Shandong International Trust : PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR AND NOTICE OF 2021 FIRST 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 a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Shandong International Trust Co., Ltd., you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank or licensed securities dealer 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.

Shandong International Trust Co., Ltd.

ʆ؇޲਷ყڦৄٰ΅Ϟࠢʮ̡

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

(Stock Code: 1697)

PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR

AND

NOTICE OF 2021 FIRST EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at Room 1204, Lucion Building, No. 166 Jiefang Road, Lixia District, Jinan, the PRC on Tuesday, 30 March 2021 at 9:00 a.m. is set out on pages 5 to 7 of this circular, and the proxy form for use is enclosed herewith and also published on both the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.sitic.com.cn). If you intend to appoint a proxy to attend the EGM, you are requested to complete, sign and return the enclosed proxy form in accordance with the instructions printed thereon no less than 24 hours before the time appointed for holding the EGM or any adjournment thereof. Completion, signing and return of the proxy form will not preclude you from attending and voting in person at the EGM.

15 March 2021

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

I.	Introduction .............................................................	1
II.	Proposed Appointment of Executive Director ..................................	2
III.	EGM ....................................................................	3
IV.	Listing Rules Requirements .................................................	3
V.	Recommendation .........................................................	4
VI.	Responsibility Statement ...................................................	4
5

NOTICE OF EGM ............................................................

DEFINITIONS

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

"Articles of Association"	the articles of association of the Company, as amended, modified or
otherwise supplemented from time to time
"Board"	the board of Directors
"Company"	Shandong International Trust Co., Ltd. (ʆ؇޲਷ყڦৄٰ΅Ϟࠢʮ
̡), a joint stock company established in the PRC with limited liability,
whose H Shares are listed on the Hong Kong Stock Exchange (Stock
Code: 1697)
"Director(s)"	the director(s) of the Company
"Domestic Share(s)"	ordinary share(s) issued by the Company with a nominal value of
RMB1.00 each, which is/are subscribed for or credited as paid up in
Renminbi
"EGM"	the 2021 first extraordinary general meeting of the Company to be held
at Room 1204, Lucion Building, No. 166 Jiefang Road, Lixia District,
Jinan, the PRC on Tuesday, 30 March 2021, at 9:00 a.m. and any
adjournment thereof (as the case may be)
"H Share(s)"	ordinary share(s) of the Company with a nominal value of RMB1.00
each, traded in Hong Kong dollars and listed on the Hong Kong Stock
Exchange
"Hong Kong Dollars"	Hong Kong Dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Hong Kong Stock	The Stock Exchange of Hong Kong Limited
Exchange"
"Latest Practicable Date"	9 March 2021, being the latest practicable date prior to the printing of
this circular for the purpose of ascertaining certain information contained
herein

DEFINITIONS
"Listing Rules"	the Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited
"PRC" or "China"	the People's Republic of China but excluding, for the purposes of this
circular only, Hong Kong, the Macau Special Administrative Region of
the PRC and Taiwan
"RMB" or "Renminbi"	Renminbi, the lawful currency of the PRC
"Shandong Office of CBIRC"	Shandong Office of the China Banking and Insurance Regulatory
Commission (ʕ਷ვБڭᎈ္ຖ၍ଣ։ࡰึ)
"Share(s)"	the share(s) in the share capital of the Company with a nominal value of
RMB1.00 each
"Shareholder(s)"	the holder(s) of the Share(s)
"Supervisor(s)"	the supervisor(s) of the Company

Shandong International Trust Co., Ltd.

ʆ؇޲਷ყڦৄٰ΅Ϟࠢʮ̡

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

(Stock Code: 1697)

Executive Directors:

Mr. Wan Zhong (Chairperson)

Mr. Yue Zengguang (General Manager)

Non-executive Directors:

Mr. Xiao Hua (Vice-chairperson) Mr. Jin Tongshui

Ms. Wang Bailing

Independent Non-executive Directors: Mr. Yen Huai-chiang

Mr. Ding Huiping

Ms. Meng Rujing

To the ShareholdersDear Sir or Madam,

Registered office: No. 166 Jiefang Road Lixia District, Jinan Shandong Province, PRC

Principal place of business in Hong Kong: 31/F, Tower Two, Times Square

1 Matheson Street

Causeway Bay, Hong Kong

15 March 2021

PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR

AND

NOTICE OF 2021 FIRST EXTRAORDINARY GENERAL MEETING

I.

INTRODUCTION

The purpose of this circular is to provide you with information regarding the proposed resolution at the EGM in relation to the details of the proposed appointment of executive Director, in order to enable you to make an informed decision on whether to vote for or against of the resolution at the

EGM.

II. PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR

Reference is made to the announcement of the Company dated 3 February 2021 in relation to, among other things, the proposal of the Board to appoint Mr. Fang Hao ("Mr. Fang") as an executive Director. Such appointment is subject to the approval of the Shareholders at the EGM and the approval by the Shandong Office of CBIRC. The Board has also considered and approved the appointment of Mr. Fang as the general manager of the Company, and the appointment of Mr. Fang as the general manager of the Company is subject to the approval of his qualification by the Shandong Office of CBIRC.

The term of office of Mr. Fang as an executive Director shall commence from the date of approval of his appointment by the Shareholders and approval of his qualification by the Shandong Office of CBIRC until the expiry of the second session of the Board, and the term of appointment of Mr. Fang as the general manager of the Company shall be three years commencing from the date of approval of his qualification by the Shandong Office of CBIRC. Mr. Fang will enter into a service contract with the Company, and he will receive remuneration from the Company for his position as the general manager of the Company but will not receive additional remuneration for his position as an executive Director. The remuneration of Mr. Fang is composed of two parts, being the basic salary of RMB900,000 per annum and performance-based and tenure incentive remuneration to be determined with reference to his duties and responsibilities and the Company's business performance. The Company will disclose the remuneration of the Directors in its annual report.

The biographical details of Mr. Fang are set out as follows:

Mr. Fang Hao (˙㒊), aged 46, has over 20 years of experience in trust industry. From July 1997 to June 2007, Mr. Fang held various positions at Jiangxi International Trust Co., Ltd. (ϪГ਷ყڦৄ ٰ΅Ϟࠢʮ̡), including the senior manager of the investment banking department and the head of the risk management department. From December 2009 to July 2010, Mr. Fang served as the general manager of the risk management department at National Trust Co., Ltd. (਷͏ڦৄϞࠢʮ ̡). From July 2010 to September 2010, he as a representative of The Bank of East Asia, Limited, being a shareholder of Founder BEA Trust Co., Ltd. (˙͍؇ԭڦৄϞࠢப΂ʮ̡) (currently known as Guotong Trust Co., Ltd. (਷ஷڦৄϞࠢப΂ʮ̡)), participated in its re-registration and other preparatory work. In September 2010, he joined Founder BEA Trust Co., Ltd. (˙͍؇ԭڦ ৄϞࠢப΂ʮ̡) and served as the chief risk officer from May 2011 to March 2018. From March 2018 to November 2020, Mr. Fang served as an executive vice president of Changan International Trust Co., Ltd. (ڗτ਷ყڦৄٰ΅Ϟࠢʮ̡), during which he had also served as the company's acting president. Mr. Fang graduated from Jiangxi University of Finance and Economics (ϪГৌ຾ ɽኪ) with a bachelor's degree in international finance in July 1997, and obtained a master's degree in economics from Jiangxi University of Finance and Economics (ϪГৌ຾ɽኪ) in June 2006. In July 2010, he obtained a PhD degree in economics from Renmin University of China (ʕ਷ɛ͏ɽ ኪ).

As at the Latest Practicable Date, Mr. Fang does not hold any positions in the Company. Save as disclosed above, Mr. Fang confirms that (i) he has not held any other directorships in other listed companies in last three years; (ii) he has no relationship with any other Directors, Supervisors, senior management, substantial Shareholders or controlling Shareholders of the Company; and (iii) he does not have any equity interests 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). Save as disclosed above, there is no other information relating to the appointment of Mr. Fang that needs to be disclosed pursuant to the requirements of Rules 13.51(2) (h) to (v) of the Listing Rules, and there is no other matter that needs to be brought to the attention of the Shareholders.

• III. EGM

  The EGM will be held at Room 1204, Lucion Building, No. 166 Jiefang Road, Lixia District, Jinan, the PRC on Tuesday, 30 March 2021 at 9:00 a.m.. A notice convening the EGM is set out on pages 5 to 7 of this circular.

  The holders of H Shares and Domestic Shares whose names appear on the registers of the members of the Company on Tuesday, 30 March 2021 are entitled to attend and vote at the EGM. The registers of members of the Company will be closed from Thursday, 25 March 2021 to Tuesday, 30 March 2021 (both days inclusive), during which no transfer of Shares can be registered. All transfer documents together with the relevant share certificates must be lodged for registration with the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (for holders of H Shares) or the Company's registered office at No. 166 Jiefang Road, Lixia District, Jinan, Shandong Province, the PRC (for holders of Domestic Shares) not later than 4:30 p.m. on Wednesday, 24 March 2021.

