Bank of Qingdao : Constitutional Documents-ARTICLES OF ASSOCIATION

Articles of Association of Bank of Qingdao Co., Ltd.

Chapter 1

General Provisions

Article 1 For the purpose of protecting the legitimate rights and interests of Bank of Qingdao Co., Ltd. (hereinafter referred to as the "Bank"), its shareholders and creditors, and of standardizing the organization and activities of the Bank, these Articles of Association of the Bank (hereinafter referred to as the "Articles") are hereby formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China, the Commercial Banking Law of the People's Republic of China (hereinafter referred to as the "Commercial Banking Law"), the Special Regulations of the State Council concerning the Offering and Listing of Shares Overseas by Joint Stock Limited Companies (hereinafter referred to as the "Special Regulations"), the Mandatory Provisions for Articles of Association of Companies Listing Abroad, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Hong Kong Listing Rules") as well as other relevant laws, administrative regulations, departmental rules and regulatory documents.

Article 2 The Bank is a joint stock limited company incorporated in accordance with the Company Law, the Commercial Banking Law and other relevant provisions.

The Bank was established by a way of promotion with the approval of the People's Bank of China on November 15, 1996 (Yin Fu [1996] No. 353) under the name of Qingdao City Cooperative Bank. The Bank changed its name to Qingdao City Commercial Bank Co., Ltd. in 1998 and then to Bank of Qingdao Co., Ltd. in 2008.

The Bank has been registered with the Administration for Industry and Commerce of Qingdao with the business license No. 26460960-2-1 on November 15, 1996. Currently, the Bank holds the business license with unified social credit code of 91370200264609602K from the Administration for Industry and Commerce of Qingdao, and obtained an independent legal person qualification.

Article 3

Registered name of the Bank

Chinese name in full:	ڡࢥვБٰ΅Ϟࠢʮ̡
Chinese name in short:	ڡࢥვБ
English name in full:	BANK OF QINGDAO CO., LTD.
English name in short:	BANK OF QINGDAO

Article 4 Domicile of the Bank: Building No. 3, No. 6 Qinling Road, Laoshan District, Qingdao, Shandong Province

Postal code: 266061

Telephone number: 0532-85709728

Facsimile number: 0532-85783866

Article 5	The registered capital of the Bank is Renminbi ("RMB") [].
Article 6	The Bank is a perpetually existing joint stock limited company.
Article 7	The legal representative of the Bank shall be the chairman of its Board of Directors.

Article 8 The shareholders of the Bank shall bear liability for the Bank to the extent of the shares subscribed by them, and the Bank shall bear liability for its debts to the extent of its total assets.

Article 9 Upon these Articles becoming effective, it shall be construed as a legally binding document governing the organization and activities of the Bank, and defines the rights and obligations between the Bank and its shareholders, and among the shareholders themselves. It shall be legally binding on the Bank, its shareholders, directors, supervisors, and members of senior management. The aforementioned can enforce their rights on matters relating to the Bank in accordance with the Articles. Pursuant to these Articles, the shareholders may initiate legal proceedings against other shareholders, the directors, supervisors, president, other senior management of the Bank and the Bank itself. The Bank may initiate legal proceedings against the shareholders, directors, supervisors, president and other senior management of the Bank.

The lawsuits referred to in the preceding paragraph shall include legal proceedings initiated in courts or the application to arbitration institutions for arbitration.

Article 10 The senior management referred to in these Articles shall mean the president, vice president, secretary to the Board of Directors, chief financial officer of the Bank and other personnel as designated by the Board of Directors. All members of senior management are generally referred to as the senior management.

Directors, senior management and other personnel whose employment is subject to relevant qualification shall obtain approval from the banking regulatory authority of the State Council as required by existing applicable laws and regulations.

Article 11 The Bank shall adhere to the basic operating principles of safety, liquidity and efficiency, while conducting independent operations, managing its own risks, assuming sole responsibility for its own profit or loss and being self-constrained.

The Bank is under the supervision and management of banking regulatory authority of the State Council in accordance with the laws. However, if the law provides that relevant operation shall be under the supervision and management of any other regulatory authorities or institution, such provisions shall prevail.

Article 12 The Bank adopts a class one legal person system. Subject to approval by the banking regulatory authority of the State Council, the Bank may set up, change or dissolve branches and subsidiary entities within and outside the People's Republic of China (the "PRC") in accordance with the laws and regulations in the PRC and relevant countries or regions. Overseas branches and subsidiary entities established by the Bank shall conduct businesses that are permitted under local laws.

Branches and subsidiary entities of the Bank shall not have the legal person qualification and shall carry out their operations in accordance with the laws within the powers delegated to them by the Bank. The Bank shall bear the civil liability of such branches and subsidiary entities. The Bank implements the financial system of unified management, unified auditing, unified transfer of capital and management at various levels.

