China Minsheng Banking Corp., Ltd. — Proxy Solicitation & Information Statement 2014

Dec 5, 2014

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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 H SHARE CLASS MEETING IN 2014 TO BE HELD ON TUESDAY, 23 DECEMBER 2014

Number of H Shares to which this Form of Proxy relates (Note 1)

I/We	(Note	2)
of

being the H Shareholder(s) of CHINA MINSHENG BANKING CORP., LTD. (the “ Company ”) hereby appoint the Chairman of the Meeting or of

(Note 3)

as my/our proxy to attend, act and vote for me/us and on my/our behalf at H Share Class Meeting of the Company (the “ Meeting ” or “ H Share Class Meeting ”) to be held at Fifth Meeting Room, Building VIII, Beijing Friendship Hotel, No. 1 Zhongguancun Nandajie, Haidian District, Beijing, PRC on Tuesday, 23 December 2014 immediately following the conclusion of the Extraordinary General Meeting in 2014 and the A Share Class Meeting in 2014 or any adjournment therof as hereunder indicated in respect of the resolutions set out in the Notice of the H Share Class Meeting in 2014 dated 7 November 2014 (“ Notice of H Share Class Meeting ”), and, if no such indication is given, as my/our proxy thinks fit.

		Special Resolutions	For	(Note 4)	Against	(Note 4)	Abstain	(Note 4)
1	To consider and approve each of the following items of the Proposal in respect of
	Non-public Issuance of Domestic Preference Shares by China Minsheng Banking
	Corp., Ltd.
	(1)	Type and number of securities to be issued
	(2)	Maturity
	(3)	Method of issuance
	(4)	Placees
	(5)	Nominal value and issue price
	(6)	Dividend distribution provisions
	(7)	Conditional redemption terms
	(8)	Terms of mandatory conversion
	(9)	Restriction on and restoration of voting rights
	(10)	Order of distribution of residual assets and basis for liquidation
	(11)	Use of proceeds
	(12)	Rating
	(13)	Guarantee
	(14)	Transferability
	(15)	Compliance of latest regulatory requirements
	(16)	Effective period of the resolution of the non-public issuance of Preference
		Shares
	(17)	Relationship between domestic and offshore issuances

2 To consider and approve each of the following items of the Proposal in respect of Non-public Issuance of Offshore Preference Shares by China Minsheng Banking Corp., Ltd.

2	To consider and approve each of the following items of the Proposal in respect of Non-public Issuance of Offshore Preference Shares by China Minsheng Banking Corp., Ltd.	To consider and approve each of the following items of the Proposal in respect of Non-public Issuance of Offshore Preference Shares by China Minsheng Banking Corp., Ltd.
	(1)	Type and number of securities to be issued
	(2)	Maturity
	(3)	Method of issuance
	(4)	Placees
	(5)	Nominal value and issue price
	(6)	Dividend distribution provisions
	(7)	Conditional redemption terms
	(8)	Terms of mandatory conversion
	(9)	Restriction on and restoration of voting rights
	(10)	Order of distribution of residual assets and basis for liquidation
	(11)	Use of proceeds
	(12)	Rating
	(13)	Guarantee
	(14)	Transferability
	(15)	Compliance of latest regulatory requirements
	(16)	Effective period of the resolution of the non-public issuance of Preference Shares
	(17)	Relationship between domestic and offshore issuances

(Note 5) Signature :

Date:

Notes:

Important: Please first read the circular of the Company dated 6 December 2014 before appointing a proxy/proxies.

1. PLEASE INSERT THE NUMBER OF H 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 H 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/her 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 of H 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” . 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 vote at his/her discretion. Unless you have indicated otherwise in this form of proxy, your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those as set out in the Notice of H Share Class Meeting.

5. This form of proxy must be signed by you or your attorney duly authorized in writing. In the case of a legal person, this form of proxy 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.

6. Where there are joint holders of any H Shares, any one of such persons may vote at the Meeting, either in person or by proxy, in respect of such H Shares as if he/she 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 first in the register of members in respect of such shares shall alone be entitled to vote in respect thereof.

7. To be valid, for holders of H Shares, this form of proxy, together with the notarized power of attorney or other document of authorization (if any), 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 Meeting.

8. 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.

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