China Everbright Bank : ELECTION OF NON-EXECUTIVE DIRECTORS ELECTION OF EXECUTIVE DIRECTORS REMUNERATION OF THE CHAIRMAN OF THE BOARD OF SUPERVISORS FOR 2019 AND NOTICE OF THE 2020 SECOND EXTRAORDINARY GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in China Everbright Bank Company Limited, you should at once hand this circular together with the accompanying proxy form and the reply slip to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no 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 inreliance upon the whole or any part of the contents of this circular.

China Everbright Bank Company Limited

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

(Stock code: 6818)

ELECTION OF NON-EXECUTIVE DIRECTORS

ELECTION OF EXECUTIVE DIRECTORS

REMUNERATION OF THE CHAIRMAN OF THE BOARD OF SUPERVISORS

FOR 2019

AND

NOTICE OF THE 2020 SECOND EXTRAORDINARY GENERAL MEETING

The letter from the Board is set out on pages 2 to 6 of this circular.

The notice convening the EGM to be held at the conference room of 3rd Floor, Tower A, China Everbright Center, No. 25 Taipingqiao Avenue, Xicheng District, Beijing, PRC on Friday, 30 October 2020 at 9:30 a.m., together with the relevant reply slip and proxy form, are sent to the Shareholders on Monday, 14 September 2020.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the relevant proxy form in accordance with the instructions printed thereon. For holder of H Shares, the proxy form should be returned to Computershare Hong Kong Investor Services Limited in person or by post not less than 24 hours before the time appointed for holding the EGM (i.e. not later than 9:30 a.m. on Thursday, 29 October 2020) or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or at any adjourned meeting should you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked.

14 September 2020

References to dates and time in this circular are to Hong Kong dates and time.

	CONTENTS
		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
2.	ELECTION OF NON-EXECUTIVEDIRECTORS . . . . . . . . . . . . . . . . . . . . . . .	3
3.	ELECTION OF EXECUTIVE DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . .	4

4. REMUNERATION OF THE CHAIRMAN OF THE BOARD OF SUPERVISORS

	FOR 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	RECOMMENDATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
NOTICE OF THE 2020 SECOND EXTRAORDINARY GENERAL MEETING . . . . . . . . .	7

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DEFINITIONS

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

"Company" or "Bank"	China Everbright Bank Company Limited (中國光大銀行股份有限
	公司), a joint stock limited company incorporated in the PRC and
	the H Shares and A Shares of which are listed on the Stock
	Exchange (stock code: 6818) and the Shanghai Stock Exchange
	(stock code: 601818), respectively
"Board"or "Board of Directors"	the board of Directors of the Company
"Director(s)"	director(s) of the Company
"EGM"	the second extraordinary general meeting for 2020 of the Company
	to be held at the conference room of 3rd Floor, Tower A, China
	Everbright Center, No. 25 Taipingqiao Avenue, Xicheng District,
	Beijing, PRC on Friday, 30 October 2020 at 9:30 a.m.
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"H Share(s)"	overseas listed foreign shares of par value RMB1.00 each in the
	share capital of the Company which are listed on the Stock
	Exchange and traded in Hong Kong dollars
"PRC"	the People's Republic of China excluding, for the purpose of this
	circular, Hong Kong, the Macau Special Administrative Region and
	Taiwan
"RMB"	Renminbi, the lawful currency of the PRC
"Share(s)"	ordinary share(s) of par value RMB1.00 each in the share capital of
	the Company (including A Shares and/or H Shares)
"Shareholder(s)"	holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"CBIRC"	China Banking and Insurance Regulatory Commission
"Articles of Association"	the Articles of Association of China Everbright Bank Company
	Limited

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LETTER FROM THE BOARD

China Everbright Bank Company Limited

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

(Stock code: 6818)
Chairman of the Board, Non-executive Director:	Registered Office:
Mr. LI Xiaopeng	China Everbright Center
	No. 25 and 25A Taipingqiao Avenue
Executive Directors:	Xicheng District
Mr. LIU jin	Beijing 100033, PRC
Mr. LU Hong
	Principal Place of Business
Non-executive Directors:	in Hong Kong:
Mr. WU Lijun	23/F
Mr. CAI Yunge	Everbright Centre
Mr. LIU Chong	108 Gloucester Road
Ms. YU Chunling	Wan Chai
	Hong Kong
Independent Non-executive Directors:
Mr. XU Hongcai
Mr. FENG Lun
Mr. WANG Liguo
Mr. SHAO Ruiqing
Mr. HONG Yongmiao
Mr. LI Yinquan
	14 September 2020
To the Shareholders
Dear Sir or Madam,

ELECTION OF NON-EXECUTIVE DIRECTORS

ELECTION OF EXECUTIVE DIRECTORS

REMUNERATION OF THE CHAIRMAN OF THE BOARD OF SUPERVISORS

FOR 2019

AND

NOTICE OF THE 2020 SECOND EXTRAORDINARY GENERAL MEETING

1 INTRODUCTION

The purpose of this circular is to provide you with information regarding the undermentioned matters and certain other matters, which will be submitted to the EGM for consideration and approval.

