The board of directors of Postal Savings Bank of China Co., Ltd. (the “Bank”)

The Bank shall have a Board of Directors in compliance with laws and the Board shall be accountable to the shareholders’ general meeting. The Board of Directors consists of 14 directors in total, including 2 executive directors, 7 non-executive directors, 5 independent non-executive directors.The Board shall perform the following duties and powers:

The Board shall perform the following duties and powers:

(1)to convene and report its performance at the shareholders’ general meetings;

(2) to implement resolutions adopted at the shareholders’ general meetings;

(3) to make decisions on the Bank’s development strategies, business plans and investment plans;

(4) to consider and approve capital fund management plans and risk-based capital allocation plans of the Bank;

(5) to formulate the Bank’s annual financial budgets and annual accounting; the Bank’s profit

distribution plans and loss recovery plans; proposals on the increase or reduction of the Bank’s registered capital; the Bank’s plans of issuance of bonds or other marketable securities and listing plans; plans for merger, division, dissolution, liquidation or other changes in corporate form of the Bank; plans for repurchase of the Bank’s shares; plans for material change in equity interest or financial reorganization; capital replenishment plans;

(6) to formulate the general management policies, risk management and internal control policies of the Bank and supervise the implementation of such policies; to consider and approve the internal audit rules of the Bank;

(7) to listen to the risk management report presented by the senior management and evaluate the effectiveness of risk management in the Bank in order to improve the Bank’s risk management;

(8) to formulate proposals for amendments to the Articles, rules of procedures of shareholders general meeting and rules of procedures of the Board meetings;

(9) to consider and approve the working rules of the president proposed by the president;

(10) to decide on matters, including the establishment of major legal entities of the Bank, major corporate mergers and acquisitions, major external investments, major asset acquisitions, major asset disposals, major asset write-offs, major asset mortgages and other non-commercial banking guarantees within the scope authorized by the shareholders’ general meeting;

(11) to decide on or authorize the president to decide on matters within the terms of reference of the Board, including other external investments of the Bank, asset acquisitions, asset disposals, asset write-offs, asset mortgages and other non-commercial banking guarantees and related party transactions;

(12) to appoint and dismiss the president and the secretary to the Board according to the proposals of the chairman of the Board;

(13) to appoint and dismiss the vice president and other members of senior management according to the nomination of the president;

(14) to elect the chairman and members of the Nomination and Remuneration Committee proposed by Requesting Shareholders, the chairman of the Board, and one-third or more of directors or half or more (at least two (2)) of the independent directors; to elect the chairman and members of other Board committees (excluding the chairman of Strategic Planning Committee) proposed by the Nomination and Remuneration Committee;

(15) to decide on the remuneration, performance appraisal, incentive and punishment of members of senior management;

(16) to decide on the establishment of internal departments at the head office, tier-one domestic and overseas branches, other branches and divisions directly under the head office and any overseas entities;

(17) to evaluate and improve the Bank’s corporate governance regularly;

(18) to formulate stock incentive schemes;

(19) to manage the Bank’s information disclosure;

(20) to propose the engagement, dismissal and discontinuance of engagement of accounting firm for approval by the shareholders’ general meeting;

(21) to consider and approve the proposals submitted by the Board committees;

(22) to consider and approve or to authorize the Related Party Transactions Control Committee of the Board to approve related party transactions (other than those which shall be considered and approved by the shareholders’ general meeting as required by laws), and report to the shareholders’ general meeting on the implementation status of related party transactions management systems and the particulars of related party transactions;

(23) to listen to the work reports of the president of the Bank in accordance with the relevant regulatory requirements to ensure that all directors are timely and fully informed of relevant information for the performance of their duties, and to examine the work of the senior management to monitor and ensure the effective performance of their management responsibilities;

(24) to consider execution and rectification of the regulatory suggestions from the banking regulatory authority of the State Council to the Bank;

(25) to perform other duties required by laws, administrative regulations, departmental rules and the Articles or authorized by the shareholders’ general meeting.

