Shengjing Bank : Announcements and Notices - Notice of 2019 First H Share Class Meeting

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

SHENGJING BANK CO., LTD.*

盛京銀行股份有限公司*

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

(Stock Code: 02066)

NOTICE OF 2019 FIRST H SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2019 first H share class meeting (the "H Share Class Meeting") of Shengjing Bank Co., Ltd. (the "Bank") will be held at Room 604, 6/F, No. 109 Beizhan Road, Shenhe District, Shenyang, Liaoning Province, PRC on Friday, 16 August 2019 immediately after the conclusion of the Domestic Share Class Meeting or any adjournment thereof to consider and, if thought fit, pass the following resolutions. Unless otherwise defined herein, capitalised terms used in this notice shall have the same meaning as those defined in the announcement of the Bank dated 20 June 2019 (the "Announcement"). In addition, a circular containing details of the following resolutions is required to be dispatched to the Shareholders within 15 Business Days from the date of the Announcement pursuant to Rule 14A.68 of the Listing Rules or 21 days from the date of the Announcement pursuant to Rule

8.2 of the Takeovers Code, whichever is the earlier. The Shareholders and potential investors should refer to the circular for further details of the Proposed Subscriptions and Issuance and other matters.

SPECIAL RESOLUTIONS

1. To consider and approve the Proposed Subscription and Issuance of Domestic Shares, including:

1. Type of Shares to be issued
2. Par value of Shares to be issued
3. Number of Shares to be issued
4. Subscription price and pricing principle
5. Subscriber

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1. Method of issuance
2. Use of proceeds
3. Lock-uparrangements
4. Arrangement in relation to undistributed retained profits
5. Validity period of resolution
6. Conditions precedent
7. Interconditionality of the Proposed Subscriptions and Issuance

2. To consider and approve the proposed subscriptions of 400,000,000 H Shares by Zhengbo, including:

1. Type of Shares to be issued
2. Par value of Shares to be issued
3. Number of Shares to be issued
4. Subscription price and pricing principle
5. Subscriber
6. Method of issuance
7. Use of proceeds
8. Lock-uparrangements
9. Arrangement in relation to undistributed retained profits
10. Validity period of resolution
11. Conditions precedent
12. Interconditionality of the Proposed Subscriptions and Issuance
13. Listing arrangement

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1. To consider and approve the proposed subscriptions of 400,000,000 H Shares by Future Capital, including:
2. 1. Type of Shares to be issued
   2. Par value of Shares to be issued
   3. Number of Shares to be issued
   4. Subscription price and pricing principle
   5. Subscriber
   6. Method of issuance
   7. Use of proceeds
   8. Lock-uparrangements
   9. Arrangement in relation to undistributed retained profits
   10. Validity period of resolution
   11. Conditions precedent
   12. Interconditionality of the Proposed Subscriptions and Issuance
   13. Listing arrangement
3. To consider and approve the Domestic Share Subscription Agreement.
4. To consider and approve the Zhengbo H Share Subscription Agreement.
5. To consider and approve the Future Capital H Share Subscription Agreement.
6. To consider and approve a specific mandate to issue 2,200,000,000 Domestic Shares at the subscription price of RMB6.00 per Domestic Share in accordance with the terms and conditions of the Domestic Share Subscription Agreement and the authorisation to the Board and the persons authorised by the Board to deal with all matters relating to the Proposed Subscription and Issuance of Domestic Shares.

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1. To consider and approve a specific mandate to issue 400,000,000 H Shares at the subscription price of HK$6.818182 (equivalent to approximately RMB6.00) per H Share in accordance with the terms and conditions of the Zhengbo H Share Subscription Agreement and the authorisation to the Board and the persons authorised by the Board to deal with all matters relating to the proposed subscription and issuance of H Shares to Zhengbo.
2. To consider and approve a specific mandate to issue 400,000,000 H Shares at the subscription price of HK$6.818182 (equivalent to approximately RMB6.00) per H Share in accordance with the terms and conditions of the Future Capital H Share Subscription Agreement and the authorisation to the Board and the persons authorised by the Board to deal with all matters relating to the proposed subscription and issuance of H Shares to Future Capital.
3. To consider and approve the Whitewash Waiver granted or to be granted by the Executive pursuant to the Takeovers Code waiving any obligation on the part of Evergrande Nan Chang, to make a mandatory general offer for all the issued Shares and other securities of the Bank not already owned or agreed to be acquired by it or parties acting in concert with it as a result of the Bank allotting and issuing the Domestic Subscription Shares to Evergrande Nan Chang7.

By order of the Board

Shengjing Bank Co., Ltd.

ZHOU Zhi

Joint Company Secretary

Shenyang, Liaoning Province, China

28 June 2019

As at the date of this notice, the executive directors of the Bank are QIU Huofa, ZHANG Qiang, WANG Yigong and WU Gang; the non-executive directors of the Bank are ZHANG Qiyang, LIU Yanxue, LI Jianwei, LI Yuguo, YUEN Wing Shing and ZHAO Weiqing; and the independent non-executive directors of the Bank are NI Guoju, KEUNG Chak, TAI Kwok Leung, Alexander, XING Tiancai and LI Jinyi.

• Shengjing Bank Co., Ltd. is not an authorised institution within the meaning of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorised to carry on banking and/or deposit-taking business in Hong Kong.

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Notes:

1. Pursuant to the Listing Rules and the Takeovers Code, any vote of shareholders at a general meeting must be taken by poll. As such, each of the resolutions set out in the notice of H Share Class Meeting will be voted by poll. An announcement on the voting results will be published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Bank (www.shengjingbank.com.cn) in accordance with the Listing Rules and the Takeovers Code.
2. Any shareholder entitled to attend and vote at the H Share Class Meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a shareholder of the Bank.
3. In order to be valid, the form of proxy together with the notarised power of attorney or other documents of authorisation, if any, must be completed and returned to the H Share registrar of the Bank, Computershare Hong Kong Investor Services Limited not less than 24 hours before the time appointed for holding the H Share Class Meeting or any adjournment thereof. Computershare Hong Kong Investor Services Limited is located at 17M/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong. Completion and return of the form of proxy will not preclude a shareholder from attending and voting in person at the H Share Class Meeting or any adjournment thereof should he/she so wish.
4. The H Share register of members of the Bank will be closed, for the purpose of determining the entitlement of holders of H Shares to attend the H Share Class Meeting, from Wednesday, 17 July 2019 to Friday, 16 August 2019 (both days inclusive), during which period no transfer of H Shares will be registered. In order to attend the H Share Class Meeting, all share certificates, together with the instruments of transfers, must be lodged for registration with the Bank's H Share registrar, Computershare Hong Kong Investor Services Limited (for holders of H Shares) at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Tuesday, 16 July 2019.
5. Where there are joint holders of any shares, the one whose name stands first in the register of members shall be entitled to attend and vote at the H Share Class Meeting in respect of such shares.
6. Shareholders of the Bank intending to attend the H Share Class Meeting in person or by their proxies should return the reply slip for attending the H Share Class Meeting in person or by post to the Bank's H Share registrar, Computershare Hong Kong Investors Services Limited on or before Friday, 26 July 2019.
7. This resolution will be proposed by way of a special resolution to be passed by at least 75% of the independent vote that are cast either in person or by proxy at the H Share Class Meeting for approval by the Independent Shareholders.

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