Bank of Guizhou : CIRCULAR OF THE 2020 ANNUAL GENERAL MEETING

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 Bank of Guizhou Co., Ltd.*, you should at once hand this circular, together with the form(s) of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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 securities of the Bank.

1. 1. 2020 WORK REPORT OF THE BOARD OF DIRECTORS
   2. 2020 WORK REPORT OF THE BOARD OF SUPERVISORS
2. 2020 PERFORMANCE EVALUATION REPORT ON BOARD OF DIRECTORS AND BOARD OF SUPERVISORS AND SENIOR MANAGEMENT AND THEIR MEMBERS
3. 1. 1. 2020 FINANCIAL STATEMENTS REPORT
      2. 1. 2020 PROFIT DISTRIBUTION PLAN
         2. 2021 FINANCIAL BUDGET PLAN
   2. AMENDMENTS TO THE RULES OF PROCEDURE OF THE BOARD OF

DIRECTORS OF BANK OF GUIZHOU CO., LTD.

1. 1. APPOINTMENT OF ACCOUNTING FIRMS FOR 2021
2. ELECTION OF THE THIRD SESSION OF THE BOARD OF DIRECTORS AND APPOINTMENTS OF MR. YANG MINGSHANG, MR. XU AN AND MR. CAI DONG AS EXECUTIVE DIRECTORS OF THE THIRD SESSION OF THE BOARD OF DIRECTORS; MR. CHEN JINGDE, MR. CHEN HANQING, MR. CHEN HUA, MR. WANG XIAOYONG,

MS. GONG TAOTAO, MR. WANG WENCHENG AND MR. ZHAO YONG AS NON-EXECUTIVE DIRECTORS OF THE THIRD SESSION OF THE BOARD OF DIRECTORS; MR. WANG GEFAN, MR. TANG XIN, MR. SONG KE, MR. LAW CHEUK KIN STEPHEN AND MR. JIANG SHANGJUN AS INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE THIRD SESSION OF THE BOARD OF DIRECTORS

1. ELECTION OF THE THIRD SESSION OF THE BOARD OF SUPERVISORS AND APPOINTMENTS OF MR. MA PENG, MR. CHENG YUNLONG AND MS. XU YU AS SHAREHOLDER SUPERVISORS OF THE THIRD SESSION OF THE BOARD OF SUPERVISORS; MR. SU ZHI, MR. YIN XINQUAN AND MR. CHEN HOUYI AS EXTERNAL

SUPERVISORS OF THE THIRD SESSION OF BOARD OF SUPERVISORS

1. REMUNERATION STANDARDS OF THE EXECUTIVE DIRECTORS OF THE THIRD SESSION OF THE BOARD OF DIRECTORS OF THE BANK
2. 1. REMUNERATION STANDARDS OF THE NON-EXECUTIVE DIRECTORS

OF THE THIRD SESSION OF THE BOARD OF DIRECTORS OF THE BANK

1. REMUNERATION STANDARDS OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE THIRD SESSION OF THE BOARD OF DIRECTORS OF THE BANK

1. REMUNERATION STANDARDS OF THE EMPLOYEE SUPERVISORS OF THE THIRD SESSION OF THE BOARD OF SUPERVISORS OF THE BANK

（15）REMUNERATION STANDARDS OF THE SHAREHOLDER SUPERVISORS OF THE THIRD SESSION OF THE

BOARD OF SUPERVISORS OF THE BANK

（16）REMUNERATION STANDARDS OF THE EXTERNAL SUPERVISORS OF THE THIRD SESSION OF THE BOARD

OF SUPERVISORS OF THE BANK

1. 1. PLAN ON ISSUANCE OF CAPITAL BONDS WITHOUT A FIXED TERM OF THE BANK
2. PLAN ON AUTHORIZATION OF THE SHAREHOLDERS' GENERAL MEETING OF THE BANK TO THE BOARD

OF DIRECTORS

AND

NOTICE OF THE 2020 ANNUAL GENERAL MEETING

The Letter from the Board is set out on pages 1 to 19 of this circular.

The AGM will be held at 2:30 p.m. on Wednesday, 16 June 2021 at the Conference Room 4501, Bank of Guizhou Head Office Building, No. 9 Yongchang Road, Guanshanhu District, Guiyang, Guizhou Province, the PRC. The notice of the AGM is set out on pages 72 to 77 of this circular and was despatched on 17 May 2021.

Whether or not you intend to attend and/or vote at the AGM, you are required to complete the form of proxy in accordance with the instructions printed thereon and deliver the form of proxy to the H Share Registrar of the Bank, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for the H Shareholders) or the office of the Board of the Bank at the 43rd floor, Bank of Guizhou Head Office Building, No. 9 Yongchang Road, Guanshanhu District, Guiyang, Guizhou Province, the PRC (for the Domestic Shareholders) as soon as possible and in any event not less than 24 hours before the scheduled time for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending in person or voting at the AGM or any adjournment thereof should you so wish. The form of proxy for the AGM was despatched on 17 May 2021.

