Guangzhou Rural Commercial Bank : 2020 AGM Circular

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of 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 Guangzhou Rural Commercial Bank Co., Ltd.*, you should at once hand this circular and the accompanying proxy form to the purchaser or the 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.

This circular is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.

Distribution of this circular into jurisdictions other than Hong Kong may be restricted by laws. Persons to whom this circular is distributed should inform themselves of and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

Neither this circular nor any copies thereof may be released into or distributed in the United States or any other jurisdiction where such release or distribution might be unlawful. The offshore preference shares and the H shares issuable upon conversion of the offshore preference shares have not been and will not be registered under the U.S. Securities Act of 1933 (the "U.S. Securities Act") or the securities laws of any state of the United States or other jurisdiction, and the offshore preference shares may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state or local securities laws. There is no intention to register any portion of any securities described herein in the United States or to conduct a public offering of securities in the United States.

Guangzhou Rural Commercial Bank Co., Ltd.*

廣 州 農 村 商 業 銀 行 股 份 有 限 公 司 *

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

(H Share Stock code: 1551)

(Preference Share Stock code: 4618)

2020 BOARD OF DIRECTORS' REPORT

2020 BOARD OF SUPERVISORS' REPORT

2020 ANNUAL REPORT

2020 ANNUAL FINANCIAL STATEMENTS

2021 FINANCIAL BUDGET

2020 PROFIT DISTRIBUTION PLAN

2020 REPORT ON SANNONG FINANCIAL SERVICES

ESTIMATED ANNUAL CAPS FOR RECURRING RELATED PARTY

TRANSACTIONS IN 2021

APPOINTMENT OF AUDITORS

GENERAL MANDATE TO ISSUE SHARES

NON-PUBLIC ISSUANCE OF DOMESTIC SHARES AND H SHARES UNDER

SPECIFIC MANDATE

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

NOTICE OF 2020 AGM

AND

NOTICE OF THE FIRST H SHAREHOLDERS CLASS MEETING OF 2021

The Letter from the Board is set out on pages 1 to 24 of this circular.

Guangzhou Rural Commercial Bank Co., Ltd.* (the "Bank") will convene the 2020 annual general meeting (the "AGM") at 13F, No.1 Huaxia Road, Pearl River New Town, Tianhe District, Guangzhou, Guangdong Province, PRC at 9:30 a.m. on Tuesday, 8 June, 2021, the first domestic shareholders class meeting of 2021 (the "Domestic Shareholders Class Meeting") at 10:00 a.m. on the same day or immediately after the conclusion of the AGM (whichever is later), and the first H shareholders class meeting of 2021 (the "H Shareholders Class Meeting", together with the Domestic Shareholders Class Meeting, collectively referred to as the "Class Meetings") at 10:15 a.m. on the same day or immediately after the conclusion of the AGM and the Domestic Shareholders Class Meeting (whichever is later). Notices of the AGM and the H Shareholders Class Meeting have been dispatched to the Shareholders on 23 April 2021.

Whether or not you are able to attend and vote at the AGM and/or the H Shareholders Class Meeting, you are requested to complete and return (i) the reply slip in accordance with the instructions printed thereon on or before Wednesday, 19 May, 2021 to the H Share Registrar; and (ii) the form of proxy in accordance with the instructions printed thereon as soon as possible but in any event not less than 24 hours before the time appointed for convening the AGM and/or the H Shareholders Class Meeting, or any adjournment thereof (as the case may be) to the H Share Registrar.

Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM and/or the H Shareholders Class Meeting or any adjournment thereof should you so wish.

• The Bank 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 and/or deposit-taking business in Hong Kong.

14 May, 2021

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii-iv
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1-24
Appendix I	Estimated Annual Caps for Recurring Related Party Transactions in 2021 . .	25-38
Appendix II	Proposed Amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . .	39-75
Appendix III	Proposed Amendments to the Rules of
	Procedures for Shareholders' General Meetings . . . . . . . . . . . . . . . . . . . . . . . .	76-85
Appendix IV	Proposed Amendments to the Rules of Procedures for Board Meetings . . . . . .	86-107
Notice of 2020 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	108-114
Notice of the First H Shareholders Class Meeting of 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . .	115-119

