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 TIANJIN CO., LTD.*

˂ݵვБٰ΅Ϟࠢʮ̡ *

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

(Stock Code: 1578)

POLL RESULTS OF THE 2021 FIRST EXTRAORDINARY

GENERAL MEETING HELD ON WEDNESDAY,

FEBRUARY 24, 2021

POLL RESULTS OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING

The board of directors (the "Board") of Bank of Tianjin Co. Ltd. (the "Bank") hereby announces that the 2021 first extraordinary general meeting of the Bank (the "EGM") was held at Guoxin Building (No. 10 Youyi Road, Hexi District, Tianjin, the PRC), at 9:30 a.m. on Wednesday, February 24, 2021. Voting by way of poll was demanded as required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") on the resolution proposed at the EGM. The EGM was chaired by Mr. Sun Liguo, Chairman of the Board of the Bank.

At the EGM, the proposed resolution set out in the notice of EGM dated January 7, 2021 was voted by poll and was duly passed. Unless otherwise stated, terms used in this announcement shall have the same meanings as those defined in the circular of the Bank dated January 25, 2021.

As at the date of the EGM, the total number of issued Shares of the Bank was 6,070,551,822, including 4,305,952,759 domestic Shares and 1,764,599,063 H Shares, which entitled the Shareholders to attend and vote on the resolution proposed at the EGM. Shareholders and proxies attending the EGM represented, in aggregate, 3,692,355,748 Shares of the Bank, being approximately 60.82% of the total number of Shares of the Bank as at the date of the EGM. To our knowledge, as the number of Shares pledged by certain Shareholders of the Bank reaches or exceeds 50% of the number of Shares held by them in our Bank, such Shareholders' voting rights at the EGM shall be restricted according to the Articles of Association, and the restricted Shares amounted to 584,555,208 Shares in aggregate, of which such restricted Shareholders representing 84,282,000 Shares of the Bank in aggregate attended the EGM. As at the date of the EGM, the Relevant Shareholder of Tianjin Capital Investment held a total of 515,129,176 domestic Shares of the Bank and had material interests in the resolution proposed at the EGM. Pursuant to the Articles of Association, the Relevant Shareholder of Tianjin Capital Investment shall abstain from voting on the resolution. Certain Relevant Shareholder of Tianjin Capital Investment holding a total of 487,078,366 domestic Shares of the Bank attended the EGM and abstained from voting on the resolution. Other than this, to the best knowledge, information and belief of the Board, having made all reasonable inquiries, there was no Shareholder who had any material interests in the matters considered at the EGM and was required to abstain from voting at the EGM. Other than disclosed hereinbefore, no Shareholders of the Bank were required under the Listing Rulesto abstain from voting at the EGM and there were no Shares entitling the Shareholders to attend and abstain from voting in favor of the resolution proposed at the EGM pursuant to Rule 13.40 of the Listing Rules, and no other Shareholders are restricted to vote at the EGM. As a result, at the date of the EGM, the total number of the Shares entitled the Shareholders of the Bank to vote on the resolution proposed at the EGM was 4,970,867,438, including 3,313,261,875 domestic Shares and 1,657,605,563 H Shares. Shareholders and proxies attending the EGM represented, in aggregate, 3,120,995,382 Shares of the Bank carrying voting rights on the resolution proposed, being approximately 62.79% of the total number of Shares carrying voting rights on the resolution proposed of the Bank as at the date of the EGM. The holding of the EGM was in compliance with the requirements of the Company Law of the PRC and the Articles of Association.

POLL RESULTS OF THE EGM

The poll results in respect of the resolution proposed at the EGM are as follows:

ORDINARY RESOLUTION

Number of valid votes (%)

For

Against

Abstain

1.

  • (a) to consider, approve, confirm and ratify the execution of the asset disposal agreement and approve the asset disposal and all transactions contemplated thereunder;

  • (b) to authorise the Directors to execute all documents, exercise the powers of the Bank, do such acts and things and take all actions as they may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the asset disposal agreement and the transactions contemplated thereunder; and

  • (c) the above authorisation shall be valid within 12 months from the date of consideration and approval thereof at the EGM.

2,295,350,819 (73.5455%)

0 (0.0000%)

825,644,563 (26.4545%)

As more than 50% of the votes were cast in favor of the above-mentioned resolution, the resolution was duly passed as an ordinary resolution.

In compliance with the requirements of the Listing Rules, Computershare Hong Kong Investor Services Limited, the Bank's H Share Registrar, acted as scrutineer for the vote-taking at the EGM. The progress of EGM was witnessed by GRANDALL LAW FIRM (TIANJIN), who presented a legal opinion concluding that the convening and the procedures for holding of the EGM, the eligibility of the Shareholders who attended the EGM and the persons who convened the EGM, and the voting procedures of the EGM were in compliance with the relevant laws, regulations, rules and the Articles of Association. The voting results are lawful and valid.

By Order of the Board Bank of Tianjin Co., Ltd.*

SUN Liguo Chairman

Tianjin, China

February 24, 2021

As at the date of this announcement, the board of directors of the Bank comprises Mr. SUN Liguo and Mr. WU Hongtao, as executive directors; Ms. SUN Jingyu, Ms. DONG Guangpei, Mr. Alistair Marshall BULLOCH, Mr. ZHAO Wei, Mr. WANG Shunlong and Ms. LI Jun as non-executive directors; Mr. FENG Heping, Mr. LAW Yee Kwan, Quinn, Mr. JIN Qingjun, Mr. HUA Yaogang and Mr. HE Jia as independent non-executive directors.

*Bank of Tianjin 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/deposit-taking business in Hong Kong.

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Bank of Tianjin Co. Ltd. published this content on 24 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 February 2021 11:39:01 UTC.