Composition and resume of the board of directors

Liu Jianjun, Executive Director and President

Liu Jianjun, male, obtained a master's degree in Economics from Dongbei University of Finance and Economics and holds the title of Senior Economist. Mr. Liu Jianjun began to serve as Executive Director and President of the Bank since August 2021, and has performed responsibilities on behalf of Chairman of the Bank since April 2022. He previously served as Deputy General Manager of Weifang Branch and Jinan Branch as well as the General Manager of Dezhou Branch under Shandong Branch of China Construction Bank; Deputy General Manager of Jinan Branch of China Merchants Bank, General Manager of the Retail Banking Department, General Manager of the Retail Management Department, Business Executive of the Head Office and Senior Executive Vice President of the General Office of Retail Finance, Director of the Credit Card Center of China Merchants Bank, Executive Director, Executive Vice President and Secretary of the Board of Directors of China Merchants Bank. He is now Vice President of China Post Group.

Yao Hong, Executive Director, Vice President and Chief Risk Officer

Yao Hong, female, obtained a master's degree in Management from Hunan University and holds the title of Senior Economist. Ms. Yao has served as Vice President and Executive Director of the Bank since December 2006 and August 2016 respectively. She has also served as the Bank's Chief Risk Officer since May 2023. She previously served as Deputy Director of the Savings Business Division under the Postal Savings and Remittance Bureau of the Ministry of Posts and Telecommunications, and Director of the Savings Business Division and Associate Director General of the Postal Savings and Remittance Bureau of the State Post Bureau. She concurrently serves as Deputy Chairwoman of the Payment & Clearing Association of China.

Han Wenbo, Non-executive Director

Han Wenbo, male, obtained a doctor's degree in Management from Northeast Agricultural University and holds a PRC lawyer's license and the title of Economist. Mr. Han has served as Non-executive Director of the Bank since May 2017 and has served as Board Member of China Post Group since February 2021. He previously served as Deputy Director and Assistant Ombudsman of Heilongjiang Fiscal Ombudsman Office of the MOF, Assistant Ombudsman of Beijing Fiscal Ombudsman Office of the MOF, Vice Ombudsman of Sichuan Fiscal Ombudsman Office of the MOF, Vice Ombudsman of Beijing Fiscal Ombudsman Office of the MOF, and Deputy Director (Deputy Director General level) and Director (Director General level) of the General Office of the Inspection Work Leadership Group of the MOF.

Chen Donghao, Non-executive Director  

Chen Donghao, male, holds a bachelor's degree in law from Renmin University of China. Mr. Chen has served as Non-executive Director of the Bank since July 2021. Mr. Chen served as Deputy Director of Division II, Deputy Director and Director of the General Office, Director of Division IV of the Department of Treaty and Law, Deputy Director General of the Department of Tax Policy of the Ministry of Finance, Board Member of China Post Group.

Liu Xin'an,  Non-executive Director

Liu Xin'an, male, obtained a master's degree in Economics from Renmin University of China. Mr. Liu has served as Non-executive Director of the Bank since September 2024. He previously served as Deputy Director General of the General Office, Deputy Director General of the Department of Education, Science and Culture, and Deputy Director General of the Department of Science, Technology and Education of the Ministry of Finance, Secretary of the Party Committee and President (Director General level) of China State Finance Magazine, Director General of the Department of Policy Research and Director General of the Department of Treaty and Law of the Ministry of Finance, etc. He is now Director of China Post Group Corporation Limited.

Zhang Xuanbo,  Non-executive Director

Zhang Xuanbo, male, obtained a master's degree in Management from Nankai University and holds the title of Senior Auditor. Mr. Zhang has served as Non-executive Director of the Bank since September 2024. He previously served as Director of Division II of the Trade Audit Bureau, Director of Division III and Director of Division IV of the Department of Public Finance Audit, Deputy Director General of the Development and Statistics Audit Bureau of the National Audit Office, a member of the leading Party members sub-group and Deputy Commissioner of the Changchun Regional Office, Deputy Director General (presiding over work) and Director General of the Health and Medicine Audit Bureau of the National Audit Office, etc.