- i -

DEFINITIONS

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

"2020 Annual Report"	the annual report of the Bank for the year ended December 31, 2020,
	which is available for inspection on the website of the Hong Kong Stock
	Exchange (www.hkexnews.hk) and the website of the Bank (www.
	grcbank.com)
"AGM"	the 2020 annual general meeting of the Bank to be held at 13F, No.
	1 Huaxia Road, Pearl River New Town, Tianhe District, Guangzhou,
	Guangdong Province, PRC at 9:30 a.m. on Tuesday, 8 June, 2021
"Articles of Association"	the Articles of Association of the Bank (as amended from time to time)
"Bank"	Guangzhou Rural Commercial Bank Co., Ltd., a joint stock company
	incorporated in the PRC with limited liability, whose H shares are listed
	on the Main Board of the Hong Kong Stock Exchange
"Board" or "Board of	the board of Directors
Directors"
"Board of Supervisors"	the board of Supervisors
"CBIRC"	China Banking and Insurance Regulatory Commission and its local
	offices
"CBIRC Guangdong Office"	the CBIRC Guangdong Office
"Class Meetings"	the Domestic Shareholders Class Meeting and H Shareholders Class
	Meeting
"connected person(s)"	has the meaning ascribed to it in the Listing Rules
"core connected person(s)"	has the meaning ascribed to it in the Listing Rules
"CSRC"	China Securities Regulatory Commission and its local offices

- ii -

	DEFINITIONS
"Director(s)"	the director(s) of the Bank
"Domestic Shareholders Class	the first domestic shareholders class meeting of 2021 of the Bank to be
Meeting "	held at 10:00 a.m. on Tuesday, 8 June, 2021 or immediately after the
	conclusion of the AGM (whichever is later)
"Domestic Share(s)" or "Non-	ordinary shares in the issued share capital of the Bank with a nominal
overseas Listed Share(s)"	value of RMB1.00 each, which are subscribed for or credited as paid in
	full in RMB
"General Mandate"	the Board of Directors is proposed to be granted a general and
	unconditional mandate at the AGM by the Shareholders to allot, issue
	and/or dispose of new shares of up to 20% of the number of overseas
	listed foreign Shares issued by the Bank as at the date of the passing of
	the relevant resolution, at any time during the period specified in such
	resolution as set out in this circular
"H Shareholders Class	the first H shareholders class meeting of 2021 of the Bank to be held at
Meeting"	10:15 a.m. on Tuesday, 8 June, 2021 or immediately after the conclusion
	of the AGM and the Domestic Shareholders Class Meeting (whichever is
	later)
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong" or "HK"	Hong Kong Special Administrative Region of the PRC
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited
"H Share(s)"	overseas listed foreign shares in the capital of the Bank, with a nominal
	value of RMB1.00 each, which are listed on the Main Board of the Hong
	Kong Stock Exchange
"H Share Registrar"	Computershare Hong Kong Investor Services Limited, the H Share
	Registrar of the Bank
"Issuance"	the Issuance of Domestic Shares and the Issuance of H Shares
"Issuance of Domestic Shares"	the Bank's proposed non-public issuance of not more than 1.34 billion
	Domestic Shares to eligible subscribers under the Specific Mandate

- iii -

	DEFINITIONS
"Issuance of H Shares"	the Bank's proposed non-public issuance of not more than 305 million H
	Shares to eligible subscribers under the Specific Mandate
"Latest Practicable Date"	10 May, 2021, being the latest practicable date for the purpose of
	ascertaining certain information contained in this circular prior to its
	publication
"Listing Rules"	the Rules Governing the Listing of Securities on The Stock Exchange of
	Hong Kong Limited
"PRC"	the People's Republic of China, and for the purpose of this circular only,
	excluding Hong Kong, Macau Special Administrative Region and Taiwan
"PRC Company Law"	the Company Law of the People's Republic of China 《( 中華人民共和國
	公司法》)
"RMB" or "Renminbi"	Renminbi, the lawful currency of the PRC
"Share(s)"	the Non-overseas Listed Share(s) and the H Share(s)
"Shareholder(s)"	the shareholder(s) of the Bank
"Specific Mandate"	a specific mandate for the Issuance to be granted by the Shareholders at
	the AGM and the Class Meetings
"Supervisor(s)"	the supervisor(s) of the Bank
"%"	per cent

• The Bank 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 and/or deposit-taking business in Hong Kong.

- iv -