China Minsheng Banking Corp., Ltd. - Proxy Solicitation & Information Statement 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your Shares in China Minsheng Banking Corp., Ltd., you should at once hand this circular and the accompanying form of proxy and reply slip to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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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)

BOARD OF DIRECTORS AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF SUPERVISORS

AND

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING FOR 2024

The Bank will convene the EGM at 10:00 a.m. on Friday, 25 October 2024 at Conference Room No. 3, 1/F, Minsheng Bank East Gate, No. 28 Xirongxian Lane, Xicheng District, Beijing, the PRC. Notice convening the EGM has been published on the website (www.hkexnews.hk) of the Hong Kong Stock Exchange pursuant to the Hong Kong Listing Rules on 30 September 2024.

If you intend to appoint a proxy to attend the EGM, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to Computershare Hong Kong Investor Services Limited (for holders of H Shares) and the office of the Board of the Bank (for holders of A Shares) not less than 24 hours before the time fixed for holding the EGM (i.e. not later than 10:00 a.m. on Thursday, 24 October 2024) in person or by post. Completion and return of the form of proxy will not preclude you from attending the EGM and voting in person if you so wish.

If you intend to attend the EGM in person or by proxy, please complete the enclosed reply slip and return the same to Computershare Hong Kong Investor Services Limited (for holders of H Shares) and the office of the Board of the Bank (for holders of A Shares) on or before Monday, 21 October 2024.

References to times and dates of this circular are to Hong Kong times and dates.

2 October 2024

CONTENTS

		Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
1.	Interim Profit Distribution Plan for 2024 . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Termination of Appointment of the Auditing Firms for 2024 . . . . . . . . . . .	7
3.	Appointment and Remuneration of the Auditing Firms for 2024 . . . . . . . .	7
4.	Amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . . . . . .	8
5.	Amendments to the Rules of Procedure for the Shareholders’ General
	Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
6.	Amendments to the Rules of Procedure for the Board of Directors . . . . . .	9
7.	Amendments to the Rules of Procedure for the Board of Supervisors . . . .	9
APPENDIX I ARTICLES OF ASSOCIATION OF CHINA MINSHENG
	BANKING CORP., LTD. AND COMPARISON TABLE
	FOR AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
APPENDIX II THE RULES OF PROCEDURE FOR THE
	SHAREHOLDERS’ GENERAL MEETING OF CHINA
	MINSHENG BANKING CORP., LTD. AND
	COMPARISON TABLE FOR AMENDMENTS. . . . . . . .	226
APPENDIX III THE RULES OF PROCEDURE FOR THE BOARD OF
	DIRECTORS OF CHINA MINSHENG BANKING
	CORP., LTD. AND COMPARISON TABLE FOR
	AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	271
APPENDIX IV THE RULES OF PROCEDURE FOR THE BOARD OF
	SUPERVISORS OF CHINA MINSHENG BANKING
	CORP., LTD. AND COMPARISON TABLE FOR
	AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	288
NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING FOR
2024. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		301

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“A Share(s)”
domestic ordinary Share(s) of RMB1.00 each issued by the Bank which is/are subscribed for by domestic investors in Renminbi and are listed for trading on the SSE (stock code: 600016)
“A Shareholder(s)” holder(s) of A Share(s)
“Articles of Association”
the articles of association of the Bank
“Bank” or “China Minsheng Bank” or “Minsheng Bank”
China Minsheng Banking Corp., Ltd. (中國民生銀行股份有限公司), a joint stock company incorporated with limited liability in accordance with the Company Law, the H Shares and A Shares of which are listed on the Hong Kong Stock Exchange and the SSE respectively
“Board”
the board of directors of the Bank
“Board of Supervisors”
the board of supervisors of the Bank
“Company Law”
the Company Law of the People’s Republic of China
“Director(s)”
the director(s) of the Bank
“EGM”
the first extraordinary general meeting for 2024 of the Bank to be held at 10:00 a.m. on Friday, 25 October 2024 at Conference Room No. 3, 1/F, Minsheng Bank East Gate, No. 28 Xirongxian Lane, Xicheng District, Beijing, the PRC or any adjournment thereof, the notice of which is set out in this circular
“H Share(s)”
overseas listed foreign invested share(s) of RMB1.00 each in the share capital of the Bank, which are listed on the Hong Kong Stock Exchange (stock code: 01988) and are subscribed for in HK dollars
“H Shareholder(s)” holder(s) of H Share(s)

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DEFINITIONS

“HK dollars”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the
	PRC
“Hong Kong Listing Rules”	the Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited
“Hong Kong Stock Exchange”	The Stock Exchange of Hong Kong Limited
“PBOC”	the People’s Bank of China
“PRC” or “China”	the People’s Republic of China
“RMB” or “Renminbi”	Renminbi, the lawful currency of the PRC
“Share(s)”	the ordinary Share(s) of the Bank, including A Share(s)
	and H Share(s)
“Shareholder(s)”	holder(s) of the Share(s)
“SSE”	the Shanghai Stock Exchange
“Supervisor(s)”	the supervisor(s) of the Bank

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LETTER FROM THE BOARD

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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)

Members of the Board:

Executive Directors: Mr. Gao Yingxin Mr. Wang Xiaoyong Mr. Zhang Juntong

Registered Address:

No. 2 Fuxingmennei Avenue, Xicheng District, Beijing, China 100031

Non-executive Directors:

Mr. Zhang Hongwei Mr. Liu Yonghao Mr. Shi Yuzhu Mr. Song Chunfeng Mr. Zhao Peng

Independent Non-executive Directors: Mr. Qu Xinjiu Ms. Wen Qiuju Mr. Song Huanzheng

Mr. Yeung Chi Wai, Jason Mr. Cheng Fengchao Mr. Liu Hanxing

2 October 2024

To the Shareholders

Dear Sir or Madam,

INTERIM PROFIT DISTRIBUTION PLAN FOR 2024 TERMINATION OF APPOINTMENT OF THE AUDITING FIRMS FOR 2024 APPOINTMENT AND REMUNERATION OF THE AUDITING FIRMS FOR 2024 AMENDMENTS TO THE ARTICLES OF ASSOCIATION AMENDMENTS TO THE RULES OF PROCEDURE FOR THE SHAREHOLDERS’ GENERAL MEETING AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF SUPERVISORS AND NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING FOR 2024

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LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is to provide you (among other things) with additional information to enable you to make informed decisions on whether to vote for or against the resolutions to be proposed at the EGM for the following issues (special resolution is marked by *):

