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Home> Inverstor Relations> Corporate Governance> Shareholders' General Meeting
The responsibility of shareholders’

Date: 2016-09-23

The shareholders’ general meeting is the authoritative body of the Bank and has the following duties and powers in accordance with the laws:

(1) to determine the business policies and investment plans of the Bank;

(2) to elect, replace and remove directors and decide on matters concerning the remuneration of the relevant directors;

(3) to elect, replace and remove external supervisors and shareholder representative supervisors, and decide on matters concerning the remuneration of the relevant supervisors;

(4) to consider and approve the work report of the Board;

(5) to consider and approve the work report of the Board of Supervisors;

(6) to consider and approve the Bank’s proposed annual financial budget and final accounts;

(7) to consider and approve the Bank’s profit distribution plans and loss recovery plans;

(8) to approve resolutions concerning the increase or decrease of the Bank’s registered capital;

(9) to approve resolutions regarding the issuance of corporate bonds or other negotiable securities and listing plans;

(10) to decide on resolutions regarding merger, division, dissolution, liquidation or plans for the change of corporate form of the Bank;

(11) to decide on resolutions regarding plans to repurchase shares of the Bank;

(12) to consider and approve the Articles, the rules of procedures of the Shareholders General Meeting, the rules of procedures of the Board and the rules of procedures of the Board of Supervisors and relevant amendments;

(13) to consider and approve or authorize the Board to consider and approve matters regarding the establishment of important legal entities by the Bank, major corporate mergers and acquisitions, major external investments, major asset purchases, major asset disposals, major asset write-offs, as well as provision of major external guarantees and other matters;

(14) to consider and approve share incentive schemes;

(15) to consider and approve proposals submitted by shareholder(s) who individually or in aggregate hold 3% or more of the total shares of the Bank with voting rights (the Proposing Shareholders);

(16) to decide on the appointment, dismissal or non-reappointment of accounting firms;

(17) to consider and approve matters concerning the change of use of proceeds;

(18) to consider related party transactions required to be approved by the shareholders general meeting as required by the laws, administrative regulations, departmental rules, relevant requirements of the securities regulatory authorities of the place where the shares of the Bank are listed as well as the Articles;

(19) to determine the issuance of preference shares; to determine or authorize the Board to determine matters relating to preference shares issued by the Bank, including but not limited to redemption, conversion and distribution of dividends;

(20) to consider other issues that shall be decided by the shareholders’ general meeting as required by the laws, administrative regulations, departmental rules, relevant requirements of the securities regulatory authorities of the place where the shares of the Bank are listed as well as the Articles.

The aforementioned matters within the scope of duties and powers of the shareholders general meeting shall be considered and decided by the shareholders general meetings, but the shareholders general meeting may authorize the Board to make decisions provided that it is necessary, reasonable and lawful.

The shareholders of Postal Savings Bank of China Co., Ltd. (the “Bank”) may nominate a candidate for election as a director when and as necessary at the forthcoming shareholders’ general meeting (including annual shareholders’ general meetings and extraordinary shareholders’ general meetings) in accordance with the articles of association of China Postal Savings Bank of China Co., Ltd. (the “Articles of Association”).

(1)Pursuant to Article 141 of the Articles of Association, Independent directors shall be nominated by the Board, Board of  Supervisors or shareholders who individually or jointly hold 1% or more of the total number of voting shares of the Bank and elected at a shareholders’ general meeting, and shall be appointed or replaced upon approval by the banking regulatory authority of the State Council.

(2)Pursuant to paragraph 1 of Article 132 of the Articles of Association, directors (other than independent directors) shall be nominated by shareholders individually or jointly holding 3% or more of the total number of voting shares of the Bank or shall be nominated by the Board by way of proposal, and shall be elected by the shareholders’ general meeting of the Bank;

(3)Pursuant to paragraph 3 of Article 132 of the Articles of Association, before the shareholders’ general meeting is convened, the candidates for directors shall provide written undertakings stating their acceptance of the nomination, undertaking that the public disclosure of information regarding their information are true and complete and confirm that they shall perform the duties of a director conscientiously upon election;

(4)Pursuant to paragraph 4 of Article 132 of the Articles of Association, the intention to nominate a candidate as a director and a written undertaking from the nominee expressing his or her willingness to accept nomination shall be delivered to the Bank ten (10) days prior to the convening of the shareholders’ general meeting. The Board shall disclose detailed information of the candidates of directors to shareholders in time before the shareholders’ general meeting is convened to ensure that shareholders will have sufficient understanding of the candidates before voting.