@
搜 索
热搜词:
×
全部时间
全部时间
一天内
一周内
一月内
一年内
全文查询
全文查询
标题查询
相关度排序
相关度排序
日期倒序
日期正序
清除
收起工具
FF301Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities For the month ended: 30 November 2025 Status: New SubmissionTo : Hong Kong Exchanges and Clearing LimitedName of Issuer: CHINA BOHAI BANK CO, LTDDate Submitted: 04 December 2025I Movements in Authorised / Registered Share Capital1 Class of shares Ordinary shares Type of shares H Listed on the Exchange (Note 1) YesStock code (if listed) 09668 DescriptionNumber of authorised/registered shares Par value Authorised/registered share capitalBalance at close of preceding month 6,200,555,000 RMB 1 RMB 6,200,555,000Increase / decrease (-) 0 RMB 0Balance at close of the month 6,200,555,000 RMB 1 RMB 6,200,555,0002 Class of shares Other class (specify in description) Type of shares Other type (specify in description) Listed on the Exchange (Note 1) NoStock code (if listed) - Description Domestic SharesNumber of authorised/registered shares Par value Authorised/registered share capitalBalance at close of preceding month 11,561,445,000 RMB 1 RMB 11,561,445,000Increase / decrease (-) 0 RMB 0Balance at close of the month 11,561,445,000 RMB 1 RMB 11,561,445,000Total authorised/registered share capital at the end of the month: RMB 17,762,000,000Page 1 of 10 v 111FF301II Movements in Issued Shares and/or Treasury Shares1 Class of shares Ordinary shares Type of shares H Listed on the Exchange (Note 1) YesStock code (if listed) 09668 DescriptionNumber of issued shares (excluding treasury shares) Number of treasury shares Total number of issued sharesBalance at close of preceding month 6,200,555,000 0 6,200,555,000Increase / decrease (-) 0 0Balance at close of the month 6,200,555,000 0 6,200,555,0002 Class of shares Ordinary shares Type of shares Other type(specify in description) Listed on the Exchange (Note 1) NoStock code (if listed) - Description Domestic SharesNumber of issued shares (excluding treasury shares) Number of treasury shares Total number of issued sharesBalance at close of preceding month 11,561,445,000 0 11,561,445,000Increase / decrease (-) 0 0Balance at close of the month 11,561,445,000 0 11,561,445,000Page 2 of 10 v 111FF301III Details of Movements in Issued Shares and/or Treasury Shares(A) Share Options (under Share Option Schemes of the Issuer) Not applicablePage 3 of 10 v 111FF301(B) Warrants to Issue Shares of the Issuer Not applicablePage 4 of 10 v 111FF301(C) Convertibles (ie Convertible into Shares of the Issuer) Not applicablePage 5 of 10 v 111FF301(D) Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes) Not applicablePage 6 of 10 v 111FF301(E) Other Movements in Issued Shares and/or Treasury Shares Not applicablePage 7 of 10 v 111FF301IV Information about Hong Kong Depositary Receipt (HDR) Not applicablePage 8 of 10 v 111FF301V Confirmations Not applicableSubmitted by: WANG JinhongTitle: Chairman(Director, Secretary or other Duly Authorised Officer)Page 9 of 10 v 111FF301Notes1 The Exchange refers to The Stock Exchange of Hong Kong Limited2 In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), "date of event" should be construed as "cancellation date"In the case of repurchase of shares (shares held as treasury shares), "date of event" should be construed as "date on which shares were repurchased and held by the issuer in treasury"3 The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet cancelled) Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative number4 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 return5 “Identical” means in this context:. the securities are of the same nominal value with the same amount called up or paid up;. they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and. they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respectsPage 10 of 10 v 111
ISSUER FOR SECURITIES ON IN
2025-12-04 16:21:44
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcementCHINA BOHAI BANK CO, LTD渤海銀行股份有限公司(A joint stock company incorporated in the People’s Republic of China with limited liability)(Stock Code: 9668)ANNOUNCEMENT ON COMPLETION OF ISSUE OF UNDATED CAPITAL BONDSThe board of directors (the “Board”) of CHINA BOHAI BANK CO, LTD (the “Bank”) is pleased to announce that, as considered and approved at the 2024 first extraordinary general meeting of the Bank and approved by the National Financial Regulatory Administration and the People’s Bank of China, the Bank issued the “CHINA BOHAI BANK CO, LTD 2025 Undated Capital Bonds” (the “Bonds”) in China national inter-bank bond market The bookkeeping of the Bonds was filed on November 18, 2025, the issue of the Bonds was completed on November 20, 2025 and the Bonds have accrued interest with effect from November 20, 2025The total issue size of the Bonds is RMB10 billion The coupon rate is 237% during the first 5 years, with a coupon rate adjustment period every 5 years The issuer shall have a conditional redemption right on every interest payment date from the fifth year onwardsThe proceeds from the issue of the Bonds will be entirely used to replenish the Bank’s additional tier 1 capitalBy order of the BoardCHINA BOHAI BANK CO, LTDWANG JinhongChairmanTianjin, ChinaNovember 20, 2025As at 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
OF ISSUE COMPLETION UNDATED CAPITAL
2025-11-20 17:52:43
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcementCHINA BOHAI BANK CO, LTD渤海銀行股份有限公司(A joint stock company incorporated in the People’s Republic of China with limited liability)(Stock Code: 9668)POLL RESULTS OF THE 2025 THIRD EXTRAORDINARY GENERAL MEETING AND ELECTION OF A DIRECTORReferences are made to the circular (the “Circular”) and the notice of the 2025 third Extraordinary General Meeting (the “EGM”) of CHINA BOHAI BANK CO, LTD (the “Bank”) both dated October 24, 2025 Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the CircularThe EGM was held at 2:00 pm on Friday, November 14, 2025 at Meeting Room 6702, China Bohai Bank Tower, 218 Haihe East Road, Hedong District, Tianjin, China The EGM 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 EGM, but Mr DUAN Wenwu and Mr ZHANG Yunji as non-executive Directors were unable to attend the EGM due to other business engagementsComputershare Hong Kong Investor Services Limited was appointed by the Bank as the scrutineer for the vote-taking at the EGM 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 EGM and other relevant matters in accordance with the law, and was of the opinion that the EGM was in compliance with the relevant laws and regulations, regulatory documents and the Articles of Association1POLL RESULTS OF THE EGMAs at the date of the EGM, the total number of issued ordinary Shares of the Bank was 17,762,000,000 Shares, comprising 11,561,445,000 Domestic Shares and 6,200,555,000 H Shares Insofar as the Bank was aware, certain Shareholder’s credit extended by the Bank was overdue, the voting rights of such Shareholder(s) at the EGM 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 EGM; no Shareholder had a material interest in the matters considered at the EGM and was required to abstain from voting at the EGM; there were no Shares of the Bank entitling the holders to attend and abstain from voting in favour at the EGM 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 EGM; and no Shareholder has stated their intention in the Circular to vote against or to abstain from voting on the resolutions proposed at the EGMAs at the date of the EGM, the total number of ordinary Shares entitling the Shareholders of the Bank to attend and vote on the resolutions proposed at the EGM was 16,391,293,261 Shares, comprising 10,190,738,261 Domestic Shares and 6,200,555,000 H Shares Shareholders or their proxies who attended the EGM represented, in aggregate, 13,278,973,588 voting ordinary Shares of the Bank, representing approximately 81012361% of the total voting ordinary Shares of the Bank as of the date of the EGM2The resolutions proposed at the EGM were voted by poll and the details of the poll result are as follows:Number of votes and percentage of total voting ORDINARY RESOLUTIONS Shares at the EGM (%)For Against Abstain1 “THAT: 13,278,973,588 0 0(a) to consider and approve the proposed disposal (the “Proposed Disposal”) of (100000000%) (0000000%) (0000000%)the transferred assets to be sold by the Bank, including the transferred principal amount, the corresponding interest penalties and the judicial fees disbursed (the “Transferred Assets”) by the Bank through public tender in batches by single-account transfer or batch transfer under the Proposed Mandate (as defined below) within the mandate validity period (as defined below);(b) to consider and approve the proposed grant a general mandate (“Proposed Mandate”) in advance to the board of directors of the Bank by the shareholders of the Bank at the meeting to proceed with and complete the Proposed Disposal through public tender, ie authorize the board of directors of the Bank (the “Board”) and agree that the Board shall further delegate to the senior management of the Bank the full authority to determine and approve all matters relating to the Proposed Disposal under the framework and principles of the Proposed Disposal, including but not limited to, determining and approving the timing of the disposal of the Transferred Assets, the specific size and forms of and arrangements for the disposal, matters relating to the public tender, determination of the final transferee, the entering into of the assets transfer agreement (the “Assets Transfer Agreement”) and all other matters relating to the Proposed Disposal, other than matters expressly provided for in the relevant laws and regulations, and the articles of association of the Bank, or subject to voting again at a Shareholders’ general meeting based on the opinion of the relevant competent authorities Such authorities shall be valid for one year from the date of approval by the Shareholders’ general meeting”2 Election of Ms CUI Hongqin as a Non-executive Director 13,261,371,453 17,602,135 0(99867444%) (0132556%) (0000000%)As resolutions numbered 1 and 2 were passed by more than half of the voting rights held by the Shareholders (including their proxies) attending the EGM, such resolutions were duly passed as ordinary resolutions3ELECTION OF A DIRECTORThe Shareholders’ general meeting has considered and elected Ms CUI Hongqin as a non-executive Director of the Bank Her term of office as Director will commence from the date when her related appointment qualification is approved by relevant regulatory authority until expiry of the term of the sixth session of the Board of the Bank As of the date of this announcement, Ms CUI Hongqin’s biographical details remain unchanged since the disclosure made by the Bank in the CircularBy order of the BoardCHINA BOHAI BANK CO, LTDWANG JinhongChairmanTianjin, ChinaNovember 14, 2025As at 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 Directors4
OF AND THIRD MEETING EXTRAORDINARY
2025-11-14 18:58:57
FF301Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities For the month ended: 31 October 2025 Status: New SubmissionTo : Hong Kong Exchanges and Clearing LimitedName of Issuer: CHINA BOHAI BANK CO, LTDDate Submitted: 04 November 2025I Movements in Authorised / Registered Share Capital1 Class of shares Ordinary shares Type of shares H Listed on the Exchange (Note 1) YesStock code (if listed) 09668 DescriptionNumber of authorised/registered shares Par value Authorised/registered share capitalBalance at close of preceding month 6,200,555,000 RMB 1 RMB 6,200,555,000Increase / decrease (-) 0 RMB 0Balance at close of the month 6,200,555,000 RMB 1 RMB 6,200,555,0002 Class of shares Other class (specify in description) Type of shares Other type (specify in description) Listed on the Exchange (Note 1) NoStock code (if listed) - Description Domestic SharesNumber of authorised/registered shares Par value Authorised/registered share capitalBalance at close of preceding month 11,561,445,000 RMB 1 RMB 11,561,445,000Increase / decrease (-) 0 RMB 0Balance at close of the month 11,561,445,000 RMB 1 RMB 11,561,445,000Total authorised/registered share capital at the end of the month: RMB 17,762,000,000Page 1 of 10 v 111FF301II Movements in Issued Shares and/or Treasury Shares1 Class of shares Ordinary shares Type of shares H Listed on the Exchange (Note 1) YesStock code (if listed) 09668 DescriptionNumber of issued shares (excluding treasury shares) Number of treasury shares Total number of issued sharesBalance at close of preceding month 6,200,555,000 0 6,200,555,000Increase / decrease (-) 0 0Balance at close of the month 6,200,555,000 0 6,200,555,0002 Class of shares Ordinary shares Type of shares Other type(specify in description) Listed on the Exchange (Note 1) NoStock code (if listed) - Description Domestic SharesNumber of issued shares (excluding treasury shares) Number of treasury shares Total number of issued sharesBalance at close of preceding month 11,561,445,000 0 11,561,445,000Increase / decrease (-) 0 0Balance at close of the month 11,561,445,000 0 11,561,445,000Page 2 of 10 v 111FF301III Details of Movements in Issued Shares and/or Treasury Shares(A) Share Options (under Share Option Schemes of the Issuer) Not applicablePage 3 of 10 v 111FF301(B) Warrants to Issue Shares of the Issuer Not applicablePage 4 of 10 v 111FF301(C) Convertibles (ie Convertible into Shares of the Issuer) Not applicablePage 5 of 10 v 111FF301(D) Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes) Not applicablePage 6 of 10 v 111FF301(E) Other Movements in Issued Shares and/or Treasury Shares Not applicablePage 7 of 10 v 111FF301IV Information about Hong Kong Depositary Receipt (HDR) Not applicablePage 8 of 10 v 111FF301V Confirmations Not applicableSubmitted by: WANG JinhongTitle: Chairman(Director, Secretary or other Duly Authorised Officer)Page 9 of 10 v 111FF301Notes1 The Exchange refers to The Stock Exchange of Hong Kong Limited2 In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), "date of event" should be construed as "cancellation date"In the case of repurchase of shares (shares held as treasury shares), "date of event" should be construed as "date on which shares were repurchased and held by the issuer in treasury"3 The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet cancelled) Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative number4 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 return5 “Identical” means in this context:. the securities are of the same nominal value with the same amount called up or paid up;. they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and. they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respectsPage 10 of 10 v 111
ISSUER FOR ON SECURITIES IN
2025-11-04 15:42:00
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcementCHINA BOHAI BANK CO, LTD渤海銀行股份有限公司(A joint stock company incorporated in the People’s Republic of China with limited liability)(Stock Code: 9668)INSIDE INFORMATION FINANCIAL AND OTHER INFORMATIONFOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025This announcement is made by CHINA BOHAI BANK CO, LTD (the “Bank”) pursuant to Rule 1309 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)The board of directors of the Bank would like to inform shareholders and potential investors of the Bank of the financial and other information of the Bank and its subsidiary (the “Group”) for the nine months ended September 30, 2025I Unaudited financial information of the Group for the nine months ended September 30, 2025 prepared under the International Financial Reporting StandardsFor the nine months endedSeptember 30, 2025RMB’000Operating income 19,325,837Net profit 4,988,076Other comprehensive income (1,717,939)As atSeptember 30,2025RMB’000Total assets 1,905,875,835Total liabilities 1,792,742,671Other equity instruments 11,000,0001II Unaudited financial information, capital adequacy ratio and other information of the Group for the nine months ended September 30, 2025 prepared under the Chinese Accounting Standards for Business EnterprisesDuring the term of the capital bonds of the Bank, pursuant to the relevant requirements of the National Financial Regulatory Administration and the People’s Bank of China, the Bank shall strictly comply with the Measures for the Administration of the Issuance of Financial Bonds in the National Inter-bank Bond Market and the Information Disclosure Guidelines for Financial Bonds in Inter-bank Bond Market The unaudited financial information, capital adequacy ratio and other information of the Bank for the nine months ended September 30, 2025 prepared under the Chinese Accounting Standards for Business Enterprises will be published on the website of China Central Depository & Clearing Co, Ltd (http://wwwchinabondcomcn) and the website of China Foreign Exchange Trade System & National Interbank Funding Center (http://wwwchinamoneycomcn), details of which are as follows:As at September 30, 2025, the Group’s capital adequacy ratio, tier 1 capital adequacy ratio and core tier 1 capital adequacy ratio were 1088%, 899% and 809%, respectively, which were in compliance with the relevant PRC regulatory requirements Among which, total net capital amounted to RMB133237 billion, net tier 1 capital amounted to RMB110094 billion, net core tier 1 capital amounted to RMB99094 billion, and total risk-weighted assets amounted to RMB1,224903 billionAs at September 30, 2025, the balance of tier 2 capital bonds and non-fixed term capital bonds of the Bank amounted to RMB23 billion and RMB11 billion respectivelyShareholders and potential investors of the Bank are reminded that the above-mentioned financial information has not been reviewed or audited by the auditors of the Bank Differences may arise between such financial information and the information disclosed in the reviewed report or audited report due to review and audit adjustments Shareholders and potential investors of the Bank are advised to exercise caution and should not rely solely on such information when dealing in the shares of the BankBy order of the BoardCHINA BOHAI BANK CO, LTDWANG JinhongChairmanTianjin, ChinaOctober 31, 2025As at 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 directors2
THE INFORMATION FOR NINE OTHER
2025-10-31 17:46:21
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 THIRD EXTRAORDINARY GENERAL MEETINGI/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, orof (address)as my/our proxy to attend and vote for me/us and on my/our behalf at the 2025 third extraordinary general meeting (“EGM”) to be held at 2 pm on Friday,November 14, 2025 at Meeting Room 6702, China Bohai Bank Tower, 218 Haihe East Road, Hedong District, Tianjin, China as indicated hereunder in respectof 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 October 24, 2025ORDINARY RESOLUTIONS(Note 5) For(Note 6) Against(Note 6) Abstain(Note 6)1 “THAT:(a) to consider and approve the proposed disposal (the “Proposed Disposal”) of thetransferred assets to be sold by the Bank, including the transferred principalamount, the corresponding interest penalties and the judicial fees disbursed (the“Transferred Assets”) by the Bank through public tender in batches bysingle-account transfer or batch transfer under the Proposed Mandate (as definedbelow) within the mandate validity period (as defined below);(b) to consider and approve the proposed grant a general mandate (“ProposedMandate”) in advance to the board of directors of the Bank by the shareholdersof the Bank at the meeting to proceed with and complete the Proposed Disposalthrough public tender, ie authorize the board of directors of the Bank (the“Board”) and agree that the Board shall further delegate to the seniormanagement of the Bank the full authority to determine and approve all mattersrelating to the Proposed Disposal under the framework and principles of theProposed Disposal, including but not limited to, determining and approving thetiming of the disposal of the Transferred Assets, the specific size and forms ofand arrangements for the disposal, matters relating to the public tender,determination of the final transferee, the entering into of the assets transferagreement (the “Assets Transfer Agreement”) and all other matters relating tothe Proposed Disposal, other than matters expressly provided for in the relevantlaws and regulations, and the articles of association of the Bank, or subject tovoting again at a Shareholders’ general meeting based on the opinion of therelevant competent authorities Such authorities shall be valid for one year fromthe date of approval by the Shareholders’ general meeting”2 Election of Ms CUI Hongqin as a Non-executive DirectorDate: , 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 LETTERS2 Please insert your address(es) as shown in the share register of the Bank in BLOCK LETTERS3 Please insert the number of shares registered in your name(s) relating to this form of proxy Please also strike out the irrelevant type of shares (Domestic Shares/H Shares) If no numberis 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 theproxy(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 seniorjoint 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 theShareholders will be determined by the order in which the names of the joint shareholders of the relevant shares stand in the share register5 Ordinary resolutions shall be approved by a simple majority of voting rights held by the Shareholders (including their proxies) attending the Shareholders’ general meeting6 Important: If you wish to vote for any resolution, place a “” in the box marked “For” If you wish to vote against any resolution, place a “” in the box marked “Against” If you wishto 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 Anyalteration made to this form of proxy must be signed by the signatory7 A Shareholder shall appoint a proxy in writing under the hand of the appointor or his/her attorney duly authorized in writing, or either under seal or under the hand of its director or attorneyduly 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 shallbe notarised8 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 (togetherwith 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, theproxy 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 ofDomestic 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 fromattending 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 revokedPERSONAL INFORMATION COLLECTION STATEMENTYour supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and yourvoting 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 providerwho 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 otherwiserelevant 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 PurposesRequest 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 writingby mail to the Bank/Computershare Hong Kong Investor Services Limited at the above addresses
THIRD THE FOR EXTRAORDINARY GENERAL
2025-10-24 22:48:55