This circular is prepared in both Chinese and English. In case of any discrepancies between the Chinese and English versions, the Chinese version shall prevail.

17 May 2021

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

	CONTENT
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
APPENDIX I	2020 WORK REPORT OF THE BOARD OF DIRECTORS . . . . . . . . . . .	20
APPENDIX II	2020 WORK REPORT OF THE BOARD OF SUPERVISORS . . . . . . . . .	24
APPENDIX III	2020 PERFORMANCE EVALUATION REPORT ON BOARD OF
	DIRECTORS AND BOARD OF SUPERVISORS AND SENIOR
	MANAGEMENT AND THEIR MEMBERS . . . . . . . . . . . . . . . . . . . . . . . .	29
APPENDIX IV	COMPARISON TABLE OF AMENDMENTS TO THE RULES OF
	PROCEDURE OF THE BOARD OF DIRECTORS OF BANK OF
	GUIZHOU CO., LTD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33
APPENDIX V	BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES OF THE
	THIRD SESSION OF THE BOARD OF DIRECTORS. . . . . . . . . . . . . . . .	40
APPENDIX VI	BIOGRAPHICAL DETAILS OF SUPERVISOR CANDIDATES OF THE
	THIRD SESSION OF THE BOARD OF SUPERVISORS. . . . . . . . . . . . . .	50
APPENDIX VII	PLAN ON ISSUANCE OF CAPITAL BONDS WITHOUT A FIXED
	TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	55
APPENDIX VIII	PLAN ON AUTHORIZATION OF THE SHAREHOLDERS' GENERAL
	MEETING TO THE BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . .	57
APPENDIX IX	2020 PERFORMANCE REPORT OF INDEPENDENT
	NON-EXECUTIVEDIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	61
APPENDIX X	2020 REPORT ON WORK PROGRESS OF RELATED-PARTY
	TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	65
APPENDIX XI	2019 REPORT ON IMPLEMENTATION OF RESOLUTIONS OF
	SHAREHOLDERS' GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . .	69
NOTICE OF THE 2020 ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	72

- i -

DEFINITIONS

In this circular, unless the context otherwise requires, the following terms shall have the meanings set out below:

"AGM"	The 2020 annual general meeting of the Bank to be held at 2:30 p.m.
	on Wednesday, 16 June 2021 at the Conference Room 4501, Bank of
	Guizhou Head Office Building, No. 9 Yongchang Road, Guanshanhu
	District, Guiyang, Guizhou Province, the PRC
"Articles of Association"	the articles of association of the Bank, which may be amended,
	supplemented or otherwise amended from time to time
"Bank" or "Bank of Guizhou"	Bank of Guizhou Co., Ltd. (貴州銀行股份有限公司), a joint stock
	company incorporated on 28 September 2012 in Guizhou Province,
	PRC with limited liability in accordance with PRC laws and
	regulations and, if the context requires, includes its predecessors,
	branches and sub-branches
"Board" or "Board of Directors"	the board of directors of the Bank
"Board of Supervisors"	the board of supervisors of the Bank
"China" or "PRC"	the People's Republic of China, for the purpose of this circular only,
	excludes Hong Kong, Macau Special Administrative Region of the
	PRC and Taiwan region
"CBIRC"	China Banking and Insurance Regulatory Commission (中國銀行
	保險監督管理委員會), and, if the context requires, includes its
	predecessor, China Banking Regulatory Commission (中國銀行業監
	督管理委員會)
"Director(s)"	the director(s) of the Bank
"Domestic Share(s)"	the ordinary Share(s) issued by the Bank in the PRC with a par value
	of RMB1.00 each, which are subscribed for or credited as paid up in
	RMB
"Domestic Shareholder(s)"	the holder(s) of the Domestic Shares

- ii -

	DEFINITIONS
"H Shares(s)"	the overseas listed foreign Share(s) of par value RMB1.00 each in the
	share capital of the Bank, which are listed on the Hong Kong Stock
	Exchange and traded in Hong Kong dollars
"H Shareholder(s)"	the holder(s) of the H Shares
"HK$" or "Hong Kong dollars"	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
"Latest Practicable Date"	11 May 2021, being the latest practicable date for ascertaining certain
	information included herein preceding the printing of this circular
"independent Director(s)" or	the independent director(s) referred to the Articles of Association and
"independent non-executive	the independent non-executive director(s) under the Listing Rule
Director(s)"
"Listing Rules"	the Rules Governing the Listing of Securities on The Stock Exchange
	of Hong Kong Limited
"Share(s)"	shares of the Bank, including Domestic Shares and H Shares
"RMB"	Renminbi, the lawful currency of the PRC
"Shareholder(s)"	the holder(s) of the Shares
"Supervisor(s)"	the supervisor(s) of the Bank
"%"	per cent

Certain amounts and percentage figures in this circular have been subject to rounding adjustments. Accordingly, figures shown as currency conversion or percentage equivalents may not be an arithmetic sum of such figures.

