China CITIC Bank : Constitutional Documents-Articles of Association

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China CITIC Bank Corporation Limited ARTICLES OF ASSOCIATION

(As approved and became effective upon Yin Jian Fu [2015] No. 698 on 29 December 2015, articles in relation to preference shares will be supplemented and completed and shall become effective at the date of the completion of the first issuance of preference shares by the Bank)

* The Articles of Association of China CITIC Bank Corporation Limited are made in Chinese and the English version is a translation for reference only. Should there be any discrepancy between the Chinese and English versions, the Chinese version shall prevail.*

Table of Contents

CHAPTER 1.	General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
CHAPTER 2.	Objectives and Business Scope . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
CHAPTER 3.	Share and Registered Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Section 1	Issue of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Section 2	Increase/Reduction and Repurchase of the Shares . . . . . . . . . . . . . .	9
Section 3	Share Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Section 4	Special Regulations on Preference Shares . . . . . . . . . . . . . . . . . . . .	14
CHAPTER 4.	Financial Assistance for the Purchase of the Bank's Shares . . . . . . . . . .	17
CHAPTER 5.	Share Certificates and Register of Shareholders . . . . . . . . . . . . . . . . . .	18
CHAPTER 6.	Shareholders and Shareholders General Meeting . . . . . . . . . . . . . . . . . .	22
Section 1	Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
Section 2	Shareholders General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . .	28
Section 3	Resolution of Shareholders General Meeting . . . . . . . . . . . . . . . . . .	39
CHAPTER 7.	Special Procedures for the Voting by Class Shareholders . . . . . . . . . . . .	44
CHAPTER 8.	Directors and the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . .	47
Section 1	Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	47
Section 2	Independent Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	51
Section 3	The Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	57
Section 4	Secretary of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . .	64
CHAPTER 9.	President of the Bank and Other Senior management . . . . . . . . . . . . . . .	65
CHAPTER 10.	Supervisors and the Board of Supervisors . . . . . . . . . . . . . . . . . . . . . .	67
Section 1	Supervisors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	67
Section 2	External Supervisors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	69
Section 3	Board of Supervisors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	70
CHAPTER 11.	Qualifications, Obligations and Incentive Mechanism of Directors, Supervisors, President and Other Senior Management Personnel . . . . . .	74
CHAPTER 12.	Financial Accounting System and Profit Distribution . . . . . . . . . . . . . . .	82
CHAPTER 13.	Appointment of Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . .	87
CHAPTER 14.	Disclosure of Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	89
CHAPTER 15.	Labor and HR Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	90
CHAPTER 16.	Merger, Division, Bankruptcy, Dissolution and Liquidation . . . . . . . . . . .	90
CHAPTER 17.	Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	94
CHAPTER 18.	Amendment to the Articles of Association . . . . . . . . . . . . . . . . . . . . . .	95
CHAPTER 19.	Dispute Resolution involving Shareholders of FLSs . . . . . . . . . . . . . . . .	96
CHAPTER 20.	Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	97

China CITIC Bank Corporation Limited Articles of Association

CHAPTER 1. General Provisions

Article 1 To protect the legal rights of the shareholders of China CITIC Bank Corporation Ltd. (hereinafter referred to as the "Bank") and regulate the organization and acts of the Bank, these Articles of Association are hereby formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of People's Republic of China (hereinafter referred to as the "Securities Law"), the Commercial Banking Law of People's Republic of China (hereinafter referred to as the "Commercial Bank Law"), the Special Regulations of the State Council on Overseas Offering and Listing of Shares by Joint Stock Limited Companies (hereinafter referred to as the "Special Regulations"), the Mandatory Provisions for the Articles of Association of Companies to be Listed Overseas (hereinafter referred to as the "Mandatory Provisions"), the Guiding Opinions of the State Council on the Pilot Launch of Preference Shares, the Guidelines on the Articles of Association of Listed Companies (hereinafter referred to as the "Guidelines on Articles"), and other applicable laws and administrative regulations and rules.

Article 2 The Bank was formerly a state-run comprehensive bank founded on 20 April 1987 with the approval of the General Office of the State Council (Guo Ban Han [1987] No. 14) and the approval of the People's Bank of China (Yin Fa [1987] No. 75). With the approval of China Banking Regulatory Commission (hereinafter referred to as "CBRC") (Yin Jian Fu [2006] No. 455), the Bank was restructured from the former CITIC Bank into a joint stock limited company as a whole, and took over all the assets, liabilities and business of the former CITIC Bank. The Bank completed the change of its registration with the State Administration of Industry and Commerce on 31 December 2006 and obtained a new enterprise legal person business license. The number of the Bank's business license is 100000000006002. With the approval of the No. [•••] Document of China Securities Regulatory Commission on [date], the Bank could issue [number] preference shares and transfer them on the Shanghai Stock Exchange as of [date].

The promoters of the Bank are CITIC Group and CITIC International Financial Holdings Limited (hereinafter referred to as "CIFH").

Article 3 The registered name of the Bank: 中信銀行股份有限公司

Short name: 中信銀行

Name in English: China CITIC Bank Corporation Limited Short name in English: CNCB

Article 4 Address of the Bank: No. 9 Chaoyangmen Beidaijie, Dongcheng District, Beijing Postal code: 100010

Telephone: [phone]

Fax: [phone]

Article 5 The Bank is a joint stock limited company with indefinite existence. Article 6 The Chairman of the Board of Directors shall be the legal representative of the Bank.

Article 7 These Articles of Association shall become effective from the date of the approval of the banking regulatory authority of the State Council, of which the articles in relation to preference shares shall become effective at the date of the completion of the first issuance of preference shares. Starting from the date on which these Articles of Association become effective, the former Articles of Association of the Bank shall lapse automatically.

Starting from the effective date of these Articles of Association, these Articles of Association shall be a legally binding document which regulates the organization and acts of the Bank, and defines the rights and obligations between the Bank and its shareholders, and among the Bank's shareholders themselves.

Article 8 These Articles of Association shall be binding on the Bank, its shareholders, Directors, Supervisors, President and other members of its senior management. All persons mentioned above shall have the rights to refer to these Articles of Association for claims regarding affairs related to the Bank.

The shareholders may institute lawsuits against the Bank pursuant to these Articles of Association; the Bank may institute lawsuits against the shareholders pursuant to these Articles of Association; the shareholders may institute lawsuits against other shareholders of the Bank pursuant to these Articles of Association; and the shareholders may institute lawsuits against the Directors, Supervisors, President and other members of the senior management of the Bank pursuant to these Articles of Association.

The lawsuits referred to in the preceding paragraph shall include lawsuits instituted in a court or the application to arbitration institutions for arbitration.

Article 9 The capital of the Bank is divided into shares, and the par value of each share in the same class is equal. The shares of the Bank include ordinary shares and preference shares. The shareholders shall bear liability for the Bank to the extent of the shares subscribed by them, and the Bank shall bear liability for its debts to the extent of its total assets.

Article 10 Based on the business development demands and upon approval by the banking regulatory authority of the State Council, the Bank may establish, change or close both domestic and overseas institutions including, without limitation, branches (branch companies), subsidiary banks (subsidiaries) and representative offices in accordance with the provisions of laws, administrative regulations, rules, and these Articles of Association. Other than subsidiary banks (subsidiaries), the abovementioned institutions shall not have the status of independent legal person, and shall carry out their businesses pursuant to law within the scope of authority granted by, and under the centralized management of, the Bank, and their civil liability shall be borne by the Bank.