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibilityfor the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim anyliability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contentsof this noticeCHINA BOHAI BANK CO, LTD渤海銀行股份有限公司(A joint stock company incorporated in the People’s Republic of China with limited liability)(Stock Code: 9668)NOTICE OF 2025 THIRD EXTRAORDINARY GENERAL MEETINGNOTICE IS HEREBY GIVEN that the 2025 Third Extraordinary General Meeting ofCHINA BOHAI BANK CO, LTD (the “Bank”) (the “2025 Third EGM”) will be held atMeeting Room 6702, China Bohai Bank Tower, 218 Haihe East Road, Hedong District, Tianjin,China at 2 pm on Friday, November 14, 2025, for the purpose of considering and, if thoughtfit, passing the following resolution:ORDINARY RESOLUTIONS1 “THAT:(a) to consider and approve the proposed disposal (the “Proposed Disposal”) ofthe transferred assets to be sold by the Bank, including the transferred principalamount, the corresponding interest penalties and the judicial fees disbursed(the “Transferred Assets”) by the Bank through public tender in batches bysingle-account transfer or batch transfer under the Proposed Mandate (asdefined below) within the mandate validity period (as defined below);(b) to consider and approve the proposed grant a general mandate (“ProposedMandate”) in advance to the board of directors of the Bank by theshareholders of the Bank at the meeting to proceed with and complete theProposed Disposal through public tender, ie authorize the board of directorsof the Bank (the “Board”) and agree that the Board shall further delegate to thesenior management of the Bank the full authority to determine and approve allmatters relating to the Proposed Disposal under the framework and principlesof the Proposed Disposal, including but not limited to, determining andapproving the timing of the disposal of the Transferred Assets, the specificsize, assets and forms of and arrangements for the disposal, matters relating tothe public tender, determination of the final transferee, the entering into of theassets transfer agreement (the “Assets Transfer Agreement”) and all othermatters relating to the Proposed Disposal, other than matters expresslyprovided for in the relevant laws and regulations, and the articles of associationof the Bank, or subject to voting again at a Shareholders’ general meetingbased on the opinion of the relevant competent authorities Such authoritiesshall be valid for one year from the date of approval by the Shareholders’general meeting”– 1 –2 Election of Ms CUI Hongqin as a Non-executive DirectorReport on Resignation of Mr DUAN Wenwu as a Non-executive Director of theBank will also be listened to at the 2025 Third EGM by way of written reportBy order of the BoardCHINA BOHAI BANK CO, LTDWANG JinhongChairmanOctober 24, 2025As of the date of this notice, Board comprises Mr WANG Jinhong and Mr QU Hongzhias executive directors; Mr AU Siu Luen, Ms YUAN Wei, Mr DUAN Wenwu, Mr HU Aimin andMr ZHANG Yunji as non-executive directors; and Mr TSE Yat Hong, Mr SHUM Siu HungPatrick, Ms WANG Aijian, Mr LIU Junmin, Mr LIU Lanbiao and Mr OUYANG Yong asindependent non-executive directorsNotes:1 According to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited,the voting of resolution contained in the notice of the 2025 Third EGM will be taken by poll2 In order to determine the shareholders who are entitled to attend the 2025 Third EGM, the register of membersof the Bank will be closed from Tuesday, November 11, 2025 to Friday, November 14, 2025 (both daysinclusive) The record date for determining the shareholders’ eligibility to attend and vote at the 2025 ThirdEGM is Friday, November 14, 2025 In order to attend and vote at the 2025 Third EGM, holders of H Sharesof the Bank whose transfer documents have not been registered shall deposit all transfer documentsaccompanied by the relevant share certificate(s) at the H share registrar of the Bank, Computershare HongKong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, No 183 Queen’s RoadEast, Wanchai, Hong Kong for registration not later than 4:30 pm on Monday, November 10, 20253 Shareholders who are entitled to attend and vote at the meeting may appoint one or more proxies to attend andvote on their behalves A proxy needs not be a shareholder of the Bank4 A shareholder shall entrust the proxy in writing The written power of attorney shall be signed by the principalor by the proxy entrusted thereby in writing; if the principal is a legal person or other institution, the powerof attorney shall be signed under the seal of the legal person or under the hand of its legal representative orother representative duly authorized5 If you intend to appoint a proxy to attend the 2025 Third EGM, you are required to complete and return theaccompanying proxy form in accordance with the instructions printed thereon For holders of H shares, theproxy form (together with a notarially certified copy of the power of attorney or other authority (if any) if thisform of proxy form is signed by a person on behalf of the appointor) should be returned to ComputershareHong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, HongKong For holders of domestic shares, the above document(s) should be returned to the office of the Board at218 Haihe East Road, Hedong District, Tianjin, China, Postal Code: 300012; and in any event, not later than24 hours before the time appointed for holding the 2025 Third EGM or any adjournment thereof Completionand return of the proxy form will not preclude you from attending and voting in person at the 2025 Third EGMor any adjournment thereof should you so wish and, in such event, the proxy form shall be deemed to havebeen revoked6 The meeting is expected to last for no more than half a day Shareholders who attend the meeting in personor by proxy shall bear their own traveling, dining and accommodation expenses Shareholders or their proxiesshall produce their identity documents when attending the meeting– 2 –
GENERAL THIRD OF EXTRAORDINARY MEETING
2025-10-24 22:48:17
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTIONIf you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult yourstockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professionaladviserIf you have sold or transferred all your Shares in CHINA BOHAI BANK CO, LTD, you should at once hand thiscircular to the purchaser or transferee or to a licensed securities dealer or registered institution in securities or otheragent through whom the sale or transfer was effected for transmission to the purchaser or transfereeThis circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchaseor subscribe for the securities of the BankHong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibilityfor the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim anyliability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contentsof this circularCHINA BOHAI BANK CO, LTD渤海銀行股份有限公司(A joint stock company incorporated in the People’s Republic of China with limited liability)(Stock Code: 9668)PROPOSED MANDATE IN RELATION TO THE POTENTIALVERY SUBSTANTIAL DISPOSAL THROUGH PUBLIC TENDERELECTION OF MS CUI HONGQIN AS A NON-EXECUTIVE DIRECTORANDNOTICE OF THE 2025 THIRD EXTRAORDINARY GENERAL MEETINGCapitalised terms used in this cover page have the same meanings as defined in this circularA letter from the Board is set out on pages 4 to 20 of this circularThe Bank will convene the 2025 Third EGM at 2 pm on Friday, November 14, 2025 at Meeting Room 6702, ChinaBohai Bank Tower, 218 Haihe East Road, Hedong District, Tianjin, China Notice of the 2025 Third EGM is set outin 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 Third EGM, you are required to complete and return theaccompanying proxy form in accordance with the instructions printed thereon For holders of H Shares, the proxyform should be returned to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183Queen’s Road East, Wanchai, Hong Kong For holders of Domestic Shares, the proxy form should be returned to theoffice of the Board of the Bank at 218 Haihe East Road, Hedong District, Tianjin, China, Postal Code: 300012; andin any event, not later than 24 hours before the time appointed for holding the 2025 Third EGM or any adjournmentthereof Completion and return of the proxy form will not preclude you from attending and voting in person at the2025 Third EGM or any adjournment thereof should you so wish and, in such event, the proxy form shall be deemedto have been revokedThis circular is prepared in both Chinese and EnglishOctober 24, 2025CONTENTSPageDEFINITIONS 1LETTER FROM THE BOARD 4APPENDIX I – FINANCIAL INFORMATION OF THE GROUP I-1APPENDIX II – UNAUDITED PROFIT AND LOSS STATEMENTS ONTHE IDENTIFIABLE NET INCOME STREAM OFTHE TRANSFERRED ASSETS II-1APPENDIX III – UNAUDITED PRO FORMA FINANCIALINFORMATION OF THE REMAINING GROUP III-1APPENDIX IV – MANAGEMENT DISCUSSION AND ANALYSIS OFTHE REMAINING GROUP IV-1APPENDIX V – GENERAL INFORMATION V-1WRITTEN REPORT OF MATTER TO BE LISTENED TO VI-1NOTICE OF THE 2025 THIRD EGM EGM-1– i –DEFINITIONSIn this circular, unless the context otherwise requires, the following expressions have themeanings as set out below“2025 Third EGM” the 2025 third extraordinary general meeting of the Bankor any adjournment thereof to be convened and held forthe Shareholders to consider and, if thought fit, approvethe Proposed Disposal and the grant of the ProposedMandate“Announcement” the announcement of the Bank dated October 10, 2025 inrelation to, among others, the Proposed Disposal and theProposed Mandate“Articles of Association” the Articles of Association of CHINA BOHAI BANKCO, LTD (as amended, supplemented or otherwisemodified from time to time)“Assets Transfer Agreement” the assets transfer agreement proposed to be entered intobetween the Bank and the final transferee in relation tothe Proposed Disposal for the disposal of the TransferredAssets in batches“Bank” or “our Bank” CHINA BOHAI BANK CO, LTD (渤海銀行股份有限公司), a joint stock company incorporated in the PRC withlimited liability on December 30, 2005, the H shares ofwhich are listed on the Main Board of the Hong KongStock Exchange (stock code: 9668)“Board” the board of directors of the Bank“connected person(s)” has the meaning ascribed to it in the Listing Rules“Consideration” the consideration to be paid by the potential transferee tothe Bank in relation to the Proposed Disposal“Director(s)” the director(s) of the Bank“Domestic Share(s)” ordinary share(s) issued by the Bank with a nominalvalue of RMB100 each, which are subscribed for orcredited as paid up in Renminbi“Domestic Shareholder(s)” the holder(s) of Domestic Share(s)– 1 –DEFINITIONS“Equity Exchange” a comprehensive equity exchange institution or platformlegally established“Group” the Bank and its subsidiary“H Share(s)” the overseas listed foreign share(s) issued by the Bankwith a nominal value of RMB100 each, which aresubscribed for and traded in Hong Kong Dollars andlisted and traded on the Hong Kong Stock Exchange“HK$” or “HKD” or Hong Kong dollars, the lawful currency of Hong Kong“Hong Kong dollars”“Hong Kong” the Hong Kong Special Administrative Region of thePRC“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited“Initial Minimum Consideration” details of the definition of Initial MinimumConsideration are set out in the description under theheading “Consideration” in the letter from the Board ofthis circular“Latest Practicable Date” October 23, 2025, being the latest practicable date priorto the printing of this circular for ascertaining certaininformation referred to in this circular“Listing Rules” the Rules Governing the Listing of Securities on TheStock Exchange of Hong Kong Limited“Mandate Validity Period” one year from the date of approval of the ProposedDisposal and the Proposed Mandate by the 2025 ThirdEGM“Ministry of Finance” the Ministry of Finance of the People’s Republic of China“PRC” the People’s Republic of China“Proposed Disposal” the proposed disposal of the Transferred Assets by theBank through public tender in batches by single-accounttransfer or batch transfer within the scope of theProposed Mandate and the Mandate Validity Period– 2 –DEFINITIONS“Proposed Mandate” a general mandate proposed to be granted in advance tothe Directors (or their delegates) by the Shareholders atthe 2025 Third EGM to proceed with and complete theProposed Disposal through public tender, with a validityperiod of one year from the date of approval by the 2025Third EGM“Remaining Group” the Group after the Proposed Disposal“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC“SFO” The Securities and Futures Ordinance (Chapter 571 of theLaws of Hong Kong)“Share(s)” the Domestic Share(s) and H Share(s)“Shareholder(s)” the holder(s) of the Shares“State Council” State Council of the People’s Republic of China“Supervisor(s)” the supervisor(s) of the Bank“Tianjin JR” Tianjin JR Assets Management Co, Ltd (天津津融資產管理有限公司), a company incorporated in the PRC withlimited liability on April 25, 2016“Transferred Assets” the assets to be sold by the Bank in batches under theAssets Transfer Agreement (details are set out in thedescription under the heading “Transferred Assets” in theletter from the Board of this circular), including thetransferred principal amount, the corresponding interestpenalties and the judicial fees disbursed“%” percent– 3 –LETTER FROM THE BOARDCHINA BOHAI BANK CO, LTD渤海銀行股份有限公司(A joint stock company incorporated in the People’s Republic of China with limited liability)(Stock Code: 9668)Executive Directors: Registered Address and Office Address:Mr WANG Jinhong (Chairman) 218 Haihe East RoadMr QU Hongzhi Hedong DistrictTianjinNon-executive Directors: PRCMr AU Siu Luen (Vice Chairman)Ms YUAN Wei Principal place of businessMr DUAN Wenwu in Hong Kong:Mr HU Aimin Suites 1201-1209 and 1215-1216Mr ZHANG Yunji 12/F, Two International Finance CentreCentralIndependent non-executive Directors: Hong KongMr TSE Yat HongMr SHUM Siu Hung PatrickMs WANG AijianMr LIU JunminMr LIU LanbiaoMr OUYANG YongTo the ShareholdersDear Sir or Madam,PROPOSED MANDATE IN RELATION TO THE POTENTIALVERY SUBSTANTIAL DISPOSAL THROUGH PUBLIC TENDERELECTION OF MS CUI HONGQIN AS A NON-EXECUTIVE DIRECTORANDNOTICE OF THE 2025 THIRD EXTRAORDINARY GENERAL MEETINGINTRODUCTIONReference is made to the Announcement The purpose of this circular is to provide youwith, among other things, (i) further details of the Proposed Mandate in relation to theProposed Disposal through Public Tender and other information as required under the ListingRules; and (ii) information about the election of Ms CUI Hongqin as a non-executive Directortogether with the notice of the 2025 Third EGM Furthermore, this circular also includes thewritten report of matter to be listened to at the 2025 Third EGM– 4 –LETTER FROM THE BOARDTHE PROPOSED DISPOSAL THROUGH PUBLIC TENDEROn October 10, 2025, the Board has resolved to seek the Proposed Mandate, as the Bankproposes to transfer its legally owned Transferred Assets by way of a public tender process, andto enter into the Assets Transfer Agreement with the final transferee(s)Upon approval of the Proposed Disposal and the Proposed Mandate by the 2025 ThirdEGM, the Bank will make further announcement(s) as and when appropriate or required inaccordance with the Listing Rules in relation to the subsequent progress of the ProposedDisposal and the Proposed MandateDateUpon approval of the Proposed Disposal and the Proposed Mandate by the 2025 ThirdEGM, the Bank expects to complete the Proposed Disposal in batches within the MandateValidity Period, and the specific date of the transfer transaction for each batch will bedetermined by the Bank at its discretion having regard to the actual situation of the preparationwork for the transfer of assets in each batch, and the Bank will make further announcement(s)as and when appropriate or required in accordance with the Listing Rules in relation to thesubsequent progress of the Proposed Disposal and the Proposed MandatePublic tenderAccording to the regulatory documents issued by the Ministry of Finance and the thenChina Banking Regulatory Commission, in order to realize the principles of openness andtransparency, competitive selection and value maximization, the Bank will adopt the methodof public tender on the Equity Exchange for the Proposed DisposalPublic tender process in relation to the Proposed Disposal(1) In order to proceed with a formal public tender process in relation to the ProposedDisposal, the Bank will submit to the Equity Exchange an application forinformation disclosure, the identification documents of the transferor, the internaldecision-making documents of the transferor, proof of ownership documents of theTransferred Assets and other related information in relation to the Proposed Disposalupon approval by the Shareholders’ general meeting(2) The Equity Exchange shall publish a public notice on the transfer information uponreviewing the relevant materials, which shall in principle take no less than fiveworking days, with the day following the date of publication as the commencementdate– 5 –LETTER FROM THE BOARD(3) A potential transferee shall submit an application for the transfer to the EquityExchange before the final date for publication of transfer information (which shallin principle be no less than five working days after the day following the date ofpublication) and submit the relevant materials (including the payment of securitydeposit) in accordance with what has been announced, and the Equity Exchangeshall register the potential transferees one by one(4) After the expiry of the public notice (which shall in principle be no less than fiveworking days after the day following the date of publication), if only one potentialtransferee is solicited, the transaction shall be executed by agreement (in such cases,a transaction executed by agreement is also equivalent to a transaction executedthrough tender) If two or more potential transferees are solicited, the EquityExchange will arrange for online bidding for the potential transferees which haveapplied, and determine the final transferee After determining the final transferee,the Equity Exchange will arrange the parties to enter into a transfer agreement inaccordance with the closing date of the public notice After the procedures of, amongother things, subsequently concluding an agreement and fund settlement, the EquityExchange will issue the relevant proof of transaction to both partiesProposed MandateAs the asset size involved in the Proposed Disposal is relatively large, it is difficult tocomplete the asset disposal by way of a single transfer, and there are uncertainties as to thetime required for the arrangement and preparation of each batch of asset disposal and theconditions of implementation In order to facilitate the orderly completion of the transfer of theassets involved in the Proposed Disposal, and on the basis of the principle that it will be fullyconducive to further optimizing the asset structure of the Bank and consolidating its assetquality, and the principle that the interests of the Bank and the Shareholders are protected tothe maximum possible extent, the Bank proposes to seek the grant of the Proposed Mandate bythe 2025 Third EGM for the completion of the asset transfer in batches within the MandateValidity PeriodIn addition, according to the trading rules of the Equity Exchange, the transferor shallhave completed its internal necessary decision-making procedures (including the approvalprocedure by the Shareholders’ general meeting) at the time of submitting the application forthe asset transfer, and according to the tender and transaction process of the Equity Exchange,an asset transfer agreement can only be entered into upon the determination of the finaltransferee of the assets after the tender and transfer process is completed Therefore, the Bankwill not be able to seek the approval by the Shareholders’ general meeting after the enteringinto of the Assets Transfer Agreement in accordance with the provisions of Chapter 14 of theListing Rules, and in order to safeguard the feasibility of the transaction, the Board herebyseeks the prior approval of the Proposed Disposal and the Proposed Mandate by the 2025 ThirdEGM– 6 –LETTER FROM THE BOARDThe Board proposes to the 2025 Third EGM to authorize the Board and agrees that theBoard shall further delegate to the senior management of the Bank the full authority todetermine and approve all matters relating to the Proposed Disposal under the framework andprinciples of the Proposed Disposal as considered and approved by the 2025 Third EGM,including but not limited to, determining and approving the timing of the disposal of theTransferred Assets, the specific size, assets and forms of and arrangements for the disposal,matters relating to the public tender, determination of the final transferee, the entering into ofthe Assets Transfer Agreement and all other matters relating to the Proposed Disposal, otherthan matters expressly provided for in the relevant laws and regulations, and the articles ofassociation of the Bank, or subject to voting again at a Shareholders’ general meeting based onthe opinion of the relevant competent authorities Such authorities shall be valid for one yearfrom the date of approval by the 2025 Third EGM (ie the Mandate Validity Period) If, uponexpiry of the Proposed Mandate, the Proposed Disposal has not yet been completed and a smallportion of the assets remain to be delivered, the Bank may, on the premise that the originalconditions of the mandate remain unchanged, seek to convene a Shareholders’ general meetingto approve the extension of the Mandate Validity Period for up to six months to facilitate thecompletion of the remaining transactionsThe Directors consider that the prior submission of the Proposed Disposal and theProposed Mandate for approval by the 2025 Third EGM will allow for greater flexibility andefficiency for the transaction and ensure the smooth implementation of the transaction, whichis also in the interests of the Bank and the Shareholders of the Bank as a whole Upon approvalby the 2025 Third EGM, the Bank expects to complete the public tender process for the assetsto be transferred in batches and the entering into of the related Assets Transfer Agreementwithin the Mandate Validity PeriodParties to the major terms of the Proposed Disposal(1) The Bank, as the seller; and(2) Tianjin branch, China Cinda Asset Management Co, Ltd (中國信達資產管理股份有限公司天津市分公司); orTianjin branch, China Orient Asset Management Co, Ltd (中國東方資產管理股份有限公司天津市分公司); orTianjin branch, China Great Wall Asset Management Co, Ltd (中國長城資產管理股份有限公司天津市分公司); orTianjin branch, China CITIC Financial Asset Management Co, Ltd (中國中信金融資產管理股份有限公司天津市分公司); orTianjin JR Assets Management Co, Ltd (天津津融資產管理有限公司); orTianjin Binhai Zhengxin Assets Management Co, Ltd (天津濱海正信資產管理有限公司), as the potential transferee– 7 –LETTER FROM THE BOARDThe above potential transferees are all the companies with qualification for acquisition ofsuch Transferred Assets in Tianjin, the PRC The potential transferee shall not be a connectedperson of the Bank as defined under Chapter 14A of the Listing Rules Save for the abovepotential transferees, there is no other company or organization as a potential transferee As ofthe Latest Practicable Date, the Bank had not entered into any agreement with any potentialtransferee All or some of the aforesaid transferees may or may not participate in the publictenderAs of the Latest Practicable Date, to the best of the knowledge, information and belief