Resolution on the Interim Profit Distribution Plan for 2024 of the Bank
Resolution on the Termination of Appointment of the Auditing Firms for 2024 of the Bank
Resolution on the Appointment and Remuneration of the Auditing Firms for 2024 of the Bank
*Resolution on the Amendments to the Articles of Association of the Bank
Resolution on the Amendments to the Rules of Procedure for the Shareholders’ General Meeting of the Bank
Resolution on the Amendments to the Rules of Procedure for the Board of Directors of the Bank
Resolution on the Amendments to the Rules of Procedure for the Board of Supervisors of the Bank

1. Interim Profit Distribution Plan for 2024

According to the relevant laws and regulations, regulatory requirements, and the Articles of Association, and based on the reviewed interim financial report for 2024, the interim profit distribution plan for 2024 of the Bank is as follows:

Having considered various factors including the capital adequacy ratio required by the regulatory authorities and the sustainable development of business of the Bank, the Bank proposes to distribute to the A Shareholders and the H Shareholders whose names appear on the registers as at the record date a cash dividend of RMB1.30 (tax inclusive) for every 10 Shares being held. Based on the number of Shares of the Bank issued as at 30 June 2024, being 43,782 million Shares, the total interim cash dividend for 2024 was approximately RMB5,692 million, representing approximate 29.90% of the net profit attributable to ordinary Shareholders of the Bank on the Group basis for the period, which amounts to RMB19,034 million.

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LETTER FROM THE BOARD

The actual amount of total cash dividend to be paid will be subject to the total number of Shares recorded on the registers as at the record date. The cash dividend will be denominated and declared in RMB, and paid to the Shareholders in either RMB or HK dollars. The actual amount of dividend to be paid in HK dollars shall be calculated based on the benchmark exchange rate of RMB against HK dollars as quoted by the PBOC on the date of the EGM.

The cash dividend is expected to be paid to H Shareholders on 3 December 2024.

Taxation

According to the Enterprise Income Tax Law of the PRC (《中華人民共和國企業所得稅法》) and its implementing regulations (the “ EIT Law ”), the tax rate of the enterprise income tax applicable to the income of a non-resident enterprise deriving from the PRC is 10%. For this purpose, any H Shares registered under the name of non-individual enterprise, including the H Shares registered under the name of HKSCC Nominees Limited, other nominees or trustees, or other organizations or entities, shall be deemed as Shares held by non-resident enterprise Shareholders (as defined under the EIT Law). The Bank will distribute the dividend to those non-resident enterprise Shareholders subject to a deduction of 10% enterprise income tax withheld and paid by the Bank on their behalf.

Any resident enterprise (as defined under the EIT Law) which has been legally incorporated in the PRC or which was established pursuant to the laws of foreign countries (regions) but has established effective administrative entities in the PRC, and whose name appears on the Bank’s H Share registrar should deliver a legal opinion ascertaining its status as a resident enterprise furnished by a qualified PRC lawyer (with the official chop of the law firm issuing the opinion affixed thereon) and relevant documents to the Bank’s H Share registrar, Computershare Hong Kong Investor Services Limited, in due course, if it does not wish to have the 10% enterprise income tax withheld and paid on its behalf by the Bank.

Pursuant to the Notice on the Issues on Levy of Individual Income Tax after the Abolishment of Guoshuifa (1993) No. 045 Document (《關於國稅發(1993)045號文件廢止後有關個人所得稅徵管問題的通知》) (the “ Notice ”) issued by the State Administration of Taxation on 28 June 2011, the dividend to be distributed by the PRC non-foreign invested enterprise which has issued shares in Hong Kong to the overseas resident individual Shareholders, is subject to the individual income tax with a tax rate of 10% in general.

However, the tax rates for respective overseas resident individual Shareholders may vary depending on the relevant tax agreements between the countries of their residence and Mainland China. Thus, 10% individual income tax will be withheld by the Bank from the dividend payable to any individual Shareholders of H Shares whose names appear on the H share register of members of the Bank on the record date, unless otherwise stated in the relevant taxation regulations, tax treaties or the Notice.

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LETTER FROM THE BOARD

Profit Distribution to Investors of Northbound Trading

For investors of the Hong Kong Stock Exchange (including enterprises and individuals) investing in the A Shares of the Bank listed on the SSE (the “ Northbound Trading ”), their dividends will be distributed in RMB by the Bank through the Shanghai Branch of China Securities Depository and Clearing Corporation Limited to the account of the nominee holding such Shares. The Bank will withhold and pay income taxes at the rate of 10% on behalf of those investors and will report to the tax authorities for the withholding. For investors of Northbound Trading who are tax residents of other countries and whose country of domicile is a country which has entered into a tax treaty with the PRC stipulating a dividend tax rate of lower than 10%, those enterprises and individuals may, or may entrust a withholding agent to, apply to the competent tax authorities of the Bank for the entitlement of the rate under such tax treaty. Upon approval by the tax authorities, the paid amount in excess of the tax payable based on the tax rate according to such tax treaty will be refunded. The record date and the date of distribution of cash dividends and other arrangements for the investors of Northbound Trading will be the same as those for the A Shareholders.

Profit Distribution to Investors of Southbound Trading

For investors of the SSE and the Shenzhen Stock Exchange (including enterprises and individuals) investing in the H Shares of the Bank listed on the Hong Kong Stock Exchange (the “ Southbound Trading ”), the cash dividends will be paid in RMB. The record date and the date of distribution of cash dividends and other arrangements for the investors of Southbound Trading will be the same as those for the H Shareholders of the Bank. Below are relevant taxation policies: ShanghaiHong Kong Stock Connect: Pursuant to the relevant requirements under the Notice on the Tax Policies Related to the Pilot Program of the Shanghai-Hong Kong Stock Connect (Caishui 2014 No. 81) (《關於滬港股票市場交易互聯互通機制試點有關稅收政策的通知(財稅201481號)》), for dividends received by domestic individual investors from investing in H shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect, the company of such H shares shall withhold and pay individual income tax at the rate of 20% on behalf of the investors. For dividends received by domestic securities investment funds from investing in H shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect, the tax payable shall be the same as that for individual investors. The company of such H shares will not withhold and pay the income tax of dividends for domestic enterprise investors and those domestic enterprise investors shall report and pay the relevant tax themselves.
Shenzhen-Hong Kong Stock Connect: Pursuant to the relevant requirements under the Notice on the Tax Policies Related to the Pilot Program of the Shenzhen-Hong Kong Stock Connect (Caishui 2016 No. 127) (《關於深港股票市場交易互聯互通機制試點有關稅收政策的通知(財稅2016127號)》), for dividends received by domestic individual investors from investing in H shares listed on the Hong Kong Stock Exchange through Shenzhen-Hong Kong Stock Connect, the company of such

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LETTER FROM THE BOARD

H shares shall withhold and pay individual income tax at the rate of 20% on behalf of the investors. For dividends received by domestic securities investment funds from investing in H shares listed on the Hong Kong Stock Exchange through Shenzhen-Hong Kong Stock Connect, the tax payable shall be the same as that for individual investors. The company of such H shares will not withhold and pay the income tax of dividends for domestic enterprise investors and those domestic enterprise investors shall report and pay the relevant tax themselves.