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LETTER FROM THE BOARD

2 ELECTION OF NON-EXECUTIVE DIRECTORS

Reference is made to the announcement of the Company in relation to the proposed appointment of non-executive Directors dated 28 August 2020.

Mr. Fu Wanjun and Mr. Yao Wei are nominated as the candidates for the positions of non-executive Directors of the eighth session of the Board of Directors of the Company, and their appointments are subject to the approvals by the Shareholders at the general meeting of the Company and the CBIRC and will become effective on the date of approval by the CBIRC.

The biographical details of Mr. Fu Wanjun are set out below:

Mr. Fu Wanjun, aged 52, is currently a member of the CPC Committee and vice general manager of China Everbright Group Ltd. He served as the deputy manager of the Credit and Loan Department II, deputy manager and manager of the Marketing Department II, assistant to the president, vice president, member of the CPC committee of Urumqi Branch, secretary of the CPC Committee and president of Yinchuan Branch, secretary of the CPC Committee and president of Xinjiang District (Urumqi) Branch, secretary of the CPC Committee and president of Chongqing Branch, general manager (principal level in provincial branches) of the Corporate and Institutional Business Department of the head office, chief operating officer (corporate and institutional business segment) of Bank of Communications. He obtained an executive master in business administration degree from Dalian University of Technology. He is a senior economist.

The biographical details of Mr. Yao Wei are set out below:

Mr. Yao Wei, aged 45, is currently a standing member of CPC Committee and chief accountant of Overseas Chinese Town Group Company Limited (華僑城集團有限公司). He successively served as deputy director and director of asset division (fixed assets), and the head of the internal control unit of account division of the Finance Department in Daya Bay Nuclear Power Operations and Management Co., Ltd. (大 亞灣核電運營管理有限責任公司); staff, budget management director of finance department, tax management manager, senior manager and head of comprehensive finance division of China Guangdong Power Holding Co., Ltd. (中國廣東核電集團有限公司); chief accountant of CGN Wind Energy Co., Ltd. (中廣核風電有限公司); chief accountant of CGN Meiya Power Holdings Co., Ltd. (changed its name to CGN New Energy Holdings Co., Ltd.); vice general manager (presiding) and general manager of the Finance Department, general manager of the Finance and Asset Management Department of China General Nuclear Power Corporation (中國廣核集團有限公司). He served concurrently as the chief accountant of CGN Solar Energy Development Co., Ltd. (中廣核太陽能開發有限公司); chairman of CGNPC International Limited (中廣核國際有限公司) and executive director of Shenzhen Nengzhihui Investment Co., Ltd. (深圳市能之匯 投資有限公司)）. He graduated from Zhongnan University of Economics and Law (中南財經大學) majoring in accounting and obtained a bachelor's degree in economics. He is a certified public accountant.

Save as disclosed in the biographical details above, each of Mr. Fu Wanjun and Mr. Yao Wei has not held directorships in any other listed companies in the past three years, does not have any relationships with other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company, and he is not interested in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

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LETTER FROM THE BOARD

In accordance with the Articles of Association, the term of a Director is three years, and the Directors are eligible for re-election upon expiry of their terms. Mr. Fu Wanjun and Mr. Yao Wei will not receive any director's fees.

Save as disclosed in this circular, there are no other matters that need to be brought to the attention of the Shareholders of the Company and there is no other information to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

3 ELECTION OF EXECUTIVE DIRECTORS

Reference is made to the announcement of the Company in relation to the proposed appointment of executive directors dated 28 August 2020.

Mr. Yao Zhongyou and Mr. Qu Liang are nominated as the candidates for the positions of executive Directors of the eighth session of the Board of Directors of the Company, and their appointments are subject to the approvals by the Shareholders at the general meeting of the Company and the CBIRC and will become effective on the date of approval by the CBIRC.

The biographical details of Mr. Yao Zhongyou are set out below:

Mr. Yao Zhongyou, aged 57, is currently a member of the CPC Committee and vice president of the Company. He served as the clerk, deputy manager of the International Business Department of Hebei Provincial Branch, president, secretary of the CPC Committee of Chengde Branch, director of the general office, deputy president and member of the CPC Committee of Hebei Provincial Branch, deputy general manager of Equity Management Department of China Everbright (Group) Corporation, executive director, member of CPC Committee and vice president of Everbright Financial Holding Asset Management Co., Ltd., and general manager of Financial Management Department of China Everbright (Group) Corporation. He graduated from Wuhan University majoring in finance and obtained a master's degree in economics. He is a senior economist.

