recognized by the China Banking and Insurance Regulatory Commission or Banking and Insurance Regulatory Commission its local offices banking regulatory authorities of the State Council or its local offices The shareholdings of shareholders, their related parties and parties acting in concert are calculated The shareholdings of shareholders, their related in aggregate If the total shareholding meets the parties and parties acting in concert are calculated above requirements, the relevant shareholders are in aggregate If the total shareholding meets the considered as major shareholders for management above requirements, the relevant shareholders are considered as major shareholders for management Article 357 The “on-site meeting” referred to in these Articles refers to the meeting to be held by means of on-site, video, telephone, etc that can Deleted ensure immediate communication and discussion among the participants Article 359 “De facto controller” means a person Article 278 “De facto controller” means a person who, though not a shareholder of the Bank, is able who, though not a shareholder of the Bank, is able to get the de facto control of the Bank through to get the de facto control of the Bank through investment relationships, agreement or other investment relationships, agreement or other arrangements arrangements 119 2022 Amended Articles 2025 Proposed Amended Articles All references to “the China Banking and Insurance Regulatory Commission” in these Articles are adjusted to “the banking regulatory authorities of the State Council” All references to “股東大會” in these Articles are adjusted to “股東會” or “股東會會議” (all of them mean “Shareholders’ general meeting”), as the case may be All references to “高級管理層成員” in these Articles are adjusted to “高級管理人員” According to relevant laws and regulation and corporate governance requirements, the Board of Supervisors shall no longer be established, and the Audit and Consumer Rights Protection Committee shall take over relevant duties and functions of the Board of Supervisors Contents regarding Supervisors and the Board of Supervisors have been deleted in corresponding Articles Adjustments will be made to the numbering of relevant chapters and Articles as well as to cross-references affected by this amendments to the Articles of Association 120
OF THE PROPOSED AMENDMENTS TO
2025-07-25 18:12:33
Announcements & Notices
APPROVAL ON THE QUALIFICATION OF CHIEF RISK MANAGEMENT OFFICER 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 announcement 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) APPROVAL ON THE QUALIFICATION OF CHIEF RISK MANAGEMENT OFFICER BY THE NATIONAL FINANCIAL REGULATORY ADMINISTRATION Reference is made to the announcement of CHINA BOHAI BANK CO, LTD (the “Bank”) dated January 20, 2025 (the “Announcement”), in relation to the appointment of Mr QI Jun as the chief risk management officer of the Bank Capitalised terms used herein, unless otherwise defined, shall have the same meanings as those defined in the Announcement The Bank has recently received the Approval from the National Financial Regulatory Administration on the Qualification of QI Jun as the Chief Risk Management Officer of China Bohai Bank (Jin Fu [2025] No 427) Pursuant to relevant requirements, the qualification of Mr QI Jun as the chief risk management officer of the Bank has been approved by the National Financial Regulatory Administration, with his appointment effective from July 21, 2025 Mr QI Jun is currently a vice president and the chief risk management officer of the Bank Please refer to the Announcement for the biographical details of Mr QI Jun By order of the Board CHINA BOHAI BANK CO, LTD WANG Jinhong Chairman Tianjin, China July 23, 2025 As 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, Mr DUAN Wenwu, 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
THE OF BY CHIEF OFFICER
2025-07-23 17:17:08
Announcements & Notices
MONTHLY RETURN OF EQUITY ISSUER ON MOVEMENTS IN SECURITIES FOR THE MONTH ENDED 30 JUNE 2025
FF301 Monthly 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 June 2025 Status: New Submission To : Hong Kong Exchanges and Clearing Limited Name of Issuer: CHINA BOHAI BANK CO, LTD Date Submitted: 03 July 2025 I Movements in Authorised / Registered Share Capital 1 Class of shares Ordinary shares Type of shares H Listed on the Exchange (Note 1) Yes Stock code (if listed) 09668 Description Number of authorised/registered shares Par value Authorised/registered share capital Balance at close of preceding month 6,200,555,000 RMB 1 RMB 6,200,555,000 Increase / decrease (-) 0 RMB 0 Balance at close of the month 6,200,555,000 RMB 1 RMB 6,200,555,000 2 Class of shares Other class (specify in description) Type of shares Other type (specify in description) Listed on the Exchange (Note 1) No Stock code (if listed) - Description Domestic Shares Number of authorised/registered shares Par value Authorised/registered share capital Balance at close of preceding month 11,561,445,000 