Shareholders are suggested to consult their tax consultants regarding the tax impacts in China, Hong Kong and other countries (regions) for holding and dealing with the Bank’s Shares.

The resolution has been considered and approved at the meetings of the Board of Directors and the Board of Supervisors held on 29 August 2024 and is hereby proposed to the EGM as an ordinary resolution for consideration and approval. The interim profit distribution plan for 2024 shall be subject to the approval by the Shareholders at the EGM.

2. Termination of Appointment of the Auditing Firms for 2024

Reference is made to the announcement of the Bank dated 29 August 2024, which is in relation to the proposed termination of appointment of auditing firms for 2024. Based on the principle of prudence, the Bank proposed to terminate the appointment of PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers as the Bank’s auditing firms for 2024. The abovementioned auditing firms provided professional services until the end of 2024 interim financial report review for a service fee of RMB4.13 million. The Bank has communicated with PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers in respect of the termination of appointment, and the abovementioned auditing firms have no disagreements thereof. At the same time, the Bank shall conduct the selection and appointment of auditing firms for 2024 annual financial report according to relevant requirements.

3. Appointment and Remuneration of the Auditing Firms for 2024

According to the Articles of Association, the Administrative Measures for the Selection and Appointment of Auditing Firms of the Bank and other relevant regulations, as well as the results of the tender and selection process for auditing firms of the Bank, the Board proposed the appointment of KPMG Huazhen LLP and KPMG as the auditing firms for 2024 of the Bank to provide services including the audit of the financial reports (domestic and international) for 2024, agreement procedures for the financial report of the third quarter and the internal control audit. The total service fees amount to RMB5.68 million.

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LETTER FROM THE BOARD

The resolution has been considered and approved at the meetings of the Board of Directors and the Board of Supervisors held on 27 September 2024 and is hereby proposed to the EGM as an ordinary resolution for consideration and approval.

4. Amendments to the Articles of Association

In accordance with the Company Law, the Securities Law and other laws and regulations, the Code of Corporate Governance of Banking and Insurance Institutions, the Guidelines for Articles of Association of Listed Companies, the Measures for the Management of Independent Directors of Listed Companies, the Regulatory Guidelines for Listed Companies No. 3 – Cash Dividends of Listed Companies (2023 Edition) and other regulatory systems, and in order to implement the relevant regulatory requirements, the Bank proposed to amend the Articles of Association.

Upon consideration and approval at the EGM, the Articles of Association is subject to the submission to and approval by the National Financial Regulatory Administration. The shareholders’ general meeting is hereby proposed to authorize the Board, which shall further authorize the Chairman of the Board, within the framework and principles of the Articles of Association approved at the EGM, to make appropriate and necessary amendments to the Articles of Association based on the review opinions or requirements (if any) of the National Financial Regulatory Administration.

For details of the amendments to the Articles of Association, please refer to Appendix I of the circular.

The resolution has been considered and approved at the Board meeting held on 20 September 2024 and is hereby proposed to the EGM as a special resolution for consideration and approval.

5. Amendments to the Rules of Procedure for the Shareholders’ General Meeting

In accordance with the Company Law, the Guidelines for Articles of Association of Listed Companies, the Rules for Shareholders’ Meeting of Listed Companies and other laws, regulations and regulatory systems, taking into account the amendments to the Articles of Association and the actual situation of the Bank, the Bank proposed to amend the Rules of Procedure for the Shareholders’ General Meeting of China Minsheng Banking Corp., Ltd. The amended Rules of Procedure shall be renamed as the Rules of Procedure for the Shareholders’ Meeting of China Minsheng Banking Corp., Ltd.

For details of the amendments to the Rules of Procedure for the Shareholders’ General Meeting, please refer to Appendix II of the circular.

The resolution has been considered and approved at the Board meeting held on 20 September 2024 and is hereby proposed to the EGM as an ordinary resolution for consideration and approval.

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LETTER FROM THE BOARD

6. Amendments to the Rules of Procedure for the Board of Directors

In accordance with the Company Law, the Code of Corporate Governance of Banking and Insurance Institutions, the Listing Rules of the Shanghai Stock Exchange and other laws, regulations and regulatory systems, taking into account the actual operation of the Board of the Bank, the Bank proposed to amend the Rules of Procedure for the Board of Directors of China Minsheng Banking Corp., Ltd. The amendments involved seven articles, including “more than half” (半數以上) being amended as “more than half” (過半數), the indication of the reason thereof when a director votes against or abstains, certain textual improvements, and adjustments of the sequence and numbering of certain articles.

For details of the amendments to the Rules of Procedure for the Board of Directors, please refer to Appendix III of the circular.

The resolution has been considered and approved at the Board meeting held on 20 September 2024 and is hereby proposed to the EGM as an ordinary resolution for consideration and approval.

7. Amendments to the Rules of Procedure for the Board of Supervisors

In accordance with the Company Law and the latest regulatory systems, the Bank proposed to make certain amendments to the Rules of Procedure for the Board of Supervisors of China Minsheng Banking Corp., Ltd.

For details of the amendments to the Rules of Procedure for the Board of Supervisors, please refer to Appendix IV of the circular.

The resolution has been considered and approved at the Board meeting held on 20 September 2024 and is hereby proposed to the EGM as an ordinary resolution for consideration and approval.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Bank will be closed from Tuesday, 22 October 2024 to Friday, 25 October 2024 (both days inclusive), during which period no transfer of Shares will be effected. For unregistered H Shareholders who intend to attend the EGM, all Share certificates and the Share transfer documents must be lodged with the Bank’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 Monday, 21 October 2024. H Shareholders whose names appear on the register of members of the Bank on Friday, 25 October 2024 will be entitled to attend and vote at the EGM.

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LETTER FROM THE BOARD

The register of members of the Bank will be closed from Thursday, 31 October 2024 to Tuesday, 5 November 2024 (both days inclusive), during which period no transfer of Shares will be effected. For unregistered H Shareholders who wish to be eligible to receive the cash dividend, all Share certificates and the Share transfer documents must be lodged with the Bank’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 Wednesday, 30 October 2024. H Shareholders whose names appear on the register of members of the Bank on Tuesday, 5 November 2024 will be entitled to receive the dividend (subject to the approval by Shareholders at the EGM).

VOTING BY POLL AT EGM

Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules, all votes of the Shareholders at the EGM of the Bank must be taken by poll. As such, the chairman of the meeting will require a poll for all resolutions proposed at the EGM.