ofthe Directors, having made all reasonable enquiries, the above potential transferees and theirultimate beneficial owners are third parties independent of the Bank and its connected personsTransferred AssetsThe Transferred Assets are the legally owned debt assets of the Bank As at December 31,2024, based on contract value and other applicable circumstances, the principal amount of theassets to be transferred amounted to approximately RMB49,937 million, their interest amountin aggregate approximately RMB10,436 million, their penalty amount in aggregateapproximately RMB9,334 million, and the amount of judicial fees disbursed in aggregateapproximately RMB126 million As at December 31, 2024, the net book value (ie the netamount of debts, net of provision of impairment of RMB8,601 million, recognized in theconsolidated statement of financial position as at December 31, 2024) of the Transferred Assetswas approximately RMB48,310 million As at June 30, 2025, based on contract value and otherapplicable circumstances, the principal amount of the assets to be transferred amounted toapproximately RMB49,878 million, their interest amount in aggregate approximatelyRMB9,895 million, their penalty amount in aggregate approximately RMB13,942 million, andthe amount of judicial fees disbursed in aggregate approximately RMB111 million As at June30, 2025, the net book value (ie the net amount of debts, net of provision of impairment ofRMB9,672 million, recognized in the consolidated statement of financial position as at June30, 2025) of the Transferred Assets was approximately RMB47,930 millionIn accordance with the accounting standards adopted by the reporting accounts of theBank, the net book value of the Transferred Assets shall be calculated based on the followingformula:Net book value = Principal balance + Balance of on-balance-sheet interest and judicialfees disbursed – Provision for impairment– 8 –LETTER FROM THE BOARDAs at June 30, 2025, the assets of the Bank to be transferred involved the debts owed by174 entities with total principal amount of RMB49,878 million They involved loans to 108entities with principal amount of RMB31,825 million, asset management plans for 32 entitieswith principal amount of RMB17,009 million, notes to 32 entities with principal amount ofRMB917 million, factoring to 2 entities with principal amount of RMB98 million, and lettersof credit to 1 entity with principal amount of RMB29 million (1 of them was involved in bothloans and notes) by debt type They involved debts within 1 year (excluding 1 year) owed by54 entities with principal amount of RMB1,205 million, debts within 1-3 years (excluding 3years) owed by 47 entities with principal amount of RMB5,917 million, debts within 3-5 years(excluding 5 years) owed by 31 entities with principal amount of RMB15,214 million, anddebts of more than 5 years (including 5 years) owed by 52 entities with principal amount ofRMB27,542 million (3 of them were involved in both debts within 1 year (excluding 1 year)and debts within 1-3 years (excluding 3 years); 3 of them were involved in both debts within1-3 years (excluding 3 years) and debts within 3-5 years (excluding 5 years); 3 of them wereinvolved in both debts within 3-5 years (excluding 5 years) and debts of more than 5 years(including 5 years); 1 of them was involved in both debts within 1-3 years (excluding 3 years)and debts of more than 5 years (including 5 years)) by agingThe loss before tax and net loss after tax of the Transferred Assets for the six monthsended June 30, 2025 were RMB346 million and RMB259 million, respectively The loss beforetax and net loss after tax of the Transferred Assets for the year ended December 31, 2024 wereRMB64 million and RMB48 million, respectively The loss before tax and net loss after tax ofthe Transferred Assets for the year ended December 31, 2023 were RMB136 million andRMB102 million, respectivelyAs the process of asset transfer in batches may involve the recovery, resolution anddisposal of assets, the specific assets subject to transfer may differ from the assets to betransferred as calculated, and the actual assets subject to transfer will be based on the finaltender information The final total principal amount of the Transferred Assets in batches willnot exceed the estimated total principal amount of the Transferred Assets as at December 31,2024The Bank aims to complete the asset transfer and maximise the realisation of value, and(i) by referencing to market transaction precedents and engaging in discussions with qualifiedpotential transferees, the Bank will assess transaction scales, price levels and participantsprofiles for asset packages in the prevailing market, thereby gaining understanding of marketconditions and sentiment at the proposed time of disposals; (ii) through communications withqualified potential transferees, the Bank will also assess their expected level of interest basedon their understanding and valuation judgment of the proposed asset packages; and (iii) theBank will take into account capital alignment considerations including the potentialtransferees’ asset-undertaking capabilities, in determining the quantity and nature of assets tobe transferred in each batch of the Transferred Assets based on the above considerations– 9 –LETTER FROM THE BOARDConsiderationThe final Consideration for the Transferred Assets will depend on the final bidding pricein public tender The total Initial Minimum Consideration for the Transferred Assets shall beno less than approximately RMB48,883 million, representing a discount of approximately 30%and 34% to the total debts of the assets to be transferred, ie including principal amount,interests, interest penalties and judicial fees disbursed, as at December 31, 2024 and June 30,2025, respectively The Initial Minimal Consideration is subject to factors such as the appraisedvalue as at the benchmark date of the public tender of each batch of the assets to be transferred,the settlement and resolution, and business adjustments The appraised value of each batch ofthe Transferred Assets may change due to time factor and the appraised value of a batch of theTransferred Assets as at the time of the transfer shall prevail Assuming the total amount of allassets to be transferred remains unchanged, the final Consideration is expected to be no lessthan the total Initial Minimum Consideration as mentioned above However, in practice, dueto the possibility of partial asset recovery, resolution or disposal during the process oftransferring assets in batches, the final scope and total amount of the debts of the assets to betransferred may be lower than those calculated as at December 31, 2024 For this reason, thefinal Consideration may also differ from the current Initial Minimum Consideration, providedthat it shall be no less than a discount of 30% of the final total debts of the assets to be actuallytransferredConsideration determined after taking into account the following factors:(1) The Bank has estimated the expected value of payment of assets on a case-by-casebasis from four aspects, including the source of payment of pledges, the source ofpayment of general creditor’s rights, the source of payment of guarantees and othersources of payment The initial price of the Transferred Assets is also reasonablydetermined based on the expected value of payment, taking into account factors suchas the estimated recovery In particular, the estimated recovery mainly refers to thesize of the assets recovered and the duration of the recovery subject to factors suchas the conditions of the Transferred Assets and the effect of the externalenvironment(2) The discount coefficient is determined with reference to the prevailing marketconditions of the transfer of assets, in particular, the historical data on transactionprices under the conditions of asset management companies, overall industryprofitability and fast realization of assets subject to transfer If the bid price offeredby a potential transferee is above (inclusive) the base price of the Bank and is thehighest price, such transferee will become the final transferee With reference to thediscounts in the two historical transactions for asset transfer in batches disclosed bythe Bank in 2024, the average discount of the transaction prices was approximately30% off of the debt amount– 10 –LETTER FROM THE BOARD(3) Considering that the borrowers in respect of the debt transfer are incapable ofmaking payments to a certain extent, and certain losses are also incurred or theprincipal and interest remain unable to be recovered despite the implementation ofguarantees or necessary legal proceedings being taken, the completion of the debttransfer will be conducive to further adjusting the asset quality and structure, andreducing provision and impairment losses on assets under such circumstances,which will further optimize the relevant financial indicators of the Bank andimprove its profitability The funds recovered from the debt transfer will be used torepay the loans and corresponding affiliated interests of the Bank, and the differencewill be written off by the Bank(4) In order to minimize the loss of the Bank in the asset transfer, the Bank hasdetermined the final proposed transfer price with reference to the prevailing marketconditions and the development trends of the transfer of assets, and will determinethe final price of the Transferred Assets based on the bidding through tender Thefinal proposed transfer price through tender will be determined with reference to theprevailing market conditions and the development trends of the transfer of assets Ifthe bid price offered by an asset management company is above (inclusive) the baseprice of the Bank and is the highest price, such asset management company willbecome the successful transfereeAccordingly, the Directors of the Bank consider that the Initial Minimum Considerationfor the assets to be transferred and the manner in which it is determined are fair and reasonableThe Consideration for each batch of the assets to be transferred will be paid as a lump sumpayment by the final transferee to the designated account of the Bank, within the time limitagreed in the Assets Transfer Agreement (generally within 30 days from the effective date ofthe Assets Transfer Agreement), in accordance with the Assets Transfer Agreement to beentered into after each batch of the assets is executed through tender, subject to the actual termsagreed upon in the Asset Transfer Agreement to be entered into after determining the finaltransfereeThe Bank agrees to sell and the final transferee agrees to purchase all rights, interests andbenefits under the Transferred Assets from the benchmark date of the actual transfer, includingbut not limited to:(1) all repayments, due or to become due, attributable to each individual asset under theTransferred Assets;(2) the rights to demand, claim for, recover, and receive all payable amounts relating toeach individual asset under the Transferred Assets (regardless of whether they arepayable by the obligor); and– 11 –LETTER FROM THE BOARD(3) all rights and legal remedies for giving effect to and the implementation of eachindividual asset under the Transferred Assets, including but not limited to litigationcosts, preservation fees, attorney fees and other expenses paid by the sellerConditions Precedent To The Proposed Disposal And The Assets Transfer AgreementThe conditions precedent to the Assets Transfer Agreement and the Proposed Disposalinclude:(i) the Bank has obtained all necessary consents and approvals for the ProposedDisposal (including the approval of it by the Shareholders at an extraordinaryShareholders’ general meeting as an ordinary resolution);(ii) the transferor has fulfilled a public transfer process in respect of the ProposedDisposal; and(iii) the transferee successfully wins the bid by way of a public transfer processNone of the aforementioned conditions precedent is waivable by any party to theProposed Disposal and the Asset Transfer Agreement As at the Latest Practicable Date, nopublic tender process has been commenced in respect of the Proposed DisposalCompletionUpon fulfillment of the conditions of the Assets Transfer Agreement and from the date ofthe full payment of the Consideration by the final transferee, all rights, interests and benefitsand risks of the Bank in respect of the Transferred Assets as stipulated in the Assets TransferAgreement shall be enjoyed and borne by the final transferee and the transfer of such rights,interests and benefits and risks shall not be conditional upon the Bank’s actual delivery of therelevant documents of the Transferred Assets or the Transferred AssetsLiability For Breach Of ContractUnless otherwise provided in the Assets Transfer Agreement, any breach of the AssetsTransfer Agreement by either party shall be deemed to be a breach of contract by the party Thedefaulting party shall indemnify the injured party for the actual loss incurred as a result ofbreach of contract by the defaulting party If both parties are in breach of contract, each partyshall bear the corresponding liabilityIf the transferor has materially breached its major obligations under the Assets TransferAgreement, resulting in the transferee being unable to exercise its major powers normally orbeing seriously threatened, and the transferor is still unable to eliminate the breach within fivebusiness days after receiving a breach of contract notice from the transferee, the transferor– 12 –LETTER FROM THE BOARDshall pay the transferee a penalty for the breach of contract of 003% of the transfer price daily,and the transferor shall make up for any losses incurred as a result of the breach of contract,provided that the above measure is not sufficient to compensate for the actual losses incurredby the transfereeIn the absence of breach of contract by the transferor, if the transferee materially breachesits payment obligation under the Assets Transfer Agreement, the transferee shall pay thetransferor a penalty for the breach of contract of 003% of the transfer price dailyIf the payment of the transferee is overdue for more than 30 days, the transferor shall havethe right to terminate the Assets Transfer Agreement and shall have the right to transfer theunderlying assets of the transaction to another party without notice to the transferee Thedeposit already paid by the transferee shall be withheld by the transferor as a penalty for thebreach of contract and shall not be claimed by the transferee If the transferor otherwisedisposes of the underlying assets of the transaction, and the transfer price at the time ofdisposal is lower than the price quoted by the transferee, the difference between the two pricesshall be deemed to be one of the losses suffered by the transferor as a result of the transferee’sfundamental breach of contract, and the transferee shall pay compensation to the transferorseparately according to the difference between the two pricesThe liability for breach of contract shall be subject to the actual terms of the AssetsTransfer Agreement entered into between the Bank and the final transfereeFINANCIAL EFFECT OF THE PROPOSED DISPOSAL ON THE BANKBased on the data as at June 30, 2025, it is estimated that, under the Proposed Disposal,(i) the Consideration receivable by the Bank is no less than approximately RMB48,883 million;and (ii) the net book value of the Transferred Assets as at June 30, 2025 is approximatelyRMB47,930 million, which is calculated by the sum of the balance of the debt principal amountof the Transferred Assets and their corresponding on-balance-sheet interest and judicial feesdisbursed, less the provision for impairment The positive financial effect on the Bank, beingthe effect of the Proposed Disposal on the earnings (before tax) of the Bank resulting from theabove Consideration minus the net book value of the Transferred Assets, is approximatelyRMB953 million The financial effect of the Proposed Disposal on the earnings (after tax) ofthe Bank is approximately RMB715 million The estimated total assets decreased toRMB1,822,338 million from RMB1,823,802 million before the Proposed Disposal Theestimated total liabilities decreased to RMB1,708,307 million from RMB1,710,486 millionbefore the Proposed Disposal The above analysis is for illustrative purposes only and does notrepresent the actual financial performance and position of the Bank after completion of theProposed Disposal The actual situation will be reflected in the financial statements in theBank’s results announcement for the corresponding accounting period The above estimatesmay differ from the actual financial effect of the Proposed Disposal For details of the financialeffect of the Proposed Disposal on the Bank, please refer to the section headed “(II) UnauditedPro Forma Consolidated Statement of Financial Position of the Group after the ProposedDisposal” and “(III) Unaudited Pro Forma Consolidated Statement of Profit or Loss of theGroup after the Proposed Disposal” in Appendix III of this circular– 13 –LETTER FROM THE BOARDUSE OF PROCEEDS FROM THE PROPOSED DISPOSALThe proceeds from the Proposed Disposal shall be no less than approximatelyRMB48,883 million, which is intended to be used for the Bank’s general working capital, andcan improve the Bank’s asset quality and reduce capital occupation, thereby increasing thecapital adequacy ratio and enhancing its liquidityREASONS FOR AND BENEFITS OF THE PROPOSED MANDATE AND THEPROPOSED DISPOSALThe Bank has the right to transfer its assets flexibly in batches within the term and scopeof the Proposed Mandate through the Proposed Mandate Through the Proposed Disposal, theBank may dispose of assets with relatively high economic capital occupation and low liquidityover the years at one time, and expects to significantly improve its asset quality, optimize itsasset structure, reduce the occupancy of risky assets, improve its capital adequacy ratios,enhance its capital utilization and profitability, effectively enhance its risk resilience, andstrengthen corporate governance, thereby laying a more solid foundation for overall stableoperations This will further enhance the Bank’s comprehensive competitiveness and promotesustainable development After the completion of the asset transfer, the Bank’s major operationindicators are expected to significantly improveTherefore, the Directors of the Bank, including independent non-executive Directors,believe that the Proposed Disposal is entered into on normal commercial terms in the usual andordinary course of business of the Bank, which is fair and reasonable and in the interests of theBank and its Shareholders as a wholeINFORMATION ON THE BANK AND THE POTENTIAL COUNTERPARTIESInformation on the BankThe Bank is a joint stock company incorporated in the PRC with limited liability onDecember 30, 2005, and its H Shares are listed on the Main Board of the Hong Kong StockExchange (stock code: 9668) The Bank is principally engaged in banking business in the PRCInformation on potential transfereesChina Cinda Asset Management Co, Ltd (中國信達資產管理股份有限公司)China Cinda Asset Management Co, Ltd is a joint stock company incorporated in thePRC with limited liability (stock code of Hong Kong Stock Exchange: 1359) It is principallyengaged in distressed asset management and provides customized financial solutions anddifferentiated asset management services to its clients through the synergistic operation of itsdiversified business platforms The ultimate beneficial owner of China Cinda AssetManagement Co, Ltd is the State Council, which is a third party independent of the Bank andits connected persons– 14 –LETTER FROM THE BOARDChina Orient Asset Management Co, Ltd (中國東方資產管理股份有限公司)China Orient Asset Management Co, Ltd is a joint stock company incorporated in thePRC with limited liability It is principally engaged in comprehensive financial servicesincluding asset management, insurance, banking, securities, trust, credit rating, and overseasbusiness The ultimate beneficial owner of China Orient Asset Management Co, Ltd is theState Council, which is a third party independent of the Bank and its connected personsChina Great Wall Asset Management Co, Ltd (中國長城資產管理股份有限公司)China Great Wall Asset Management Co, Ltd is a joint stock company incorporated inthe PRC with limited liability It is principally engaged in comprehensive financial servicesincluding distressed asset management, asset management, banking, securities, insurance,trust, leasing, and investment The ultimate beneficial owner of China Great Wall AssetManagement Co, Ltd is the State Council, which is a third party independent of the Bank andits connected personsChina CITIC Financial Asset Management Co, Ltd (中國中信金融資產管理股份有限公司)China CITIC Financial Asset Management Co, Ltd is a joint stock company incorporatedin the PRC with limited liability (stock code of Hong Kong Stock Exchange: 2799) It isprincipally engaged in financial services including distressed asset management, assetmanagement, banking, securities, trust, financial leasing, investment, futures, and consumerfinance The ultimate beneficial owner of China CITIC Financial Asset Management Co, Ltdis CITIC Group Corporation (which is held as to 100% by the State Council), which is a thirdparty independent of the Bank and its connected personsTianjin Binhai Zhengxin Asset Management Co, Ltd (天津濱海正信資產管理有限公司)Tianjin Binhai Zhengxin Asset Management Co, Ltd is a company incorporated in thePRC with limited liability It is principally engaged in acquisition and disposal of bulkdistressed assets of financial companies The ultimate beneficial owner of Tianjin BinhaiZhengxin Asset Management Co, Ltd is Mr Feng Hui (馮暉), who is a third party independentof the Bank and its connected personsTianjin JRTianjin JR is a company incorporated in the PRC with limited liability on April 25, 2016and is principally engaged in asset management, financial, legal and risk managementconsultancy and advisory business The ultimate beneficial owner of Tianjin JR is theState-owned Assets Supervision and Administration Commission of Tianjin Municipal People’sGovernment (天津市人民政府國有資產監督管理委員會) Tianjin TEDA International Holding(Group) Co, Ltd (天津市泰達國際控股(集團)有限公司) is held as to 53% by TEDAInvestment Holding (Group) Co, Ltd, a substantial Shareholder of the Bank which holds2061% equity interest in the Bank as at the Latest Practicable Date, and as to 47% indirectly– 15 –LETTER FROM THE BOARDby its subsidiary, Tianjin TEDA Industrial Group Co, Ltd (天津泰達實業集團有限公司)Tianjin TEDA International Holding (Group) Co, Ltd holds approximately 67657% equityinterest in Tianjin Financial Investment and Services Group Co, Ltd* (天津津融投資服務集團有限公司), which in turn holds 555% equity interest in Tianjin JR The State-owned AssetsSupervision and Administration Commission of Tianjin Municipal People’s Governmentdirectly or indirectly holds an aggregate of 89634% equity interest in Tianjin FinancialInvestment and Services Group Co, Ltd (excluding the equity interest held by Tianjin TEDAInternational Holding (Group) Co, Ltd) Bangxin Assets Management Co, Ltd (邦信資產管理有限公司) holds 20% equity interest in Tianjin JR, and its ultimate beneficial owner is ChinaOrient Asset Management Co, Ltd For its details, please refer to “Information on potentialtransferee – China