Hu Yuting,  Non-executive Director

Hu Yuting, male, obtained a master's degree in Finance from the Central University of Finance and Economics and holds the titles of Senior Accountant, Certified Public Accountant and Chartered Financial Analyst. Mr. Hu has served as Non-executive Director of the Bank since September 2024. He previously served as Deputy Manager and Manager of the Taxation Management Division in the Finance Department of China Mobile Limited, Deputy General Manager of the Finance Department of China Mobile Limited, and General Manager and Non-executive Director of China Mobile Group Finance Co., Ltd. He currently serves as General Manager of the Finance Department and Securities Affairs Department and domestic information disclosure representative of China Mobile Limited.

Ding Xiangming, Non-Executive Director

Ding Xiangming, male, obtained an MBA degree from Shanghai Maritime University, and holds the title of Senior Economist. Mr. Ding has served as Non-executive Director of the Bank since October 2017. He previously served as General Manager of Investment and Development Department, Vice President, General Manager of Investment and Development Department, Vice President, Board Secretary and General Manager of Investment and Development Department of Shanghai International Port (Group) Co., Ltd. (“SIPG”). Mr. Ding currently serves as Vice President, Board Secretary and General Counsel of SIPG.

Yu Mingxiong, Non-Executive Director

Yu Mingxiong, male, obtained a bachelor's degree in Economics and a bachelor's degree in Law from Zhongnan University of Economics and holds the titles of Senior Engineer, Senior Political Work Engineer, Auditor and Certified Public Accountant (nonpracticing member). Mr. Yu has served as Non-executive Director of the Bank since September 2024. He previously served as Deputy Director of the Audit Department of China Shipbuilding Industry Corporation (CSIC), Director and General Manager of CSIC Finance Co., Ltd., Director and General Manager of China Shipbuilding Capital Limited, Non-executive Director of Everbright Securities Company Limited, Director of the Audit Department of China State Shipbuilding Corporation Limited, etc. He currently serves as Director of Asset Management Department of China State Shipbuilding Corporation Limited.

Wen Tiejun, Independent Non-executive Director

Wen Tiejun, male, obtained a doctor’s degree in Management from China Agricultural University. Mr. Wen has served as Independent Non-executive Director of the Bank since October 2019. He previously served as an assistant researcher of the Rural Development Research Center of the State Council, a researcher of the Research Center for Rural Economy of the Ministry of Agriculture, Deputy Secretary General of the China Society of Economic Reform, Dean of School of Agricultural Economics and Rural Development at Renmin University of China, and Independent Non-executive Director of Agricultural Bank of China Limited. Mr. Wen currently serves as a member of the National Committee of Experts on Food Security, a provincial and ministerial-level adviser and policy advisory expert of the Ministry of Commerce, the Ministry of Civil Affairs, the National Forestry and Grassland Administration, Beijing Municipality and Fujian Province of the PRC, etc., and external director of Xinjiang Culture & Tourism Investment Group Co., Ltd.