On a poll, every Shareholder present in person or by proxy or, being a corporation, by its duly authorized representative, shall have one vote for each Share registered in his/her/its name in the register of members. Shareholders entitled to more than one vote need not cast all their votes or cast all their voting rights in the same way in accordance with Article 126 of the Articles of Association.

According to the Articles of Association, (i) if the amount of equity interest in the Bank pledged by a shareholder reaches or exceeds 50% of his/her shareholding in the Bank, the voting right of such shareholder at the shareholders’ general meeting shall be restricted; and (ii) if a substantial shareholder’s credit granted by the Bank is overdue, the voting right of such shareholder at the shareholders’ general meeting shall be restricted.

RECOMMENDATION

The Board considers that all the resolutions mentioned above are in the best interests of the Bank and its Shareholders. As such, the Board recommends the Shareholders to vote in favor of the resolutions to be proposed at the EGM.

By Order of the Board CHINA MINSHENG BANKING CORP., LTD. Gao Yingxin Chairman

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APPENDIX I ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. (AMENDED)

Chapter 1 General Provisions
Chapter 2 Objectives and Scope of Business
Chapter 3 Shares and Registered Capital
Chapter 4 Capital Reduction and Share Repurchase
Chapter 5 The Party Organization (Party Committee)
Chapter 6 Rights and Obligations of Shareholders
Chapter 7 Shareholders’ Meeting
Section 1 General
Section 2 Convening of Shareholders’ Meeting
Section 3 Proposal and Notice of Shareholders’ Meeting
Section 4 Convening of Shareholders’ Meeting
Section 5 Voting and Resolution of Shareholders’ Meeting
Chapter 8 Special Procedures for the Voting of Class Shareholders
Chapter 9 The Board of Directors
Section 1 Directors
Section 2 Independent Directors
Section 3 The Board of Directors
Section 4 Special Committees of the Board of Directors
Section 5 The Chairman
Chapter 10 President
Chapter 11 Secretary to the Board of Directors
Chapter 12 Supervisory Board
Section 1 Supervisor
Section 2 Supervisory Board
Section 3 Resolution of the Supervisory Board
Chapter 13 Qualifications and Obligations of Directors, Supervisors,
President and Other Senior Management Personnel
Chapter 14 Financial and Accounting System, Profit Distribution and Audit
Section 1 Financial and Accounting System Section 2 Profit Distribution
Section 3 Internal Audit
Chapter 15 Engagement of Accounting Firms
Chapter 16 Merger and Division
Chapter 17 Dissolution and Liquidation
Chapter 18 Amendments to the Articles of Association
Chapter 19 Notice and Announcement
Chapter 20 Supplementary Provisions

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

Chapter 1 General Provisions

Article 1 To protect the legal rights of China Minsheng Banking Corp., Ltd. (the “Bank”), the shareholders, employees and creditors of the Bank, regulate the organization and activities of the Bank, and improve the modern enterprise system with Chinese characteristics, and promote entrepreneurial spirit, the Articles of Association are hereby formulated in accordance with the Company Law of the People’s Republic of China (the “Company Law”), the Securities Law of the People’s Republic of China (the “Securities Law”), the Commercial Banking Law of the People’s Republic of China (the “Commercial Banking Law”), the State Council Guidance Opinion on the Launch of Preference Shares Pilot Scheme and other pertinent rules and regulations.

Article 2 The Bank is a joint stock limited company incorporated in accordance with the Company Law, the Commercial Banking Law and other relevant regulations.

Upon an Approval by the State Council regarding the Incorporation of China Minsheng Banking Corp., Ltd. (Guo Han [1995] No. 32) and an Approval by the People’s Bank of China regarding the Commencement of Operation of China Minsheng Banking Corp., Ltd. (Yin Fu [1996] No. 14), the Bank is established by way of promotion and registered with the State Administration for Industry and Commerce and obtained a business license on 7 February 1996. The unified creditability code is 91110000100018988F.

Upon its incorporation, the promoters of the Bank are Guangzhou Yitong Group Company (廣州益通集團公司), China Town and Township Enterprises Investment and Development Co., Ltd. (中國鄉鎮企業投資開發有限公司), China Coal Industrial Import and Export Company (中國煤炭工業進出口總公司), China Shipowners Mutual Assurance Association (中國船東互保協會), Shandong Oceanwide Group Company (山東泛海集團公司), Harbin Linen Mill (哈爾濱亞麻廠), Xiamen Fuxin Group Co., Ltd. (廈門福信集團有限公司), Ningbo Economic Construction Investment Company (寧波市經濟建設投資公司), Beijing Vantone Industry Co., Ltd. (北京萬通實業股份有限公司), Hangzhou Unitop Electric Co., Ltd. (杭州通普電器公司), Kunming Jianhua Enterprise Group (昆明建華企業集團), Shenzhen Advance Development Company (深圳前進開發公司), Hope Group Co., Ltd. (希望集團有限公司), Harbin Shirble Electric-Heat Co., Ltd. (哈爾濱歲寶熱電股份有限公司), Zhengzhou Mengda Industrial Co., Ltd. (鄭州夢達實業有限公司), Henan Power Development Co., Ltd. (河南電力開發有限公司), Kunming Department Stores Building (昆明百貨大樓), Nanhai Guicheng Commercial & Trading Material General Corporation (南海市桂城商業貿易物資總公司), China Travel International Trust Investment Co., Ltd. (中國旅遊國際信託投資有限公司), Zhanjiang Economic & Technological Development Zone Finance Development Company (湛江經濟技術開發區財務開發公司), Shenzhen Bao’an Runtian Enterprise Company (深圳市寶安區潤田企業公司), Anshan Teng’ao Special District Liaohe Forage Group Company (鞍山市騰鼇區遼河飼料集團公司), Guangdong Hengfeng Investment Group Co., Ltd. (廣東恒豐投資集團有限公司), Shanxi Antai International Enterprise (Group) Co., Ltd. (山西安泰國際企業(集團)股份有限公司), Henan Xing Ya Enterprise Group Co., Ltd. (河南興亞企業集團有限公司), Nanning Nanhe