Orient Asset Management Co, Ltd (中國東方資產管理股份有限公司)”mentioned hereinabove Tianjin Juntai Enterprise Management Co, Ltd (天津駿泰企業管理有限公司) holds 1001% equity interest in Tianjin JR, and its ultimate beneficial owner is FarEast Horizon Limited, which is a company listed on the Main Board of the Hong Kong StockExchange (stock code: 3360) specializing in provision of innovative financial solutions to itscustomers Tianjin Rongyu Enterprise Management Co, Ltd (天津市融鈺企業管理有限公司)holds 949% equity interest in Tianjin JR, and its ultimate beneficial owner is the State-ownedAssets Supervision and Administration Commission of the People’s government of BaodiDistrict, Tianjin (天津市寶坻區人民政府國資委) Tianjin Dongjiang Port Industry CityInvestment Group Co, Ltd (天津東疆港產城投資集團有限公司) holds 5% equity interest inTianjin JR, and its ultimate beneficial owner is the Administration Committee of TianjinDongjiang Comprehensive Bonded Zone, a government agencyAs at the Latest Practicable Date, to the best of the knowledge, information and belief ofthe Directors of the Bank, having made all reasonable enquiries, China Cinda AssetManagement Co, Ltd, China Orient Asset Management Co, Ltd, China Great Wall AssetManagement Co, Ltd, China CITIC Financial Asset Management Co, Ltd, Tianjin JR andTianjin Binhai Zhengxin Asset Management Co, Ltd and their ultimate beneficial owners arethird parties independent of the Bank and its connected personsLISTING RULES IMPLICATIONSBased on the amount of the Initial Minimum Consideration, as one or more of theapplicable percentage ratios (as defined under the Listing Rules) in respect of the ProposedDisposal exceed 75%, the Proposed Disposal constitutes a very substantial disposal of the Bankunder Chapter 14 of the Listing Rules, and thus is subject to the reporting, announcement andShareholders’ approval requirements under Chapter 14 of the Listing RulesTo the best of the knowledge, information and belief of the Directors, having made allreasonable enquiries, as at the date of the Latest Practicable Date, no Director has a materialinterest in the approval of the transaction under the Proposed Disposal and the ProposedMandate Therefore, no Director would be required to abstain from voting on the Boardresolutions approving the Proposed Disposal and the Proposed Mandate– 16 –LETTER FROM THE BOARDAccording to the trading rules of the Equity Exchange, the transferor shall havecompleted its internal necessary decision-making procedures (including the approval procedureby the Shareholders’ general meeting) at the time of submitting the application for the assettransfer Therefore, the Bank will not be able to seek the approval by the Shareholders’ generalmeeting after the entering into of the Assets Transfer Agreement in accordance with theprovisions of Chapter 14 of the Listing Rules Accordingly, the Board will seek the priorapproval of the Proposed Disposal and the Proposed Mandate by the Shareholders’ generalmeeting The Directors consider that the prior submission of the Proposed Disposal and theProposed Mandate for approval by the Shareholders’ general meeting will allow for greaterflexibility and efficiency for the transaction and ensure the smooth implementation of thetransaction, which is also in the interests of the Bank and the Shareholders of the Bank as awholeUpon completion of the transaction, the Bank will make further announcement(s) todisclose, among other things, the identity and principal business of the final transferee and itsultimate beneficial owner, as well as the payment terms of the disposal in accordance with theListing RulesThe Bank will convene the 2025 Third EGM to consider and, if thought fit, approve,among other things, the Proposed Mandate to be granted in advance for the Directors to enterinto and complete the Proposed Disposal through the public tenderAs no existing Shareholder has any material interest in the Proposed Disposal and theProposed Mandate, no Shareholder would be required to abstain from voting on the resolutionsapproving the Proposed Disposal and the Proposed Mandate to be proposed at the 2025 ThirdEGMThe terms of the public tender have yet to be finalized and therefore may be subjectto further change Completion of the potential disposal is subject to Shareholders’approval and the completion of the public tender process The potential disposal may ormay not proceed Therefore, Shareholders and potential investors of the Bank shouldexercise caution when dealing in the securities of the Bank The Bank will make furtherannouncement(s) in compliance with the Listing Rules as and when appropriate orrequiredELECTION OF MS CUI HONGQIN AS A NON-EXECUTIVE DIRECTORTo fill the vacancy of the Board of the Bank after Mr DUAN Wenwu’s resignation, asnominated by State Development & Investment Corp, Ltd, a Shareholder, and reviewed by theNomination and Remuneration Committee of the Board, the Board proposed to appoint MsCUI Hongqin (“Ms CUI”) as a non-executive director of the Bank and a member of theDevelopment Strategy and Inclusive Finance Committee of the Board– 17 –LETTER FROM THE BOARDThe term of office of Ms CUI Hongqin will commence from the date when she is electedas a non-executive director of the Bank by the Shareholders’ general meeting and her relatedappointment qualification is approved by relevant regulatory authority until expiry of the termof the sixth session of the Board of the BankThe biographical details of Ms CUI Hongqin are set out below:Ms CUI Hongqin (崔宏琴), born in 1973, is a senior accountant with a bachelor’sdegree She served as the deputy director of the Finance and Accounting Department, thedeputy director and director and the secretary of the party branch of the Finance Departmentof State Development & Investment Corp, Ltd, the general manager and secretary of the partybranch of Rongshi International Holding Company Limited (融實國際控股有限公司), and thechairperson, general manager and secretary of the party committee of SDIC Finance Co, Ltd(國投財務有限公司) She is currently the director of the Financial Business Department ofState Development & Investment Corp, Ltd, and the chairperson and secretary of the partycommittee of SDIC Capital Co, Ltd (國投資本股份有限公司)Save as disclosed above, Ms CUI has not held any directorship in other listed companiesin the past three years or any other major appointment and qualification Save as disclosedabove, Ms CUI does not have any other relationships with other directors, supervisors, seniormanagement or substantial Shareholders of the BankUpon the election of Ms CUI as a non-executive director of the Bank by theShareholders’ general meeting and the approval of her related appointment qualification by therelevant regulatory authority, Ms CUI will enter into a service contract with the Bank Herterm of office as a director will commence from the date when she is elected as a non-executivedirector of the Bank by the Shareholders’ general meeting and her related appointmentqualification is approved by relevant regulatory authority until expiry of the term of the sixthsession of the Board of the Bank Ms CUI will not receive any remuneration from the BankIn addition, Ms CUI does not have any interests in the shares of the Bank within themeaning of Part XV of the Securities and Futures Ordinance Save as disclosed herein, thereare no other matters in relation to the appointment of Ms CUI that need to be disclosedpursuant to Rule 1351(2) of the Listing Rules nor any other matters that need to be broughtto the attention of the ShareholdersMATTER TO BE LISTENED TO AT THE 2025 THIRD EGMReport on Resignation of Mr DUAN Wenwu as a Non-executive Director of the Bank willalso be listened to at the meeting by way of written report– 18 –LETTER FROM THE BOARDTHE 2025 THIRD EGMA notice convening the 2025 Third EGM to be held at 2 pm on Friday, November 14,2025 at Meeting Room 6702, China Bohai Bank Tower, 218 Haihe East Road, Hedong District,Tianjin, China is set out on pages EGM-1 to EGM-2 of this circular for the purpose ofconsidering and, if thought fit, approve the resolution to be proposed at the 2025 Third EGMin relation to the Proposed Mandate and the Proposed DisposalA proxy form for use at the 2025 Third EGM is enclosed to this circular If you intendto appoint a proxy to attend the 2025 Third EGM, you are required to complete and return theaccompanying proxy form in accordance with the instructions printed thereon For holders ofH Shares, the proxy form should be returned to Computershare Hong Kong Investor ServicesLimited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong Forholders of Domestic Shares, the proxy form should be returned to the office of the Board ofthe Bank at 218 Haihe East Road, Hedong District, Tianjin, China, Postal Code: 300012; andin any event, not later than 24 hours before the time appointed for holding the 2025 Third EGMor any adjournment thereof Completion and return of the proxy form will not preclude youfrom attending and voting in person at the 2025 Third EGM or any adjournment thereof shouldyou so wish and, in such event, the proxy form shall be deemed to have been revokedCLOSURE OF REGISTER OF MEMBERSIn order to ascertain the right to attend the 2025 Third EGM, the register of members ofthe Bank will be closed from Tuesday, November 11, 2025 to Friday, November 14, 2025 (bothdays inclusive) during which period no transfer of Shares will be registered The record datefor determining the shareholders’ eligibility to attend and vote at the 2025 Third EGM isFriday, November 14, 2025Holders of H Shares are reminded that in order to be entitled to attend and vote at the2025 Third EGM, all properly completed transfer forms accompanied by the relevant sharecertificates must be lodged with the Bank’s share registrar, Computershare Hong Kong InvestorServices Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East,Wanchai, Hong Kong not later than 4:30 pm on Monday, November 10, 2025VOTING METHODS AT THE 2025 THIRD EGMAccording to the Listing Rules, the voting of resolutions at the 2025 Third EGM will betaken by poll The relevant poll results will be published on the website of The Hong KongExchanges and Clearing Limited at wwwhkexnewshk and the Bank’s website atwwwcbhbcomcnPlease be advised that in accordance with Article 69 of the Articles of Association, whenthe credit extended by the Bank to a shareholder (in particular, substantial shareholder) isoverdue, or if a shareholder pledges 50% or more of his/her equity in the Bank, the votingrights of such shareholder at the Shareholders’ general meetings and of director(s) appointedby such shareholder at Board meetings shall be subject to restriction– 19 –LETTER FROM THE BOARDTo the best of the knowledge, information and belief of the Directors having made allreasonable enquiries, none of the Shareholders has a material interest in the Proposed Disposaland the transactions as contemplated thereunder and is required to abstain from voting on therelevant resolution at the 2025 Third EGMRECOMMENDATIONThe Directors are of the view that the Proposed Disposal through public tender, theProposed Mandate and transactions contemplated thereunder are fair and reasonable, and arein the interests of the Bank and the Shareholders as a whole The Board would recommend theShareholders to vote in favour of the relevant resolution to be proposed at the 2025 Third EGMto approve the Proposed Disposal through public tender and the grant of the Proposed MandateYours faithfully,By order of the BoardCHINA BOHAI BANK CO, LTDWANG JinhongChairmanTianjin, ChinaOctober 24, 2025– 20 –APPENDIX I FINANCIAL INFORMATION OF THE GROUP1 FINANCIAL INFORMATION OF THE BANKFinancial information of the Group for the three years ended December 31, 2022, 2023and 2024 are disclosed on pages 131 to 275 of the annual report of the Bank for the year endedDecember 31, 2022, pages 129 to 271 of the annual report of the Bank for the year endedDecember 31, 2023, pages 126 to 275 of the annual report of the Bank for the year endedDecember 31, 2024 and pages 70 to 169 of the interim report of the Bank for the six monthsended June 30, 2025, respectively, all of which are published on the website of Hong KongExchanges and Clearing Limited at wwwhkexnewshk, and the website of the Bank atwwwcbhbcomcn Quick links to such financial information are set out below:Annual report of the Bank for the year ended December 31, 2022:https://www1hkexnewshk/listedco/listconews/sehk/2023/0426/2023042602679pdfAnnual report of the Bank for the year ended December 31, 2023:https://www1hkexnewshk/listedco/listconews/sehk/2024/0423/2024042300480pdfAnnual report of the Bank for the year ended December 31, 2024:https://www1hkexnewshk/listedco/listconews/sehk/2025/0429/2025042902109pdfInterim report of the Bank for the six months ended June 30, 2025:https://www1hkexnewshk/listedco/listconews/sehk/2025/0903/2025090301029pdf2 STATEMENT OF INDEBTEDNESSAs of August 31, 2025, (being the latest practicable date for the purpose of thisindebtedness statement prior to the printing of this circular), the Group has the followingindebtedness:(a) Interbank certificates of deposits issuedFor the eight months ended August 31, 2025, the Bank issued a number of interbankcertificates of deposits with total face value of RMB358,940 million for a duration between 1to 12 months The effective interest rates ranged from 153% to 221% per annum For the yearended December 31, 2024, the Bank issued a number of interbank certificates of deposits withtotal face value of RMB402,110 million for a duration between 1 to 12 months The effectiveinterest rates ranged from 164% to 252% per annum As at August 31, 2025, the face valueof the outstanding interbank certificates of deposits was RMB251,450 million– I-1 –APPENDIX I FINANCIAL INFORMATION OF THE GROUP(b) Financial bonds issued(i) On May 12, 2025, the Bank issued three-year financial bonds with face value ofRMB5,000 million The coupon interest rate per annum is 175%(ii) On April 25, 2025, the Bank issued three-year financial bonds with face value ofRMB10,000 million The coupon interest rate per annum is 188%(iii) On February 26, 2025, the Bank issued three-year financial bonds with face valueof RMB5,000 million The coupon interest rate per annum is 189%(iv) On June 24, 2024, the Bank issued three-year financial bonds with face value ofRMB5,000 million The coupon interest rate per annum is 205%(v) On July 25, 2023, the Bank issued three-year financial bonds with face value ofRMB10,000 million The coupon interest rate per annum is 272%(vi) On May 12, 2023, the Bank issued three-year financial bonds with face value ofRMB10,000 million The coupon interest rate per annum is 288%(vii) On December 1, 2022, the Bank issued three-year financial bonds with face valueof RMB15,000 million The coupon interest rate per annum is 295%(c) Tier 2 capital bonds issued(i) On April 18, 2024, the Bank issued ten-year fixed interest rate tier 2 capital bondswith face value of RMB14,000 million The coupon interest rate per annum is277%(ii) On January 15, 2021, the Bank issued ten-year fixed interest rate tier 2 capital bondswith face value of RMB9,000 million The coupon interest rate per annum is 440%(d) Certificates of deposit issuedFor the eight months ended August 31, 2025, the Bank issued a number of certificates ofdeposit with total face value of 6,697 million RMB equivalent (consisting of RMB4,320million, HKD200 million and USD309 million) for a duration between 1 to 12 months Theeffective interest rates ranged from 131% to 463% per annum For the year ended December31, 2024, the Bank issued a number of certificates of deposit with total face value of 3,603million RMB equivalent (consisting of RMB2,000 million, HKD450 million and USD165million) for a duration between 1 to 12 months The effective interest rates ranged from 220%to 559% per annum As at August 31, 2025, the face value of the outstanding certificates ofdeposit was 7,155 million RMB equivalent– I-2 –APPENDIX I FINANCIAL INFORMATION OF THE GROUP(e) Lease liabilitiesThe balance of lease liabilities of the Group as of August 31, 2025 was RMB3,442millionAll of the above issued debts and lease liabilities are unsecured and unguaranteed Exceptas disclosed above, the Group did not have, as of August 31, 2025, any debt securities issuedand outstanding, and authorized or otherwise created but unissued, and term loans, otherborrowings or indebtedness in the nature of borrowing including bank overdrafts and liabilitiesunder acceptances (other than normal trade bills) or acceptance credits or hire purchasecommitments, mortgages, charges, material contingent liabilities or guarantees3 NO MATERIAL ADVERSE CHANGEThe Directors confirm that, as at the Latest Practicable Date, there had been no materialadverse change in the financial or trading position of the Group since December 31, 2024,being the date to which the latest published audited consolidated financial statements of theGroup were made up4 WORKING CAPITALPursuant to Rule 1466(10) of the Listing Rules, a working capital statement in paragraph30 of Part D1B of Appendix is not required for a listed issuer which is a banking company,provided that: (1) the inclusion of such a statement would not provide significant informationfor investors; (2) the issuer’s solvency and capital adequacy are subject to prudentialsupervision by another regulatory body; and (3) the issuer will provide alternative disclosureson (i) the regulatory requirements as to the solvency, capital adequacy and liquidity of bankingcompanies in the relevant jurisdiction or place of operation; and (ii) the issuer’s solvencyratios, capital adequacy ratios and liquidity ratios (as applicable) for the latest three financialyearsThe Group is principally engaged in the provision of commercial and retail bankingservices The business model of the Group does not involve the need for sufficient funds topurchase or the conversion of goods into revenue through sales Therefore, the concept ofworking capital is not a key indicator of the Group’s solvency In assessing the Group’sfinancial position by the Group’s shareholders, working capital information is not applicableto the Group’s shareholders, but capital adequacy ratio and liquidity ratio are more relevant inmeasuring the financial position of a bank As a bank established in the PRC, the Group shallcomply with the regulations of the National Financial Regulatory Administration on regulatorycapital and shall maintain the minimum capital requirements– I-3 –APPENDIX I FINANCIAL INFORMATION OF THE GROUPBelow please find the capital adequacy ratios and the liquidity ratio of the Bank as atDecember 31, 2022, 2023 and 2024 and June 30, 2025 For the disclosure of the expectedcapital adequacy and liquidity positions of the Remaining Group, please refer to Section 3 in“Appendix III – UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THEREMAINING GROUP” in this circularAs at As at As at As atDecember 31, December 31, December 31, June 30,Capital adequacy ratio (%) 2022 2023 2024 2025Core tier-one capital adequacy ratio 806 817 835 839Tier-one capital adequacy ratio 994 1001 930 931Capital adequacy ratio 1150 1158 1163 1124As at As at As at As atDecember 31, December 31, December 31, June 30,Liquidity ratio indicator (%) 2022 2023 2024 2025Liquidity ratio 6311 5840 7472 88065 FINANCIAL AND TRADING PROSPECTS OF THE GROUPIt is expected that in the second half of 2025, the domestic economy will maintain stableoperations The government’s efforts to boost consumption and support technologicalinnovation will continue to be the main focus of development Infrastructure investment willremain an important support for stable growth, while investment in the manufacturing sectormay maintain a certain level of resilience Urban development will shift towards improving thequality and efficiency of existing resources, and real estate investment as a drag on theeconomy may weaken marginally The government will further promote the establishment ofa unified national market, and the supply-demand pattern is expected to improve marginallyIt is expected that the fiscal policy remains proactive and strong, and the demand for credit byentities will further recover, with commercial banks’ return on assets likely stabilizing Thetrend of interest rate cuts is expected to continue, and liquidity will remain relatively abundant,which may alleviate some pressure on banks’ liabilities Coupled with regulatory concern aboutthe health of banks’ interest margins, the decline in interest margins of the banking industry isexpected to further slow Banks’ intermediary income may show some improvement due tofactors such as a rebound in the capital market, while the growth in other non-interest incomefaces considerable uncertainty As risk exposure eases and asset quality continues to improve,the operations of the banking industry will become more robust– I-4 –APPENDIX I FINANCIAL INFORMATION OF THE GROUPIn the second half of the year, the Bank will continuously fully comply with therequirements of the regulatory policies, and insist on the general principle of seeking progresswhile maintaining stability, thereby promoting stability through progress, uphold fundamentalprinciples, and promote efficient coordination The Bank will promote structural adjustment,achieve functional improvement, advance model switch, and realize business transformationThe Bank will also intensify and solidify the “Five Major Developments”, facilitate the “NineMajor Banks” transformation, and implement the construction of the “Five Factories” It willenhance comprehensive planning of liabilities to make every effort to boost revenue, andstrengthen the active liability management to make every effort to grow non-interest incomeIt will promote the transformation and quality improvement of the corporate business, the retailbusiness and the financial markets business for synergistic development It will facilitate theconstruction of ten projects such as risk appetite, process reengineering and AI application Therisk policy will be continuously improved and the control over credit review and approvalprocess will be strengthened to further consolidate the line of defense for risk management andcontrol, and improve the asset quality In the second half of the year, it is expected that withthe gradual implementation of various policies to improve the economy, improvement inconsumer spending power and willingness to consume will further boost domestic demand,while exports maintain an upturn, providing continuous momentum for economic growth TheBank will continue to focus on the essence of its principal businesses, constantly optimize itsbusiness structure and revenue structure, step up efforts in asset recovery and disposal, andintensify cost reduction and efficiency enhancement As various key work initiatives are furtherimplemented, the Bank’s business structure and cost control will continue to improve, its assetquality will be further optimized, and its profitability will continue to improve steadily, withfurther improvement in the quality and effectiveness of its overall operation and management– I-5 –APPENDIX II UNAUDITED PROFIT AND LOSS STATEMENTS ON THE IDENTIFIABLENET INCOME STREAM OF THE TRANSFERRED ASSETS1 UNAUDITED FINANCIAL INFORMATION OF THE TRANSFERRED ASSETSIn accordance