- iii -

LETTER FROM THE BOARD

Executive Directors:	Registered office in the PRC:
Mr. XU An	No. 9 Yongchang Road
	Guiyang, Guanshanhu District
Non-executive Directors:	Guizhou Province, the PRC
Ms. GONG Taotao
	Principal place of business in Hong Kong:
Independent non-executive Directors:	40/F, Dah Sing Financial Centre
Mr. TANG Xin	No. 248, Queen's Road East
Mr. WANG Gefan	Wanchai, Hong Kong
Mr. SONG Ke
Mr. LI Shoubing
Mr. LAW Cheuk Kin Stephen
Dear Sir or Madam,

1. 1. 2020 WORK REPORT OF THE BOARD OF DIRECTORS
   2. 2020 WORK REPORT OF THE BOARD OF SUPERVISORS
2. 2020 PERFORMANCE EVALUATION REPORT ON BOARD OF DIRECTORS AND BOARD OF SUPERVISORS AND SENIOR MANAGEMENT AND THEIR MEMBERS
3. 1. 1. 2020 FINANCIAL STATEMENTS REPORT
      2. 1. 2020 PROFIT DISTRIBUTION PLAN
         2. 2021 FINANCIAL BUDGET PLAN
   2. AMENDMENTS TO THE RULES OF PROCEDURE OF THE BOARD OF

DIRECTORS OF BANK OF GUIZHOU CO., LTD.

1. 1. APPOINTMENT OF ACCOUNTING FIRMS FOR 2021
2. ELECTION OF THE THIRD SESSION OF THE BOARD OF DIRECTORS AND APPOINTMENTS OF MR. YANG MINGSHANG, MR. XU AN AND MR. CAI DONG AS EXECUTIVE DIRECTORS OF THE THIRD SESSION OF THE BOARD OF DIRECTORS; MR. CHEN JINGDE, MR. CHEN HANQING, MR. CHEN HUA, MR. WANG XIAOYONG,

MS. GONG TAOTAO, MR. WANG WENCHENG AND MR. ZHAO YONG AS NON-EXECUTIVE DIRECTORS OF THE THIRD SESSION OF THE BOARD OF DIRECTORS; MR. WANG GEFAN, MR. TANG XIN, MR. SONG KE, MR. LAW CHEUK KIN STEPHEN AND MR. JIANG SHANGJUN AS INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE THIRD SESSION OF THE BOARD OF DIRECTORS

1. ELECTION OF THE THIRD SESSION OF THE BOARD OF SUPERVISORS AND APPOINTMENTS OF MR. MA PENG, MR. CHENG YUNLONG AND MS. XU YU AS SHAREHOLDER SUPERVISORS OF THE THIRD SESSION OF THE BOARD OF SUPERVISORS; MR. SU ZHI, MR. YIN XINQUAN AND MR. CHEN HOUYI AS EXTERNAL
   SUPERVISORS OF THE THIRD SESSION OF BOARD OF SUPERVISORS
2. REMUNERATION STANDARDS OF THE EXECUTIVE DIRECTORS OF THE THIRD SESSION OF THE BOARD

OF DIRECTORS OF THE BANK

1. 1. REMUNERATION STANDARDS OF THE NON-EXECUTIVE DIRECTORS OF THE THIRD SESSION OF THE BOARD OF DIRECTORS OF THE BANK
2. REMUNERATION STANDARDS OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE THIRD SESSION OF THE BOARD OF DIRECTORS OF THE BANK
3. 1. REMUNERATION STANDARDS OF THE EMPLOYEE SUPERVISORS

OF THE THIRD SESSION OF THE BOARD OF SUPERVISORS OF THE BANK

（15）REMUNERATION STANDARDS OF THE SHAREHOLDER SUPERVISORS OF THE THIRD SESSION OF THE

BOARD OF SUPERVISORS OF THE BANK

（16）REMUNERATION STANDARDS OF THE EXTERNAL SUPERVISORS OF THE THIRD SESSION OF THE BOARD

OF SUPERVISORS OF THE BANK

1. 1. PLAN ON ISSUANCE OF CAPITAL BONDS WITHOUT A FIXED TERM OF THE BANK
2. PLAN ON AUTHORIZATION OF THE SHAREHOLDERS' GENERAL MEETING OF THE BANK TO THE BOARD OF DIRECTORS
3. 
   AND

NOTICE OF THE 2020 ANNUAL GENERAL MEETING

- 1 -