China Minsheng Banking Corp., Ltd. — AGM Information 2020

Jun 10, 2020

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中國民生銀行股份有限公司 CHINA MINSHENG BANKING CORP., LTD.

(a joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 01988)

(USD Preference Shares Stock Code: 04609)

REVISED FORM OF PROXY FOR THE ANNUAL GENERAL MEETING FOR 2019 TO BE HELD ON MONDAY, 29 JUNE 2020

(Note 1) Number of shares to which this revised form of proxy relates Type of shares (A shares or H shares) to which this revised form of proxy relates (Note 2)

I/We (Note 3) of (Note 3) being the shareholder(s) of China Minsheng Banking Corp., Ltd. (the “ Company ”), hereby appoint the Chairman of the Meeting or

(Note 4)

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the 2019 annual general meeting of the Company (the “ AGM ” or the “ Meeting ”) to be held at 2:00 p.m. on Monday, 29 June 2020 at Conference Room No. 3, 1/F, Minsheng Bank East Gate, No. 28 Xirongxian Lane, Xicheng District, Beijing, the PRC, and at any adjournment thereof as indicated hereunder in respect of the resolutions set out in the notice of the AGM dated 13 May 2020 (the “ Notice of the AGM ”) and the supplemental notice of the AGM dated 11 June 2020 (the “ Supplemental Notice of the AGM ”), and, if no such indication is given, as my/our proxy thinks fit (special resolutions are marked with *).

	RESOLUTIONS	For	(Note 5)	Against	(Note 5)	Abstain	(Note 5)
1.	The resolution regarding the annual report for 2019 of the Company
2.	The resolution regarding the final financial report for 2019 of the Company
3.	The resolution regarding the proposed profit distribution plan for 2019 of the
	Company
4.	The resolution regarding the annual budgets for 2020 of the Company
5.	The resolution regarding the work report of the Board for 2019 of the Company
6.	The resolution regarding the work report of the Board of Supervisors for 2019 of the
	Company
7.	The resolution regarding the report of remuneration of Directors for 2019
8.	The resolution regarding the report of remuneration of Supervisors for 2019
9.	The resolution regarding the re-appointment and remuneration of auditing firms for
	2020
10.*	The resolution regarding the issuance of undated capital bonds in the next three
	years
11.*	The resolution regarding the extension of the validity period of the resolutions on
	the public issuance of A Share Convertible Corporate Bonds and the authorization
	period to the Board and its authorized persons to exercise full power to deal with
	matters relating to the issuance
12.*	The resolution regarding the report on utilization of proceeds from the previous
	issuance
13.	The resolution regarding the Shareholder return plan for 2019 to 2021
14.	The resolution regarding the impacts on dilution of current returns of the public
	issuance of A share convertible corporate bonds and the remedial measures
15.*	The resolution regarding the granting of general mandate for the issuance of Shares
	to the Board
16.*	The resolution regarding the proposed issuance of financial bonds and tier-2 capital
	bonds in the next three years

	RESOLUTIONS	RESOLUTIONS	For(Note 5)		Against(Note 5)	Abstain(Note 5)
17.*		The resolution regarding the proposed change of registered capital of the Company
18.*		The resolution regarding the proposed amendments to certain provisions of thearticles of association of the Company
19.		The resolution regarding the appointment of Mr. Gao Yingxin as Executive Directorof the seventh session of the Board
Date:	2020Signature(Note 6):

Notes:

Important: You should first review the circular and supplemental circular to which the AGM relates, published/dispatched on or before 13 May 2020 and 11 June 2020, respectively, or such dates before appointing the proxy.

1. Please insert the number of shares registered in your name(s) to which this revised form of proxy relates. If no number is inserted, this revised form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

2. Please also insert the type of shares (A shares or H shares) to which this revised form of proxy relates.

3. Please insert the full name(s) (in Chinese or in English) and address(es) (as recorded in the register of members) in BLOCK LETTERS.

4. If any proxy other than the Chairman of the Meeting is preferred, delete the words “the Chairman of the Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend the AGM and vote in his stead. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and type of shares in respect of which each proxy is so appointed. ANY ALTERATION MADE TO THIS REVISED FORM OF PROXY MUST BE DULY INITIALED BY THE PERSON WHO SIGNS IT.

5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “ABSTAIN”. The shares abstained will be counted in the calculation of the required majority. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. A person entitled to more than one vote shall not be required to use all his/her votes or cast all the votes he/she uses in the same way. In the event that all such votes are not cast in the same way, please state the relevant number of shares in the appropriate box(es) above. Unless you have indicated otherwise in this revised form of proxy, your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the Notice of the AGM and the Supplemental Notice of the AGM.

6. This revised form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must either be executed under seal or under the hand of a director or an attorney duly authorized to sign the same. If this revised form of proxy is signed by an attorney of the appointer, the power of attorney authorizing that attorney to sign, or other document of authorization, must be notarized.

7. Where there are joint holders of any shares, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the AGM, either personally or by proxy, then one of the said persons so present whose name stands first in the register of members in respect of such shares shall alone be entitled to vote in respect thereof.

8. To be valid, for holders of A shares, this revised form of proxy, together with the notarized power of attorney or other document of authorization (if any), must be delivered to the office of the board of directors of the Company at Room 11, CMBC North Tower, No. 2 Fuxingmennei Avenue, Xicheng District, Beijing, PRC (postal code: 100031) not less than 24 hours before the time appointed for the AGM (i.e. not later than 2:00 p.m. on Sunday, 28 June 2020). In order to be valid, for holders of H shares, the above documents must be delivered to Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong within the same period.

9. If any shareholder has not returned the original form of proxy (the “ Original Form of Proxy ”) for the AGM dispatched by the Company on 13 May 2020 in accordance with the instructions specified therein and intends to appoint his/her proxies to attend the AGM on his/her behalf, he/she shall return this revised form of proxy. In such case, shareholders are not required to return the Original Form of Proxy.

10. If any shareholder have returned the Original Form of Proxy in accordance with the instructions specified therein, he/she shall pay attention to the followings:

• a) If any shareholder has not returned this revised form of proxy, the Original Form of Proxy so duly completed will be regarded as a valid form of proxy submitted by such shareholder. The proxies specified in the Original Form of Proxy will be entitled to vote on any resolution duly proposed at the AGM (including the additional resolution stated in the Supplemental Notice of the AGM) as previously instructed by such shareholder or at their discretion (if no instructions have been given).

• b) If any shareholder has returned this revised form of proxy at least 24 hours before the appointed time of the AGM (i.e. no later than 2:00 p.m. on Sunday, 28 June 2020), this revised form of proxy so completed will be regarded as a valid form of proxy submitted by such shareholder.

• c) If any shareholders return this revised form of proxy after the deadline contained in the supplementary notice of AGM, this revised form of proxy will be deemed invalid and the Original Form of Proxy previously submitted by such shareholder will not be revoked. The Original Form of Proxy so completed will be regarded as a valid form of proxy submitted by such shareholder. The proxies specified in the Original Form of Proxy will be entitled to vote on any resolution duly proposed at the AGM (including the additional resolution stated in the Supplemental Notice of the AGM) as previously instructed by such shareholder or at their discretion (if no instructions have been given).

1. Completion and delivery of the revised form of proxy will not preclude you from attending and voting at the AGM in person. In such event, the instrument appointing a proxy shall be deemed to be revoked.

2. Shareholders or their proxies attending the AGM shall produce their identification documents.

3. References to times and dates in this revised form of proxy are to Hong Kong times and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM of the Company (the ‘ Purposes ’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company at the above address.