RMB 1 RMB 11,561,445,000 Increase / decrease (-) 0 RMB 0 Balance at close of the month 11,561,445,000 RMB 1 RMB 11,561,445,000 Total authorised/registered share capital at the end of the month: RMB 17,762,000,000 Page 1 of 10 v 111 FF301 II Movements in Issued Shares and/or Treasury Shares 1 Class of shares Ordinary shares Type of shares H Listed on the Exchange (Note 1) Yes Stock code (if listed) 09668 Description Number of issued shares (excluding treasury shares) Number of treasury shares Total number of issued shares Balance at close of preceding month 6,200,555,000 0 6,200,555,000 Increase / decrease (-) 0 0 Balance at close of the month 6,200,555,000 0 6,200,555,000 2 Class of shares Ordinary shares Type of shares Other type(specify in description) Listed on the Exchange (Note 1) No Stock code (if listed) - Description Domestic Shares Number of issued shares (excluding treasury shares) Number of treasury shares Total number of issued shares Balance at close of preceding month 11,561,445,000 0 11,561,445,000 Increase / decrease (-) 0 0 Balance at close of the month 11,561,445,000 0 11,561,445,000 Page 2 of 10 v 111 FF301 III Details of Movements in Issued Shares and/or Treasury Shares (A) Share Options (under Share Option Schemes of the Issuer) Not applicable Page 3 of 10 v 111 FF301 (B) Warrants to Issue Shares of the Issuer Not applicable Page 4 of 10 v 111 FF301 (C) Convertibles (ie Convertible into Shares of the Issuer) Not applicable Page 5 of 10 v 111 FF301 (D) Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes) Not applicable Page 6 of 10 v 111 FF301 (E) Other Movements in Issued Shares and/or Treasury Shares Not applicable Page 7 of 10 v 111 FF301 IV Information about Hong Kong Depositary Receipt (HDR) Not applicable Page 8 of 10 v 111 FF301 V Confirmations Not applicable Submitted by: DU Gang Title: Joint Company Secretary (Director, Secretary or other Duly Authorised Officer) Page 9 of 10 v 111 FF301 Notes 1 The Exchange refers to The Stock Exchange of Hong Kong Limited 2 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 number 4 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 return 5 “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 respects Page 10 of 10 v 111
ISSUER FOR ON SECURITIES MOVEMENTS
2025-07-03 14:48:19
Announcements & Notices
POLL RESULTS OF THE 2024 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 announcement 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) POLL RESULTS OF THE 2024 ANNUAL GENERAL MEETING References are made to the circular (the “Circular”) and the notice of the 2024 AGM (the “AGM”) of CHINA BOHAI BANK CO, LTD (the “Bank”) both dated May 29, 2025 Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Circular The AGM was held at 2:00 pm on Wednesday, June 18, 2025 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 Mr DUAN Wenwu and Mr ZHANG Yunji as non-executive Directors were unable to attend the AGM due to other business engagements Computershare Hong Kong Investor Services Limited was appointed by the Bank as the scrutineer for the vote-taking at the AGM Two shareholders’ representatives and one Supervisor of the Bank participated in vote counting and scrutinizing Commerce & Finance Law Offices, 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 Association POLL RESULTS OF THE AGM As 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 Shares and 6,200,555,000 H Shares 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 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 AGM 1 As 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 Shares and 6,200,555,000 H Shares Shareholders or their proxies who attended the AGM represented, in aggregate, 13,260,447,353 voting ordinary Shares of the Bank, representing approximately 80899336% of the total voting ordinary Shares of the Bank as at the date of the AGM All 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 Abstain 1 Report of the Board of Directors for 2024 of CHINA BOHAI 13,259,189,853 0 1,257,500 BANK CO, LTD (99990517%) (0000000%) (0009483%) 2 Report of the Board of Supervisors for 2024 of CHINA BOHAI 13,259,189,853 0 1,257,500 BANK CO, LTD (99990517%) (0000000%) (0009483%) 3 Report of Final Financial Accounts for 2024 of CHINA BOHAI 13,259,189,853 0 1,257,500 BANK CO, LTD (99990517%) (0000000%) (0009483%) 4 Profit Distribution Plan for 2024 of CHINA BOHAI BANK CO, 13,260,447,353 0 0 LTD (100000000%) (0000000%) (0000000%) 5 Financial Budget Report for 2025 of CHINA BOHAI BANK CO, 13,260,447,353 0 0 LTD (100000000%) (0000000%) (0000000%) 6 Investment Plan for 2025 of CHINA BOHAI BANK CO, LTD 13,260,447,353 0 0 (100000000%) (0000000%) (0000000%) 7 Re-appointment of External Auditors for 2025 13,260,447,353 0 0 (100000000%) (0000000%) (0000000%) 8 Remuneration for 2023 and Assessment of Incentive Income for 13,260,447,353 0 0 2021-2023 of Chairman (100000000%) (0000000%) (0000000%) As the resolutions numbered 1 to 8 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 resolutions By order of the Board CHINA BOHAI BANK CO, LTD WANG Jinhong Chairman Tianjin, China June 18, 2025 As 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, Mr DUAN Wenwu, 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 2