Chung Shui Ming Timpson, Independent Non-executive Director

Chung Shui Ming Timpson, male, obtained an honorary doctor’s degree in Social Science from the City University of Hong Kong. He is a fellow member of the Hong Kong Institute of Certified Public Accountants, and received the title of Justice of the Peace from the HKSAR Government in 1998 and was awarded the Gold Bauhinia Star by the HKSAR Government in 2000. Mr. Chung has served as Independent Non-executive Director of the Bank since October 2019. He previously served as Senior Auditing Director of Coopers & Lybrand, Chairman of the Management Board of the City University of Hong Kong, Chief Executive Officer of Shimao International Holdings Ltd., Chairman of the Hong Kong Housing Society, a member of the HKSAR Executive Council, Chief Executive Officer of HKSAR Government Land Fund Trust, and Independent Non-executive Director of Nine Dragons Paper (Holdings) Limited, Henderson Land Development Co., Ltd., China Everbright Bank Co., Ltd., China Construction Bank Corporation, Jinmao Hotel and Jinmao (China) Hotel Investments and Management Limited, Glorious Sun Enterprises Limited, China Railway Group Limited, etc. He currently serves as Independent Non-executive Director of China Unicom (Hong Kong) Limited, Miramar Hotel and Investment Company Limited, China Overseas Grand Oceans Group Ltd., Orient Overseas (International) Limited and Pro-Chancellor of City University of Hong Kong.

Pan Yingli, Independent Non-executive Director

Pan Yingli, female, obtained a doctor’s degree in World Economics from East China Normal University. Ms. Pan has served as Independent Non-executive Director of the Bank since December 2019. She previously served as associate professor, professor and tutor of doctorate candidates in East China Normal University, an invited expert of Shanghai Municipal Government on decision-making consultation,as well as an Independent Non-executive Director of China Merchants Bank Co., Ltd. Ms. Pan currently serves as Director of Research Center for Global Finance at Shanghai Jiao Tong University, professor in Finance at Antai College of Economics and Management of Shanghai Jiao Tong University, Chief Expert of the Decision-making Consultation Research Base Pan Yingli Studio of Shanghai Municipal Government and Independent Non-executive Director of Pujiang International Group Limited and Independent Director of Asia Cuanon.

Tang Zhihong, Independent Non-executive Director

Tang Zhihong, male, obtained a Bachelor of Arts degree from Jilin University and is a senior economist. Mr.Tang has served as Independent Non-executive Director of the Bank since March 2023. Mr. Tang previously served as Deputy Director of the Education Department and Deputy Director of the Audit Department of Liaoning branch of the People's Bank of China, Deputy Secretary of Party Group and Vice President, Secretary of Party Group and President of Liaoning Jinzhou branch of the People's Bank of China, Director of Jinzhou branch of the State Administration of Foreign Exchange, Vice President of Shenyang branch of China Merchants Bank Co., Ltd., Deputy Director of Shenzhen management department of China Merchants Bank Co., Ltd., President of Lanzhou branch of China Merchants Bank Co., Ltd., Secretary of the Party Committee and President of Shanghai branch of China Merchants Bank Co., Ltd., Secretary of the Party Committee and Director of the Shenzhen management department of China Merchants Bank Co., Ltd., a member of the Party Committee, Assistant President and Vice President of China Merchants Bank Co., Ltd. He currently serves as Independent Non-executive Director of Harbin Electric Company Limited and External Director of Overseas Chinese Town Holdings Company. 

Hong Xiaoyuan, Independent Non-executive Director

Hong Xiaoyuan, male, obtained a master’s degree in Economics from Peking University and a master’s degree in Science from Australian National University, and holds the title of Senior Economist. Mr. Hong has served as Independent Non-executive Director of the Bank since October 2024. He previously served as Assistant to General Manager of China Merchants Group Limited, Director of China Merchants Holdings (Hong Kong) Company Limited, General Manager of China Merchants Finance Holdings Co., Ltd., Director of China Merchants Bank Co., Ltd., Director of China Merchants Securities Co., Ltd., Chairman of China Merchants Finance Holdings Company Limited, Chairman of Bosera Asset Management Co., Limited, Director (Executive) of the Executive Committee of the China Merchants Financial Group/Platform, Chairman of China Merchants Capital Investments Co., Ltd., Chairman of China Merchants United Development Company Limited, Chairman of China Merchants Innovation Investment Management Co., Ltd., Chairman of the Board of China Merchants China Direct Investments Limited, General Manager of China Merchants Technology Holdings Co., Ltd., Deputy General Manager of China Merchants Shekou Industrial Zone Co., Ltd. etc. He now serves as Independent Director of Bank of Hangzhou Co., Ltd., Director of CNIC Corporation Limited, Executive Director of China Society of Economic Reform, and a member of Hong Kong Chief Executive’s Policy Unit Expert Group.

