According to the Articles of Association of our Bank, the General Meeting of Shareholders is the authorized entity of our Bank and has the responsibilities including but not limited as follows:
• decision on business policies and investment plans;
• election, replacement and dismissal of director, external supervisors and supervisors representing shareholders;
• decision on remuneration of directors and supervisors;
• review and approval of reports of the Board of Directors and the Board of Supervisors;
• review and approval of annual financial budgets, final accounts, profit distribution and loss appropriation plans;
• resolutions on increase or reduction of registered capital, merger, divestment, dissolution, liquidation or change of the legal form of our Bank, issuance of corporate bonds and other forms of securities and listing plans as well as share repurchase plan;
• approval of amendment to the Articles of Association, by-laws of the General Meeting of Shareholders, the Board of Directors and the Board of Supervisors.
Procedures for Shareholders to Nominate a Candidate for Director
Pursuant to the Articles of Association of the Bank, shareholders who individually or jointly hold 5% or more of the total voting shares of the Bank may nominate a candidate for director (Article 125); shareholders who individually or jointly hold 1% or more of the total voting shares of the Bank may nominate a candidate for independent director (Article 135).
Shareholders who satisfy the aforesaid conditions ("Nominating Shareholders") shall follow the procedures set out below to nominate a candidate for director:
(1) Nominating Shareholders may nominate a candidate for director by way of a proposal which attaches with the general information, resume and other written materials related thereto;
(2) A candidate for director shall, prior to the convening of the shareholders' general meeting, make written undertakings that he agrees to accept the nomination, undertakes that the information as publicly disclosed is true and complete, and warrants that he will effectively perform his duties and functions as a director after he is elected;
(3) Nominating Directors shall submit their intention of nominating a candidate for director and the written undertakings given by such candidate on his willingness to accept the nomination to the Bank 10 days prior to the convening of the shareholders' general meeting; and
(4) A candidate for director will be appointed as a director of the Bank after the proposal is approved by the shareholders' general meeting and his qualification to hold office is approved by the regulatory authority.
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