Definitions and Conventions
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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DEFINITIONS AND CONVENTIONS In this document, unless the context otherwise requires, the following terms shall have the meanings set out below. “Agency Banking Businesses the agency banking businesses framework agreement entered Framework Agreement (2012)” into between China Post Group and us on August 8, 2012 in relation to the entrustment by us to conduct part of our commercial banking businesses through agency outlets, which is to be replaced by the agency banking businesses framework agreement to be entered into between China Post Group and us on [●], 2016 “agency outlets” agency business institutions that have obtained financial licenses from the banking regulatory authorities and provide commercial banking services entrusted by us “Ant Financial” Ant Financial (formerly known as Zhejiang Alibaba E-Commerce Co., Ltd.* (浙江阿里巴巴電子商務有限公司)), a company established in the PRC on October 19, 2000, provides payment services through its subsidiary Alipay.com Co., Ltd.* (支付寶(中國)網絡技術有限公司) since 2004, and one of our Shareholders [REDACTED] “Articles of Association” or our articles of association adopted by our Shareholders at the “Articles” 2015 annual general meeting held on May 31, 2016 and approved by the CBRC on June 24, 2016, which will become effective upon the Listing, as amended, supplemented or otherwise modified from time to time “ATM(s)” automated teller machine(s) “Bank,” “Company,” “we,” Postal Savings Bank of China Co., Ltd., a joint stock limited “us,” or “PSBC” liability company established in the PRC in accordance with PRC laws, and, where the context so requires, includes its predecessors, branches and sub-branches, directly-operated outlets and agency outlets (to the extent of agency outlets’ operations, risk management and licenses in relation to agency banking businesses they conduct) and subsidiary “Banking Ordinance” the Banking Ordinance, Chapter 155 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time “Basel Accords” Basel I, Basel II and Basel III, collectively “Basel Committee” the Basel Committee on Banking Supervision —19— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DEFINITIONS AND CONVENTIONS “Basel I” the Basel Capital Accord promulgated in 1988 “Basel II” the Basel Capital Accord promulgated in June 2004 “Basel III” the Basel Capital Accord promulgated in December 2010 “Big Four” Agricultural Bank of China, Bank of China, China Construction Bank, and Industrial and Commercial Bank of China and, where the context so requires, their respective predecessors “Board” or “Board of Directors” our board of Directors “CAGR” compound annual growth rate “Capital Adequacy Measures” the Measures on the Administration of Capital Adequacy Ratios of Commercial Banks* (商業銀行資本充足率管理辦 法) promulgated by the CBRC on February 23, 2004, effective on March 1, 2004 and amended on July 3, 2007, which was later replaced by the Capital Administrative Measures (Provisional) on January 1, 2013 “Capital Administrative Measures the Administrative Measures for the Capital of Commercial (Provisional)” Banks (Provisional)* (商業銀行資本管理辦法(試行)) promulgated by the CBRC on June 7, 2012 and effective on January 1, 2013, as amended, supplemented or otherwise modified from time to time; also referred to as New Capital Accord in this document “CBRC” China Banking Regulatory Commission “CCASS” the Central Clearing and Settlement System established and operated by HKSCC “CCASS Clearing Participant” a person admitted to participate in CCASS as a direct clearing participant or a general clearing participant “CCASS Custodian Participant” a person admitted to participate in CCASS as a custodian participant “CCASS Investor Participant” a person admitted to participate in CCASS as an investor participant who may be an individual or joint individuals or a corporation “CCASS Participant” a CCASS Clearing Participant, a CCASS Custodian Participant or a CCASS Investor Participant —20— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DEFINITIONS AND CONVENTIONS “China” or “PRC” the People’s Republic of China, but for the purpose of this document only and, unless the context otherwise requires, excluding Hong Kong, Macau and Taiwan “China Life” China Life Insurance Company Limited, a company established in the PRC on June 30, 2003, and one of our Shareholders “China Post Group” China Post