Shareholders' Meeting

As the organ of power of the Bank, the Shareholders’ Meeting involves all shareholders. The Shareholders’ Meeting is responsible for, among others, examining and approving the Bank’s annual financial budget, final account proposals, plans for profit distribution and loss make-up;electing and replacing directors; examining and approving work report of the Board of Directors; adopting resolutions on merger, division, dissolution, liquidation, change of corporate form, increase or decrease of the Bank’s registered capital, issuance of corporate bonds or other securities and public listing, repurchase of the shares and issuance of preference shares; and amending the Articles of Association of the Bank.

Procedures for Shareholders to propose a person for election as a Director

Shareholders who individually or jointly hold more than five percent (5%) of total voting shares of the Bank can nominate candidates for directors (Article 115 of the Articles of Association of the Bank), shareholders who individually or jointly hold more than one percent (1%) of total shares of the Bank may nominate candidates for independent directors (Article 122 of the Articles of Association of the Bank).  

Shareholders who satisfy the aforesaid condition should follow the methods and procedures set out below with respect to nomination of a director:

(1)candidates for directors shall be nominated by shareholders who have the right to nominate. The directors shall be elected by the shareholders’ meeting;

(2)before the convening of the shareholders’ meeting, candidates for directors shall make written commitments stating their acceptance of the nomination, undertaking that their information disclosed to the public is true and complete, and promising to faithfully perform the duties of directors if elected;

(3)written notice concerning the intention to nominate candidates for directors and the nominees’ statement for acceptance of the nomination, as well as relevant written information of the nominees, shall be sent to the Bank at least seven (7) days prior to the shareholders’ meeting. Nominators shall provide resumes and basic information of the candidates to shareholders;

(4)the period given by the Bank to relevant nominators and nominees to submit the aforesaid notices and documents (which is counted from the next day when the notice of shareholders’ meeting is issued) shall be seven (7) days at least;

(5)the shareholders’ meeting shall vote for the candidates for directors on a one by one basis;

(6)in case of contingent addition or substitution of directors, the nomination committee of the board of directors or the shareholders eligible for nomination shall propose and submit the matter to the board of directors for consideration and the relevant directors shall be elected or substituted by the shareholders’ meeting.