POSTAL SAVINGS BANK of CHINA : Proposed A Share Offering and Other Related Matters; Proposed Amendments to th... 2017-09-12

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Postal Savings Bank of China Co., Ltd., you should at once hand this circular and the accompanying form of proxy and reply slip, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Bank.

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 AND OTHER RELATED MATTERS PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION PROPOSED ADJUSTMENTS TO MATTERS RELATING TO REMUNERATION PAYMENT OF DIRECTORS AND SUPERVISORS NOTICE OF THE 2017 SECOND EXTRAORDINARY GENERAL MEETING AND NOTICE OF THE 2017 SECOND H SHAREHOLDERS' CLASS MEETING

Postal Savings Bank of China Co., Ltd. will convene the 2017 Second EGM, the 2017 Second Domestic Shareholders' Class Meeting and the 2017 Second H Shareholders' Class Meeting in turn from 9:00 a.m. on October 27, 2017 (Friday) at Xi'an Ballroom I, 5/F, InterContinental Beijing Financial Street (No. 11 Financial Street, Xicheng District, Beijing, the PRC). The notices of the 2017 Second EGM and the 2017 Second H Shareholders' Class Meeting are set out on pages 17 to 22 of this circular.

Whether or not you are able to attend the 2017 Second EGM and/or the 2017 Second H Shareholders' Class Meeting, you are advised to read the notice of the 2017 Second EGM and/or the 2017 Second H Shareholders' Class Meeting and to complete and return the enclosed proxy form in accordance with the instructions printed thereon as soon as possible. If you intend to appoint a proxy to attend the 2017 Second EGM and/or the 2017 Second H Shareholders' Class Meeting, you are required to complete the enclosed proxy form in accordance with the instructions printed thereon. The proxy forms should be returned to Computershare Hong Kong Investor Services Limited (17M Floor, Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong) for H Shareholders, or to the Bank's Registered Office (No. 3 Financial Street, Xicheng District, Beijing, PRC) for Domestic Shareholders, in any event served by hand or by post not less than 24 hours before the time designated for holding the 2017 Second EGM and the 2017 Second H Shareholders' Class Meeting or any adjournment thereof (i.e. before 9:00 a.m. on Thursday, October 26, 2017). Completion and return of the proxy forms will not preclude you from attending and voting in person at the 2017 Second EGM and/or the 2017 Second H Shareholders' Class Meeting or any adjournment thereof.

If you intend to attend the 2017 Second EGM and/or the 2017 Second H Shareholders' Class Meeting in person or by proxy, you are required to complete and return the enclosed reply slips to Computershare Hong Kong Investor Services Limited (for H Shareholders) or the Bank's Registered Office (for Domestic Shareholders) on or before October 7, 2017 (Saturday).

Unless otherwise specified, the dates and time contained in this circular are in Hong Kong time.

* Postal Savings Bank of China Co., Ltd. is not an authorized institution within the meaning of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorized to carry on banking and/or deposit-taking business in Hong Kong.

September 12, 2017

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Notice of the 2017 Second Extraordinary General Meeting 17 Notice of the 2017 Second H Shareholders' Class Meeting 20 Appendix I Feasibility Analysis Report for the Use of Proceeds from the A Share Offering 23 Appendix II Proposed Amendments to the Articles of Association 25 Appendix III Price Stabilization Plan of the A Shares within Three Years after the A Share Offering 63 Appendix IV Undertakings Regarding Information Disclosure in the Prospectus Published in Connection with the A Share Offering 66 Appendix V Dilution of Immediate Returns as a Result of the A Share Offering and Remedial Measures 67 Appendix VI Dividend Distribution Plan for the Three Years after the A Share Offering 71 Appendix VII Report on the Status of Use of Previously Raised Funds 76 Appendix VIII Proposed Amendments to the Rules of Procedures of Shareholders' General Meetings 78 Appendix IX Proposed Amendments to the Rules of Procedures of Board Meetings 90 Appendix X Proposed Amendments to the Rules of Procedures of Meetings of Board of Supervisors 95 Appendix XI Proposed Plan for Adjustments to Matters Relating to Remuneration Payment of Relevant Directors and Supervisors 100

