BANK OF GANSU CO., LTD.*

甘 肅 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: 2139)

PROXY FORM FOR 2020 ANNUAL GENERAL MEETING AND

ANY ADJOURNED MEETING(S) THEREOF

I/We (Note 1) of (Note 2)

being the shareholder(s) of Bank of Gansu Co., Ltd. (the "Bank") holding

H shares (Note 3) in the Bank, hereby appoint the chairman of the meeting or

of

(Note 4) as my/our proxy to attend on

my/our behalf at the 2020 annual general meeting ("AGM") to be held at the conference room at 4/F of Bank of Gansu Tower, No. 525-1 Donggang West Road, Chengguan District, Lanzhou, Gansu Province, the PRC on Monday, May 24, 2021 at 9:00 a.m. and any adjourned meeting(s) thereof and vote as indicated below in respect of the resolutions set out in the notice of AGM dated April 16, 2021. If no indication is given, my/our proxy will be

entitled to vote or abstain as he thinks fit.

ORDINARY RESOLUTIONS (Note 5)

For (Note 6)

Against (Note 6)

Abstain (Note 6)

1.

To consider and approve the proposal regarding the work report of the

Board of Directors for 2020;

2.

To consider and approve the proposal regarding the financial audit report

for 2020;

3.

To consider and approve the proposal regarding the final financial

accounts report for 2020;

4.

To consider and approve the proposal regarding the profit distribution

proposal for 2020;

5.

To consider and approve the proposal regarding the annual financial

budget for 2021;

6.

To consider and approve the proposal regarding the annual report for 2020;

7.

To consider and approve the proposal regarding the engagement of

external auditing firms for 2021;

8.

To consider and approve the proposal regarding the work report of

Independent Non-executive Directors for 2020;

9.

To consider and approve the proposal regarding the Board's evaluation

results of the performance of duties by Directors and senior management

for 2020;

10.

To consider and approve the proposal regarding the remuneration

distribution and settlement plan for Directors and Supervisors in 2020;

11.

To consider and approve the proposal regarding the work report of the

Board of Supervisors for 2020;

12.

To consider and approve the proposal regarding the report on related-

party/connected transactions for 2020;

13.

To consider and approve the proposal regarding the estimated caps of

related-party/connected transactions for 2021;

14.

To consider and approve the proposal regarding the change of domicile

of the Bank;

15.

To consider and approve the proposal regarding the election of Ms. Sun

Yan as an external Supervisor of the Bank;

16.

To consider and approve the proposal regarding the election of Mr. Wang

Wenjian as a Shareholder Supervisor of the Bank;

SPECIAL RESOLUTIONS (Note 5)

For (Note 6)

Against (Note 6)

Abstain (Note 6)

17.

To consider and approve the proposal regarding the amendments to the

Articles of Association;

18.

To consider and approve the proposal regarding the extension of the

validity period of the authorization related to the public issuance of

secondary capital bonds;

19.

To consider and approve the proposal regarding the general mandate to

issue Shares.

Date:

, 2021

Signature (Note 7) :

Notes:

  1. Please insert your full name(s) (Chinese and English) as shown in the register of members in BLOCK CAPITALS.
  2. Please insert address(es) as shown in the register of members in BLOCK CAPITALS.
  3. Please insert the number of shares of the Bank registered in your name(s) and to which this proxy relates. If no number is inserted, the proxy form will be deemed to be related to all shares of the Bank registered in your name(s).
  4. If a proxy other than the chairman of the meeting is preferred, please cross out the words "the chairman of the meeting or" and insert the full name(s) and address(es) of the proxy(ies) desired in the space provided. Any shareholder entitled to attend and vote is entitled to appoint one or more persons (whether such person is a shareholder of the Bank or not) as his/her proxy(ies) to attend and vote on his/her behalf. In the case of joint shareholders, any shareholder may sign the proxy form(s). The vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the share register of members in respect of the joint shareholding.
  5. An ordinary resolution shall be passed by votes representing at least 1/2 of the voting rights held by the shareholders (including proxies thereof) attending the AGM. A special resolution shall be passed by votes representing at least two-thirds of the voting rights held by the shareholders (including proxies thereof) attending the AGM.
  6. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK THE BOX MARKED "AGAINST". IF YOU WISH TO VOTE ABSTAINED THE RESOLUTION, TICK THE BOX MARKED "ABSTAIN". The votes abstained will not be counted towards the total vote count. If no indication is given, the proxy will be entitled to vote or abstain as he thinks fit. Any alteration of this proxy form must be initiated by the person who sign this proxy form.
  7. The appointment of a proxy must be in writing by using this form. This form of proxy must be signed under the hand of the appointer or his/her attorney duly authorised in writing. For a corporate appointer, the proxy form must be affixed with the common seal or signed by its director or attorney duly authorised in writing. Where an instrument appointing a proxy is signed on behalf of the appointer by an attorney, the power of attorney or a notarially certified copy thereof must be lodged.
  8. For H shareholder(s), this proxy form shall only be valid if it is returned to the Bank's H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the time for holding the AGM in person or by mail. If no indication is given, the proxy will be entitled to vote or abstain as he thinks fit. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice of AGM. Completion and delivery of this proxy form will not preclude you from attending and voting at the AGM if you so wish.
  9. An individual shareholder attending the AGM in person shall present his identification card or other document or certification of identification. A proxy attending the AGM on behalf of a shareholder shall present his identification card and the letter of attorney signed by the appointer or his representative with the issue date. A corporate shareholder shall attend the AGM by its legal representative or his nominee. A legal representative attending the AGM shall present his identification card and document which can certify his capacity as a legal representative. A nominee attending the AGM shall present his identification card and the letter of attorney signed by the legal representative.
  • Bank of Gansu Co., Ltd. is not an authorized 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 authorized to carry on banking/deposit-taking business in Hong Kong.

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Bank of Gansu Co. Ltd. published this content on 15 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 April 2021 09:04:03 UTC.