The biographical details of Mr. Qu Liang are set out below:

Mr. Qu Liang, aged 54, is currently a member of the CPC Committee and vice president of the Company and secretary of the CPC Committee and president of Beijing Branch of the Company. He served as the vice general manager of the Corporate Business Department of Henan Provincial Branch of Industrial and Commercial Bank of China; director of the office of Zhengzhou Branch, the general manager of the Corporate Banking Department II, the general manager of the Corporate Banking Department I; the vice general manager of the corporate banking division at the head office, secretary of the CPC Committee and president of Hohhot Branch; secretary of the CPC Committee and president of Chongqing Branch of China Merchants Bank; officer for deepening reform of the leading group office for the comprehensive deepening reform (director of department of head office level) of China Everbright Group Ltd. He graduated from Zhengzhou University with a degree in politics, majoring in politics, and obtained a master's degree in law, majoring in economic law, at Zhengzhou University. He is a senior economist.

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LETTER FROM THE BOARD

Save as disclosed in the biographical details above, each of Mr. Yao Zhongyou and Mr. Qu Liang has not held directorships in any other listed companies in the past three years, does not have any relationships with other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company, and he is not interested in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

In accordance with the Articles of Association, the term of a Director is three years, and the Directors are eligible for re-election upon expiry of their terms.

Each of Mr. Yao Zhongyou and Mr. Qu Liang will not receive any director's fee from the Company provided that each of them will receive corresponding remuneration as a senior management, including basic salary, bonus, social security plan, housing provident fund plan and other benefits. The specific emolument package shall be effective upon approval by the Board.

Save as disclosed in this circular, there are no other matters that need to be brought to the attention of the Shareholders of the Company and there is no other information to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

4 REMUNERATION OF THE CHAIRMAN OF THE BOARD OF SUPERVISORS FOR 2019

In accordance with the relevant requirements of the Articles of Association of the Company and the performance of duties, the remuneration of the Chairman of the Board of Supervisors for the year 2019 is set out below:

Total Remuneration of Actual Payout (Before Tax) in 2019

		Unit: RMB ten thousand
		Total Remuneration
		of Actual Payout
Name	Position	(Before Tax) in 2019
Li Xin	Chairman of the Board of Supervisors,	273.08
	Shareholder Representative Supervisor

Notes:

1. The remuneration of the Chairman of the Board of Supervisors for 2019 is based on the Remuneration Management Measures for Persons in Charge of China Everbright Bank Company Limited;
2. According to the relevant policies, the remuneration of the Chairman of the Board of Supervisors is subject to deferred payment. The aggregate amount of remuneration of Mr. Li Xin for 2019 being deferred was RMB953,700, which has not yet been paid out. Whether the payment be ultimately released will be evaluated and determined based on the actual operation and risk exposure of the Bank in the future;
3. The above amount is calculated based on the tenure of office and the timing of actual payment of remuneration.

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LETTER FROM THE BOARD

5 THE EGM

The EGM will be held at the conference room of 3rd Floor, Tower A, China Everbright Center, No. 25 Taipingqiao Avenue, Xicheng District, Beijing, PRC on Friday, 30 October 2020 at 9:30 a.m. The EGM notice and relevant proxy form and reply slip for the EGM are dispatched to the Shareholders on Monday, 14 September 2020.

6 RECOMMENDATIONS

The Directors consider that the resolutions as stated in the notice of EGM are in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of such resolutions to be proposed at the EGM.

On Behalf of the Board

China Everbright Bank Company Limited

LI Xiaopeng

Chairman

As at the date of this circular, the Executive Directors of the Company are Mr. Liu Jin and Mr. Lu Hong; the Non-executive Directors are Mr. Li Xiaopeng, Mr. Wu Lijun, Mr. Cai Yunge, Mr. Liu Chong and Ms. Yu Chunling; and the Independent Non-executive Directors are Mr. Xu Hongcai, Mr. Feng Lun, Mr. Wang Liguo, Mr. Shao Ruiqing, Mr. Hong Yongmiao and Mr. Li Yinquan.