with Rule 1468(2)(b)(i) of the Listing Rules, the unaudited profit and lossstatements of the Transferred Assets for the three years ended December 31, 2022, 2023 and2024 and for the six months ended June 30, 2025 (the “Unaudited Profit and LossStatements”) and their basis of preparation are set out belowThe Unaudited Profit and Loss Statements are prepared by the directors of the Bank solelyfor the purpose of inclusion in this circular in connection with the Proposed Disposal of theTransferred Assets of the Bank The Bank’s auditor, Deloitte Touche Tohmatsu (the “reportingaccountants”), were engaged to review the Unaudited Profit and Loss Statements inaccordance with International Standard on Review Engagements 2410 “Review of InterimFinancial Information Performed by the Independent Auditor of the Entity” issued by theInternational Auditing and Assurance Standards Board and with reference to Practice Note 750“Review of Financial Information under the Hong Kong Listing Rules for a Very SubstantialDisposal” issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”)A review is substantially less in scope than an audit conducted in accordance withInternational Standards on Auditing and consequently does not enable the reportingaccountants to obtain assurance that the reporting accountants would become aware of allsignificant matters that might be identified in an audit Accordingly, the reporting accountantsdo not express an audit opinion The reporting accountants have issued an unmodified reviewreportSix monthsYear ended Year ended Year ended ended(Expressed in RMB’000, 31 December, 31 December, 31 December, 30 June,(unless otherwise stated) 2022 2023 2024 2025Interest income 2,256,031 1,780,647 1,629,182 735,447Net interest income 2,256,031 1,780,647 1,629,182 735,447Operating income 2,256,031 1,780,647 1,629,182 735,447Impairment losses on assets (588,542) (1,916,444) (1,693,274) (1,081,072)Profit/(loss) before tax 1,667,489 (135,797) (64,092) (345,625)Income tax expense (416,872) 33,949 16,023 86,406Net profit/(loss) 1,250,617 (101,848) (48,069) (259,219)– II-1 –APPENDIX II UNAUDITED PROFIT AND LOSS STATEMENTS ON THE IDENTIFIABLENET INCOME STREAM OF THE TRANSFERRED ASSETSBasis of preparation of the Unaudited Profit and Loss StatementsThe Unaudited Profit and Loss Statements have been prepared solely for the purpose ofinclusion in the circular to be issued by the Bank in connection with the Proposed Disposal ofthe Transferred Assets (as defined in the circular) in accordance with Rule 1468(2)(b)(i) of theListing Rules and the relevant accounting policies adopted by the Bank in the preparation ofthe consolidated financial statements of the Group for the six months ended June 30, 2025 andthe Group’s annual consolidated financial statements for the year ended December 31, 2024,which conform with IFRS Accounting Standards issued by the International AccountingStandards Board (“IASB”) The Unaudited Profit and Loss Statements neither containsufficient information to constitute a complete set of financial statements as defined inInternational Accounting Standard (“IAS”) 1 “Presentation of Financial Statements” nor a setof financial statements as defined in IAS 34 “Interim Financial Reporting” issued by the IASB,and that it should be read in connection with the Group’s financial information as set out in theunaudited consolidated financial statements of the Bank for the six months ended June 30, 2025and the annual consolidated financial statements of the Group for the year ended December 31,2024, and other financial information included elsewhere in the circular– II-2 –APPENDIX III UNAUDITED PRO FORMA FINANCIALINFORMATION OF THE REMAINING GROUP1 UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUPAFTER THE PROPOSED DISPOSAL(I) IntroductionThe unaudited pro forma financial information (the “Unaudited Pro Forma FinancialInformation”) presented below is prepared to illustrate (a) the financial position of the Groupafter asset disposal as if the Proposed Disposal had been completed on June 30, 2025; and (b)the financial results of the Group after asset disposal for the six months ended June 30, 2025as if the Proposed Disposal had been completed on January 1, 2025 This Unaudited Pro FormaFinancial Information has been prepared for illustrative purposes only and because of itshypothetical nature, it may not purport to represent the true picture of the financial position orfinancial results of the Group after asset disposal had the Proposed Disposal been completedon January 1, 2025, June 30, 2025 or at any future dateThe Unaudited Pro Forma Financial Information is prepared by the Directors of the Bankin accordance with paragraph 429 of the Listing Rules and with reference to AccountingGuideline 7 “Preparation of Pro Forma Financial Information for Inclusion in InvestmentCirculars” issued by the HKICPA, for the purpose of illustrating the effect of the ProposedDisposalThe Unaudited Pro Forma Financial Information is based upon the unaudited consolidatedfinancial information of the Group for the six months ended June 30, 2025, which has beenderived from the Bank’s published interim report for the period ended, after taking into accountpro forma adjustments as summarized in the accompanying notes that are, factually supportableand directly attributable to the Proposed DisposalThe Unaudited Pro Forma Financial Information should be read in conjunction with thefinancial information of the Group as set out in the published interim report of the Bank forthe six months ended June 30, 2025 and other financial information included elsewhere in thiscircular– III-1 –APPENDIX III UNAUDITED PRO FORMA FINANCIALINFORMATION OF THE REMAINING GROUP(II) Unaudited Pro Forma Consolidated Statement of Financial Position of the Groupafter the Proposed DisposalThe Groupafter theThe Group as Proposed(Expressed in RMB’000, at June 30, Pro forma Disposal as atunless otherwise stated) 2025 adjustments June 30, 2025Note 1 Note 2AssetsCash and balances with the central bank 72,716,728 48,883,175 121,599,903Deposits with banks and other financialinstitutions 19,087,416 – 19,087,416Placements with banks and other financialinstitutions 4,896,671 – 4,896,671Derivative financial assets 2,600,260 – 2,600,260Financial assets held under resale agreements 15,124,305 – 15,124,305Loans and advances to customers 942,427,621 (31,447,188) 910,980,433Financial investments:Financial investments at fair value throughprofit or loss (“FVTPL”) 214,676,144 – 214,676,144Financial investments at fair value throughother comprehensive income (“FVTOCI”) 253,273,746 – 253,273,746Financial investments at amortized cost 268,830,007 (15,388,431) 253,441,576Property and equipment 2,986,923 – 2,986,923Deferred tax assets 11,905,073 (2,417,182) 9,487,891Right-of-use assets 3,355,477 – 3,355,477Other assets 11,921,739 (1,094,651) 10,827,088Total assets 1,823,802,110 (1,464,277) 1,822,337,833– III-2 –APPENDIX III UNAUDITED PRO FORMA FINANCIALINFORMATION OF THE REMAINING GROUPThe Groupafter theThe Group as Proposed(Expressed in RMB’000, at June 30, Pro forma Disposal as atunless otherwise stated) 2025 adjustments June 30, 2025Note 1 Note 2LiabilitiesBorrowings from central bank 100,020,153 – 100,020,153Deposits from banks and other financialinstitutions 148,142,488 – 148,142,488Placements from banks and other financialinstitutions 30,379,796 – 30,379,796Financial liabilities at FVTPL 171,678 – 171,678Derivative financial liabilities 1,547,537 – 1,547,537Financial assets sold under repurchaseagreements 67,570,539 – 67,570,539Deposits from customers 1,027,138,702 – 1,027,138,702Income tax payable (1,084,945) (2,179,740) (3,264,685)Debt securities issued 322,389,351 – 322,389,351Lease liabilities 3,440,762 – 3,440,762Other liabilities 10,770,374 – 10,770,374Total liabilities 1,710,486,435 (2,179,740) 1,708,306,695EquityShare capital 17,762,000 – 17,762,000Other equity instruments 11,000,000 – 11,000,000Capital reserve 10,689,841 – 10,689,841Surplus reserve 7,929,133 – 7,929,133General reserve 21,121,371 – 21,121,371Other reserves 1,093,336 – 1,093,336Retained earnings 43,719,994 715,463 44,435,457Total equity attributable to equity holders of theBank 113,315,675 715,463 114,031,138Non-controlling interests – – –Total equity 113,315,675 715,463 114,031,138Total liabilities and equity 1,823,802,110 (1,464,277) 1,822,337,833– III-3 –APPENDIX III UNAUDITED PRO FORMA FINANCIALINFORMATION OF THE REMAINING GROUPNote 1: The amounts are extracted from the unaudited consolidated statement of financial position of theGroup as at June 30, 2025 as set out in the Bank’s published interim report for the six months endedJune 30, 2025Note 2: The adjustments represent the effect of the Proposed Disposal of the Transferred Assets to theunaudited consolidated statement of financial position of the Group as at June 30, 2025: Assumingthe Proposed Disposal had been completed on June 30, 2025 and only the Initial MinimumConsideration of RMB48,883 million is received, (i) the carrying amount of loans and advances tocustomers of RMB31,447 million; (ii) the carrying amount of financial assets measured at amortisedcost of RMB15,388 million; and (iii) the carrying amount of other assets comprising interestreceivable and judicial fees receivable totalling RMB1,095 million, and the relevant effect ondeferred tax assets and current income tax payable are derecognized, leading to an increase ofRMB715 million on the retained earningsNote 3: Except for the Proposed Disposal, no other adjustment has been made to the Unaudited Pro FormaFinancial Information to reflect any trading results or other transactions of the Group entered intosubsequent to June 30, 2025(III) Unaudited Pro Forma Consolidated Statement of Profit or Loss of the Group afterthe Proposed DisposalFor the six months ended June 30, 2025The Groupafter the(Expressed in RMB’000, Proposedunless otherwise stated) The Group Pro forma adjustments DisposalNote 1 Note 2 Note 3Interest income 25,301,485 (735,447) – 24,566,038Interest expense (17,255,839) – – (17,255,839)Net interest income 8,045,646 (735,447) – 7,310,199Fee and commissionincome 1,550,444 – – 1,550,444Fee and commissionexpense (376,897) – – (376,897)Net fee and commissionincome 1,173,547 – – 1,173,547Net trading income 145,181 – – 145,181Net gains on financialinvestments 4,836,050 – – 4,836,050Other operating income 14,594 – – 14,594– III-4 –APPENDIX III UNAUDITED PRO FORMA FINANCIALINFORMATION OF THE REMAINING GROUPFor the six months ended June 30, 2025The Groupafter the(Expressed in RMB’000, Proposedunless otherwise stated) The Group Pro forma adjustments DisposalNote 1 Note 2 Note 3Operating income 14,215,018 (735,447) – 13,479,571Operating expenses (4,839,211) – – (4,839,211)Impairment losses on assets (4,797,308) 1,081,072 607,279 (3,108,957)Profit before taxation 4,578,499 345,625 607,279 5,531,403Income tax expense (748,064) (86,406) (151,035) (985,505)Profit for the period 3,830,435 259,219 456,244 4,545,898Profit for the periodattributable to:Equity holders of the Bank 3,830,435 259,219 456,244 4,545,898Non-controlling interests – – – –Note 1: The amounts are extracted from the unaudited consolidated statement of profit or loss and othercomprehensive income of the Group for the six months ended June 30, 2025 as set out in the Bank’spublished interim report for the six months ended June 30, 2025Note 2: The adjustments represent the elimination of the financial results of the Transferred Assets from theGroup for the six months ended June 30, 2025 as if the Proposed Disposal had been completed onJanuary 1, 2025 by reversing the interest income, impairment losses on assets and the correspondingincome tax credit of the Transferred Assets for the six months ended June 30, 2025 These amountsare extracted from Section 1 of UNAUDITED FINANCIAL INFORMATION OF THETRANSFERRED ASSETS, as set out in Appendix II to this circularNote 3: The adjustment represents a further reversal of impairment loss on assets of RMB607 million,determined based on the excess of the Initial Minimum Consideration (RMB48,883 million) over thecarrying amount of the Transferred Assets as at January 1, 2025 (being the net book value of theTransferred Assets of RMB47,930 million as at June 30, 2025 and adding back the loss of RMB346million for the six months ended June 30, 2025 relating to the Transferred Assets, which is extractedfrom Section 1 of UNAUDITED FINANCIAL INFORMATION OF THE TRANSFERRED ASSETS,as set out in Appendix II to this circular) This amount would have been recognized by the Grouphad the Proposed Disposal been completed on January 1, 2025 Net profit would increase byRMB456 million after considering the related impact on income tax expense of RMB151 millionNote 4: The adjustments relating to the reversal of provision for impairment loss on assets as detailed innotes 2 and 3 above for the purpose of the Unaudited Pro Forma Consolidated Statements of Profitor Loss of the Group are not expected to have a continuing effect on the GroupNote 5: Except for the Proposed Disposal, no other adjustment has been made to the Unaudited Pro FormaFinancial Information to reflect any trading results or other transactions of the Group entered intosubsequent to June 30, 2025– III-5 –APPENDIX III UNAUDITED PRO FORMA FINANCIALINFORMATION OF THE REMAINING GROUP2 REPORT ON UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THEGROUP AFTER THE PROPOSED DISPOSAL BY THE REPORTINGACCOUNTANTSThe following is the text of the independent reporting accountants’ assurance reportreceived from Deloitte Touche Tohmatsu, Certified Public Accountants, Hong Kong, thereporting accountants of the Group, in respect of the Group’s Unaudited Pro Forma FinancialInformation prepared for the purpose of incorporation in this circularIndependent Reporting Accountants’ Assurance Report on the Compilation of UnauditedPro Forma Financial InformationTo the Directors of CHINA BOHAI BANK CO, LTDWe have completed our assurance engagement to report on the compilation of unauditedpro forma financial information of CHINA BOHAI BANK CO, LTD (the “Bank”) and itssubsidiary (collectively the “Group”) by the directors of the Bank (the “Directors”) forillustrative purposes only The unaudited pro forma financial information consists of theunaudited pro forma consolidated statement of financial position as at June 30, 2025 and theunaudited pro forma consolidated statement of profit or loss for the six months ended June 30,2025, and related notes (the “Unaudited Pro Forma Financial Information”) as set out onpages III-1 to III-5 of the circular issued by the Bank dated October 24, 2025 (the “Circular”)The applicable criteria on the basis of which the Directors have compiled the Unaudited ProForma Financial Information are described on pages III-1 of the CircularThe Unaudited Pro Forma Financial Information has been compiled by the Directors toillustrate the impact of the proposed disposal of the transferred assets of the Bank (the“Proposed Disposal”) on the Group’s financial position as at June 30, 2025 and the Group’sfinancial performance for the six months ended June 30, 2025 as if the Proposed Disposal hadtaken place as at June 30, 2025 and January 1, 2025 respectively As part of this process,information about the Group’s financial position and financial performance has been extractedby the Directors from the Group’s unaudited consolidated financial statements for the sixmonths ended June 30, 2025, on which a review report has been publishedDirectors’ responsibilities for Unaudited Pro Forma Financial InformationThe Directors are responsible for compiling the Unaudited Pro Forma FinancialInformation in accordance with paragraph 429 of the Rules Governing the Listing of Securitieson The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and with reference toAccounting Guideline 7 “Preparation of Pro Forma Financial Information for Inclusion inInvestment Circulars” (“AG 7”) issued by the Hong Kong Institute of Certified PublicAccountants (“HKICPA”)– III-6 –APPENDIX III UNAUDITED PRO FORMA FINANCIALINFORMATION OF THE REMAINING GROUPOur independence and quality managementWe have complied with the independence and other ethical requirements of the “Code ofEthics for Professional Accountants” issued by the HKICPA, which is founded on fundamentalprinciples of integrity, objectivity, professional competence and due care, confidentiality andprofessional behaviourOur firm applies Hong Kong Standard on Quality Management (HKSQM) 1 “QualityManagement for Firms that Perform Audits or Reviews of Financial Statements, or OtherAssurance or Related Services Engagements” issued by the HKICPA, which requires the firmto design, implement and operate a system of quality management including policies andprocedures regarding compliance with ethical requirements, professional standards andapplicable legal and regulatory requirementsReporting accountants’ responsibilitiesOur responsibility is to express an opinion, as required by paragraph 429(7) of theListing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion toyou We do not accept any responsibility for any reports previously given by us on anyfinancial information used in the compilation of the Unaudited Pro Forma FinancialInformation beyond that owed to those to whom those reports were addressed by us at the datesof their issueWe conducted our engagement in accordance with Hong Kong Standard on AssuranceEngagements 3420 “Assurance Engagements to Report on the Compilation of Pro FormaFinancial Information Included in a Prospectus” issued by the HKICPA This standard requiresthat the reporting accountants plan and perform procedures to obtain reasonable assuranceabout whether the Directors have compiled the Unaudited Pro Forma Financial Information inaccordance with paragraph 429 of the Listing Rules and with reference to AG 7 issued by theHKICPAFor purposes of this engagement, we are not responsible for updating or reissuing anyreports or opinions on any historical financial information used in compiling the Unaudited ProForma Financial Information, nor have we, in the course of this engagement, performed anaudit or review of the financial information used in compiling the Unaudited Pro FormaFinancial InformationThe purpose of Unaudited Pro Forma Financial Information included in an investmentcircular is solely to illustrate the impact of a significant event or transaction on unadjustedfinancial information of the Group as if the event had occurred or the transaction had beenundertaken at an earlier date selected for purposes of the illustration Accordingly, we do notprovide any assurance that the actual outcome of the Proposed Disposal as at June 30, 2025 orJanuary 1, 2025 would have been as presented– III-7 –APPENDIX III UNAUDITED PRO FORMA FINANCIALINFORMATION OF THE REMAINING GROUPA reasonable assurance engagement to report on whether the Unaudited Pro FormaFinancial Information has been properly compiled on the basis of the applicable criteriainvolves performing procedures to assess whether the applicable criteria used by the Directorsin the compilation of the Unaudited Pro Forma Financial Information provide a reasonablebasis for presenting the significant effects directly attributable to the event or transaction, andto obtain sufficient appropriate evidence about whether:• the related pro forma adjustments give appropriate effect to those criteria; and• the Unaudited Pro Forma Financial Information reflects the proper application ofthose adjustments to the unadjusted financial informationThe procedures selected depend on the reporting accountants’ judgment, having regard tothe reporting accountants’ understanding of the nature of the Group, the event or transactionin respect of which the Unaudited Pro Forma Financial Information has been compiled, andother relevant engagement circumstancesThe engagement also involves evaluating the overall presentation of the Unaudited ProForma Financial InformationWe believe that the evidence we have obtained is sufficient and appropriate to provide abasis for our opinionOpinionIn our opinion:(a) the Unaudited Pro Forma Financial Information has been properly compiled on thebasis stated;(b) such basis is consistent with the accounting policies of the Group; and(c) the adjustments are appropriate for the purposes of the Unaudited Pro FormaFinancial Information as disclosed pursuant to paragraph 429(1) of the ListingRulesDeloitte Touche TohmatsuCertified Public AccountantsHong KongOctober 24, 2025– III-8 –APPENDIX III UNAUDITED PRO FORMA FINANCIALINFORMATION OF THE REMAINING GROUP3 FINANCIAL PERFORMANCE INDICATORS OF THE GROUP AFTER THEPROPOSED DISPOSALPrior to thecompletion of Upon completionthe Proposed of the ProposedDisposal DisposalFor the six months endedJune 30, 2025 ChangeProfitability Indicators (%)Average return on total assets(1) 042 050 008Weighted average return on net assets(2) 765 905 140Net interest spread(3) 120 121 001Net interest margin(4) 132 127 (005)Net fee and commission income to operatingincome ratio 826 871 045Cost-to-income ratio(5) 3217 3393 176As at June 30, 2025 ChangeAssets Quality Indicators (%)Non-performing loan ratio(6) 181 154 (027)Allowance coverage ratio(7) 15970 14928 (1042)Allowance to gross loans ratio(8) 289 229 (060)Capital Adequacy Indicators (%)Core tier-one capital adequacy ratio(9)(10) 839 883 044Tier-one capital adequacy ratio(9)(11) 931 979 048Capital adequacy ratio(9)(12) 1124 1209 085Total equity to total assets ratio 621 626 005Other Indicators (%)Loan-to-deposit ratio(13) 9175 8869 (306)Liquidity ratio(14) 8806 9902 1096Liquidity coverage ratio(15) 12893 16504 3611Notes:(1) Average return on total assets equals net profit divided by average value of total assets at the beginningand end of the period(2) Weighted average return on net assets is calculated pursuant to the Compilation Rules for InformationDisclosures by Companies that Offer Securities to the Public (No 9): Calculation and Disclosure of Rateof Return on Equity and Earnings per Share (2010 Revision) issued by the China Securities RegulatoryCommission(3) Net interest spread is calculated as the difference between the average yield on total interest-earningassets and the average cost of total interest-bearing liabilities– III-9 –APPENDIX III UNAUDITED PRO FORMA FINANCIALINFORMATION OF THE REMAINING GROUP(4) Net interest margin is calculated by dividing adjusted net interest income by the average balance of totalinterest-earning assets; gains from trading financial assets are not classified as interest income foraccounting purposes, the corresponding interest expense on interest-bearing liabilities of which isadjusted accordingly, restating information in the comparable year on a comparable basis(5) Cost-to-income ratio is calculated by dividing total operating expenses (excluding tax and surcharges,etc) by operating income(6) Non-performing loan ratio (NPL ratio) equals the balance of non-performing loans divided by grossloans and advances to customers (excluding interests accrued)(7) Allowance coverage ratio equals the sum of allowance for impairment losses on the loans measured atamortized cost and allowance for impairment losses on the loans measured at fair value through othercomprehensive income divided by the NPL