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Development Company (南寧南和發展公司), Changsha Southern Huaqiao Gang’aotaibao Trading Company (長沙南方華僑港澳臺胞貿易公司), Zhengzhou Feimengda Leather Products Co., Ltd. (鄭州斐蒙達皮製品有限公司), Shenzhen Chengxin Industrial Development Company (深圳呈鑫實業發展公司), Shunde Vanward Enterprises Group Co., Ltd. (順德市萬和企業集團公司), Shenzhen Shangbu Industrial Co., Ltd. (深圳市上步實業股份有限公司), Chengdu Huaqiao Xinyuan Industrial Co., Ltd. (成都華僑新苑實業有限總公司), Henan Yuantian Property Company (河南原田置業公司), Zhejiang Quzhou Hongji Industrial Co., Ltd. (浙江省衢州市鴻基實業有限公司), Beijing Ideal Industrial Development Company (北京理想產業發展公司), Anshan Pacific Industrial (Group) Co., Ltd. (鞍山太平洋(集團)有限公司), Guangzhou Shanghui Co., Ltd. (廣州商匯有限公司), Anshan Chengnan Steel Rolling Group Company (鞍山城南軋鋼集團公司), Guangxi Penshibao Co., Ltd. (廣西噴施寶有限公司), Nanning Zhantong Material Supply Company (南寧市展通物資供應公司), Taiyuan Qingquan Coal Coking Transportation and Marketing Group Company (太原清泉煤焦化運銷集團公司), Shanxi Haixin Steel Company (山西省海鑫鋼鐵公司), Luoyang Building Machinery Factory (洛陽建築機械廠), China Shangdong Taidao Group (中國山東台島集團), Tianjin Gangtian Group Company (天津港田集團公司), China Building Materials Zhengzhou Zhongyue Associated Special Cement Factory (中國建材鄭州中嶽聯營特種水泥廠), Liaoning Gaizhou Lutun Tiedong Pipe Fitting Factory (遼寧蓋州市蘆屯鐵東管件廠), Beijing Hengrun Dake Industrial and Trading Company (北京恒潤達科工貿公司), Guangdong Industrial and Commercial Building (廣東省工商大廈), Zhejiang Shangyu Xincheng Industrial Company (浙江上虞信誠實業公司), Zhejiang Rui’an Yongjiu Electromechanical Factory (浙江瑞安市永久機電廠), Beijing Menshanyuan Development Company (北京門山園開發公司), Zhejiang Wolong Group Co., Ltd. (浙江臥龍集團公司), Zhejiang Shangyu Financial Development Company (浙江上虞市財務開發公司), Shenzhen Taishen Industrial Co., Ltd. (深圳泰紳實業股份有限公司), Kunming Industry & Commerce Association Industrial Company (昆明市工商聯興業公司), Hebei Food Industry Company (河北食品工業總公司), Guangdong Lianshan Minghua Electromechanical Factory (廣東連山明華電化廠) and Shenzhen Huishang Co., Ltd. (深圳匯商有限公司).

Pursuant to an approval by the State Council and the People’s Bank of China, the Bank issued 1,380,248,376 ordinary shares to 59 promoters, representing 100% of the total number of the ordinary shares of the Bank in issue, upon its establishment. The promoters of the Bank made their capital contributions in cash in 1995.

After its establishment, the Bank issued 350,000,000 domestically listed domestic shares on 27 November 2000, pursuant to an approval by China Securities Regulatory Commission. Upon completion of the issue of domestic shares, the share capital of the Bank comprises of 1,380,248,376 promoter legal-person shares and 350,000,000 domestically listed domestic shares, representing 79.77% and 20.23% of the total share capital of the Bank respectively.

Article 3 On 27 November 2000, upon an approval by China Securities Regulatory Commission (Zheng Jian Fa Xing Zi [2000] No. 146), the Bank issued 350,000,000 RMB-denominated ordinary shares pursuant to an initial public offering. These shares were listed on the Shanghai Stock Exchange on 19 December 2000.

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On 27 February 2003, upon an approval by China Securities Regulatory Commission (Zheng Jian Fa Xing Zi [2003] No. 13), the Bank issued convertible bonds of RMB4 billion at par value of RMB100. These convertible bonds were due and repayable (including principal and interests) on 26 February 2008. The number of shares converted is 1,616,729,400 shares (including bonus shares and additional shares).

On 22 June 2007, upon an approval by China Securities Regulatory Commission (Zheng Jian Fa Xing Zi [2007] No. 7), the Bank issued 2,380,000,000 new RMB-denominated ordinary shares to eight domestic corporate investors pursuant to a private placement.

On 21 October 2009, upon an approval by China Securities Regulatory Commission (Zheng Jian Xu Ke [2009] No. 1104), the Bank issued 3,439,275,500 overseas listed foreign shares (H Shares) of RMB1 each (including 117,569,500 over-allotted shares) which were listed on The Stock Exchange of Hong Kong Limited on 26 November 2009 and 23 December 2009.

On 26 March 2012, according to an approval by China Securities Regulatory Commission (Zheng Jian Xu Ke [2012] No. 211), the Bank further issued 1,650,852,240 overseas listed foreign shares (H Shares) of RMB1 each which were listed on The Stock Exchange of Hong Kong Limited on 2 April 2012.

On 15 March 2013, according to an approval by China Securities Regulatory Commission (Zheng Jian Xu Ke [2012] No. 1573), the Bank is authorized to issue RMB20 billion of convertible corporate bonds of RMB100 each. The convertible corporate bonds were redeemed in advance on 24 June 2015, and the cumulative number of shares converted was 2,446,493,105.

On 14 December 2016, according to an approval by China Securities Regulatory Commission (Zheng Jian Xu Ke [2016] No. 2971), the Bank is authorized to issue 71,950,000 non-cumulative perpetual offshore preference shares of RMB100 each through private placing. Those shares were listed on The Stock Exchange of Hong Kong Limited on 15 December 2016. In December 2021, the Bank redeemed all the offshore preference shares in accordance with the terms and conditions of the offshore preference shares.

On 15 October 2019, according to an approval by China Securities Regulatory Commission (Zheng Jian Xu Ke [2019] No. 1158), the Bank is authorized to issue 200,000,000 domestic preference shares of RMB100 each through private placing. Those shares were transferred on the integrated business platform of Shanghai Stock Exchange on 8 November 2019.

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APPENDIX I ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

Article 4 The registered name of the Bank:

Full name in Chinese: 中國民生銀行股份有限公司

Full name in English: CHINA MINSHENG BANKING CORPORATION LIMITED

Abbreviation in English: CMBC

Article 5 The Head Office of the Bank is located in Beijing.

Registered address of the Bank: No. 2, Fuxingmennei Avenue, Xicheng District, Beijing, China, 100031

Tel: 58560666

Fax: 58560690

Article 6 The Bank is a joint stock limited company of indefinite term.

Article 7 The Chairman of the Board of Directors of the Bank shall be the legal representative of the Bank. The resignation of the Chairman of the Board of Directors shall be deemed as resigning as the legal representative at the same time.

Article 8 The shares of the Bank include ordinary shares and preference shares. The nominal value of each share of the same class shall be equal. The shareholders shall bear liability of the Bank to the extent of the share capital subscribed by them and the Bank shall bear liability of its debts to the extent of its total capital.