  A proxy form for use at the EGM is enclosed herewith and also published on both the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.sitic.com.cn). If you intend to appoint a proxy to attend the EGM, you are requested to complete, sign and return the enclosed proxy form in accordance with the instructions printed thereon no less than 24 hours before the time appointed for holding the EGM or any adjournment thereof. Completion, signing and return of the proxy form will not preclude you from attending and voting in person at the EGM.

• IV. LISTING RULES REQUIREMENTS

  According to Rule 13.39(4) of the Listing Rules, apart from certain exceptions, any vote of Shareholders at a general meeting must be taken by poll. All resolutions at the EGM will be voted by way of poll. The Chairperson of the EGM shall therefore demand voting on the resolutions set out in the notice of the EGM be taken by way of poll pursuant to Article 88 of the Articles of Association. An announcement on the poll results will be published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.sitic.com.cn), respectively by the Company after the conclusion of the EGM in the manner prescribed under the Listing Rules.

• V. RECOMMENDATION

  The Board believes that the proposed appointment of Mr. Fang Hao as an executive Director mentioned above is in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that all Shareholders vote in favour of the relevant resolution to be proposed at the EGM as set out in the notice of the EGM.

• VI. RESPONSIBILITY STATEMENT

  This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully

By order of the Board Shandong International Trust Co., Ltd.

WAN Zhong

Chairperson

Shandong International Trust Co., Ltd.

ʆ؇޲਷ყڦৄٰ΅Ϟࠢʮ̡

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

(Stock Code: 1697)

NOTICE OF 2021 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the first extraordinary general meeting of Shandong International Trust Co., Ltd. (the "Company") will be held at 9:00 a.m. on Tuesday, 30 March 2021 at Room 1204,

Lucion Building, No. 166 Jiefang Road, Lixia District, Jinan, the PRC to consider and, if thought fit, to pass the following resolution. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 15 March 2021 (the "Circular").

ORDINARY RESOLUTION

To consider and approve the appointment of Mr. Fang Hao as an executive Director of the Company.

Yours faithfully,

By order of the Board

Shandong International Trust Co., Ltd.

WAN Zhong

Chairperson

Jinan, the People's Republic of China

15 March 2021

Notes:

• 1. The holders of H Shares and Domestic Shares whose names appear on the registers of the members of the Company on 30 March 2021 (Tuesday) are entitled to attend and vote at the EGM. The register of members of the Company will be closed from 25 March 2021 (Thursday) to 30 March 2021 (Tuesday), both days inclusive, during which no transfer of Shares can be registered. All transfer documents together with the relevant share certificates must be lodged for registration with the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (for holders of H Shares) or the Company's registered office at No. 166 Jiefang Road, Lixia District, Jinan, Shandong Province, the PRC (for holders of Domestic Shares) not later than 4:30 p.m. on 24 March 2021 (Wednesday).

• 2. Any Shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote at the meeting on his/her behalf. A proxy needs not be a Shareholder.

• 3. A proxy shall be appointed by an instrument in writing (including the proxy form). Such instrument shall be signed by the appointor or his/her attorney duly authorised in writing. If the appointor is a legal person, then the instrument shall be signed under a legal person's seal or signed by its director or an attorney duly authorised in writing. The instrument appointing the proxy shall be deposited at the Company's H share registrar for holders of H Shares or at the address of the registered PRC office of the Company for holders of domestic shares not less than 24 hours before the time appointed for holding the EGM or any adjourned meeting. If the instrument appointing the proxy is signed by a person authorised by the appointor, the power of attorney or other document of authority under which the instrument is signed shall be notarised. The notarised power of attorney or other document of authority shall be deposited together and at the same time with the instrument appointing the proxy at the Company's H share registrar or the address of the registered PRC office of the Company (as may be applicable).

• 4. Shareholders or their proxies are required to produce their identification documents when attending the EGM.

5. Miscellaneous

• i. It is expected that the EGM will last for half a day. All attending Shareholders shall arrange for their transportation and accommodation and shall bear all their own expenses in connection with their attendance.

• ii. Details on the abovementioned resolutions to be considered and approved at the EGM are set out in the circular of the Company in respect of the EGM dated 15 March 2021.

• iii. 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]

• iv. The address of the registered office and principal place of business of the Company is:

  No. 166 Jiefang Road

  Lixia District, Jinan Shandong Province, PRC Tel: [phone] Fax: [phone]

As at the date of this notice, the Board comprises Mr. Wan Zhong and Mr. Yue Zengguang as executive Directors; Mr. Xiao Hua, Mr. Jin Tongshui and Ms. Wang Bailing as non-executive Directors; Mr. Yen Huai-chiang, Mr. Ding Huiping and Ms. Meng Rujing as independent non-executive Directors.