Meeting of Shareholders

  Functions of the General Meeting of Shareholders

  According to the Articles of Association of Bank of Tianjin Co., Ltd., the general meeting of shareholders is the Bank’s authority and exercises the following powers in accordance with the law:

  (I) Deciding on the Bank’s business policy and investment plan;

  (II) Electing and replacing directors and supervisors who are not held by employee representatives, and deciding on the remuneration of directors and supervisors;

  (III) Reviewing and approving the report of the Board of Directors;

  (IV) Reviewing and approving the report of the Board of Supervisors;

  (V) Reviewing and approving the Bank’s annual financial budget plan and final account plan;

  (VI) Reviewing and approving the Bank’s profit distribution plan and loss recovery plan;

  (VII) Making resolutions on the increase or decrease of the registered capital of the Bank;

  (VIII) Making resolutions on the issuance of bonds or listing;

  (IX) Making resolutions on the merger, division, dissolution and liquidation of the Bank, or change of company form;

  (X) Amending this Articles of Association;

  (XI) Making resolutions on the appointment, dismissal, or no longer reappointment of an accounting firm by the Bank;

  (XII) Reviewing and approving changes in the use of raised funds;

  (XIII) Reviewing the equity incentive plan;

  (XIV) Reviewing proposals of shareholders who hold more than 3% of the Bank’s shares;

  (XV) Other matters that shall be resolved by the general meeting of shareholders as stipulated in the laws, administrative regulations, departmental rules or this Articles of Association.