BANK OF CHONGQING CO., LTD. * 重 慶 銀 行 股 份 有 限 公 司

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1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement. BANK OF CHONGQING CO., LTD. * * 重 慶 銀 行 股 份 有 限 公 司 (A joint stock company incorporated in the People s Republic of China with limited liability) (Stock Code: 1963) ESTABLISHMENT OF A CONSUMER FINANCE JOINT VENTURE The Board is pleased to announce that the Bank entered into the Investment Documents with the other Promoters on August 15, 2014, jointly promoting the establishment of the Consumer Finance Joint Venture. Pursuant to the Investment Documents, the registered capital of the Consumer Finance Joint Venture is RMB300 million, and the Bank intends to subscribe for 45 million of the Consumer Finance Joint Venture at a par value of RMB1 per share by way of cash, representing 15% of the registered capital of the Consumer Finance Joint Venture upon its establishment. As Southwest Securities, being one of the Promoters, is a 30%-controlled company of Chongqing Yufu, a substantial shareholder of the Bank, Southwest Securities is therefore a connected person of the Bank. Accordingly, the Relevant Transaction constitutes a connected transaction of the Bank. As the highest of the applicable percentage ratios in respect of the Relevant Transaction exceeds 0.1% but is less than 5%, the Relevant Transaction is subject to the reporting and announcement requirements but exempt from the shareholders approval requirement under Chapter 14A of the Listing Rules. INTRODUCTION Reference is made to the Bank s announcement dated July 16, 2014 in relation to the Board s approval of the proposed establishment of a consumer finance joint venture in the PRC by the Bank together with other Promoters (including Chongqing Department Store). This announcement is made pursuant to Rule of the Listing Rules, Part XIVA of the SFO and Chapter 14A of the Listing Rules. The Board is pleased to announce that the Bank entered into the Investment Documents with the other Promoters on August 15, 2014, jointly promoting the establishment of the Consumer Finance Joint Venture

2 Pursuant to the Investment Documents, the registered capital of the Consumer Finance Joint Venture is RMB300 million, and the Bank intends to subscribe for 45 million of the Consumer Finance Joint Venture at a par value of RMB1 per share by way of cash, representing 15% of the registered capital of the Consumer Finance Joint Venture upon its establishment. INVESTMENT DOCUMENTS 1. Date August 15, Parties i. Chongqing Department Store ii. Beijing Trillion Run iii. The Bank iv. Sunshine P&C Insurance v. Zhejiang Commodity City vi. Wumei Holdings vii. Southwest Securities 3. Scope of Business In accordance with applicable PRC laws and regulations and upon the approval by the CBRC, the scope of business of the Consumer Finance Joint Venture will mainly include: (1) extension of personal consumer loans; (2) acceptance of deposits from domestic shareholders and domestic subsidiaries of shareholders; (3) making borrowings from domestic financial institutions; (4) issuance of financial bonds upon approval; (5) domestic interbank lending; (6) consultancy and agency business relating to consumer finance; - 2 -

3 (7) agency sales of insurance products relating to consumer loans; (8) fixed-income securities investment business; (9) other businesses approved by the CBRC. The specific scope of business of the Consumer Finance Joint Venture will be subject to the financial licensing registration and the business registration. 4. Registered Capital and Capital Contribution The registered capital of the Consumer Finance Joint Venture is proposed to be RMB300,000,000, and the total number of is 300,000,000 at a par value of RMB1 per share, of which the Bank will contribute RMB 45,000,000 in cash using its own funds (representing 15% of the registered capital of the Consumer Finance Joint Venture). The structure of the registered capital of the Consumer Finance Joint Venture will be as follows: Name of company Number of subscribed for Amount of contribution (RMB) Shareholding 1. Chongqing Department Store Co., Ltd. 90,000, Beijing Trillion Run Trading 60,000,000 Co., Ltd. 3. Bank of Chongqing Co., Ltd. 45,000, Sunshine Property and Casualty 30,000,000 Insurance Company Limited 5. Zhejiang China Commodity City 30,000,000 Group Co., Ltd. 6. Wumei Holdings, Inc. 30,000, Southwest Securities Co., Ltd. 15,000,000 Total: 300,000,000 90,000,000 30% 60,000,000 20% 45,000,000 15% 30,000,000 10% 30,000,000 10% 30,000,000 10% 15,000,000 5% 300,000, % The amount of registered capital of the Consumer Finance Joint Venture and the capital contributions made by each Promoter are determined by the Promoters after arm s length negotiations based on the capital need of the Consumer Finance Joint Venture

