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Postal Savings Bank of China Co., Ltd.

中 國 郵 政 儲 蓄 銀 行 股 份 有 限 公 司

(A joint stock limited liability company incorporated in the People's Republic of China)

(Stock Code: 1658) PROPOSED A SHARE OFFERING Proposed A Share Offering

The Board is pleased to announce that, after the successful listing of the H Shares, in order to further optimize the Bank's corporate governance structure and develop domestic and overseas financing platforms, the Bank proposes to apply for A Share Offering. The proposal regarding the A Share Offering has been passed by the Bank at the Board meeting held on August 29, 2017 and will be submitted to the 2017 Second EGM, 2017 Second Domestic Shareholders' Class Meeting and 2017 Second H Shareholders' Class Meeting for consideration and approval, respectively. The A Share Offering shall be subject to the approval at the 2017 Second EGM, 2017 Second Domestic Shareholders' Class Meeting and 2017 Second H Shareholders' Class Meeting, as well as the approval by the CSRC and other relevant regulatory authorities.

Other Proposals relating to the Proposed A Share Offering

The Bank has passed other relevant proposals in connection with the A Share Offering at the Board meeting held on August 29, 2017, including the proposals regarding (1) authorization to deal with matters relating to the A Share Offering, (2) accumulated profit distribution plan before the A Share Offering, (3) use of proceeds from the A Share Offering, (4) amendments to the Articles of Association, (5) price stabilization plan of the A Shares within three years after the A Share Offering, (6) undertakings regarding information disclosure in the prospectus published in connection with the A Share Offering, (7) dilution of immediate returns as a result of the A Share Offering and remedial measures, (8) dividend distribution plan for the three years after the A Share Offering, (9) report on the status of use of previously raised funds, (10) amendments to the Rules of Procedures of Shareholders' General Meetings, and (11) amendments to the Rules of Procedures of Board Meetings.

The Bank has also passed the proposal regarding the amendments to the Rules of Procedures of Meetings of Board of Supervisors at the meeting of Board of Supervisors held on August 29, 2017.

Shareholders' Approval and General Information

The Bank will convene 2017 Second EGM, 2017 Second Domestic Shareholders' Class Meeting and 2017 Second H Shareholders' Class Meeting to seek approvals from the Shareholders, the Domestic Shareholders and the H Shareholders respectively on the proposed A Share Offering and other relevant proposals. A circular containing details on the proposed A Share Offering and other relevant proposals will be despatched by the Bank to the Shareholders in due course.

Shareholders and potential investors should be aware that the proposed A Share Offering is subject to approvals from the CSRC and other relevant regulatory authorities and may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the securities of the Bank. Further announcement(s) will be made to disclose any major updates and developments in respect of the A Share Offering in accordance with the Hong Kong Listing Rules and other applicable laws and regulations. This announcement is for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Bank.
  1. PROPOSED A SHARE OFFERING

    After the successful listing of the H Shares, in order to further optimize the Bank's corporate governance structure and develop domestic and overseas financing platforms, the Bank proposes to apply for A Share Offering. In accordance with the Company Law, the Securities Law, the Administrative Measures for the Initial Public Offering and Listing of Shares and Opinions of the CSRC on Further Promoting the Reformation of New Share Offering Scheme issued by the CSRC and other relevant laws, regulations and regulatory documents, the Bank formulated the plan for the A Share Offering as follows:

    1. Type of shares

      RMB ordinary shares (A Shares).

    2. Par value

      RMB1.00 per share.

    3. Stock exchange on which the shares to be listed Shanghai Stock Exchange.

    4. Offering size

      Subject to the regulatory requirements regarding the minimum issuance size of the place of listing, the number of A Shares to be issued shall not exceed 5,172,164,200 shares (namely not exceeding 6% of the total share capital after the A Share Offering), excluding any shares that may be issued under the over-allotment option. Subject to compliance with laws and regulations and regulatory requirements, the Bank may authorize the lead underwriter(s) to over allot such number of A Shares representing not more than 15% of the total amount to be underwritten at the same issue price. Upon the occurrence of any bonus issue, capitalization of capital reserve or other events prior to the A Share Offering, the offering size will be adjusted accordingly. The A Share Offering will be conducted by way of issuing new shares. The actual total offering size, over-allotment and proportion of placement will be determined according to the capital requirements of the Bank, communications between the Bank and regulatory authorities and the prevailing market conditions at the time of offering.