Article 9 Starting from the date of effectiveness of these Articles of Association, these Articles of Association shall become a legally binding document which regulates the organization and activities of the Bank and the rights and obligations between the Bank and its shareholders, and among the shareholders.

Article 10 These Articles of Association shall be binding on the Bank, its shareholders, directors, supervisors, president and other senior management. All of the above personnel may claim their rights in respect of matters relating to the Bank in accordance with these Articles of Association.

The shareholders may institute lawsuits against the Bank pursuant to these Articles of Association; the Bank may institute lawsuits against its shareholders, directors, supervisors, president and other senior management pursuant to these Articles of Association; the shareholders may institute lawsuits against other shareholders pursuant to these Articles of Association; and the shareholders may institute lawsuits against the directors, supervisors, president and other senior management of the Bank pursuant to these Articles of Association.

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The lawsuits referred to in the preceding paragraph shall include lawsuits instituted in a court or arbitration applied to an arbitration institution.

Article 11 The senior management referred to in these Articles of Association shall mean the president, vice presidents, assistant to the president, financial person-in-charge, secretary to the Board of Directors, chief audit officer, chief risk officer, chief information officer, business director and other senior officers selected and appointed by the Board of Directors of the Bank and approved by the regulatory authorities.

Article 12 The Bank may invest in other companies with limited liabilities and joint stock limited companies subject to the relevant laws and regulations, and shall bear the liabilities of the investees to the extent of the share capital subscribed by it. Subject to approval by the banking regulatory authorities under the State Council, the Bank may establish domestic and overseas branches for business expansion.

The Bank is comprised of the headquarters, branches and sub-branches. The headquarters adopts a centralized audit and capital management system for all branches and sub-branches. Branches and sub – branches have their internal financial management systems.

The domestic and overseas branches of the Bank shall not have the status of legal person. Their establishment and business operation shall be in compliance with the requirements of banking regulatory authorities under the State Council regarding the management of the financial institutions and within the authorized scope by the headquarters.

Oversea branches of the Bank may carry out all banking or other businesses permitted by laws and regulations of the jurisdiction in which such branches are located.

Subject to approval by the approval authority of the State Council, the Bank may operate as a holding company in accordance with the Company Law as required by its operation management.

Article 13 The Bank shall be supervised and regulated by the banking regulatory authorities under the State Council according to the laws and regulations.

Article 14 According to the regulations of the Constitution of the Communist Party and the Company Law, the Bank shall establish Party organizations. The Party Committee shall perform the leading and political functions, control the direction, manage the situation ensure the implementation, and discuss and decide on major matters of the Bank in accordance with regulations. The Bank shall establish working agency of the Party, equip sufficient staff to deal with the Party affairs, provide necessary conditions for the activities of Party organization, and provide sufficient funds to operate the Party organization.

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APPENDIX I

Chapter 2 Objectives and Scope of Business

Article 15 The objectives of the Bank are to develop various banking businesses in compliance with relevant laws and regulations, support the development of domestic economy and serve the public with main focuses on private enterprises, small and medium enterprises and high-technology enterprises.

The Bank shall operate its business in a prudent manner and maintain its liquidity and capital return at satisfactory levels. The Bank shall operate independently under its internal control system and shall be solely responsible for any risks, profits and losses arising from its operation.

Article 16 Subject to approvals by the regulatory authorities, such as the banking regulatory authorities under the State Council, and the registration authorities, the business scope of the Bank shall include:

(1) taking deposits from the public;
(2) provision of short, medium and long-term loans;
(3) processing domestic and overseas settlements;
(4) processing bill acceptance and discount;
(5) issuance of financial bonds;
(6) acting as issuance agent and payment agent, and underwriting government bonds;
(7) dealing in government and corporate bonds;
(8) engaging in inter-bank borrowing;
(9) dealing in foreign exchange as principal or agency;
(10) engaging in settlement and sale of foreign exchange business;
(11) engaging in bank card business;
(12) providing letter of credit and guarantee;
(13) acting as receiving/payment agent;
(14) providing safekeeping boxes services;

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(15) insurance and insurance agency business;
(16) sales and custody of securities investment fund;
(17) other businesses as approved by the banking regulatory authorities under the State Council.

Chapter 3 Shares and Registered Capital

Article 17 The shares of the Bank shall be represented by share certificate and are ordinary shares and preference shares. The share certificate of the Bank shall be in registered form. Besides those specified in the Company Law, the share certificate of the Bank shall also contain other particulars as required by the stock exchange on which the shares of the Bank are listed.

Ordinary shares refer to ordinary shares issued by the Bank in accordance with the general provisions of the Company Law. Preference shares refer to shares issued by the Bank in accordance with the Company Law in addition to ordinary shares which entitle its holder with priority over holders of ordinary shares in receiving distribution of profits and remaining assets of the Bank, but with restrictions on the right to participate in the decision making and management of the Bank.

Article 18 The shares in the Bank shall be issued in an open, fair and equal manner and each share of the same class shall enjoy the same rights.

The conditions and price of each share of the same class shall be the same in each issue. Any subscriber shall pay the same price for each share subscribed.

Article 19 All the shares issued by the Bank shall have a par value. Par value of each ordinary share shall be RMB1.00, and par value of each preference share shall be RMB100.

RMB mentioned in the preceding paragraph refers to Renminbi, the lawful currency of the People’s Republic of China.

Article 20 Subject to filing and approval by the securities regulatory authorities under the State Council and banking regulatory authorities, the Bank may issue its shares to domestic and overseas investors.

The overseas investors mentioned in the preceding paragraph refer to investors in overseas countries, Hong Kong, Macau and Taiwan in the PRC who subscribe for the shares issued by the Bank; and domestic investors refer to investors in the PRC, excluding the regions mentioned above, who subscribe for the shares issued by the Bank.

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Article 21 The shares issued by the Bank to domestic investors for subscription in RMB shall be referred to as Domestic Shares. The shares issued by the Bank to overseas investors for subscription in foreign currencies shall be referred to as Overseas Shares. Overseas Shares listed in an overseas country shall be referred to as overseas listed foreign shares. Shares listed in Hong Kong shall be referred to as H shares. The par value of the H shares listed on the Hong Kong Stock Exchange are denominated in RMB and to be subscribed and dealt in Hong Kong dollars.

The foreign currencies mentioned in the preceding paragraph refer to the legal tenders, other than RMB, of other jurisdictions and are recognized by the foreign exchange administration authorities of the State for payment to the Bank for share capital.

Subject to approval of the securities regulatory authorities of the State Council, holders of domestic shares may transfer their shares to overseas investors and such transferred shares may be listed or traded on an overseas stock exchange. Any listing or trading of the transferred shares on an overseas stock exchange shall comply with the regulations, rules and requirements of such overseas securities market.

