Bank of Qingdao : Circulars-GRANTING OF AUTHORIZATION TO PURCHASE DIRECTORS, SUPERVISORS AND O...

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, 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 Bank of Qingdao Co., Ltd.*, you should at once hand this circular together with the 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.

This circular is for information purposes only and does not constitute an invitation or a solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it used to invite any offer to acquire, purchase or subscribe for any securities.

Bank of Qingdao Co., Ltd.*

ڡࢥვБٰ΅Ϟࠢʮ̡*

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

(H Shares Stock Code: 3866)

(Preference Shares Stock Code: 4611)

GRANTING OF AUTHORIZATION TO PURCHASE DIRECTORS, SUPERVISORS AND OFFICERS LIABILITY INSURANCE AND

PUBLIC OFFERING OF SECURITIES INSURANCE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

NOTICE OF 2018 FIRST EXTRAORDINARY GENERAL MEETING

The letter from the Board is set out on pages 3 to 6 of this circular.

The Bank will hold the 2018 First EGM at No. 6 Qinling Road, Laoshan District, Qingdao, Shandong Province, the PRC at 9:00 a.m. on Friday, 30 November 2018. The notice dated 16 October 2018 of the 2018 First EGM together with the relevant reply slip and proxy form have been sent to the Shareholders pursuant to the Hong Kong Listing Rules.

If you intend to attend and/or vote at the 2018 First EGM, you are required to (i) complete such reply slip in accordance with the instructions printed thereon and return it to the Bank's H Share Registrar (for H Shareholder(s)) or the Bank's PRC registered office and principal place of business (for Domestic Shareholder(s)) on or before Friday, 9 November 2018; and (ii) complete such proxy form in accordance with the instructions printed thereon and return it to the Bank's H Share Registrar (for H Shareholder(s)) or the Bank's PRC registered office and principal place of business (for Domestic Shareholder(s)) not less than 24 hours before the designated time for convening the related meeting or any adjournment thereof. Completion and return of the proxy form shall not affect your right to attend and vote at such meeting or any adjournment thereof in person.

* Bank of Qingdao 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 out banking and/or deposit-taking business in Hong Kong.

8 November 2018

CONTENTS
Page
DEFINITIONS ....................................................	1
LETTER FROM THE BOARD ........................................	3

I. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

II. MATTERS TO BE CONSIDERED AT THE 2018 FIRST EGM . . . . . . . . . . . . . 4

• 1. Resolution on the Granting of Authorization to Purchase Directors,

  Supervisors and Officers Liability Insurance and Public Offering

  ofSecuritiesInsurance ...................................... 4

• 2. Resolution on the Amendments to the Articles of Association

  of Bank of Qingdao Co., Ltd .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

III. RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

IV. THE2018FIRSTEGM ........................................... 5

V. METHODS OF VOTING AT THE 2018 FIRST EGM . . . . . . . . . . . . . . . . . . . . 6

VI. RECOMMENDATIONS ........................................... 6

APPENDIX IAPPENDIX IIDETAILS OF AMENDMENTS TO THE ARTICLES OF

ASSOCIATION OF BANK OF QINGDAO CO., LTD. ..... 7

DETAILS OF AMENDMENTS TO THE ARTICLES OF

ASSOCIATION OF BANK OF QINGDAO CO., LTD.

(A SHARES) ....................................... 10

NOTICE OF 2018 FIRST EXTRAORDINARY GENERAL MEETING ........ 13

DEFINITIONS

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

"2018 First EGM" or "EGM"	the 2018 first extraordinary general meeting of the Bank
to be held at No. 6 Qinling Road, Laoshan District,
Qingdao, Shandong Province, the PRC at 9:00 a.m. on
Friday, 30 November 2018
"A Share(s)"	ordinary share(s) proposed to be issued by the Bank
under the A Share Offering and subscribed for in RMB
"A Share Offering"	the Bank's proposed initial public offering of no more
than 1,000,000,000 A Shares, which will be listed on the
Shenzhen Stock Exchange
"Articles of Association"	the articles of association of the Bank
"Bank"	Bank of Qingdao Co., Ltd. (ڡࢥვБٰ΅Ϟࠢʮ̡) and
its branch organisations
"Board" or "Board of Directors"	the board of Directors of the Bank
"Director(s)"	the director(s) of the Bank
"Domestic Shareholder(s)"	holder(s) of Domestic Shares
"Domestic Shares"	ordinary shares of nominal value of RMB1.00 each
issued by the Bank in the PRC, which are subscribed for
in RMB
"Existing Effective Articles of	the existing effective Articles of Association of Bank of
Association"	Qingdao Co., Ltd.
"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 Hong
Kong Stock Exchange (Stock Code: 03866) and traded in
Hong Kong dollars
"Hong Kong"	the Hong Kong Special Administrative Region of the
PRC

DEFINITIONS
"Hong Kong dollars"	Hong Kong dollar, the lawful currency of Hong Kong
"Hong Kong Listing Rules"	the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited, as amended,
supplemented or otherwise revised from time to time
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited
"PRC"	the People's Republic of China, excluding, for the
purposes of this circular, Hong Kong, Macau Special
Administrative Region and Taiwan
"Preference Shares"	USD1,203,000,000 5.50% non-cumulative perpetual
offshore preference shares issued by the Bank
"RMB"	Renminbi, the lawful currency of the PRC
"Share(s)"	Domestic Shares and/or H Shares of the Bank
"Shareholder(s)"	holder(s) of Shares
"Supervisor(s)"	the supervisor(s) of the Bank

In case of any discrepancy between the Chinese and English versions of this circular, the Chinese version shall prevail.

LETTER FROM THE BOARD

Bank of Qingdao Co., Ltd.*

ڡࢥვБٰ΅Ϟࠢʮ̡*

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

(H Shares Stock Code: 3866)

(Preference Shares Stock Code: 4611)

Members of the Board:	Registered Address and
Executive Directors:	Address of Head Office:
GUO Shaoquan (Chairman)	Building 3, No. 6 Qinling Road
WANG Lin	Laoshan District
YANG Fengjiang	Qingdao, Shandong Province
LU Lan	PRC
Non-executive Directors:	Hong Kong Registered
ZHOU Yunjie	Office Address:
Rosario STRANO	31st Floor, Tower Two
TAN Lixia	Times Square
Marco MUSSITA	1 Matheson Street
DENG Youcheng	Causeway Bay
CHOI Chi Kin, Calvin	Hong Kong
Independent Non-executive Directors:
WONG Tin Yau, Kelvin
CHEN Hua
DAI Shuping
Simon CHEUNG
FANG Qiaoling
To the Shareholders

GRANTING OF AUTHORIZATION TO PURCHASE DIRECTORS, SUPERVISORS AND OFFICERS LIABILITY INSURANCE AND

PUBLIC OFFERING OF SECURITIES INSURANCE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

NOTICE OF 2018 FIRST EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

Reference is made to the announcement of the Bank dated 24 August 2018 in relation to the proposed amendments to the Articles of Association. The Board of Directors invite you to attend the 2018 First EGM to be held at No. 6 Qinling Road, Laoshan District, Qingdao, Shandong Province, the PRC at 9:00 a.m. on Friday, 30 November 2018. This circular aims to provide more information on matters set out in the above announcement and the notice of the 2018 First EGM.

* Bank of Qingdao 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 out banking and/or deposit-taking business in Hong Kong.