Board Committees' composition and responsibilities

6 special committees have been established under the Board of Directors, namely the Strategic Planning Committee, Related Party Transactions Control Committee, Audit Committee, Risk Management Committee, Nomination and Remuneration Committee and Social Responsibility and Consumer Rights Protection Committee. 

C: Chairman/Chairwoman

C*: Acting chairman

M: Member

1.Strategic Planning Committee

• reviewing and making recommendations to the Board on the Bank’s business objectives, general strategic development plan and specific strategic development plans;

• evaluating factors which may affect the Bank’s strategic development plans and their implementation, in light of domestic and foreign economic and financial conditions and market development trends, and making recommendations to the Board on adjustment to the Bank’s strategic development plans in a timely manner;

• evaluating the general development conditions relating to various financial businesses, and making recommendations to the Board on adjustment to the Bank’s strategic development plans in a timely manner;

• reviewing the Bank’s strategic capital allocation and objectives of asset and liability management, and making recommendations to the Board;

• reviewing the Bank’s business development plans and major investment and financing proposals submitted by the senior management, and making recommendations to the Board;

• reviewing plans for establishment or adjustment of the head office's internal departments, tier-one domestic and overseas branches, direct branches or other direct affiliates, or overseas affiliates, and making recommendations to the Board;

• supervising and inspecting the implementation of the Bank’s business plans and investment plans;

• reviewing proposals for the Bank’s annual financial budget and accounts submitted by the senior management, and making recommendations to the Board;

• reviewing the Bank’s plans for establishment of a legal entity and merger and acquisition proposals, and making recommendations to the Board;

• reviewing the Bank’s matters on external investment, acquisition of assets, disposal of assets, asset write-off, asset mortgages and other non-commercial banking guarantees, and making recommendations to the Board;

• evaluating the Bank’s corporate governance and making recommendations to the Board;

• other matters required by laws, administrative regulations, departmental rules and authorized by the Board.”

2.Related Party Transactions Control Committee

• managing the Bank’s related party transactions, reviewing the management system for related party transactions, supervising their implementation and making recommendations to the Board;

• verifying the Bank’s related parties, reporting to the Board and Board of Supervisors, and informing the Bank’s relevant staff in a timely manner;

• reviewing major related party transactions or related party transactions that are subject to approval by the Board or shareholders’ general meeting, and making submissions to the Board or the shareholders’ general meeting through the Board for approval;

• to the extent authorized by the Board, reviewing and approving the Bank’s related party transactions and other matters in relation to such related party transactions, and receiving the record of general related party transactions for filing;

• reviewing matters in relation to the disclosure of information on the Bank’s major related pary transactions;

• other matters required by laws, administrative regulations, departmental rules and authorized by the Board.

3.Audit Committee

• supervising our internal control, and inspecting and evaluating the compliance of our core business activities, relevant rules and major operating activities;

• reviewing our major financial and accounting policies and their implementation, supervising our financial operations and financial control, and examining our accounting policies, financial condition and financial reporting procedures;

• reviewing our basic audit management systems, rules and regulations, medium and long-term audit plans and annual work plans, and making recommendations to the Board, supervising the implementation of our basic audit management systems, rules and regulations and plans;

• reviewing, or under authorization, approving the annual budget of our internal audit department to ensure the independence of audit work, and making recommendations to the Board;

• supervising and evaluating the work of our internal audit department;

• proposing, and submitting to the Board for review, the engagement or dismissal of an accounting firm, and supervising and evaluating the work of the accounting firm to ensure the independence and effectiveness of its work;

• reviewing our annual audit report and other specific opinions issued by external auditors, our audited annual financial statements, other financial reports and other financial information to be disclosed, and reporting judgments on the truthfulness, completeness and accuracy of our audited financial statements and financial information for submission to the Board of Directors for approval;

• facilitating communications between our internal audit department and the accounting firm;

• reviewing the annual audit plans, scope of work and important audit rules of the accounting firm;

• other matters required by laws, administrative regulations, departmental rules and authorized by the Board.

