PING AN BANK CO., LTD. 
By S/N | Original term | Revised term |
1 | Article 3 The Bank is a limited liability company approved for establishment with PBOC document [1987] No.365 and approved for public offering with PBOC SZ Branch [87] No.93 document on the basis of restructuring 6 credit cooperatives in Shenzhen. The Bank is registered in Shenzhen Administration of Industry and Commerce with business license, and the registration number of business license is: 440301103098545. The Bank has been regulated as per Corporate Law, Law of Commercial Banks and other relevant rules, and fulfilled the procedures of re-registration as per law. | The Bank is a limited liability company approved for establishment with PBOC document [1987] No.365 and approved for public offering with PBOC SZ Branch [87] No.93 document on the basis of restructuring 6 credit cooperatives in Shenzhen. The Bank is registered in Market Supervision Administration of Shenzhen Municipality with business license, and the registration number of business license is: 440301103098545. The Bank has been regulated as per Corporate Law, Law of Commercial Banks and other relevant rules, and fulfilled the procedures of re-registration as per law. |
2 | Article 173 The Bank should follow the principle of taking care of both shareholders' reasonable investment return and the Bank's reasonable capital demand, implement positive profit distribution approach under the precondition that profit and CAR can satisfy continuous operation and long-term development. The Bank may distribute dividend in cash or stock, the Bank may distribute interim dividend in cash. For the Bank's profit in the year without cash profit distribution proposal, explanation should be made for usage of the undistributed profit. | Article 173 The Bank's profit distribution rule is as below: (I) Principle of profit distribution: The Bank should follow the principle of taking care of both shareholders' reasonable investment return and the Bank's reasonable capital demand, sufficiently take minority shareholders and independent directors opinions, make its own decision on profit distribution, implement positive profit distribution method under the precondition that profit and CAR can satisfy continuous operation and long-term development, and protect the Bank's shareholders legal rights of having investment return. The Bank's profit distribution shall not exceed total accumulated distributable profit. (II) Profit distribution plan: based on comprehensive analysis of banking industry's operation environment, shareholders requests and willingness, cost of social capital, external financing environment and regulatory policies etc, the Bank's BoD shall fully consider the |
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Bank's current and future capital, business development,
profit, development phase, investment fund needs and
liquidity etc, make profit distribution plan for every 3
years, thus to establish a continuous, steady and scientific
investment return mechanism and maintain continuity and
steadiness of profit distribution policy.
(III) Means and interval of profit distribution: the Bank
shall distribute dividend in profit years, may distribute
dividend in cash or stock or both cash and stock after the
end of each year. Where BoD thinks the Bank's stock price
does not match with the Bank's equity scale or where BoD
thinks necessary, it may propose stock dividends distribution
and then implement after being reviewed and approved at
shareholders meeting. The Bank may distribute interim profit,
including cash dividend distribution.
(IV) Conditions and proportion of cash profit distribution:
no cash dividend distribution to shareholders for the year
when the Bank's year-end CAR is lower than regulatory
requirement. Under the precondition to ensure that CAR meets
regulatory rules, the Bank may distribute cash dividend if
there is distributable profit after the profit realized in
each year is used to recover loss, set up legal accumulation
fund and general reserve. Total profit distributed in the
latest 3 years for cash dividend distribution shall be no
less than 30% of annual distributable profit the Bank
realizes in the latest 3 years.
(V) Reasons for not making cash profit distribution: If Bank
realized profit in prior financial year, but Bank's BoD did
not come up with a proposal on cash profit distribution after
the prior financial year, the relevant reasons should be
explained in details in periodical report. For the funds
which are not used for dividend but reserved in Bank for some
purposes, independent directors should give independent
opinions on this.
(VI) Conditions and procedures for profit distribution policy
adjustment: According to regulation and policies of the
sector, changes of external regulatory environment and Bank's
strategic planning, business
situation and the needs of general operation and
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long-term development, if it is really necessary to adjust
the Bank's profit distribution policies, the adjusted
policies must not break relevant laws, rules and regulations,
relevant rules of banking supervision institution and
securities supervision institution of State Department and
this AoA. The proposal related to adjustment on profit
distribution policies should fully consider the opinions from
minority shareholders, and independent directors and BoS
shall be asked for opinions in advance. And the proposal
studied carefully by BoD shall be submitted to Shareholders
Meeting for approval.
(VII) If shareholders illegally embezzle capital of the Bank,
the Bank shall deduct cash dividends to be distributed to the
shareholders so as to repay the capital embezzled by them.
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