Group Corporation* (中國郵政集團公司), an App1A-27A enterprise owned by the whole people* (全民所有制企業) established in the PRC on October 4, 1995, and our controlling shareholder “China Telecom” China Telecommunications Corporation, an enterprise owned by the whole people established in the PRC on April 27, 1995, and one of our Shareholders “CIRC” China Insurance Regulatory Commission “city commercial banks” banks with branches at municipal or higher levels established with the approval of the CBRC and other regulatory authorities from predecessor urban credit cooperatives pursuant to the PRC Company Law and the PRC Commercial Banking Law “Classification Standards of the Classification Standards of Small and Medium Small and Medium Enterprises” Enterprises* (中小企業劃型標準規定) jointly promulgated by the MIIT, NBS, NDRC and MOF on June 18, 2011, which classifies SMEs in 16 industries into medium, small and micro enterprises with consideration of the nature of the industry in terms of number of employees, revenue and total assets “Companies Ordinance” the Companies Ordinance, Chapter 622 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time “Companies (Winding Up and the Companies (Winding Up and Miscellaneous Provisions) Miscellaneous Provisions) Ordinance, Chapter 32 of the Laws of Hong Kong, as Ordinance” amended, supplemented or otherwise modified from time to time “Core Indicators (Provisional)” the Core Indicators for the Risk Management of Commercial Banks (Provisional)* (商業銀行風險監管核心指標(試行)), as promulgated by the CBRC on December 31, 2005 and effective on January 1, 2006, as amended, supplemented or otherwise modified from time to time —21— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DEFINITIONS AND CONVENTIONS “County Area” or “County Areas” areas designated as counties or county-level cities under China’s administrative division system. As an administrative division unit, a county or county-level city is generally directly below and under the direct supervision of its corresponding municipal-level or provincial-level government. County Areas include more economically developed county centers, towns and the vast rural areas within their administrative jurisdictions. As of December 31, 2014, County Areas accounted for 93.8% of the total area and 74.6% of the total population of China. In 2014, County Areas accounted for 57.2% of the total GDP of China “County Area Banking Business” a broad range of financial products and services commercial or “Sannong Finance Services” banks provide to customers in County Areas through business outlets located in County Areas “CPPIB” Canada Pension Plan Investment Board, a company established in Canada on December 18, 1997 in accordance with the Canada Pension Plan Investment Board Act, and one of our Shareholders “CSRC” China Securities Regulatory Commission “DBS Bank” DBS Bank Ltd., a company established in Singapore on July 16, 1968, and one of our Shareholders “directly-operated outlets” outlets owned and directly operated by us “Director(s)” our director(s) “Domestic Shares” ordinary shares we issued with a nominal value of RMB1.00 each, which are subscribed for in Renminbi “Euro” or “EUR” the lawful currency of the eurozone “foreign banking institutions” representative offices and branches of foreign-owned and joint-venture banks and locally-established subsidiaries of foreign banks “Foreign Shares” ordinary shares we issued with a nominal value of RMB1.00 each, which are subscribed for in a currency other than Renminbi “FMPL” Fullerton Management Pte Ltd, a company established in Singapore on November 8, 1994, being a wholly-owned subsidiary of Temasek, and one of our Shareholders “GDP” gross domestic product —22— THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DEFINITIONS AND CONVENTIONS “GFA” gross floor area [REDACTED] “GIZ” Deutsche Gesellschaft für Technische Zusammenarbeit (GTZ) GmbH, a Germany-based company established in 1975, and merged with other companies as Deutsche Gesellschaft für Internationale Zusammenarbeit (GIZ) GmbH in 2010 “Group” our Bank and our subsidiary “Guidelines on the Corporate the Guidelines on Corporate Governance of Commercial Governance” Banks* (商業銀行公司治理指引), as promulgated by the CBRC on July 19, 2013 and effective as of the same date “H Shares” overseas-listed Shares in our share capital, with a nominal value of RMB1.00 each, which are to be subscribed for and traded in Hong Kong dollars and for which an application has