Shengjing Bank : Circulars - Proposed Amendments to the Rules of Procedure for Shareholders' General Meeting, Proposed Amendments to the Rules of Procedure for Board Meeting, Proposed Amendments to the Articles of Association and Notice of 2019 First Extraordinary General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular, 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 Shengjing Bank Co., Ltd.*, you should at once hand this circular and the form of proxy and the reply slip to the purchaser or the transferee or to the bank, stockbroker 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.

SHENGJING BANK CO., LTD.*

盛京銀行股份有限公司*

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

(Stock Code: 02066)

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR

SHAREHOLDERS' GENERAL MEETING

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR

BOARD MEETING

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

NOTICE OF 2019 FIRST EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 1 to 32 of this circular.

A notice convening the EGM to be held at Room 604, 6/F, No. 109 Beizhan Road, Shenhe District, Shenyang, Liaoning Province, the PRC at 9:30 a.m. on Friday, 22 February 2019 set out on pages I-1 to I-3 of this circular.

Whether or not you are able to attend and/or vote at the EGM in person, you are requested to complete and return (i) the accompanying reply slip in accordance with the instructions printed thereon on or before Friday, 1 February 2019 to the H Share Registrar and (ii) the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible but in any event not less than 24 hours before the time appointed for convening the EGM or any adjournment thereof (as the case may be) to the H Share Registrar. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

8 January 2019

*Shengjing Bank Co., Ltd. is not an authorised 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 authorised to carry on banking and/or deposit-taking business in Hong Kong.

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

APPENDIX I

-

NOTICE OF 2019 FIRST EXTRAORDINARY GENERAL MEETING ...

-i-

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 Bank, as amended from time to time
"Bank"	Shengjing Bank Co., Ltd. (ସԯვБٰ΅Ϟࠢʮ̡), a joint stock
company incorporated in the PRC with limited liability, whose
H Shares are listed on the Main Board of the Hong Kong Stock
Exchange
"Board"	the board of Directors
"Director(s)"	the director(s) of the Bank
"Domestic Shares"	ordinary share(s) in the share capital of the Bank with nominal value
of RMB1.00 each, which are subscribed for or credited as paid up in
Renminbi
"EGM"	the 2019 first extraordinary general meeting of the Bank to be held at
Room 604, 6/F, No. 109 Beizhan Road, Shenhe District, Shenyang,
Liaoning Province, the PRC at 9:30 a.m. on Friday, 22 February 2019
"H Share Registrar"	Computershare Hong Kong Investor Services Limited
"H Shares"	overseas-listed foreign shares in the share capital of the Bank with
nominal value of RMB1.00 each, which are subscribed for and traded
in Hong Kong dollars and listed on the Main Board of the Hong Kong
Stock Exchange
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Listing Rules"	the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited, as amended and supplemented from time to
time
"Macau"	the Macau Special Administrative Region of the PRC

- ii -

DEFINITIONS
"PRC"	the People's Republic of China, and for the purpose of this circular
only, excluding Hong Kong, Macau and Taiwan
"RMB"	Renminbi, the lawful currency of the PRC
"Shareholder(s)"	the shareholder(s) of the Bank
"Shares"	the Domestic Shares and the H Shares

- iii -

LETTER FROM THE BOARD

SHENGJING BANK CO., LTD.*

盛京銀行股份有限公司*

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

(Stock Code: 02066)

Executive Directors: ZHANG Qiyang ZHANG Qiang WANG Yigong WU GangRegistered office:

No. 109 Beizhan Road Shenhe District Shenyang Liaoning Province PRC

Non-executive Directors: QIU Huofa

LIU Yanxue LI Jianwei LI Yuguo

Principal place of business in Hong Kong: Unit 3209, 32/F

Office Tower, Convention Plaza 1 Harbour Road

YUEN Wing Shing

Wanchai

ZHAO Weiqing

Hong Kong

Independent non-executive Directors: NI Guoju

KEUNG Chak

TAI Kwok Leung, Alexander XING Tiancai

LI Jinyi

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR

SHAREHOLDERS' GENERAL MEETING

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR

BOARD MEETING

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

NOTICE OF 2019 FIRST EXTRAORDINARY GENERAL MEETING

-1-