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

Nov 9, 2014

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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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)

NOTICE OF H SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that the H share class meeting of 2014 (“ H Share Class Meeting ”) of China Minsheng Banking Corp., Ltd. (the “ Company ”) will be held at 2 p.m. on Tuesday, 23 December 2014 at the Fifth Meeting Room, Building VIII, Beijing Friendship Hotel, No. 1 Zhongguancun Nandajie, Haidian District, Beijing, PRC, for the consideration and, if thought fit, passing of the following resolutions:

SPECIFIAL RESOLUTIONS

Conditional upon the approval of the same by the Shareholders at the extraordinary general meeting and the class meeting for holders of A shares to be convened on 23 December 2014, to consider and approve the following items one by one:

1. To consider and approve each of the following items of the Proposals in respect of Non-public Issuance of Domestic Preference Shares by China Minsheng Banking Corp., Ltd.:

2. (1) Type and number of securities to be issued

3. (2) Maturity

4. (3) Method of Issuance

5. (4) Placees

6. (5) Nominal Value and Issue Price

7. (6) Dividend Distribution Provisions

8. (7) Conditional Redemption

9. (8) Mandatory Conversion

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(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 Private Placing of Preference Shares

• (17) Relationship between Domestic and offshore Issuances

• To consider and approve each of the following items of the Proposals 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

• (8) 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

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(14) Transferability

• (15) Compliance of Latest Regulatory Requirements

• (16) Effective Period of the Resolution of the Private Placing of Preference Shares

• (17) Relationship between Domestic and offshore Issuances

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Friday, 21 November 2014 to Tuesday, 23 December 2014 (both days inclusive), during which period no transfer of Shares of the Company will be effected. For unregistered holders of H Shares who intend to attend the H Share Class Meeting, all share certificates and the relevant transfer documents must be lodged with the Company’s H share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Tuesday, 2 December 2014. H Shareholders whose names appear on the register of members of the Company on Friday, 21 November 2014 will be entitled to attend and vote at the H Share Class Meeting.

By Order of the Board CHINA MINSHENG BANKING CORP., LTD. Hong Qi Chairman

As at the date of this notice, the executive Directors of the Company Hong Qi, Liang Yutang and Mao Xiaofeng; the non-executive Directors of the Company are Zhang Hongwei, Lu Zhiqiang, Liu Yonghao, Wang Yugui, Wang Hang, Wang Junhui, Wu Di and Guo Guangchang; and the independent non-executive Directors of the Company are Qin Rongsheng, Wang Lihua, Han Jianmin, Cheng Hoichuen, Ba Shusong and You Lantian.

Notes:

1. Any member of the Company entitled to attend and vote at the H Share Class Meeting is entitled to appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. Shareholders shall appoint their proxies in writing. The form of proxy shall be signed by the shareholder or his/her/its attorney who has been authorized in writing. If the shareholder is a corporation, the form of proxy shall be affixed with the corporation’s seal or signed by its director, or its attorney duly authorized in writing. If the form of proxy is signed by the attorney of the shareholder, the power of attorney or other authorization document shall be notarized. For holders of H Shares, the aforementioned documents must be lodged with the H share registrar, 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 holding the H Share Class Meeting or any adjournment thereof in order for such documents to be valid. Completion and delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

3. Shareholders who intend to attend the H Share Class Meeting (in person or by proxy) shall complete and deliver the reply slip of H Share Class Meeting enclosed to Computershare Hong Kong Investor Services Limited or the office of the Board by hand, post or fax on or before Tuesday, 2 December 2014.

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1. Shareholders shall produce their identification documents when attending the H Share Class Meeting.

2. If a proxy attends the H Share Class Meeting on behalf of a shareholder, he/she shall produce his/her identification document and the power of attorney or other documents signed by the appointer or his/her attorney, which specify the date of its issuance. If a representative of a corporate shareholder attends the H Share Class Meeting, such representative shall produce his/her identification document and the notarized copy of the resolution passed by the Board or other authority or other notarized copy of any authorization documents issued by such corporate shareholder.

3. The H Share Class Meeting is expected to last for half a day. Shareholders who attend the H Share Class Meeting (in person or by proxy) shall bear their own travelling, accommodation and other expenses.

4. The contact of the office of the Board:

Address: 87707, Building VIII, Beijing Friendship Hotel, No. 1 Zhongguancun Nandajie, Haidian District, Beijing, PRC Postal Code: 100873

Contact persons: Ms. Zhou, Ms. Liu Telephone: 86-10-68946790 Facsimile: 86-10-68466796

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