In this circular, unless the context otherwise requires, the following terms and expressions have the following meanings:

"2017 Second Domestic Shareholders' Class Meeting"

the second class meeting of Domestic Shareholders of 2017 to be convened by the Bank after the conclusion of the 2017 Second EGM at Xi'an Ballroom I, 5/F, InterContinental Beijing Financial Street (No. 11 Financial Street, Xicheng District, Beijing, the PRC) on October 27, 2017 (Friday)

"2017 Second EGM" or

"2017 Second Extraordinary General Meeting"

the second extraordinary general meeting of 2017 to be convened by the Bank at 9:00 a.m. on October 27, 2017 (Friday) at Xi'an Ballroom I, 5/F, InterContinental Beijing Financial Street (No. 11 Financial Street, Xicheng District, Beijing, the PRC)

"2017 Second H Shareholders' Class Meeting"

the second class meeting of H Shareholders of 2017 to be convened after the conclusion of the 2017 Second Domestic Shareholders' Class Meeting at Xi'an Ballroom I, 5/F, InterContinental Beijing Financial Street (No. 11 Financial Street, Xicheng District, Beijing, the PRC) on October 27, 2017 (Friday)

"A Share(s)" ordinary share(s) that are proposed to be issued by the Bank under the A Share Offering, which will be listed on the Shanghai Stock Exchange and traded in RMB

"A Share Offering" proposed initial public offering in the PRC of not more than

5,172,164,200 A Shares by the Bank to be listed on the Shanghai Stock Exchange

"Articles of Association" the articles of association of the Bank, as amended from time to time "Bank" Postal Savings Bank of China Co., Ltd., a joint stock limited liability

company incorporated in the PRC and whose H Shares are listed on

the Hong Kong Stock Exchange (Stock Code: 1658) "Board" or "Board of Directors" the board of Directors of the Bank

"Board of Supervisors" the board of Supervisors of the Bank "CBRC" China Banking Regulatory Commission

"Company Law" the Company Law of the PRC, as amended, supplemented or otherwise

modified from time to time

"CSRC" China Securities Regulatory Commission

"Director(s)" the director(s) of the Bank

"Domestic Share(s)" issued ordinary share(s) in the share capital of the Bank with a

nominal value of RMB1.00 each, which is (are) subscribed for or credited as fully paid in RMB

"Domestic Shareholder(s)" holder(s) of Domestic Shares

"H Share(s)" issued ordinary share(s) in the share capital of the Bank with a nominal value of RMB1.00 each, which is (are) subscribed for and traded in Hong Kong dollars and listed on the Hong Kong Stock Exchange

"H Shareholder(s)" holder(s) of H Shares

"HK$" or "Hong Kong dollars" Hong Kong dollars, the lawful currency of Hong Kong "Hong Kong" the Hong Kong Special Administrative Region of the PRC

"Hong Kong Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange

of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time

"Hong Kong Stock Exchange" The Stock Exchange of Hong Kong Limited

"Latest Practicable Date" September 8, 2017, being the latest practicable date prior to the

printing of this circular for ascertaining certain information contained herein

"PRC" or "China" the People's Republic of China, for the purpose of this circular only

and unless otherwise indicated, excluding Hong Kong, Macau Special Administrative Region and Taiwan

"RMB" Renminbi, the lawful currency of the PRC

"Rules of Procedures of Board Meetings"

Rules of Procedures of Board Meetings of Postal Savings Bank of China Co., Ltd., as amended from time to time

"Rules of Procedures of Meetings of Board of Supervisors"

Rules of Procedures of Meetings of Board of Supervisors of Postal Savings Bank of China Co., Ltd., as amended from time to time

"Rules of Procedures of Shareholders' General Meetings"

Rules of Procedures of Shareholders' General Meetings of Postal Savings Bank of China Co., Ltd., as amended from time to time

"Securities Law" the Securities Law of the PRC, as amended, supplemented or

otherwise modified from time to time

"Share(s)" the Domestic Share(s) and H Share(s) of the Bank, and following the A Share Offering, the A Share(s) of the Bank

"Shareholder(s)" holder(s) of Shares

"Supervisor(s)" supervisor(s) of the Bank