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NOTICE OF THE 2020 SECOND EXTRAORDINARY GENERAL MEETING

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

China Everbright Bank Company Limited

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

(Stock code: 6818)

NOTICE OF THE 2020 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the second extraordinary general meeting for 2020 ("EGM") of China Everbright Bank Company Limited (the "Company") will be held at the conference room of 3rd Floor, Tower A, China Everbright Center, No. 25 Taipingqiao Avenue, Xicheng District, Beijing, PRC on Friday, 30 October 2020 at 9:30 a.m. to consider and, if thought fit, to pass the following resolutions:

ORDINARY RESOLUTIONS

1. The Resolution on Election of Mr. Fu Wanjun as a Non-executive Director of the Eighth Session of the Board of China Everbright Bank Company Limited
2. The Resolution on Election of Mr. Yao Wei as a Non-executive Director of the Eighth Session of the Board of China Everbright Bank Company Limited
3. The Resolution on Election of Mr. Yao Zhongyou as an Executive Director of the Eighth Session of the Board of China Everbright Bank Company Limited
4. The Resolution on Election of Mr. Qu Liang as an Executive Director of the Eighth Session of the Board of China Everbright Bank Company Limited
5. The Resolution on Determination of the Remuneration of the Chairman of the Board of Supervisors of China Everbright Bank Company Limited for 2019

On Behalf of the Board

China Everbright Bank Company Limited

LI Xiaopeng

Chairman

Beijing, the PRC

14 September 2020

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NOTICE OF THE 2020 SECOND EXTRAORDINARY GENERAL MEETING

As at the date of this notice, the Executive Directors of the Company are Mr. Liu Jin and Mr. Lu Hong; the Non-executive Directors are Mr. Li Xiaopeng, Mr. Wu Lijun, Mr. Cai Yunge, Mr. Liu Chong and Ms. Yu Chunling; and the Independent Non-executive Directors are Mr. Xu Hongcai, Mr. Feng Lun, Mr. Wang Liguo, Mr. Shao Ruiqing, Mr. Hong Yongmiao and Mr. Li Yinquan.

Notes:

1. For further details on each of the proposed resolutions, please refer to the circular of the Company dispatched to Shareholders on Monday, 14 September 2020.
2. Closure of register of members and eligibility for attending the EGM
   Holders of H shares of the Company ("H Shares") are advised that the register of members will be closed from Wednesday, 30 September 2020 to Friday, 30 October 2020 (both days inclusive). Holders of H Shares whose names appear on the register of members of the Company maintained in Hong Kong on Friday, 30 October 2020 are entitled to attend the EGM.
   Holders of H Shares who wish to attend the EGM but have not registered the transfer documents are required to deposit the transfer documents together with the relevant share certificates at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Tuesday, 29 September 2020.
3. Proxy
   Shareholders entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote in their stead. A proxy need not be a Shareholder of the Company.
   The instrument appointing a proxy must be in writing under the hand of a shareholder or his attorney duly authorised in writing. If the Shareholder is a corporate body, the proxy form must be either executed under its common seal or under the hand of its director(s) or duly authorised attorney(s). If the proxy form is signed by an attorney of the Shareholder, the power of attorney authorising that attorney to sign or other authorisation documents must be notarised.
   To be valid, the proxy form together with the power of attorney or other authorisation document (if any) must be lodged at the H Share registrar of the Company by hand or by post not less than 24 hours before the time fixed for holding the EGM (i.e. not later than 9:30 a.m. on Thursday, 29 October 2020) or any adjournment thereof (as the case may be) by holders of H Shares. The H Share registrar of the Company is Computershare Hong Kong Investor Services Limited, whose address is at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong. Completion and return of the proxy form will not preclude a Shareholder from attending and voting in person at the EGM if he so wishes, but in such event the instrument appointing a proxy shall be deemed to be revoked.
4. Reply Slip
   Shareholders who intend to attend the EGM in person or by proxy should return the reply slip by hand or by fax or post to the Company's Board of Directors' Office or Computershare Hong Kong Investor Services Limited on or before Friday, 9 October 2020. The Company's Board of Directors' Office is located at Room 1015, Tower A, China Everbright Center, No. 25 Taipingqiao Avenue, Xicheng District, Beijing, PRC (Tel: [phone], Fax: [phone]). The address of Computershare Hong Kong Investor Services Limited is 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (Tel: [phone], Fax: [phone]).
5. The above resolutions will be voted by way of poll.

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NOTICE OF THE 2020 SECOND EXTRAORDINARY GENERAL MEETING

1. Other issues
   Shareholders (in person or by proxy) attending the EGM are responsible for their own expenses. Shareholders or their proxies attending the EGM shall produce their identification documents.
   Registration for admission to the EGM will take place from 9:00 a.m. to 11:30 a.m. and 1:30 p.m. to 5:00 p.m. on Friday, 23 October 2020 at the Company's Board of Directors' Office. Shareholders (in person or by proxy) attending the EGM who have not registered for admission to the EGM during the aforementioned periods in this paragraph shall register for admission at the venue of the EGM on the date of the EGM and produce their identification documents.
2. References to dates and time in this notice are to Hong Kong dates and time.

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