balances(8) Allowance to gross loan ratio equals the sum of allowance for impairment losses on loans measured atamortized cost and allowance for impairment losses on the loans measured at fair value through othercomprehensive income divided by gross loans and advances to customers (excluding interests accrued)(9) The National Financial Regulatory Administration of the PRC requires commercial banks to meet therequirements of various capital indicators at various levels as stipulated in the Administrative Measuresfor the Capital of Commercial Banks (《商業銀行資本管理辦法》) In particular, for non-systemicallyimportant banks, the core tier-one capital adequacy ratio shall be no less than 75%, the tier-one capitaladequacy ratio shall be no less than 85%, and the capital adequacy ratio shall be no less than 105%(10) Core tier-one capital adequacy ratio = (core tier-one capital – corresponding capital deductions)/risk-weighted assets(11) Tier-one capital adequacy ratio = (tier-one capital – corresponding capital deductions)/risk-weightedassets(12) Capital adequacy ratio = net capital/risk-weighted assets(13) Loan-to-deposit ratio = (total carrying amount of loans/total carrying amount of deposit) × 100%(14) Calculated by dividing balance of the current assets by balance of the current liabilities(15) Calculated by dividing qualified high-quality liquid assets by net cash outflow in the next 30 days– III-10 –APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSISOF THE REMAINING GROUPThe Bank will continue to carry out its existing principal businesses following thecompletion of the Proposed DisposalThe Proposed Disposal will be conducive to the improvement of the asset structure of theGroup after Proposed Disposal The Proposed Disposal of approximately RMB49,878 millionprincipal amount of assets will enhance the assets quality of the Remaining Group with variousregulatory indicators being expected to be significantly improved The non-performing loanratio after the Proposed Disposal will be 154%, representing a decrease of 027 percentagepoints as compared with that as of June 30, 2025; the provision coverage ratio will be 14928%,representing a decrease of 1042 percentage points as compared with that as of June 30, 2025;and the capital adequacy ratio will be 1209%, representing an increase of 085 percentagepoints as compared with that as of June 30, 2025, which will effectively enhance therisk-resistant capabilityThe Proposed Disposal will not affect the Bank’s operations and other aspects of theGroup after the Proposed Disposal Upon completion of the Proposed Disposal, there will beno change in the principal business of the Group The Remaining Group will actively developits business and be dedicated to serving the Bank’s customersThe management discussion and analysis of the Group for the three years endedDecember 31, 2022, 2023 and 2024 are disclosed on pages 14 to 65 of the 2022 Annual Report,pages 14 to 61 of the 2023 Annual Report, pages 14 to 60 of the 2024 Annual Report and pages8 to 49 of 2025 Interim Report respectively, all of which are published on the website of theHong Kong Stock Exchange at wwwhkexnewshk, and the website of the Bank atwwwcbhbcomcn for each of the three financial years ended December 31, 2022, 2023 and2024, and for the six months ended June 30, 2025 Quick links to such management discussionand analysis are set out below:Annual report of the Bank for the year ended December 31, 2022:https://www1hkexnewshk/listedco/listconews/sehk/2023/0426/2023042602679pdfAnnual report of the Bank for the year ended December 31, 2023:https://www1hkexnewshk/listedco/listconews/sehk/2024/0423/2024042300480pdfAnnual report of the Bank for the year ended December 31, 2024:https://www1hkexnewshk/listedco/listconews/sehk/2025/0429/2025042902109pdfInterim report of the Bank for the six months ended June 30, 2025:https://www1hkexnewshk/listedco/listconews/sehk/2025/0903/2025090301029pdf– IV-1 –APPENDIX V GENERAL INFORMATION1 RESPONSIBILITY STATEMENTThis circular, for which the Directors collectively and individually accept fullresponsibility, includes particulars given in compliance with the Listing Rules for the purposeof giving information with regard to the Bank The Directors, having made all reasonableenquiries, confirm that to the best of their knowledge and belief the information contained inthis circular is accurate and complete in all material respects and not misleading or deceptive,and there are no other matters the omission of which would make any statement herein or thiscircular misleading2 DISCLOSURE OF INTERESTS(a) Interests of the Directors and chief executives in the Bank and its associatedcorporationAs of the Latest Practicable Date, none of the Directors, Supervisors or chief executivehad any interests or short positions in the Shares, underlying Shares and/or debentures of theBank or any associated corporations (as defined in Part XV of the SFO) which were requiredto notified to the Bank and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 ofPart XV of the SFO (including interest or short positions which any such Directors,Supervisors or chief executive of the Bank were taken or deemed to have under such provisionsof the SFO); which were entered in the register kept by the Bank pursuant to section 352 ofthe SFO, or which were required to be notified to the Bank and the Hong Kong Stock Exchangepursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set outin Appendix C3 to the Listing Rules(b) Interests of the substantial ShareholdersAs of the Latest Practicable Date, to the knowledge of the Directors or chief executivesof the Bank, as recorded in the register required to be kept under section 336 of the SFO, thefollowing persons (other than the Directors, Supervisors and chief executives of the Bank) hador were deemed to have interests and short positions in the shares or underlying Shares of theBank which would be required to be disclosed to our Bank and the Hong Kong Stock Exchangeunder the provisions of Divisions 2 and 3 of Part XV of the SFO:Number of % of theLong Shares directly % of relevantNature of Class of positions/short or indirectly interest in class ofName of Shareholders Interest Shares positions held the Bank sharesTEDA Investment Beneficial owner Domestic Long positions 3,612,500,000 2034 3125Holding (Group) SharesCo, Ltd Interest in H Shares Long positions 48,438,000 027 078controlledcorporation(1)– V-1 –APPENDIX V GENERAL INFORMATIONNumber of % of theLong Shares directly % of relevantNature of Class of positions/short or indirectly interest in class ofName of Shareholders Interest Shares positions held the Bank sharesStandard Chartered Interest in H Shares Long positions 2,888,555,000 1626 4659PLC(2) controlledcorporationStandard Chartered Bank Beneficial owner H Shares Long positions 2,888,555,000 1626 4659(Hong Kong) LimitedChina COSCO Shipping Interest in Domestic Long positions 1,975,315,000 1112 1709Corporation Limited(3) controlled SharescorporationChina Shipping Group Interest in Domestic Long positions 1,975,315,000 1112 1709Company Limited(3) controlled SharescorporationCOSCO SHIPPING Interest in Domestic Long positions 1,975,315,000 1112 1709Development Co, controlled SharesLtd(3) corporationChina Shipping Beneficial owner Domestic Long positions 1,975,315,000 1112 1709Investment Co, Ltd SharesState Development & Beneficial owner Domestic Long positions 1,686,315,000 949 1459Investment Corp, Ltd SharesChina Baowu Steel Beneficial owner Domestic Long positions 1,686,315,000 949 1459Group Corporation SharesLimitedLU Zhiqiang(4) Interest in Domestic Long positions 1,370,706,739 772 1186controlled SharescorporationHUANG Qiongzi(4) Interest of Domestic Long positions 1,370,706,739 772 1186spouse SharesTohigh Holdings Co, Interest in Domestic Long positions 1,370,706,739 772 1186Ltd(4) controlled SharescorporationOceanwide Group Co, Interest in Domestic Long positions 1,370,706,739 772 1186Ltd(4) controlled SharescorporationChina Oceanwide Interest in Domestic Long positions 1,370,706,739 772 1186Holdings Group Co, controlled SharesLtd(4) corporationOceanwide Industry Co, Beneficial owner Domestic Long positions 1,370,706,739 772 1186Ltd SharesTianjin Shanghui Beneficial owner Domestic Long positions 1,156,000,000 651 1000Investment Holding SharesCompany Limited– V-2 –APPENDIX V GENERAL INFORMATIONNumber of % of theLong Shares directly % of relevantNature of Class of positions/short or indirectly interest in class ofName of Shareholders Interest Shares positions held the Bank sharesShandong Gold Financial Beneficial owner H Shares Long positions 327,294,500 184 528Holdings Group(HongKong) Co,LimitedYichang HEC Health Beneficial owner H Shares Long positions 322,920,500 182 521Pharmaceutical Co,LtdNotes:(1) The interests are held by TEDA Investment Holding (Group) Co, Ltd through its wholly-owned subsidiaryJinlian (Tianjin) Finance Lease Co, Ltd(2) Standard Chartered Bank (Hong Kong) Limited is wholly owned by Standard Chartered PLC, and thereforeStandard Chartered PLC is deemed to be interested in all the shares held by Standard Chartered Bank (HongKong) Limited for the purpose of the SFO(3) China Shipping Investment Co, Ltd is wholly owned by COSCO SHIPPING Development Co, Ltd, and inturn owned by China Shipping Group Company Limited as to approximately 3928% China Shipping GroupCompany Limited is wholly owned by China COSCO Shipping Corporation Limited As such, each of ChinaCOSCO Shipping Corporation Limited, China Shipping Group Company Limited and COSCO SHIPPINGDevelopment Co, Ltd is deemed to be interested in all the shares held by China Shipping Investment Co, Ltdfor the purpose of the SFO(4) Oceanwide Industry Co, Ltd is owned by China Oceanwide Holdings Group Co, Ltd and Oceanwide GroupCo, Ltd as to 60% and 40%, respectively China Oceanwide Holdings Group Co, Ltd is owned by OceanwideGroup Co, Ltd and Tohigh Holdings Co, Ltd as to 98% and 2%, respectively Oceanwide Group Co, Ltdis wholly owned by Tohigh Holdings Co, Ltd Tohigh Holdings Co, Ltd is owned by Mr LU Zhiqiang as to7714% As such, each of Mr LU Zhiqiang, Ms HUANG Qiongzi (spouse of Mr LU Zhiqiang), TohighHoldings Co, Ltd, Oceanwide Group Co, Ltd and China Oceanwide Holdings Group Co, Ltd is deemed tobe interested in all the shares held by Oceanwide Industry Co, Ltd for the purpose of the SFOSave as disclosed above, as of the Latest Practicable Date, the Bank is not aware of anyother person (other than the Directors, Supervisors and the chief executive (as defined underthe Listing Rules) of the Bank) having any interests or short positions in the shares orunderlying Shares of the Bank as of the Latest Practicable Date as recorded in the registerrequired to be kept by the Bank pursuant to section 336 of the SFO3 DIRECTORS AND SUPERVISORS’ SERVICE CONTRACTSAs of the Latest Practicable Date, none of the Directors had entered into any servicecontract in force with any member of the Group (excluding contracts expiring or determinableby the employer within one year without payment of compensation (other than statutorycompensation))– V-3 –APPENDIX V GENERAL INFORMATION4 COMPETING INTERESTSAs of the Latest Practicable Date, none of our Directors are interested in any business,which competes or is likely to compete, either directly or indirectly, with our business pursuantto Rule 810(2) of the Listing Rules5 DIRECTORS’ AND SUPERVISORS’ INTERESTS IN ASSETSAs at the Latest Practicable Date, none of the Directors and Supervisors had any director indirect interest in any asset which had been, since 31 December 2024, being the date towhich the latest published audited consolidated financial statements of the Bank were made up,acquired or disposed of by or leased to any member of the Group, or were proposed to beacquired or disposed of by or leased to any member of the Group6 DIRECTORS’ AND SUPERVISORS’ INTERESTS IN CONTRACTSAs at the Latest Practicable Date, to the knowledge of the Bank, none of the Directors andSupervisors was materially interested in any contract or arrangement subsisting and which issignificant in relation to the business of the Group7 QUALIFICATION AND CONSENT OF EXPERTSThe following is the qualification of the experts who have given advice, letter or opinionfor incorporation and as contained in this circular:Name QualificationDeloitte Touche Tohmatsu Certified Public AccountantsAs at the Latest Practicable Date, the expert identified above had no shareholding, director indirect, in any member of the Group or any right (whether legally enforceable or not) tosubscribe for or to nominate persons to subscribe for securities in any member of the GroupAs at the Latest Practicable Date, the expert identified above had no direct or indirectinterests in any assets which have been, since 31 December 2024 (the date to which the latestpublished audited consolidated financial statements of the Group were made up), acquired ordisposed of by or leased to any member of the Group, or were proposed to be acquired ordisposed of by or leased to any member of the GroupThe expert identified above has given and has not withdrawn its written consent to theissue of this circular with the inclusion of its letter and references to its name in the form andcontext in which they are included– V-4 –APPENDIX V GENERAL INFORMATION8 MATERIAL LITIGATIONAs at the Latest Practicable Date, the Bank as the plaintiff or claimant was involved ina total of 87 litigations with the amount in dispute of over RMB30 million each, most of whichwere routine litigations and settlements initiated by the Bank, and no provisions would bemadeAs at the Latest Practicable Date, the Bank as the defendant or respondent was involvedin a total of 5 litigations with the amount in dispute of over RMB10 million each Among them,3 cases were pending for effective judgment, 1 case was closed, and 1 case had not yet enteredthe substantive trial stage Currently, no provisions will be madeAs at the Latest Practicable Date, the Bank as the third party was involved in a total of3 litigations with the amount in dispute of over RMB10 million each All of them were pendingeffective judgment Currently, no provisions will be madeAccording to the above, the Bank considers that the above-mentioned litigations andarbitrations will not have any material and adverse impact on our operating activities andfinancial positionIn 2021, the Bank had a dispute with individual corporate customers over the business ofbank acceptance bills pledged by certificates of deposit and reported the case to the securityauthorities In 2022, the Bank filed a civil lawsuit with the People’s Court in this regard Asat the Latest Practicable Date, the case was in the judicial process The outcome of the case issubject to the judgment of the court, and the Bank is of the view that the financial impact ofthe above dispute cannot be reliably estimatedSave as disclosed above, as of the Latest Practicable Date, no member of the Group is atpresent engaged in any litigation or arbitration of material importance to the Group and nolitigation or claim of material importance to the Group is known to the Directors to be pendingor threatened by or against any member of the Group9 MATERIAL CONTRACTSNo contracts (not being contracts in the ordinary course of business of the Group) wereentered into by members of the Group within the two years immediately preceding the issueof this circular which are or may be material– V-5 –APPENDIX V GENERAL INFORMATION10 DOCUMENTS ON DISPLAYCopies of the following documents will be available for inspection on the websites of theBank (wwwcbhbcomcn) and the Stock Exchange (wwwhkexnewshk) from the date of thiscircular until 14 days hereafter:(a) the Assets Transfer Agreement (in draft form);(b) the report on the unaudited profit and loss statements on the identifiable net incomestream of the transferred assets, the text of which is set out in Appendix II to thiscircular;(c) the report on the unaudited pro forma financial statements of the Remaining Group,the text of which is set out in Appendix III to this circular; and(d) the letters of consent from the experts identified in the section headed “Qualificationand Consent of Experts” above in this appendix11 GENERAL(a) The principal place of business in Hong Kong of the Bank is Suites 1201-1209 and1215-1216, 12/F, Two International Finance Centre, Central, Hong Kong(b) The registered address and office address of the Bank is 218 Haihe East Road,Hedong District, Tianjin, PRC(c) The company secretary of the Bank is Ms Zhang Xiao, who is an associate memberof both the Hong Kong Chartered Governance Institute and the CharteredGovernance Institute in the United Kingdom(d) The Bank’s share registrar for H Shares is Computershare Hong Kong InvestorServices Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’sRoad East, Wanchai, Hong Kong The Bank’s share registrar for domestic Sharesshare registrar is China Securities Depository and Clearing Corporation Limited atNo 17 Tai Ping Qiao Street, Xicheng District, Beijing(e) This circular is prepared in both English and Chinese– V-6 –WRITTEN REPORT OF MATTER TO BE LISTENED TOREPORT ON RESIGNATION OF MR DUAN WENWU AS A NON-EXECUTIVEDIRECTOR OF THE BANKThe Board has received a resignation letter from Mr DUAN Wenwu (“Mr DUAN”) MrDUAN resigned as a non-executive director of the Bank and a member of the DevelopmentStrategy and Inclusive Finance Committee of the Board due to his work adjustments Asconsidered and approved by the Board, the resignation of Mr DUAN shall become effectivefrom the date on which the successor non-executive director is elected by the shareholders’general meeting of the Bank and on the date such successor non-executive director obtains thequalification approval from the regulatory authority– VI-1 –NOTICE OF THE 2025 THIRD EGMCHINA 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 THIRD EXTRAORDINARY GENERAL MEETINGNOTICE IS HEREBY GIVEN that the 2025 Third Extraordinary General Meeting ofCHINA BOHAI BANK CO, LTD (the “Bank”) (the “2025 Third EGM”) will be held atMeeting Room 6702, China Bohai Bank Tower, 218 Haihe East Road, Hedong District, Tianjin,China at 2 pm on Friday, November 14, 2025, for the purpose of considering and, if thoughtfit, passing the following resolution:ORDINARY RESOLUTIONS1 “THAT:(a) to consider and approve the proposed disposal (the “Proposed Disposal”) ofthe transferred assets to be sold by the Bank, including the transferred principalamount, the corresponding interest penalties and the judicial fees disbursed(the “Transferred Assets”) by the Bank through public tender in batches bysingle-account transfer or batch transfer under the Proposed Mandate (asdefined below) within the mandate validity period (as defined below);(b) to consider and approve the proposed grant a general mandate (“ProposedMandate”) in advance to the board of directors of the Bank by theshareholders of the Bank at the meeting to proceed with and complete theProposed Disposal through public tender, ie authorize the board of directorsof the Bank (the “Board”) and agree that the Board shall further delegate to thesenior management of the Bank the full authority to determine and approve allmatters relating to the Proposed Disposal under the framework and principlesof the Proposed Disposal, including but not limited to, determining andapproving the timing of the disposal of the Transferred Assets, the specificsize, assets and forms of and arrangements for the disposal, matters relating tothe public tender, determination of the final transferee, the entering into of theassets transfer agreement (the “Assets Transfer Agreement”) and all othermatters relating to the Proposed Disposal, other than matters expresslyprovided for in the relevant laws and regulations, and the articles of associationof the Bank, or subject to voting again at a Shareholders’ general meetingbased on the opinion of the relevant competent authorities Such authoritiesshall be valid for one year from the date of approval by the Shareholders’general meeting”– EGM-1 –NOTICE OF THE 2025 THIRD EGM2 Election of Ms CUI Hongqin as a Non-executive DirectorReport on Resignation of Mr DUAN Wenwu as a Non-executive Director of theBank will also be listened to at the 2025 Third EGM by way of written reportBy order of the BoardCHINA BOHAI BANK CO, LTDWANG JinhongChairmanOctober 24, 2025As of the date of this notice, Board comprises Mr WANG Jinhong and Mr QU Hongzhias executive directors; Mr AU Siu Luen, Ms YUAN Wei, Mr DUAN Wenwu, Mr HU Aimin andMr ZHANG Yunji as non-executive directors; and Mr TSE Yat Hong, Mr SHUM Siu HungPatrick, Ms WANG Aijian, Mr LIU Junmin, Mr LIU Lanbiao and Mr OUYANG Yong asindependent non-executive directorsNotes:1 According to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited,the voting of resolution contained in the notice of the 2025 Third EGM will be taken by poll2 In order to determine the shareholders who are entitled to attend the 2025 Third EGM, the register of membersof the Bank will be closed from Tuesday, November 11, 2025 to Friday, November 14, 2025 (both daysinclusive) The record date for determining the shareholders’ eligibility to attend and vote at the 2025 ThirdEGM is Friday, November 14, 2025 In order to attend and vote at the 2025 Third EGM, holders of H Sharesof the Bank whose transfer documents have not been registered shall deposit all transfer documentsaccompanied by the relevant share certificate(s) at the H share registrar of the Bank, Computershare HongKong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, No 183 Queen’s RoadEast, Wanchai, Hong Kong for registration not later than 4:30 pm on Monday, November 10, 20253 Shareholders who are entitled to attend and vote at the meeting may appoint one or more proxies to attend andvote on their behalves A proxy needs not be a shareholder of the Bank4 A shareholder shall entrust the proxy in writing The written power of attorney shall be signed by the principalor by the proxy entrusted thereby in writing; if the principal is a legal person or other institution, the powerof attorney shall be signed under the seal of the legal person or under the hand of its legal representative orother representative duly authorized5 If you intend to appoint a proxy to attend the 2025 Third EGM, you are required to complete and return theaccompanying proxy form in accordance with the instructions printed thereon For holders of H shares, theproxy form (together with a notarially certified copy of the power of attorney or other authority (if any) if thisform of proxy form is signed by a person on behalf of the appointor) should be returned to ComputershareHong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, HongKong For holders of domestic shares, the above document(s) should be returned to the office of the Board at218 Haihe East Road, Hedong District, Tianjin, China, Postal Code: 300012; and in any event, not later than24 hours before the time appointed for holding the 2025 Third EGM or any adjournment thereof Completionand return of the proxy form will not preclude you from attending and voting in person at the 2025 Third EGMor any adjournment thereof should you so wish and, in such event, the proxy form shall be deemed to havebeen revoked6 The meeting is expected to last for no more than half a day Shareholders who attend the meeting in personor by proxy shall bear their own traveling, dining and accommodation expenses Shareholders or their proxiesshall produce their identity documents when attending the meeting– EGM-2 –