4 The Promoters shall fully pay their respective capital contributions after the execution and effectuation of the Promoters Investment Agreement, and in any event no later than within 30 days after obtaining approval by the relevant regulatory authorities in respect of the establishment of the Consumer Finance Joint Venture. 5. Period of Business Operation After the execution by each party thereto, the Investment Documents will take effect from the date of approval by the regulatory authorities in respect of the establishment of the Consumer Finance Joint Venture, and will remain in force from the effective date, at the time of establishment of the Consumer Finance Joint Venture and during the subsistence of the Consumer Finance Joint Venture. The period of business operation of the Consumer Finance Joint Venture shall subsist perpetually. 6. Conditions The Investment Documents, in particular the establishment of the Consumer Finance Joint Venture, shall take effect after the approval by the relevant government authorities of the PRC (including the CBRC). 7. The Board of Directors and the Board of Supervisors The board of directors of the Consumer Finance Joint Venture will comprise 11 directors, of which 3 will be recommended by Chongqing Department Store, 3 by Beijing Trillion Run, and 1 by each of the Bank, Sunshine P&C Insurance, Zhejiang Commodity City, Wumei Holdings and Southwest Securities, subject to the election and replacement by the shareholders general meeting. The board of directors of the Consumer Finance Joint Venture will have a chairman, who will be nominated by the largest shareholder, and elected by a simple majority of the board of directors; and a vice chairman, who will be nominated by the second largest shareholder, and elected by a simple majority of the board of directors. The board of supervisors of the Consumer Finance Joint Venture will comprise 3 supervisors. There will be a chairman of the board of supervisors, who will be jointly recommended by Sunshine P&C Insurance, Zhejiang Commodity City and Wumei Holdings, and elected by a simple majority of all the supervisors. The Bank, Chongqing Department Store and Southwest Securities will jointly recommend 1 supervisor. Beijing Trillion Run will recommend 1 employee supervisor. In addition, the Consumer Finance Joint Venture will have a president, a chief financial officer, a chief risk management officer and certain other members of the senior management, of which the chief risk management officer will be recommended by the Bank, nominated by the president, and appointed by the board of directors

5 8. Lock-up Period Each of the Promoters shall not, directly or indirectly, transfer the share of the Consumer Finance Joint Venture held by it within 5 years from the date of establishment of the Consumer Finance Joint Venture, except where the transfer is ordered by the banking regulatory authorities in accordance with the law. REASONS FOR AND BENEFITS OF THE ESTABLISHMENT OF THE CONSUMER FINANCE JOINT VENTURE The reasons for the Bank s investment in the establishment of the Consumer Finance Joint Venture are as follows: (i) to provide more comprehensive financial services to customers, expand business line and establish a diversified business structure; (ii) to facilitate the Bank s integration of offline retail channels under traditional finance operations with online e-commerce channels in the era of modern Internet finance and expedite the Bank s innovation and practices in the Internet finance business; and (iii) to facilitate the Bank s cultivation and development of the investment value of its online finance platform and achieve better returns to shareholders and investors. LISTING RULE IMPLICATIONS Each of the applicable percentage ratios set out in Rule of the Listing Rules in respect of the Relevant Transaction is less than 5%. Therefore, the Relevant Transaction does not constitute a notifiable transaction of the Bank under Chapter 14 of the Listing Rules. On the other hand, as Southwest Securities, being one of the Promoters, is a 30%-controlled company of Chongqing Yufu, Southwest Securities is therefore a connected person of the Bank. Accordingly, the Relevant Transaction constitutes a connected transaction of the Bank. As the highest of the applicable percentage ratios in respect of the Relevant Transaction exceeds 0.1% but is less than 5%, the Relevant Transaction is subject to the reporting and announcement requirements but exempt from the shareholders approval requirement under Chapter 14A of the Listing Rules. The major terms of the Relevant Transaction have been disclosed above. OPINIONS OF THE DIRECTORS The Directors (including independent non-executive Directors) consider that the terms of the Relevant Transaction are fair and reasonable, the Relevant Transaction is conducted in the ordinary course of business of the Bank on normal commercial terms, and is in the interests of the Bank and its shareholders as a whole

6 To the best of the knowledge, information and belief of the Directors after having made all reasonable enquiries, save as disclosed above, each of the other Promoters and their respective ultimate beneficial owners are independent third parties of the Bank and its connected persons. The Directors do not have any material interests in the Relevant Transaction, and therefore no Director is required to abstain from voting on the resolution of the Board in respect of the approval of the Relevant Transaction. DEFINITIONS 30%-controlled company Articles of the Consumer Finance Joint Venture Bank Beijing Trillion Run Board CBRC Chongqing Department Store Chongqing Yufu the articles of association of the Consumer Finance Joint Venture signed by the Promoters on August 15, 2014; Bank of Chongqing Co., Ltd. ( 重 慶 銀 行 股 份 有 限 公 司 ), a jointstock limited company incorporated in the PRC, whose are listed on the Main Board of the Hong Kong Stock Exchange. The principal activity of the Bank is acceptance of deposits from companies, extension of short-, mid- and long-term loans, registration of discounted bills acceptance, issuance of financial bonds, acting as issuance agency, acting as securities cashing agency, underwriting of government bonds and conducting interbank lending; Beijing Trillion Run Trading Co., Ltd. ( 北 京 秭 潤 商 貿 有 限 公 司 ), a limited liability company incorporated in the PRC, whose principal activity is the sale of textiles, clothing, daily necessities, machinery and equipment, hardware and electric products, and electronic products; the board of Directors of the Bank; China Banking Regulatory Commission ( 中 國 銀 行 業 監 督 管 理 委 員 會 ); Chongqing Department Store Co., Ltd. ( 重 慶 百 貨 大 樓 股 份 有 限 公 司 ), a joint-stock limited company incorporated in the PRC, whose are listed on the Main Board of the Shanghai Stock Exchange. The principal activity of Chongqing Department Store is general merchandise, supermarket and electric appliances etc.; Chongqing Yufu Assets Management Group Co., Ltd. ( 重 慶 富 資 產 經 管 理 有 限 公 司 ), a limited liability company incorporated in the PRC and a substantial shareholder of the Bank; - 6 -