Article 22 Domestic shares shall be under the custody of the Shanghai branch of China Securities Depository and Clearing Corporation Limited. H shares are mainly under the custody of a company entrusted by Hong Kong Securities Clearing Company Limited, or held in the name of individual shareholders.

Article 23 The issuance of preference shares by the Bank to replenish additional tier-1 capital shall be in compliance with the relevant eligibility criteria of capital instruments of the banking regulatory authority of the State Council.

Article 24 In accordance with relevant requirements of the banking regulatory authority of the State Council, the Bank has determined the conditions for the mandatory conversion of preference shares to ordinary shares, which state that the preference shares may be converted into ordinary shares based on the conversion price and amount fixed according to the issuance plan of preference shares upon the occurrence of the triggering events.

Ordinary shares converted from preference shares due to mandatory conversion shall have same rankings as the original ordinary shares of the Bank.

Article 25 As at 31 December 2021, the share capital of the Bank comprised 43,782,418,502 ordinary shares in issue, including 35,462,123,213 domestically listed shares and 8,320,295,289 H shares, representing approximately 81.00% and 19.00% of the total issuable ordinary shares of the Bank respectively, and 200,000,000 domestic preference shares in issue.

The above calculation includes bonus shares distributed by the Bank, shares issued upon capitalization of capital reserve and shares issued upon the exercise of convertible bonds by creditors up to 31 December 2021.

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Article 26 The registered capital of the Bank is RMB43,782,418,502 which is equal to the paid-up capital.

Article 27 The Bank may increase its registered capital to meet its operation and development needs subject to approval in accordance with the Articles of Association. The Bank may increase its capital by the following ways:

(1) public offering of ordinary shares;
(2) ordinary shares issue to its existing shareholders;
(3) distribution of ordinary shares to its existing shareholders;
(4) private placing of ordinary shares;
(5) conversion from the preference shares to ordinary shares; and
(6) any other methods permitted by the applicable laws and administrative regulations.

After being approved according to the Articles of Association, the Bank’s increase of capital by issuing new shares shall be conducted in accordance with the procedures provided in relevant laws and administrative regulations.

The registered capital of the Bank may increase upon the conversion of convertible bonds issued by the Bank. The conversion of convertible bonds shall comply with the provisions set out in the relevant national laws, administrative regulations, departmental rules as well as the prospectus of the issue of convertible bonds.

The number of issued preference shares of the Bank shall not exceed 50% of the total ordinary shares and the proceeds from the issuance of preference shares shall not exceed 50% of the net assets before the issuance, excluding preference shares that have been repurchased and converted.

Article 28 The Bank shall not accept the shares of the Bank as security.

Article 29 Where the laws, administrative regulations or the securities regulatory authorities under the State Council provide otherwise on the transfer of shares of the Bank held by shareholders or de facto controllers of listed companies, such provisions shall prevail.

A major shareholder shall not transfer the equity interest held by him/her within five years from the date of acquisition, except for special circumstances such as risk disposal measures approved by the banking regulatory authorities under the State Council or its branches, transfer ordered by the banking regulatory authorities under the State Council or its branches, transfer under judicial enforcement or transfer of equity between different entities controlled by the

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same investor. When a major shareholder transfers the equity interest held under the conditions permitted by laws and regulations, the said shareholder shall inform the transferee that it is required to comply with the laws and regulations and the conditions stipulated by the banking regulatory authority of the State Council.

The directors, supervisors and senior management of the Bank shall notify the Bank their holding of shares in the Bank (including preference shares) and changes of their holdings. The shares transferred in any year during their tenures as determined when assuming their positions shall not exceed 25% of the total number of the shares of any one class held by them. These individuals shall not transfer the shares in the Bank held by them within six months upon the completion of their terms of office unless so demanded by a court.

The shareholders shall promptly notify the Bank of their interests in shares. However, the Bank shall be prohibited to freeze the shares of any person who is directly or indirectly interested in such shares and does not disclose their interests to the Bank, or otherwise prejudice the interests attached to such shares.

Article 30 If the directors, supervisors, senior management and shareholders holding more than 5% of the shares of the Bank sell any share or other equity securities within six months from the date of purchase or repurchase any share within six months from the date of disposal, any gains so realized shall be forfeited by the Board of Directors in favour of the Bank. However, securities firms holding more than 5% of the shares as a result of the performance of their underwriting obligation shall not be subject to the six-month restriction. Where the laws, administrative regulations or regulations of the stock exchanges provide otherwise, such provisions shall prevail.

The shares or other equity securities held by the directors, supervisors, senior management or an individual shareholder as mentioned in the preceding paragraph shall include the shares or other equity securities held by his or her spouse, parents and children and held under any other person’s account.

If the Board of the Bank does not abide by the provisions as stipulated in the first paragraph above, the shareholders may request the Board to act within 30 days; the responsible directors shall assume related responsibilities as stipulated by the laws. If the Board of the Bank fails to act within such period, the shareholders may institute a proceeding before the People’s Court in his/her own name for the benefit of the Bank.

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APPENDIX I

Chapter 4 Capital Reduction and Share Repurchase

Article 31 The Bank may reduce its registered capital according to the provisions of these Articles of Association.

Any reduction of registered capital of the Bank shall be made in compliance with the Company Law, Commercial Banking Law and other applicable regulations and the procedures specified in these Articles of Association.

Registered capital of the Bank after any reduction shall not be less than the legal minimum amount requirement.

Article 32 A balance sheet and a list of properties shall be prepared for the reduction of the Bank’s registered capital.

The Bank shall inform its creditors within 10 days and make a public announcement on newspapers recognized by the stock exchange on which the shares of the Bank are listed or the National Enterprise Credit Information Publicity System within 30 days after the resolution to reduce its registered capital is passed. Creditors shall be entitled to demand the Bank to fully settle any liability or provide guarantee within 30 days after receiving such notification, or in case of not receiving such notification, within 45 days after the date of the public announcement.

Article 33 Subject to the laws, administrative regulations, departmental rules and these Articles of Association and upon approvals of the relevant government authority, the Bank may repurchase its issued shares under one of the following circumstances:

(1) cancellation of shares for reduction of registered capital;
(2) merging with other companies that hold shares in the Bank;
(3) use of shares for employee stock ownership plans or equity incentives;
(4) repurchasing is required by shareholder who disagrees to the resolution of the shareholders’ meeting on the merger or separation of our Bank;
(5) where the laws, administrative regulations, departmental rules, the Articles of Association or the Issuance Plan for Preference Shares of the Bank in relation to the repurchase of preference shares by the Bank provides otherwise, such provisions shall prevail; and
(6) use of shares for the conversion of corporate bonds issued by the Bank that are convertible into shares;

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(7) repurchasing is necessary for the Bank to protect the corporate value and the rights and interests of its shareholders;
(8) other circumstances permitted by the applicable laws or administrative regulations.