THE OF TO POTENTIAL VERY
2025-10-24 22:47:19
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcementCHINA BOHAI BANK CO, LTD渤海銀行股份有限公司(A joint stock company incorporated in the People’s Republic of China with limited liability)(Stock Code: 9668)RESIGNATION OF NON-EXECUTIVE DIRECTOR AND PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTORRESIGNATION OF NON-EXECUTIVE DIRECTORThe 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 DUAN Wenwu (“Mr DUAN”) Mr DUAN resigned as a non-executive director of the Bank and a member of the Development Strategy and Inclusive Finance Committee of the Board due to his work adjustments As considered and approved by the Board, the resignation of Mr DUAN shall become effective from the date on which the successor non-executive director is elected by the shareholders’ general meeting of the Bank and on the date such successor non-executive director obtains the qualification approval from the regulatory authority During this period, Mr DUAN will continue to perform his duties as a non-executive director of the Bank and under relevant special committee of the BoardMr DUAN 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 sincere gratitude to Mr DUAN for his contribution to the development of the Bank during his term of officePROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTORThe Board is pleased to announce that, to fill the vacancy of the Board of the Bank after Mr DUAN’s resignation, as nominated by State Development & Investment Corp, Ltd, a Shareholder, and reviewed by the Nomination and Remuneration Committee of the Board, the Board proposed to appoint Ms CUI Hongqin (“Ms CUI”) as a non-executive director of the Bank and a member of the Development Strategy and Inclusive Finance Committee of the BoardThe term of office of Ms CUI Hongqin will commence from the date when she is elected as a non-executive director of the Bank by the Shareholders’ general meeting and her related appointment qualification is approved by relevant regulatory authority until expiry of the term of the sixth session of the Board of the Bank1The biographical details of Ms CUI Hongqin are set out below:Ms CUI Hongqin (崔宏琴), born in 1973, is a senior accountant with a bachelor’s degree She served as the deputy director of the Finance and Accounting Department, the deputy director and director and the secretary of the party branch of the Finance Department of State Development & Investment Corp, Ltd, the general manager and secretary of the party branch of Rongshi International Holding Company Limited (融實國際控股有限公司), and the chairperson, general manager and secretary of the party committee of SDIC Finance Co, Ltd (國投財務有限公司) She is currently the director of the Financial Business Department of State Development & Investment Corp, Ltd, and the chairperson and secretary of the party committee of SDIC Capital Co, Ltd (國投資本股份有限公司)Save as disclosed above, Ms CUI has not held any directorship in other listed companies in the past three years or any other major appointment and qualification Save as disclosed above, Ms CUI does not have any other relationships with other directors, supervisors, senior management or substantial Shareholders of the BankUpon the election of Ms CUI as a non-executive director of the Bank by the Shareholders’ general meeting and the approval of her related appointment qualification by the relevant regulatory authority, Ms CUI will enter into a service contract with the Bank Her term of office as a director will commence from the date when she is elected as a non-executive director of the Bank by the Shareholders’ general meeting and her related appointment qualification is approved by relevant regulatory authority until expiry of the term of the sixth session of the Board of the Bank Ms CUI will not receive any remuneration from the BankIn addition, Ms CUI does not have any interests in the shares of the Bank within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) Save as disclosed herein, there are no other matters in relation to the appointment of Ms CUI that need to be disclosed pursuant to Rule 1351(2) of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange nor any other matters that need to be brought to the attention of the ShareholdersBy order of the BoardCHINA BOHAI BANK CO, LTDWANG JinhongChairmanTianjin, ChinaOctober 10, 2025As at 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 directors2
OF NON-EXECUTIVE AND DIRECTOR PROPOSED
2025-10-10 22:30:07
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcementCHINA BOHAI BANK CO, LTD渤海銀行股份有限公司(A joint stock company incorporated in the People’s Republic of China with limited liability)(Stock Code: 9668)PROPOSED MANDATE IN RELATION TO THE POTENTIAL VERYSUBSTANTIAL DISPOSAL THROUGH PUBLIC TENDERTHE PROPOSED MANDATE AND THE PROPOSED DISPOSALIn order to optimize the Bank’s asset structure, reduce capital occupancy, and enhance the Bank’s ability to serve the real economy, on October 10, 2025, the Board has resolved to seek the Proposed Mandate, as the Bank proposes to transfer its certain legally owned assets with relatively high economic capital occupation and low liquidity by way of a public tender process, and to enter into the Assets Transfer Agreement with the final transferee Through the Proposed Disposal, the Bank may dispose of assets with relatively high economic capital occupation and low liquidity over the years at one time, and expects to significantly improve its asset quality, optimize its asset structure, reduce the occupancy of risky assets, improve its capital adequacy ratios, enhance its capital utilization and profitability, and effectively strengthen the Bank’s risk resilience, thereby further enhancing its comprehensive competitiveness and promoting sustainable developmentUpon approval of the Proposed Disposal and the Proposed Mandate by the Shareholders’ general meeting, the Bank will make further announcement(s) as and when appropriate or required in accordance with the Listing Rules in relation to the subsequent progress of the Proposed Disposal and the Proposed MandateAs the asset size involved in the Proposed Disposal is relatively large, it is difficult to complete the asset disposal by way of a single transfer, and there are uncertainties as to the time required for the arrangement and preparation of each batch of asset disposal and the conditions of implementation In order to facilitate the orderly completion of the transfer of the assets involved in the Proposed Disposal, and on the basis of the principle that it will be fully conducive to further optimizing the asset structure of the Bank and consolidating its asset quality, and the principle that the interests of the Bank and the Shareholders are protected to the maximum possible extent, the Bank proposes to seek the grant of the Proposed Mandate by the Shareholders’ general meeting for the completion of the asset transfer in batches within the Mandate Validity PeriodLISTING RULES IMPLICATIONSBased on the amount of the Initial Minimum Consideration, as one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Proposed Disposal exceed 75%, the Proposed Disposal constitutes a very substantial disposal of the Bank under Chapter 14 of the Listing Rules, and thus is subject to the reporting, announcement and Shareholders’ approval requirements under Chapter 14 of the Listing Rules1As additional time is required by the Bank to prepare the information to be included in the circular, a circular containing, among other things, (i) further information of the Proposed Mandate and the Proposed Disposal; (ii) financial information of the Group; (iii) unaudited financial information of the Transferred Assets; (iv) unaudited pro forma financial information of the Group upon disposal of the Transferred Assets; (v) a notice of the Shareholders’ general meeting; and (vi) other information required under the Listing Rules, is expected to be despatched to the Shareholders on or before November 3, 2025INTRODUCTIONThe Board hereby announces that on October 10, 2025, the Board has resolved to seek the Proposed Mandate, as the Bank proposes to transfer its legally owned Transferred Assets by way of a public tender process, and to enter into the Assets Transfer Agreement with the final transfereeUpon approval of the Proposed Disposal and the Proposed Mandate by the Shareholders’ general meeting, the Bank will make further announcement(s) as and when appropriate or required in accordance with the Listing Rules in relation to the subsequent progress of the Proposed Disposal and the Proposed MandateTHE PROPOSED DISPOSAL THROUGH PUBLIC TENDERDateUpon approval of the Proposed Disposal and the Proposed Mandate by the Shareholders’ general meeting, the Bank expects to complete the Proposed Disposal in batches within the Mandate Validity Period, and the specific date of the transfer transaction for each batch will be determined by the Bank at its discretion having regard to the actual situation of the preparation work for the transfer of assets in each batch, and the Bank will make further announcement(s) as and when appropriate or required in accordance with the Listing Rules in relation to the subsequent progress of the Proposed Disposal and the Proposed MandatePublic tenderAccording to the relevant provisions of the regulatory documents issued by the Ministry of Finance and the then China Banking Regulatory Commission, in order to realize the principles of openness and transparency, competitive selection and value maximization, the Bank will adopt the method of public tender on the Equity Exchange for the Proposed Disposal2Public tender process in relation to the Proposed Disposal(1) In order to proceed with a formal public tender process in relation to the Proposed Disposal, the Bank will submit to the Equity Exchange an application for information disclosure, the identification documents of the transferor, the internal decision-making documents of the transferor, proof of ownership documents of the Transferred Assets and other related information in relation to the Proposed Disposal upon approval by the Shareholders’ general meeting(2) The Equity Exchange shall publish a public notice on the transfer information upon reviewing the relevant materials, which shall in principle take no less than five working days, with the day following the date of publication as the commencement date(3) A potential transferee shall submit an application for the transfer to the Equity Exchange before the final date for publication of transfer information (which shall in principle be no less than five working days after the day following the date of publication) and submit the relevant materials (including the payment of security deposit) in accordance with what has been announced, and the Equity Exchange shall register the potential transferees one by one(4) After the expiry of the public notice (which shall in principle be no less than five working days after the day following the date of publication), if only one potential transferee is solicited, the transaction shall be executed by agreement (in such cases, a transaction executed by agreement is also equivalent to a transaction executed through tender) If two or more potential transferees are solicited, the Equity Exchange will arrange for online bidding for the potential transferees which have applied, and determine the final transferee After determining the final transferee, the Equity Exchange will arrange the parties to enter into a transfer agreement in accordance with the closing date of the public notice After the procedures of, among other things, subsequently concluding an agreement and fund settlement, the Equity Exchange will issue the relevant proof of transaction to both partiesProposed MandateAs the asset size involved in the Proposed Disposal is relatively large, it is difficult to complete the asset disposal by way of a single transfer, and there are uncertainties as to the time required for the arrangement and preparation of each batch of asset disposal and the conditions of implementation In order to facilitate the orderly completion of the transfer of the assets involved in the Proposed Disposal, and on the basis of the principle that it will be fully conducive to further optimizing the asset structure of the Bank and consolidating its asset quality, and the principle that the interests of the Bank and the Shareholders are protected to the maximum possible extent, the Bank proposes to seek the grant of the Proposed Mandate by the Shareholders’ general meeting for the completion of the asset transfer in batches within the Mandate Validity PeriodIn addition, according to the trading rules of the Equity Exchange, the transferor shall have completed its internal necessary decision-making procedures (including the approval procedure by the Shareholders’ general meeting) at the time of submitting the application for the asset transfer, and according to the tender and transaction process of the Equity Exchange, an asset transfer agreement can only be entered into upon the determination of the final transferee of the assets after the tender and transfer process is completed Therefore, the Bank will not be able to seek the approval by the Shareholders’ general meeting after the entering into of the Assets Transfer Agreement in accordance with the provisions of Chapter 14 of the Listing Rules, and in order to safeguard the feasibility of the transaction, the Board hereby seeks the prior approval of the Proposed Disposal and the Proposed Mandate by the Shareholders’ general meeting3The Board proposes to the Shareholders’ general meeting to authorize the Board and agrees that the Board shall further delegate to the senior management of the Bank the full authority to determine and approve all matters relating to the Proposed Disposal under the framework and principles of the Proposed Disposal as considered and approved by the Shareholders’ general meeting, including but not limited to, determining and approving the timing of the disposal of the Transferred Assets, the specific size, assets and forms of and arrangements for the disposal, matters relating to the public tender, determination of the final transferee, the entering into of the Assets Transfer Agreement and all other matters relating to the Proposed Disposal, other than matters expressly provided for in the relevant laws and regulations, and the articles of association of the Bank, or subject to voting again at a Shareholders’ general meeting based on the opinion of the relevant competent authorities Such authorities shall be valid for one year from the date of approval by the Shareholders’ general meeting (ie the Mandate Validity Period)The Directors consider that the prior submission of the Proposed Disposal and the Proposed Mandate for approval by the Shareholders’ general meeting will allow for greater flexibility and efficiency for the transaction and ensure the smooth implementation of the transaction, which is also in the interests of the Bank and the Shareholders of the Bank as a whole Upon approval by the Shareholders’ general meeting, the Bank expects to complete the public tender process for the assets to be transferred in batches and the entering into of the related Assets Transfer Agreement within the Mandate Validity PeriodParties to the major terms of the Proposed Disposal(1) The Bank, as the seller; and(2) Tianjin branch, China Cinda Asset Management Co, Ltd (中國信達資產管理股份有限公司天津市分公司); orTianjin branch, China Orient Asset Management Co, Ltd (中國東方資產管理股份有限公司天津市分公司); orTianjin branch, China Great Wall Asset Management Co, Ltd (中國長城資產管理股份有限公司天津市分公司); orTianjin branch, China CITIC Financial Asset Management Co, Ltd (中國中信金融資產管理股份有限公司天津市分公司); orTianjin JR Assets Management Co, Ltd (天津津融資產管理有限公司); orTianjin Binhai Zhengxin Assets Management Co, Ltd (天津濱海正信資產管理有限公司),as the potential transferee4The above potential transferees are all the companies with qualification for acquisition of such Transferred Assets in Tianjin, the PRC The potential transferee shall not be a connected person of the Bank as defined under Chapter 14A of the Listing Rules Save for the above potential transferees, there is no other company or organization as a potential transferee As of the date of this announcement, the Bank had not entered into any agreement with any potential transferee All or some of the aforesaid transferees may or may not participate in the public tenderAs at the date of this announcement, to the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the above potential transferees and their ultimate beneficial owners are third parties independent of the Bank and its connected personsTransferred AssetsThe Transferred Assets are the legally owned debt assets of the Bank As at December 31, 2024, based on contract value and other applicable circumstances, the principal amount of the assets to be transferred amounted to approximately RMB49,937 million, their interest amount in aggregate approximately RMB10,436 million, their penalty amount in aggregate approximately RMB9,334 million, and the amount of judicial fees disbursed in aggregate approximately RMB126 millionAs at December 31, 2024, the net book value (ie the net amount of debts, net of provision of impairment of RMB8,601 million, recognized in the consolidated statement of financial position as at December 31, 2024) of the Transferred Assets was approximately RMB48,310 millionIn accordance with the accounting standards adopted by the reporting accounts of the Bank, the net book value of the Transferred Assets shall be calculated based on the following formula: Net book value = Principal balance + Balance of on-balance-sheet interest and judicial fees disbursed – Provision for impairmentAs at December 31, 2024, the assets of the Bank to be transferred involved the debts owed by 174 entities with total principal amount of RMB49,937 million They involved loans to 108 entities with principal amount of RMB31,878 million, asset management plans for 32 entities with principal amount of RMB17,009 million, notes to 32 entities with principal amount of RMB922 million, factoring to 2 entities with principal amount of RMB99 million, and letters of credit to 1 entity with principal amount of RMB29 million (one of them was involved in both loans and notes) by debt type They involved debts within 1 year (excluding 1 year) owed by 54 entities with principal amount of RMB1,224 million, debts within 1-3 years (excluding 3 years) owed by 47 entities with principal amount of RMB5,930 million, debts within 3-5 years (excluding 5 years) owed by 31 entities with principal amount of RMB15,218 million, and debts of more than 5 years (including 5 years) owed by 52 entities with principal amount of RMB27,565 million (three of them were involved in both debts within 1 year (excluding 1 year) and debts within 1-3 years (excluding 3 years); three of them were involved in both debts within 1-3 years (excluding 3 years) and debts within 3-5 years (excluding 5 years); three of them were involved in both debts within 3-5 years (excluding 5 years) and debts of more than 5 years (including 5 years); one of them was involved in both debts within 1-3 years (excluding 3 years) and debts of more than 5 years (including 5 years)) by aging5The loss before tax and net loss after tax of the Transferred Assets for the year ended December 31, 2024 were RMB64 million and RMB48 million, respectively The loss before tax and net loss after tax of the Transferred Assets for the year ended December 31, 2023 were RMB136 million and RMB102 million, respectivelyAs the process of asset transfer in batches may involve the recovery, resolution and disposal of assets, the specific assets subject to transfer may differ from the assets to be transferred as calculated as at December 31, 2024, and the actual assets subject to transfer will be based on the final tender information The final total principal amount of the Transferred Assets in batches will not exceed the currently estimated total principal amount of the Transferred AssetsIn determining the quantity and nature of assets to be transferred in each batch of the Transferred Assets, the Bank will consider relevant factors, including prevailing market conditions and sentiment at the proposed time of disposals, the expected level of potential transferees’ interest based on their understanding and value judgement of the relevant asset package, as well as capital alignment considerationsCONSIDERATIONThe final Consideration for the Transferred Assets will depend on the final bidding price in public tender The total Initial Minimum Consideration for the Transferred Assets shall be no less than approximately RMB48,883 million (representing a discount of approximately 30% to the total debts of the assets to be transferred, ie including principal amount, interests, interest penalties and judicial fees disbursed, as at December 31, 2024) The Initial Minimal Consideration is subject to factors such as the appraised value as at the benchmark date of the public tender of each batch of the assets to be transferred, the settlement and resolution, and business adjustments The appraised value of each batch of the Transferred Assets may change due to time factor and the appraised value of a batch of the Transferred Assets as at the time of the transfer shall prevail Assuming the total amount of all assets to be transferred remains unchanged, the final Consideration is expected to be no less than the total Initial Minimum Consideration as mentioned above However, in practice, due to the possibility of partial asset recovery or resolution during the process of transferring assets in batches, the final scope and total amount of the debts of the assets to be transferred may be lower than those calculated as at December 31, 2024 For this reason, the final Consideration may also differ from the current Initial Minimum Consideration, provided that it shall be no less than a discount of 30% of the final total debts of the assets to be actually transferred6Consideration determined after taking into account the following factors:(1) The Bank has estimated the expected value of payment of assets on a case-by-case basis from four aspects, including the source of payment of pledges, the source of payment of general creditor’s rights, the source of payment of guarantees and other sources of payment The initial price of the Transferred Assets is also reasonably determined based on the expected value of payment, taking into account factors such as the estimated recovery In particular, the estimated recovery mainly refers to the size of the assets recovered and the duration of the recovery subject to factors such as the conditions of the Transferred Assets and the effect of the external environment(2) The discount coefficient is determined with reference to the prevailing market conditions of the transfer of assets, in particular, the historical data on transaction prices under the conditions of asset management