China Minsheng Banking Corp., Ltd. — Proxy Solicitation & Information Statement 2012

Oct 30, 2012

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

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

(Stock Code: 01988)

FORM OF PROXY FOR THE THIRD EXTRAORDINARY GENERAL MEETING IN 2012 TO BE HELD ON MONDAY, 17 DECEMBER 2012

	Number of shares to which this Form	of Proxy relates(Note 1)
I/We(Note 2)
of
beingtheShareholder(s)of	CHINAMINSHENGBANKING	CORP.,LTD.(the	“Company”)herebyappoint
theChairman of the Meetingor	(Note 3)		of
as my/our proxy to attend, act and vote for me/us and on my/our behalf at the third extraordinary general meeting in 2012 of the Company (the
“Meeting” or “EGM”) to be held at	the Fifth Meeting Room, Building VIII, Beijing Friendship Hotel, No.		1 Zhongguancun Nandajie, Haidian
District, Beijing, PRC on Monday,	17 December 2012 at 9:00 a.m. and at any	adjournment thereof as hereunder indicated in respect of the
resolutions set out in the Notice of the Third EGM in 2012 dated 30 October 2012 (“Notice of EGM”), and, if no such indication is given, as
my/our proxy thinks f t.

	Ordinary Resolutions	For	(Note 4)	Against	(Note 4)	Abstain	(Note 4)
1.	To consider and approve the additional appointment of Ms. You Lantian as an
	Independent Non-executive Director of the sixth session of the Board with the same term
	as the current session of the Board;
2.	To consider and approve the additional appointment of Mr. Guo Guangchang as a Non-
	executive Director of the sixth session of the Board with the same term as the current
	session of the Board.
	Special Resolution	For	(Note 4)	Against	(Note 4)	Abstain	(Note 4)
3.	To consider and approve the amendments to certain provision of the_Articles of_
	Association of China Minsheng Banking Corp., Ltd..

Signature(Note 5) (s): Date:

Notes:

Important: Please fi rst read the circular of the Company dated 30 October 2012.

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

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

3. If any proxy other than the Chairman of the Meeting is preferred, please 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 and vote on his behalf. 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 types of shares in respect of which each proxy is so appointed. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALED BY THE PERSON WHO SIGNS IT.

4. 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”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Unless you have indicated otherwise in this form of proxy, your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those as set out in the Notice of EGM.

Any abstain vote of shareholders present at the shareholders’ general meeting (including their proxies) shall be regarded as voting rights for the purpose of calculating the result of that resolution; ballots of any votes which are incomplete, incorrectly completed, illegible, without the name of shareholders, not signed by voters or not cast shall be deemed to be abstained from voting, thus the voting result in respect of these shares shall be counted as “Abstain” and the votes shall be regarded as voting rights for the purpose of calculating the result of that resolution; while for shareholders not present at the shareholders’ general meeting, any waiver to vote shall be disregarded as voting rights for the purpose of calculating the results of resolutions.

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

2. Where there are joint holders of any shares, any one of such persons may vote at the Meeting, either in person 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 Meeting, either in person or by proxy, then one of the said persons so present whose name stands fi rst in the register of members in respect of such shares shall alone be entitled to vote in respect thereof.

3. To be valid, this form of proxy, together with the notarized power of attorney or other document of authorization, must be delivered to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the EGM.

4. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting in person if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.

5. Shareholders or their proxies attending the Meeting shall produce their identity documents.