ANNUAL THE OF GENERAL RESULTS
2025-06-18 17:54:26
Announcements & Notices
MONTHLY RETURN OF EQUITY ISSUER ON MOVEMENTS IN SECURITIES FOR THE MONTH ENDED 31 MAY 2025
FF301 Monthly 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 2025 Status: New Submission To : Hong Kong Exchanges and Clearing Limited Name of Issuer: CHINA BOHAI BANK CO, LTD Date Submitted: 04 June 2025 I Movements in Authorised / Registered Share Capital 1 Class of shares Ordinary shares Type of shares H Listed on the Exchange (Note 1) Yes Stock code (if listed) 09668 Description Number of authorised/registered shares Par value Authorised/registered share capital Balance at close of preceding month 6,200,555,000 RMB 1 RMB 6,200,555,000 Increase / decrease (-) 0 RMB 0 Balance at close of the month 6,200,555,000 RMB 1 RMB 6,200,555,000 2 Class of shares Other class (specify in description) Type of shares Other type (specify in description) Listed on the Exchange (Note 1) No Stock code (if listed) - Description Domestic Shares Number of authorised/registered shares Par value Authorised/registered share capital Balance at close of preceding month 11,561,445,000 RMB 1 RMB 11,561,445,000 Increase / decrease (-) 0 RMB 0 Balance at close of the month 11,561,445,000 RMB 1 RMB 11,561,445,000 Total authorised/registered share capital at the end of the month: RMB 17,762,000,000 Page 1 of 10 v 111 FF301 II Movements in Issued Shares and/or Treasury Shares 1 Class of shares Ordinary shares Type of shares H Listed on the Exchange (Note 1) Yes Stock code (if listed) 09668 Description Number of issued shares (excluding treasury shares) Number of treasury shares Total number of issued shares Balance at close of preceding month 6,200,555,000 0 6,200,555,000 Increase / decrease (-) 0 0 Balance at close of the month 6,200,555,000 0 6,200,555,000 2 Class of shares Ordinary shares Type of shares Other type(specify in description) Listed on the Exchange (Note 1) No Stock code (if listed) - Description Domestic Shares Number of issued shares (excluding treasury shares) Number of treasury shares Total number of issued shares Balance at close of preceding month 11,561,445,000 0 11,561,445,000 Increase / decrease (-) 0 0 Balance at close of the month 11,561,445,000 0 11,561,445,000 Page 2 of 10 v 111 FF301 III Details of Movements in Issued Shares and/or Treasury Shares (A) Share Options (under Share Option Schemes of the Issuer) Not applicable Page 3 of 10 v 111 FF301 (B) Warrants to Issue Shares of the Issuer Not applicable Page 4 of 10 v 111 FF301 (C) Convertibles (ie Convertible into Shares of the Issuer) Not applicable Page 5 of 10 v 111 FF301 (D) Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes) Not applicable Page 6 of 10 v 111 FF301 (E) Other Movements in Issued Shares and/or Treasury Shares Not applicable Page 7 of 10 v 111 FF301 IV Information about Hong Kong Depositary Receipt (HDR) Not applicable Page 8 of 10 v 111 FF301 V Confirmations Not applicable Submitted by: DU Gang Title: Joint Company Secretary (Director, Secretary or other Duly Authorised Officer) Page 9 of 10 v 111 FF301 Notes 1 The Exchange refers to The Stock Exchange of Hong Kong Limited 2 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 number 4 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 return 5 “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 respects Page 10 of 10 v 111
ISSUER FOR SECURITIES ON MOVEMENTS
2025-06-04 18:39:55
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 FUNCTIONS The 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 Hongzhi Non-executive Directors: Mr AU Siu Luen (Vice chairman) Ms YUAN Wei Mr DUAN Wenwu Mr HU Aimin Mr ZHANG Yunji Independent Non-executive Directors: Mr TSE Yat Hong Mr SHUM Siu Hung Patrick Ms WANG Aijian Mr LIU Junmin Mr LIU Lanbiao Mr OUYANG Yong 1 The Board has established five committees The table below provides membership information of these committees on which each Board member serves Risk Audit and Development Committee Management Related Party Consumer Nomination Strategy and and Green Transactions Rights and Inclusive Finance Control Protection Remuneration Finance Director Committee Committee Committee Committee Committee Mr WANG Jinhong Member Chairperson Mr QU Hongzhi Member Member Member Mr AU Siu Luen Member Member Member Member Ms YUAN Wei Member Member Mr DUAN Wenwu Member Mr HU Aimin Member Mr ZHANG Yunji Member Member Mr TSE Yat Hong Member Member Chairperson Mr SHUM Siu Hung Patrick Member Member Member Member Ms WANG Aijian Member Member Mr LIU Junmin Chairperson Mr LIU Lanbiao Member Member Member Mr OUYANG Yong Chairperson Chairperson Member Tianjin, China May 29, 2025 2
THEIR AND ROLES DIRECTORS OF
2024-04-19 10:04:19
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