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The responsibility of shareholders’ general meeting of Postal Savings Bank of China Co., Ltd. (the “Bank”)

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 decide on 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 shareholders 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 annual financial budget and final accounts proposals;

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

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

(9) to make 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 of association of the Bank, 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 stock incentive plans;

(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-re-appointment 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 provisions of the articles of association of the Bank; 

(19) 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 provisions of the articles of association of the Bank.

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.