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POLL RESULTS OF THE 2023 ANNUAL GENERAL MEETING

2024-06-27 00:00:00

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 GANSU CO. LTD.* 甘肃银行股份有限公司* (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2139) POLL RESULTS OF THE 2023 ANNUAL GENERAL MEETING References are made to the notice and the circular of the annual general meeting dated June 6 2024 (the “AGM Circular”) of Bank of Gansu Co. Ltd. (the “Bank”) and the clarification announcement in relation to the circular of the annual general meeting dated June 14 2024 of the Bank. Unless the context otherwise requires all the terms and expressions used herein shall have the same meanings as those defined in the AGM Circular.The Board of the Bank hereby announces that the Bank held its 2023 annual general meeting (the “AGM”) at the conference room at 4/F of Bank of Gansu Tower No. 525-1 Donggang West Road Chengguan District Lanzhou Gansu Province the PRC on Thursday June 27 2024 and each of the resolutions proposed at the AGM was duly passed. 1. POLL RESULTS OF THE AGM The AGM was convened and held by the Board and was presided over by Mr. LIU Qing the Chairman of the Bank. Voting at the AGM was taken by poll. The convening and holding of the AGM complied with the relevant PRC laws and regulations the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and provisions of the Articles of Association of the Bank.As at the date of the AGM the Bank issued a total of 15069791330 Shares (comprising 11275991330 Domestic Shares and 3793800000 H Shares) which entitled the holdersto attend the AGM and vote for or against the resolutions proposed at the AGM (the “AGMResolutions”). Shareholders and their proxies who attended the AGM held a total of 12108133409 Shares with voting rights accounting for approximately 80.35% of the total Shares issued by the Bank.To the best of knowledge information and belief of the Board and after making all reasonable inquiries no Shareholders had material interests in the matters considered at the AGM and were required to abstain from voting at the AGM. There were no Shares of the Bank entitling the holders to attend the AGM and requiring them to abstain from voting in favour of the resolutions at the AGM according to Rule 13.40 of the Listing Rules. No Shareholders were required to abstain from voting on the resolutions at the AGM according to the Listing Rules.No Shareholders have stated their intention in the AGM Circular to vote against or abstain from voting on the AGM Resolutions. 1Computershare Hong Kong Investor Services Limited the Bank’s H Share registrar in Hong Kong served as the scrutineer at the AGM. Grandall Law Firm (Shanghai) (the Bank’s PRC legal adviser) one Supervisor and two Shareholder representatives of the Bank were also responsible for counting and calculation of votes at the AGM.All current Directors of the Bank attended the AGM.The voting results of the AGM Resolutions are as follows: Number of Votes (approximately %) ORDINARY RESOLUTIONS For Against Abstain (1) To consider and approve the resolution on 118688066092393268000 the work report of the Board of Directors 98.023421%1.976579%0.000000% for 2023 (2) To consider and approve the resolution 118688066092393268000 on the work report of the Board of 98.023421%1.976579%0.000000% Supervisors for 2023 (3) To consider and approve the resolution on 118688066092393268000 the final financial accounts and financial 98.023421%1.976579%0.000000% audit report for 2023 (4) To consider and approve the resolution on 11868806609 239326800 0 the profit distribution plan for 2023 98.023421% 1.976579% 0.000000% (5) To consider and approve the resolution on 11868806609 239326800 0 the financial budget plan for 2024 98.023421% 1.976579% 0.000000% (6) To consider and approve the resolution on 11868806609 239326800 0 the annual report for 2023 98.023421% 1.976579% 0.000000% (7) To consider and approve the resolution on 118688066092393268000 the re-appointment of ShineWing as the 98.023421%1.976579%0.000000% auditing firm (8) To consider and approve the resolution on the remuneration distribution and 11868806609 239326800 0 settlement results for Directors and 98.023421% 1.976579% 0.000000% Supervisors for 2023 (9) To