The shareholders’ meeting is the organ of power of the Company. The shareholders’ meeting exercises functions and powers within the scope prescribed by laws, administrative regulations, rules, regulatory provisions and the Articles to elect, replace and remove the relevant directors, decide on matters related to the emoluments of directors, consider and approve the annual financial budget and final account statement, the profit distribution plan and loss recovery plan of the Company, amend the Articles, the procedural rules of the shareholders’ meeting and the meetings of the board of directors, and decide the engagement or dismissal of accounting firms for conducting regular statutory audits work for the Company’s financial reports, etc.

Procedures for Shareholders to Nominate Director Candidates

According to the Articles, the nomination and remuneration committee of the board of directors or shareholders individually or jointly holding 3% or more of the total number of the shares of the Company with voting rights can nominate candidates for directors (other than independent directors) to the board of directors, attached with written materials including their basic information and biographies. Independent directors shall be nominated by the nomination and remuneration committee of the board of directors or shareholders individually or jointly holding 1% or more of the shares with voting rights of the Company.

(1) Shareholders shall nominate candidates for directors in strict compliance with the conditions and procedures required by laws, regulations and the Articles;

(2) The nomination and remuneration committee of the board of directors shall conduct preliminary verification on the qualifications and conditions of the candidates for directors, and propose the qualified candidates to the board of directors for consideration; the board of directors shall propose the candidates for directors to the shareholders’ meeting by way of written proposal after they are considered and approved by the board of directors;

(3) A candidate of director shall, prior to the convening of the shareholders’ meeting, give a written undertaking letter that he/she agrees to accept the nomination and that the personal information as publicly disclosed is true and complete, and warrants that he/she will duly perform his/her obligations as a director after he/she is elected; a written notice of the intention to nominate a candidate of director and the candidate’s willingness to be elected and the written materials of the candidate’s basic information shall be delivered to the board of directors no later than 10 days prior to the convening of the shareholder’s meeting;

(4) The board of directors shall disclose the detailed information on the candidates of directors to shareholders at least 7 days before the convening of the shareholder’s meeting, to ensure shareholders to obtain adequate knowledge about the candidates when casting their votes;

(5) The board of directors shall give at least 7 days for relevant nominators and candidates of directors for submission of the written notice and materials set forth as above (such period shall be calculated commencing from the day following the date of issuance of the notice of the shareholders’ meeting);

(6) The shareholders’ meeting shall review and vote on the election of the candidates one by one;

(7) If the proposal of the election of a director was passed by the shareholders’ meeting, the appointment of a new director shall take effect when the following conditions are satisfied: 1. the resolution effecting such appointment is passed at the shareholders’ meeting; 2. the qualification of the relevant director is approved by the banking regulatory authority of the State Council.