4.Risk Management Committee

• examining and revising our risk management strategies, basic policies on risk management, risk appetite, comprehensive risk management framework and major procedures and systems for risk management according to our general strategic development plan, and supervising and evaluating their implementation and effectiveness, and making recommendations to the Board;

• reviewing plans for risk capital allocation, and making recommendations to the Board; developing objectives of capital adequacy ratio management to be submitted to the Board for review, and reviewing and supervising the implementation of our capital planning;

• monitoring senior management to take necessary steps to effectively identify, evaluate, monitor and control/mitigate risks; supervising the control, management and duty performance of senior management in relation to our credit, market, operational risks and other risks and making recommendations to the Board;

• listening to the risk management report submitted by senior management, regularly evaluating our risks and management, risk tolerance and taking control of the general conditions, comprehensiveness and effectiveness of our risk management and making recommendations to the Board;

• evaluating, and making recommendations for improvement of the structure, working procedures and performance of the risk management department;

• making recommendations on improving our risk management and internal control from the perspective of our Bank and overall situation;

• reviewing major risk management issues or transactions that are beyond the authority of the president and that are submitted by the president to this committee for review, and making recommendations to the Board;

• supervising our legal and compliance management; reviewing our legal and compliance policies as well as relevant basic management systems; expressing opinions thereon to be submitted to the Board for review and approval; and listening to and reviewing the implementation of our legal and compliance policies;

• other matters required by laws, administrative regulations, departmental rules and authorized by the Board.

5.Nomination and Remuneration Committee

• performing annual review on the structure, size and composition of the Board, and making recommendations to the Board;

• developing the standards and procedures for the appointment of directors, chairman and members of each Board committee and members of the senior management, and submitting to the Board for review;

• performing a preliminary review on the qualifications and requirements of candidates for directors and members of the senior management, and making recommendations to the Board;

• nominating candidates for the chairman and members of other Board committees (except for the chairman of the Strategic Planning Committee);

• developing the measures for duty performance evaluation for directors and performance assessment measures for members of the senior management, as well as compensation measures or plans for directors and members of the senior management to be submitted to the Board for review;

• organizing duty performance evaluation for directors and performance assessment for members of the senior management, and making recommendations on the compensation distribution for directors and members of the senior management to be submitted to the Board for review;

• reviewing the Bank’s major human resources and compensation policies and basic systems submitted by the senior management, and submitting the same to the Board for approval, and supervising the implementation of the relevant policies and basic management systems;

• developing training plans for members of the senior management and key backup talents to be submitted to the Board for review;

• other matters required by laws, administrative regulations, departmental rules and authorized by the Board.

6.Social Responsibility and Consumer Rights Protection Committee

• developing strategies, policies and goals for our social responsibility and consumer rights protection which are consistent with our development strategies and actual situation,and submitting them to the Board for approval before implementation;

• developing our basic management systems for social responsibility and consumer rights protection and submitting them to the Board for approval before implementation;

• supervising, inspecting and evaluating the implementation and effectiveness of our strategies, policies, goals, basic management systems, etc., for social responsibility and consumer rights protection, and making recommendations to the Board;

• reviewing our credit extend policies relating to environment and sustainable development, and making recommendations to the Board;

• listening to senior management's report regularly on the progress of consumer rights protection work; supervising and evaluating the comprehensiveness, promptness and effectiveness of our consumer rights protection work as well as duty performance of senior management; and disclosing relevant information regarding our consumer rights protection work according to regulatory requirements, as authorized by the Board;

• approving matters in relation to external donation, as authorized by the Board;

• other matters required by laws, administrative regulations, departmental rules and authorized by the Board.