The Bank exercises central leadership and administration over the major personnel appointment and removal, business policies, comprehensive planning, basic rules and regulations and external affairs of branches and subsidiary entities.

Article 13 The Bank may invest in other enterprises in accordance with the laws and shall assume responsibilities for any such invested enterprises to the extent of its capital contribution or subscribed shares.

Article 14 In accordance with the Constitution of the Communist Party of China, the Bank shall establish a committee for the Communist Party of China (the "Party Committee") and the grass-roots Party organization to carry out work of the Party. The organizational structure of the Party organization and its staffing shall be incorporated into the administrative organs and the establishment of the Bank. The Bank shall include expenses of the Party organization in the Bank's budget, which will be credited to the Bank's management fee.

The Party organization shall assume major responsibilities for the research, planning, implementation and monitoring work of the establishment of the Party. The Board of Directors, the Supervisory Committee and the senior management of the Bank shall support the Party organization of the Bank to perform its duties and initiate its job. The Board of Directors, the Supervisory Committee and the senior management party members shall actively support and participate in the establishment of the Party.

Chapter 2

Objectives and Scope of Business

Article 15 The business objectives of the Bank are: to operate lawfully, manage professionally, provide innovative services through advanced technology, enhance corporate governance, streamline management process, highlight the uniqueness of operation, improve customer experience and build outstanding brand image, achieve scientific and steady development, create maximum benefit for Shareholders and other stakeholders, promote the economic prosperity and social development.

Article 16 Upon approval by the relevant competent regulatory authorities of the State and registration pursuant to the laws, the business scope of the Bank includes:

• (1) receiving deposit from the public;

• (2) granting short-term, medium-term and long-term loans;

• (3) handling settlement within and outside of China;

• (4) handling bills discounting and rediscounting;

• (5) issuing financial bonds;

• (6) acting as agents in issuance and honoring and underwriting of government bonds and financial bonds;

• (7) buying and selling government bonds, central bank bills, financial bonds, enterprise bonds, medium-term notes, short-term financing bills and other bonds issued and tradable in the national inter-bank market;

• (8) engaging in inter-bank borrowing and placement;

• (9) acting as agent in foreign exchange trading;

• (10) engaging in settlement and sale of foreign exchange business;

• (11) engaging in bank card business;

• (12) providing letters of credit services and guarantee;

• (13) acting as agent in the collection and payment of monies, insurance business, funds and sale of precious metals;

• (14) providing safe deposit box services;

• (15) wealth management business;

• (16) acting as agent in bond settlement and engaging in fixed deposit business of Commercial Banks for Cash Management of the Central Treasury; and

• (17) other businesses as approved by the relevant competent authorities of the State.

Chapter 3

Shares and Registered Capital

Section 1

Issuance of shares

Article 17 The shares of the Bank shall be in the form of stocks.

Article 18 The Bank shall have ordinary shares at all times. The Bank may issue other classes of shares such as preference shares according to its needs and upon the approval from the applicable authorities of the State Council. In these Articles, preference shares refer to the other classes of shares governed separately under the Company Law as compared to the ordinary shares governed by the general provisions. Preference shareholders shall be entitled to participate in the distribution of profits and residual assets of the Bank in priority to ordinary shareholders, but their rights in respect of participating in decision making and management of the Bank (such as voting rights) are restricted.

The shares in the Bank shall be issued in a fair and impartial manner and each share of the same class shall have the same rights and is entitled to the same dividend.

Each share of the same class issued at the same time shall be on the same conditions and at the same price. All entities or individuals subscribing for the shares shall pay the same price for each share.

Article 19 All the ordinary shares issued by the Bank shall have a par value. The par value of each share shall be RMB1.00.

Article 20 The Bank may issue shares to investors both within and outside the PRC after approval from the banking regulatory authority, the securities regulatory authority of the State Council, and any other relevant regulatory authority.

For the purposes of the preceding paragraph, the term "investors outside the PRC" refers to investors who are located overseas or the Hong Kong Special Administrative Region ("Hong Kong"), the Macau Special Administrative Region of the PRC or Taiwan who subscribe for shares issued by the Bank. The term "investors within the PRC" refers to investors who are located within the PRC (excluding the aforementioned regions) who subscribe for the shares issued by the Bank.

Article 21 Shares issued by the Bank to investors within the PRC and subscribed for in RMB shall be referred to as "domestic shares". Shares issued by the Bank to investors outside the PRC and subscribed for in foreign currency shall be referred to as "foreign investment shares". Foreign investment shares listed outside the PRC shall be referred to as "overseas-listed foreign shares".

The shares listed and traded on domestic stock exchange are collectively known as "domestically-listed shares" and referred to as A shares.