    5. Target subscribers

      Qualified natural persons and institutional investors (excluding those prohibited by the relevant PRC laws, administrative regulations, departmental rules, normative documents and other regulatory requirements that the Bank needs to comply with).

      If any of the aforesaid target subscribers of the A Share Offering is a related party of the Bank, the Bank will take all reasonable measures to comply with the relevant requirements of the listing rules of the places of listing.

    6. Strategic placing

      Subject to compliance with laws and regulations and regulatory requirements and based on the needs of business cooperation and scale of financing, the Bank may carry out strategic placing at the time of the A Share Offering by placing certain amount of the A Shares to investors who satisfy the requirements under applicable laws and regulations and conform to the development strategies of the Bank. The specific proportion of the placing will be determined according to the requirements of laws and regulations and subject to market conditions at the time of such placing.

    7. Method of offering

      A combination of off-line book-building and placement to qualified participants in the price consultation process and on-line applications at fixed prices or other methods of offering permitted by the regulatory authorities.

    8. Method of pricing

      Taking into full account the interests of the existing Shareholders as a whole, and the actual conditions of the capital markets and the Bank at the time of the A Share Offering, the issue price of the A Shares will be determined by making enquiries with offline investors or by direct negotiations between the lead underwriter(s) and the Bank, or by any other legally practicable methods.

    9. Method of underwriting

      The A Share Offering will be underwritten by an underwriting syndicate led by the lead underwriter(s) on a standby commitment basis.

    10. Conversion into a joint stock company with limited liability with domestic and overseas listed shares

      In accordance with the plan for the A Share Offering and taking into account the fact that the Bank has issued H Shares in the market, the Bank will be converted into a joint stock company with limited liability with domestic and overseas listed shares.

    11. Validity period of the offering plan

      The plan will be valid for 12 months from the date of approval by the extraordinary general meeting, Domestic Shareholders' class meeting and H Shareholders' class meeting.

      The aforesaid plan for the A Share Offering will be submitted to the 2017 Second EGM, 2017 Second Domestic Shareholders' Class Meeting and 2017 Second H Shareholders' Class Meeting respectively for consideration and approval, in each case, as a special resolution. The A Share Offering shall be subject to the approval at the 2017 Second EGM, 2017 Second Domestic Shareholders' Class Meeting and 2017 Second H Shareholders' Class Meeting, as well as the approval by the CSRC and other relevant regulatory authorities.

    12. OTHER PROPOSALS RELATING TO THE PROPOSED A SHARE OFFERING
    13. The Bank has passed other relevant proposals in connection with the A Share Offering at the Board meeting held on August 29, 2017, including the proposals regarding (1) authorization to deal with matters relating to the A Share Offering, (2) accumulated profit distribution plan before the A Share Offering, (3) use of proceeds from the A Share Offering, (4) amendments to the Articles of Association, (5) price stabilization plan of the A Shares within three years after the A Share Offering, (6) undertakings regarding information disclosure in the prospectus published in connection with the A Share Offering, (7) dilution of immediate returns as a result of the A Share Offering and remedial measures, (8) dividend distribution plan for the three years after the A Share Offering, (9) report on the status of use of previously raised funds,

      (10) amendments to the Rules of Procedures of Shareholders' General Meetings, and (11) amendments to the Rules of Procedures of Board Meetings.

    Postal Savings Bank of China Co. Ltd. published this content on 29 August 2017 and is solely responsible for the information contained herein.
    Distributed by Public, unedited and unaltered, on 29 August 2017 12:02:12 UTC.

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