consider and approve the resolution on the report of the Board of Supervisors on the evaluation of duty performance 11868806609 239326800 0 by the Board of Directors the Board of 98.023421% 1.976579% 0.000000% Supervisors the senior management and their members for 2023 (10) To consider and approve the resolution 118688066092393268000 on the work report of Independent Non- 98.023421%1.976579%0.000000% executive Directors for 2023 2Number of Votes (approximately %) ORDINARY RESOLUTIONS For Against Abstain (11) To consider and approve the resolution 118688066092393268000 on the report on related-party transactions 98.023421%1.976579%0.000000% for 2023 (12) To consider and approve the resolution on the report on the assessment of the 11868806609 239326800 0 basic information of substantial and major 98.023421% 1.976579% 0.000000% Shareholders for 2023 (13) To consider and approve the resolution on 118673056092408278000 the amendments to the Rules of Procedure 98.011025%1.988975%0.000000% for the Board of Directors (14) To consider and approve the resolution on 118688066092393268000 the amendments to the Rules of Procedure ’ 98.023421% 1.976579% 0.000000%for Shareholders General Meetings (15) To consider and approve the resolution 118688066092393268000 on the amendments to the Measures for 98.023421%1.976579%0.000000% Equity Management (16) To consider and approve the resolution on the amendments to the Plan on 11868806609 239326800 0 Author izat ion of the Shareholders’ 98.023421% 1.976579% 0.000000% General Meeting to the Board (17) To consider and approve the resolution on the proposed election of Mr. Ye Rong 118682726092398608000 as a Non-executive Director of the third 98.019011%1.980989%0.000000% session of the Board of Directors of the Bank SPECIAL RESOLUTIONS For Against Abstain (18) To consider and approve the resolution on 11866473609 241659800 0 the general mandate to issue Shares 98.004153% 1.995847% 0.000000% (19) To consider and approve the resolution 118673056092408278000 on the amendments to the Articles of 98.011025%1.988975%0.000000% Association (20) To consider and approve the resolution on 118688066092393268000 Public Issuance of Capital Replenishment 98.023421%1.976579%0.000000% Instruments As more than half of the votes were cast by the Shareholders (including their proxies) who attended the AGM in favour of each of the above Resolutions numbered 1 to 17 these resolutions were duly passed as ordinary resolutions at the AGM. 3As more than two-thirds of the votes were cast by the Shareholders (including their proxies) who attended the AGM in favour of the above Resolutions numbered 18 to 20 these resolutions were duly passed as special resolutions at the AGM.Save for the above resolutions the Bank has not received any proposed resolutions from the Shareholders holding 3% or more of the total number of Shares with voting rights of the Bank. 2. ELECTION OF NEW DIRECTOR The AGM has approved the resolution regarding the election of Mr. Ye Rong as non- executive Director of the third session of the Board of Directors of the Bank. Qualification of Mr. Ye Rong shall be subject to the approval by the Gansu Office of the National Financial Regulatory Administration (the “NFRA Gansu Office”) and his term of office shall take effect from the date of approval of his qualification. 3. APPROVAL OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION Corresponding amendments to the Articles of Association have been approved at the AGM.The amendments to some of the provisions in the Articles of Association shall take effect from the date of approval by the NFRA Gansu Office prior to which the existing Articles of Association continues to be effective.By Order of the Board Bank of Gansu Co. Ltd.* LIU Qing Chairman Lanzhou Gansu Province June 27 2024 As of the date of this announcement the Board comprises Mr. LIU Qing and Mr. WANG Xizhen as executive directors; Mr. ZHANG Junping Ms. ZHANG Tingting Mr. ZHANG Youda Mr.GUO Jirong and Ms. YANG Chunmei as non-executive directors; and Mr. DONG Ximiao Mr.WANG Tingting Mr. LIU Guanghua Mr. WANG Lei and Mr. HAU Pak Sun as independent non- executive directors.* Bank of Gansu 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/deposit-taking business in Hong Kong. 4