companies, overall industry profitability and fast realization of assets subject to transfer If the bid price offered by a potential transferee is above (inclusive) the base price of the Bank and is the highest price, such transferee will become the final transferee With reference to the discounts in the two historical transactions for asset transfer in batches disclosed by the Bank in 2024, the average discount of the transaction prices was approximately 30% off of the debt amount(3) Considering that the borrowers in respect of the debt transfer are incapable of making payments to a certain extent, and certain losses are also incurred or the principal and interest remain unable to be recovered despite the implementation of guarantees or necessary legal proceedings being taken, the completion of the debt transfer will be conducive to further adjusting the asset quality and structure, and reducing provision and impairment losses on assets under such circumstances, which will further optimize the relevant financial indicators of the Bank and improve its profitability The funds recovered from the debt transfer will be used to repay the loans and corresponding affiliated interests of the Bank, and the difference will be written off by the Bank(4) In order to minimize the loss of the Bank in the asset transfer, the Bank has determined the final proposed transfer price with reference to the prevailing market conditions and the development trends of the transfer of assets, and will determine the final price of the Transferred Assets based on the bidding through tender The final proposed transfer price through tender will be determined with reference to the prevailing market conditions and the development trends of the transfer of assets If the bid price offered by an asset management company is above (inclusive) the base price of the Bank and is the highest price, such asset management company will become the successful transfereeAccordingly, the Directors of the Bank consider that the Initial Minimum Consideration for the assets to be transferred and the manner in which it is determined are fair and reasonableThe Consideration for each batch of the assets to be transferred will be paid as a lump sum payment by the final transferee to the designated account of the Bank, within the time limit agreed in the Assets Transfer Agreement (generally within 30 days from the effective date of the Assets Transfer Agreement), in accordance with the Assets Transfer Agreement to be entered into after each batch of the assets is executed through tender, subject to the actual terms agreed upon in the Asset Transfer Agreement to be entered into after determining the final transferee7The Bank agrees to sell and the final transferee agrees to purchase all rights, interests and benefits under the Transferred Assets from the benchmark date of the actual transfer, including but not limited to:(1) all repayments, due or to become due, attributable to each individual asset under the Transferred Assets;(2) the rights to demand, claim for, recover, and receive all payable amounts relating to each individual asset under the Transferred Assets (regardless of whether they are payable by the obligor); and(3) all rights and legal remedies for giving effect to and the implementation of each individual asset under the Transferred Assets, including but not limited to litigation costs, preservation fees, attorney fees and other expenses paid by the sellerCONDITIONS PRECEDENT TO THE PROPOSED DISPOSAL AND THE ASSETS TRANSFER AGREEMENTThe conditions precedent to the Assets Transfer Agreement and the Proposed Disposal include:(i) the Bank has obtained all necessary consents and approvals for the Proposed Disposal (including the approval of it by the Shareholders at an extraordinary Shareholders’ general meeting as an ordinary resolution);(ii) the transferor has fulfilled a public transfer process in respect of the Proposed Disposal; and(iii) the transferee successfully wins the bid by way of a public transfer processCOMPLETIONUpon fulfillment of the conditions of the Assets Transfer Agreement and from the date of the full payment of the Consideration by the final transferee, all rights, interests and benefits and risks of the Bank in respect of the Transferred Assets as stipulated in the Assets Transfer Agreement shall be enjoyed and borne by the final transferee and the transfer of such rights, interests and benefits and risks shall not be conditional upon the Bank’s actual delivery of the relevant documents of the Transferred Assets or the Transferred Assets8LIABILITY FOR BREACH OF CONTRACTUnless otherwise provided in the Assets Transfer Agreement, any breach of the Assets Transfer Agreement by either party shall be deemed to be a breach of contract by the party The defaulting party shall indemnify the injured party for the actual loss incurred as a result of breach of contract by the defaulting party If both parties are in breach of contract, each party shall bear the corresponding liabilityIf the transferor has materially breached its major obligations under the Assets Transfer Agreement, resulting in the transferee being unable to exercise its major powers normally or being seriously threatened, and the transferor is still unable to eliminate the breach within five business days after receiving a breach of contract notice from the transferee, the transferor shall pay the transferee a penalty for the breach of contract of 003% of the transfer price daily, and the transferor shall make up for any losses incurred as a result of the breach of contract, provided that the above measure is not sufficient to compensate for the actual losses incurred by the transfereeIn the absence of breach of contract by the transferor, if the transferee materially breaches its payment obligation under the Assets Transfer Agreement, the transferee shall pay the transferor a penalty for the breach of contract of 003% of the transfer price dailyIf the payment of the transferee is overdue for more than 30 days, the transferor shall have the right to terminate the Assets Transfer Agreement and shall have the right to transfer the underlying assets of the transaction to another party without notice to the transferee The deposit already paid by the transferee shall be withheld by the transferor as a penalty for the breach of contract and shall not be claimed by the transferee If the transferor otherwise disposes of the underlying assets of the transaction, and the transfer price at the time of disposal is lower than the price quoted by the transferee, the difference between the two prices shall be deemed to be one of the losses suffered by the transferor as a result of the transferee’s fundamental breach of contract, and the transferee shall pay compensation to the transferor separately according to the difference between the two pricesThe liability for breach of contract shall be subject to the actual terms of the Assets Transfer Agreement entered into between the Bank and the final transferee9FINANCIAL EFFECT OF THE PROPOSED DISPOSAL ON THE BANKBased on the data as at December 31, 2024, it is estimated that, under the Proposed Disposal, (i) the Consideration receivable by the Bank is no less than approximately RMB48,883 million; and (ii) the net book value of the Transferred Assets as at December 31, 2024 is approximately RMB48,310 million, which is calculated by the sum of the balance of the debt principal amount of the Transferred Assets and their corresponding on-balance-sheet interest and judicial fees disbursed, less the provision for impairment The positive financial effect on the Bank, resulting from the above Consideration minus the net book value of the Transferred Assets, is approximately RMB573 million The above analysis is for illustrative purposes only and does not represent the actual financial performance and position of the Bank after completion of the Proposed Disposal The actual situation will be reflected in the financial statements in the Bank’s results announcement for the corresponding accounting period The above estimates may differ from the actual financial effect of the Proposed DisposalUSE OF PROCEEDS FROM THE PROPOSED DISPOSALThe proceeds from the Proposed Disposal shall be no less than approximately RMB48,883 million, which is intended to be used for the Bank’s general working capital, and can improve the Bank’s asset quality and reduce capital occupation, thereby increasing the capital adequacy ratio and enhancing its liquidityREASONS FOR AND BENEFITS OF THE PROPOSED MANDATE AND THE PROPOSED DISPOSALThe Bank has the right to transfer its assets flexibly in batches within the term and scope of the Proposed Mandate through the Proposed Mandate Through the Proposed Disposal, the Bank may dispose of assets with relatively high economic capital occupation and low liquidity over the years at one time, and expects to significantly improve its asset quality, optimize its asset structure, reduce the occupancy of risky assets, improve its capital adequacy ratios, enhance its capital utilization and profitability, effectively enhance its risk resilience, and strengthen corporate governance, thereby laying a more solid foundation for overall stable operations This will further enhance the Bank’s comprehensive competitiveness and promote sustainable development After the completion of the asset transfer, the Bank’s major operation indicators are expected to significantly improveTherefore, the Directors of the Bank, including independent non-executive Directors, believe that the Proposed Disposal is entered into on normal commercial terms in the usual and ordinary course of business of the Bank, which is fair and reasonable and in the interests of the Bank and its Shareholders as a whole10GENERALInformation on the BankThe Bank is a joint stock company incorporated in the PRC with limited liability on December 30, 2005, and its H Shares are listed on the Main Board of the Hong Kong Stock Exchange (stock code: 9668) The Bank is principally engaged in banking business in the PRCInformation on potential transfereesChina Cinda Asset Management Co, Ltd (中國信達資產管理股份有限公司)China Cinda Asset Management Co, Ltd is a joint stock company incorporated in the PRC with limited liability (stock code of Hong Kong Stock Exchange: 1359) It is principally engaged in distressed asset management and provides customized financial solutions and differentiated asset management services to its clients through the synergistic operation of its diversified business platforms The ultimate beneficial owner of China Cinda Asset Management Co, Ltd is the State Council, which is a third party independent of the Bank and its connected personsChina Orient Asset Management Co, Ltd (中國東方資產管理股份有限公司)China Orient Asset Management Co, Ltd is a joint stock company incorporated in the PRC with limited liability It is principally engaged in comprehensive financial services including asset management, insurance, banking, securities, trust, credit rating, and overseas business The ultimate beneficial owner of China Orient Asset Management Co, Ltd is the State Council, which is a third party independent of the Bank and its connected personsChina Great Wall Asset Management Co, Ltd (中國長城資產管理股份有限公司)China Great Wall Asset Management Co, Ltd is a joint stock company incorporated in the PRC with limited liability It is principally engaged in comprehensive financial services including distressed asset management, asset management, banking, securities, insurance, trust, leasing, and investment The ultimate beneficial owner of China Great Wall Asset Management Co, Ltd is the State Council, which is a third party independent of the Bank and its connected personsChina CITIC Financial Asset Management Co, Ltd (中國中信金融資產管理股份有限公司)China CITIC Financial Asset Management Co, Ltd is a joint stock company incorporated in the PRC with limited liability (stock code of Hong Kong Stock Exchange: 2799) It is principally engaged in financial services including distressed asset management, asset management, banking, securities, trust, financial leasing, investment, futures, and consumer finance The ultimate beneficial owner of China CITIC Financial Asset Management Co, Ltd is CITIC Group Corporation (which is held as to 100% by the State Council of the People’s Republic of China), which is a third party independent of the Bank and its connected persons11Tianjin Binhai Zhengxin Asset Management Co, Ltd (天津濱海正信資產管理有限公司)Tianjin Binhai Zhengxin Asset Management Co, Ltd is a company incorporated in the PRC with limited liability It is principally engaged in acquisition and disposal of bulk distressed assets of financial companies The ultimate beneficial owner of Tianjin Binhai Zhengxin Asset Management Co, Ltd is Mr Feng Hui (馮暉), who is a third party independent of the Bank and its connected personsTianjin JRTianjin JR is a company incorporated in the PRC with limited liability on April 25, 2016 and is principally engaged in asset management, financial, legal and risk management consultancy and advisory business The ultimate beneficial owner of Tianjin JR is the State-owned Assets Supervision and Administration Commission of Tianjin Municipal People’s Government (天津市人民政府國有資產監督管理委員會) Tianjin TEDA International Holding (Group) Co, Ltd (天津市泰達國際控股(集團)有限公司) is held as to 53% by TEDA Investment Holding (Group) Co, Ltd, a substantial Shareholder of the Bank which holds 2061% equity interest in the Bank as at the date of this announcement, and as to 47% indirectly by its subsidiary, Tianjin TEDA Industrial Group Co, Ltd (天津泰達實業集團有限公司) Tianjin TEDA International Holding (Group) Co, Ltd holds approximately 67657% equity interest in Tianjin Financial Investment and Services Group Co, Ltd* (天津津融投資服務集團有限公司), which in turn holds 555% equity interest in Tianjin JR The State-owned Assets Supervision and Administration Commission of Tianjin Municipal People’s Government directly or indirectly holds an aggregate of 89634% equity interest in Tianjin Financial Investment and Services Group Co, Ltd (excluding the equity interest held by Tianjin TEDA International Holding (Group) Co, Ltd) Bangxin Assets Management Co, Ltd (邦信資產管理有限公司) holds 20% equity interest in Tianjin JR, and its ultimate beneficial owner is China Orient Asset Management Co, Ltd For its details, please refer to “Information on potential transferee – China Orient Asset Management Co, Ltd (中國東方資產管理股份有限公司)” mentioned hereinabove Tianjin Juntai Enterprise Management Co, Ltd (天津駿泰企業管理有限公司) holds 1001% equity interest in Tianjin JR, and its ultimate beneficial owner is Far East Horizon Limited, which is a company listed on the Main Board of the Hong Kong Stock Exchange (stock code: 3360) specializing in provision of innovative financial solutions to its customers Tianjin Rongyu Corporate Management Co, Ltd (天津市融鈺企業管理有限公司) holds 949% equity interest in Tianjin JR, and its ultimate beneficial owner is SASAC of the People’s Government of Tianjin Baodi (天津市寶坻區人民政府國資委) Tianjin Dongjiang Port Industry City Investment Group Co, Ltd (天津東疆港產城投資集團有限公司) holds 5% equity interest in Tianjin JR, and its ultimate beneficial owner is the Administration Committee of Tianjin Dongjiang Comprehensive Bonded Zone, a government agencyAs at the date of this announcement, to the best of the knowledge, information and belief of the Directors of the Bank, having made all reasonable enquiries, China Cinda Asset Management Co, Ltd, China Orient Asset Management Co, Ltd, China Great Wall Asset Management Co, Ltd, China CITIC Financial Asset Management Co, Ltd, Tianjin JR and Tianjin Binhai Zhengxin Asset Management Co, Ltd and their ultimate beneficial owners are third parties independent of the Bank and its connected persons12LISTING RULES IMPLICATIONSBased on the amount of the Initial Minimum Consideration, as one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Proposed Disposal exceed 75%, the Proposed Disposal constitutes a very substantial disposal of the Bank under Chapter 14 of the Listing Rules, and thus is subject to the reporting, announcement and Shareholders’ approval requirements under Chapter 14 of the Listing RulesTo the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, as at the date of this announcement, no Director has a material interest in the approval of the transaction under the Proposed Disposal and the Proposed Mandate Therefore, no Director would be required to abstain from voting on the Board resolutions approving the Proposed Disposal and the Proposed MandateAccording to the trading rules of the Equity Exchange, the transferor shall have completed its internal necessary decision-making procedures (including the approval procedure by the Shareholders’ general meeting) at the time of submitting the application for the asset transfer Therefore, the Bank will not be able to seek the approval by the Shareholders’ general meeting after the entering into of the Assets Transfer Agreement in accordance with the provisions of Chapter 14 of the Listing Rules Accordingly, the Board will seek the prior approval of the Proposed Disposal and the Proposed Mandate by the Shareholders’ general meeting The Directors consider that the prior submission of the Proposed Disposal and the Proposed Mandate for approval by the Shareholders’ general meeting will allow for greater flexibility and efficiency for the transaction and ensure the smooth implementation of the transaction, which is also in the interests of the Bank and the Shareholders of the Bank as a wholeUpon completion of the transaction, the Bank will make further announcement(s) to disclose, among other things, the identity and principal business of the final transferee and its ultimate beneficial owner, as well as the payment terms of the disposal in accordance with the Listing Rules If the Proposed Disposal is not completed with a small portion of assets pending transaction upon the expiry of the Proposed Mandate, the Bank may seek to convene a Shareholders’ general meeting to approve an extension of the Mandate Validity Period (for a maximum of six months) provided that the conditions of the original mandate remain unchanged, so as to facilitate the completion of the remaining transactionsThe Company will convene the Shareholders’ general meeting to consider and, if thought fit, approve, among other things, the Proposed Mandate to be granted in advance for the Directors to enter into and complete the Proposed Disposal through the public tender13As no existing Shareholder has any material interest in the Proposed Disposal and the Proposed Mandate, no Shareholder would be required to abstain from voting on the resolutions approving the Proposed Disposal and the Proposed Mandate to be proposed at the Shareholders’ general meetingAs additional time is required by the Bank to prepare the information to be included in the circular, a circular containing, among other things, (i) further information of the Proposed Mandate and the Proposed Disposal; (ii) financial information of the Group; (iii) unaudited financial information of the Transferred Assets; (iv) unaudited pro forma financial information of the Group upon disposal of the Transferred Assets; (v) a notice of the Shareholders’ general meeting; and (vi) other information required under the Listing Rules, is expected to be despatched to the Shareholders on or before November 3, 2025The terms of the public tender have yet to be finalized and therefore may be subject to further change Completion of the potential disposal is subject to Shareholders’ approval and the completion of the public tender process The potential disposal may or may not proceed Therefore, Shareholders and potential investors of the Bank should exercise caution when dealing in the securities of the Bank The Company will make further announcement(s) in compliance with the Listing Rules as and when appropriate or requiredDEFINITIONSIn this announcement, unless the context otherwise requires, the following terms shall have the following meanings:“Assets Transfer the assets transfer agreement proposed to be entered into between the Bank Agreement” and the final transferee in relation to the Proposed Disposal for the disposal of the Transferred Assets in batches“Bank” CHINA BOHAI BANK CO, LTD (渤海銀行股份有限公司), a joint stock company incorporated in the PRC with limited liability on December 30, 2005, the H Shares of which are listed on the Main Board of the Hong Kong Stock Exchange (stock code: 9668)“Board” the board of Directors of the Bank“connected person(s)” has the meaning ascribed to it in the Listing Rules“Consideration” the consideration to be paid by the final transferee to the Bank in relation to the Proposed Disposal“Director(s)” the director(s) of the Bank“Domestic Share(s)” the 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“Equity Exchange” a comprehensive equity exchange institution or platform legally established“Group” the Bank and its subsidiary14“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” Hong Kong dollars, the lawful currency of Hong Kongor “Hong Kong dollars”“Hong Kong” the Hong Kong Special Administrative Region of the PRC“Hong Kong Stock The Stock Exchange of Hong Kong LimitedExchange”“Initial Minimum details of the definition of Initial Minimum Consideration are set out in the Consideration” description under the heading “Consideration” in this announcement“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited“Mandate Validity one year from the date of approval of the Proposed Disposal and the Period” Proposed Mandate by the Shareholders’ general meeting“Ministry of Finance” the Ministry of Finance of the People’s Republic of China“PRC” the People’s Republic of China“Proposed Disposal” the proposed disposal of the Transferred Assets by the Bank through public tender in batches by single-account transfer or batch transfer within the scope of the Proposed Mandate and the Mandate Validity Period“Proposed Mandate” a general mandate proposed to be granted in advance to the Directors (or their delegates) by the Shareholders at the Shareholders’ general meeting to proceed with and complete the Proposed Disposal through public tender, with a validity period of one year from the date of approval by the Shareholders’ general meeting“RMB” or Renminbi, the lawful currency of the PRC“Renminbi”“Share(s)” the Domestic Share(s) and H Share(s)“Shareholder(s)” the holder(s) of the Shares“Shareholders’ the Shareholders’ general meeting or any adjournment thereof to be held general meeting” by the Bank to consider and approve, among other things, the Proposed Disposal and the Proposed Mandate“Tianjin JR” Tianjin JR Assets Management Co, Ltd (天津津融資產管理有限公司), a company incorporated in the PRC with limited liability on April 25, 201615“Transferred Assets” the assets to be sold by the Bank in batches under the Assets Transfer Agreement (details are set out in the description under the heading “Transferred Assets” in this announcement), including the transferred principal amount, the corresponding interest penalties and the judicial fees disbursedBy order of the BoardCHINA BOHAI BANK CO, LTDWANG JinhongChairmanTianjin, ChinaOctober 10, 2025As 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 directors16
SUBSTANTIAL TO VERY THE POTENTIAL
2025-10-10 22:28:54