China Zheshang Bank : CIRCULAR

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Zheshang Bank Co., Ltd., you should at once hand this circular and the accompanying proxy form and reply slip to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

CHINA ZHESHANG BANK CO., LTD.

एਠვБٰ΅Ϟࠢʮ̡

(A joint-stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2016)

(Stock Code of Preference Shares: 4610)

PROPOSED CHANGE OF DOMICILE

PROJECT CONSTRUCTION OF HEADQUARTER BUILDING

AND

NOTICE OF THE 2019

FIRST EXTRAORDINARY GENERAL MEETING

The EGM of the Bank will be held at Main Conference Room, 1/F, Head Office of China Zheshang Bank, No. 288, Qingchun Road, Hangzhou, Zhejiang, the PRC on Thursday, February 28, 2019 at 2:00 p.m.. The notice of the EGM is set out on pages 8 to 9 of this circular.

Whether or not you are able to attend the EGM, you are advised to read the notice of the EGM and to complete and return the enclosed proxy form in accordance with the instructions printed thereon. For holders of Domestic Shares, the proxy form should be returned to the Bank's Office of the Board, and for holders of H Shares, the proxy form should be returned to the Bank's H Share Registrar, Computershare Hong Kong Investor Services Limited in person or by post as soon as possible but in any event not less than 24 hours before the time stipulated for convening the EGM or any adjourned meeting thereof (i.e. before 2:00 p.m. on Wednesday, February 27, 2019). Completion and return of the proxy form will not preclude you from attending and voting at the EGM or at any adjourned meeting if you so wish.

If you intend to attend the EGM in person or by proxy, you are required to complete and return the reply slip to the Bank's Office of the Board or to Computershare Hong Kong Investor Services Limited on or before Friday, February 8, 2019.

January 11, 2019

CONTENTS
Page
DEFINITIONS ....................................................	1
LETTER FROM THE BOARD
I. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
II. MATTERS TO BE CONSIDERED AT THE EGM
1. Proposed Change of Domicile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2. Project Construction of Headquarter Building . . . . . . . . . . . . . . . . . . . . . .	4

III.	THE EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . .	7
IV.	VOTINGBYPOLL ..............................................	7
V.	RECOMMENDATION ............................................	7
8

NOTICE OF THE 2019 FIRST EXTRAORDINARY GENERAL MEETING ....

-i-

DEFINITIONS

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

"Articles of Association"	the articles of association of the Bank, as amended,
supplemented or otherwise modified from time to time
"Bank"	China Zheshang Bank Co., Ltd. (एਠვБٰ΅Ϟࠢʮ
̡), a sino-foreign joint venture incorporated in the PRC
on April 16, 1993 in accordance with the PRC laws, and
reorganized to a joint-stock company with approval of the
China Banking Regulatory Commission on June 30, 2004
and the H Shares of which are listed on the Stock
Exchange (Stock Code: 2016)
"Board" or "Board of Directors"	the board of directors of the Bank
"CBIRC"	China Banking and Insurance Regulatory Commission
"Director(s)"	the director(s) of the Bank
"Domestic Shares"	ordinary shares issued by our Bank, with a nominal value
of RMB1.00 each, which are subscribed for or credited as
paid in full in RMB
"Domestic Shareholder(s)"	holder(s) of Domestic Shares
"EGM" or "Extraordinary	the 2019 first extraordinary general meeting or any
General Meeting"	adjourned meeting of the Bank to be held at Main
Conference Room, 1/F, Head Office of China Zheshang
Bank, No. 288, Qingchun Road, Hangzhou, Zhejiang, the
PRC on Thursday, February 28, 2019 at 2:00 p.m.
"H Share Registrar"	Computershare Hong Kong Investor Services Limited
"H Shareholder(s)"	holder(s) of H Shares
"H Shares"	overseas listed foreign shares of RMB1.00 each in the
share capital of the Bank, which are listed on the Stock
Exchange and traded in Hong Kong dollars
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
-1-

DEFINITIONS
"Hong Kong"	the Hong Kong Special Administrative Region of the
PRC
"Listing Rules"	the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited, as amended,
supplemented or otherwise modified from time to time
"PRC"	the People's Republic of China, for the purposes of this
circular only, excluding Hong Kong, Macau Special
Administrative Region of the People's Republic of China
and Taiwan
"Preference Shares"	the U.S.$2,175,000,000 5.45% Non-Cumulative
Perpetual Offshore Preference Shares issued by the Bank
on March 29, 2017
"RMB"	Renminbi, the lawful currency of the PRC
"Share(s)"	Domestic Shares and H Shares
"Shareholder(s)"	holder(s) of Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"%"	per cent
-2-

LETTER FROM THE BOARD

CHINA ZHESHANG BANK CO., LTD.

एਠვБٰ΅Ϟࠢʮ̡

(A joint-stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2016)

(Stock Code of Preference Shares: 4610)

Executive Directors	Registered Office:
Mr. SHEN Renkang	No. 288, Qingchun Road
Mr. XU Renyan	Hangzhou
Ms. ZHANG Luyun	Zhejiang
PRC
Non-executive Directors
Mr. HUANG Zhiming	Principal place of business
Mr. WEI Dongliang	in Hong Kong:
Ms. GAO Qinhong	15/F, Three Exchange Square
Mr. HU Tiangao	No. 8 Connaught Place
Mr. ZHU Weiming	Central
Ms. LOU Ting	Hong Kong
Mr. XIA Yongchao
Independent Non-executive Directors
Mr. TONG Benli
Mr. YUAN Fang
Mr. DAI Deming
Mr. LIU Pak Wai
Mr. ZHENG Jindu
Mr. ZHOU Zhifang
Mr. WANG Guocai
To the Shareholders
Dear Sir or Madam,

January 11, 2019

PROPOSED CHANGE OF DOMICILE

PROJECT CONSTRUCTION OF HEADQUARTER BUILDING

AND

NOTICE OF THE 2019

FIRST EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

The purpose of this circular is to provide you with the notice of the EGM, and to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM.

-3-