7 connected person(s) connected transaction(s) Consumer Finance Joint Venture Director(s) Chongqing Mashang Consumer Finance Co., Ltd. ( 重 慶 馬 上 消 費 金 融 股 份 有 限 公 司 ) (proposed name, subject to registration with competent administration of industry and commerce), the consumer finance joint venture to be established in the PRC pursuant to the Investment Documents; director(s) of the Bank; Hong Kong Stock Exchange The Stock Exchange of Hong Kong Limited; Hong Kong Investment Documents Listing Rules percentage ratio PRC or China Promoters Investment Agreement Promoter Relevant Transaction RMB or Renminbi The Hong Kong Special Administrative Region of the PRC; the Promoters Investment Agreement and the Articles of the Consumer Finance Joint Venture; The Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited; the People s Republic of China, and for the purpose of this announcement only, excluding Hong Kong, Macau Special Administrative Region and Taiwan; The Promoters Investment Agreement in respect of Chongqing Mashang Consumer Finance Co., Ltd. (proposed name) ( 重 慶 馬 上 消 費 金 融 股 份 有 限 公 司 ( 暫 定 名 ) 發 人 投 資 協 議 書 ) entered into by the Promoters on August 15, 2014 for the purpose of the establishment of the Consumer Finance Joint Venture; any one of the Bank, Chongqing Department Store, Beijing Trillion Run, Sunshine P&C Insurance, Zhejiang Commodity City, Wumei Holdings and Southwest Securities; and collectively, the Promoters ; the transaction in respect of promoting the establishment of the Consumer Finance Joint Venture as contemplated under the Investment Documents; Renminbi, the lawful currency of the PRC; - 7 -

8 SFO Southwest Securities substantial shareholder Sunshine P&C Insurance Wumei Holdings Zhejiang Commodity City Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); Southwest Securities Co., Ltd. ( 西 南 證 券 股 份 有 限 公 司 ), a jointstock limited company incorporated in the PRC (a 30%-controlled company of Chongqing Yufu), whose are listed on the Main Board of the Shanghai Stock Exchange. The principal activity of Southwest Securities is stockbroker agency, investment banking, securities dealership and asset management; Sunshine Property and Casualty Insurance Company Limited. ( 陽 光 財 產 保 險 股 份 有 限 公 司 ), a joint-stock limited company incorporated in the PRC, whose principal activity includes property loss insurance, liability insurance, credit insurance and guarantee insurance, short term health insurance and unforeseen injury insurance, reinsurance for the aforementioned businesses, usage of insurance capital authorized by the laws and regulations of the PRC and other businesses authorized by CIRC; Wumei Holdings, Inc. ( 物 美 控 股 集 團 有 限 公 司 ), a limited liability company incorporated in the PRC, whose principal activity is chain retail and general merchandise; Zhejiang China Commodities City Group Co., Ltd. ( 浙 江 中 國 小 商 品 城 集 團 股 份 有 限 公 司 ), a joint-stock limited company incorporated in the PRC, whose are listed on the Main Board of the Shanghai Stock Exchange. The principal activity of Zhejiang Commodity City is market operations, sale of goods, sale of real estate, hotel services and exhibitive advertisements; % per cent. By order of the Board Bank of Chongqing Co., Ltd.* GAN Weimin Chairman Chongqing, the PRC, August 15,

9 As at the date of this announcement, the Executive Directors of the Bank are Mr. GAN Weimin, Mr. RAN Hailing, Ms. NI Yuemin and Mr. ZHAN Wanghua; the Non-Executive Directors are Mr. WONG Hon Hing, Mr. XIANG Li, Mr. QIN Wei, Mr. DENG Yong, Ms. LV Wei and Mr. YANG Jun; and the Independent Non-ExecutiveDirectors are Mr. LIHe, Mr. TO Koon Man Henry,Mr. KONG Xiangbin, Mr. WANG Pengguo and Dr. JIN Jingyu. * Bank of Chongqing Co., Ltd. is not an authorised institution within the meaning of the Banking Ordinance (Chapter 155 of 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