Save for the above circumstances, the Bank shall be prohibited from acquiring any shares of the Bank. In case of repurchase of the Bank’s overseas-listed foreign shares, the provisions of the regulatory rules of the place of listing shall also be complied with.

Article 34 Any repurchase of shares by the Bank in items (1) or (2) of paragraph 1 of Article 33 of these Articles of Association is subject to approval of the shareholders’ meeting. Any repurchase of shares by the Bank in items (3), (6) or (7) is subject to approval of Board meeting attended by two-thirds or more of directors. Where the laws, administrative regulations or the stock exchange where the shares of the Bank are listed provide otherwise, such provisions shall prevail.

After the Bank repurchases its shares according to the provision in the preceding paragraph, the shares repurchased under the circumstances of item (1) of paragraph (1) of Article 33 of these Articles of Association shall be cancelled within 10 days of the date of repurchase and the shares repurchased under the circumstances of items (2) or (4) above shall be transferred or cancelled within 6 months of the date of repurchase. The shares repurchased under the circumstances of items (3), (6) or (7) above shall not cause the total number of shares held by the Bank to exceed 10% of the total issued shares of the Bank and shall be transferred or cancelled within three years. The fund used for the repurchase shall be paid from the after-tax profit of the Bank. In case of repurchase of the Bank’s overseas-listed foreign shares, the provisions of the regulatory rules of the place of listing shall also be complied with.

Article 35 Subject to approval of the relevant government authority, the Bank may repurchase its shares through public centralized transaction or by other means as permitted by the applicable laws and regulations or as recognized by the securities authority of the State Council.

The acquisition of the Bank’s shares under the circumstances of items (3), (6) or (7) of paragraph 1 of Article 33 of the Articles of Association shall be made through a public centralized transaction.

Chapter 5 The Party Organization (Party Committee)

Article 36 The Committee of the Communist Party of China Minsheng Banking Corp., Ltd. (hereinafter the “Party Committee”) shall be established within the Bank. The Party Committee shall have one party secretary. The posts of the party secretary of the Party Committee and the chairman shall be held by the same person. The Party Committee shall consist of the party secretary, deputy secretaries and other members. Eligible members of the Party Committee can join the Board of Directors, the Supervisory Board and the senior

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management through legal procedures, while eligible members of the Board of Directors, the Supervisory Board and the senior management can also join the Party Committee in accordance with relevant rules and procedures. Meanwhile, Supervisory Board commission for discipline inspection shall be established in accordance with relevant requirements.

Article 37 The Party Committee shall, in accordance with the Constitution of the Communist Party of China and other internal laws and regulations of the Party, perform the following duties:

(1) to deeply study and implement Xi Jinping Thought on Socialism with Chinese Characteristics for a New Era, to comprehensively strengthen Party building, to adhere to and implement the fundamental system, basic system, and important system of socialism with Chinese characteristics, to ensure and supervise the Bank’s implementation of policies and guidelines of the Party and the State, and to implement major strategic decisions of the Central Committee of the Party and the State Council, as well as important work arrangements of higher-level Party organizations;
(2) to strengthen its leadership and gate keeping role in the management of the process of selection and appointment of personnel according to the requirement of modern corporate system and market competition, to grasp the construction of the Bank’s leadership team and the construction of the team of cadres and talents, focusing on the standard, procedure, evaluation, recommendation and supervision, and to uphold the integration of the principle that the Party manages the officials with the function of the Board of Directors in the lawful selection of the management and with the lawful exercise of authority of appointment, promotion and demotion of personnel by the management, and establish quality talent team;
(3) to research and discuss the reform, development and stability of the Bank, major operational and management issues and major issues concerning employee interests, and put forth comments and suggestions; to support the shareholders’ meeting, the Board of Directors, the Supervisory Board and the senior management of the Bank in performing their duties in accordance with the law; to guide and urge the senior management to execute the resolutions of the shareholders’ meeting and the Board of Directors and support the congress of employees in carrying out its work;
(4) to assume the primary responsibility to strictly discipline the Party comprehensively, lead the Bank’s ideological and political work, the united front work, the cultural and ethical progress, corporate culture cultivation as well as the work of groups such as the labor union of the Bank and the Communist Youth League, lead the construction of the Party’s working style and its clean and honest administration, and support the Party discipline inspection commission in earnestly performing its supervisory responsibilities;

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(5) to strengthen the building of the Bank’s grassroots Party organizations and of Party member teams, give full play to the role of Party branches as strongholds and to the role of Party members as pioneers and fine examples, and unite and lead officials and employees bank-wide to devote themselves into the reform and development of the Bank;
(6) to assist the Bank in complying with the laws and regulations of China and various supervisory and management systems of supervisory authorities, support and facilitate the Bank to operate in compliance with the laws, protect the interest of shareholders, customers and the Bank, and legal interests of the employees;
(7) to handle other material matters that fall within the duty of the Party Committee.

Chapter 6 Rights and Obligations of Shareholders

Article 38 The Bank shall establish a register of shareholders based on the certificates provided by the securities registration agency. The register of shareholders shall be sufficient evidence of the shareholders’ holding of the Bank’s shares. Shareholders shall enjoy rights and assume obligations according to the class and number of their shares.

Ordinary shareholders shall have the same rights and obligations. Holders of preference shares shall enjoy the same rights and assume the same obligations in accordance with the laws, administrative regulations, departmental rules or the Articles of Association and the issuance terms. Holders of preference shares issued in the same batch with the same terms shall have the same rights and obligations.

Shareholders of the Bank shall have good social reputation, good credit records, tax payment records and financial status, comply with the laws and regulations, and satisfy the regulatory requirements.

Shareholders, especially major shareholder, shall exercise their rights as capital contributors in strict accordance with laws and regulations, regulatory provisions and these Articles of Association, comply with the provisions of the banking regulatory authority under the State Council on the shareholding percentage and fulfill the obligations of capital contributors.

For joint shareholders, if one of the joint shareholders passes away, only the other surviving joint shareholder(s) shall be deemed by the Bank as the owner(s) of the relevant shares. The Board of Directors may require the provision of death certificates acceptable to it for the purpose of amending the register of shareholders. For joint shareholders of any shares, only the shareholder whose name stands first in the register of shareholders is entitled to receive share certificate of the relevant shares and notices of the Bank, to attend any shareholders’ meeting and to exercise their voting rights. Any notice served on the aforesaid shareholder shall be deemed as having been served on all joint holders of the relevant shares.

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Article 39 When the Bank convenes a shareholders’ meeting, distributes dividends, liquidates and engages in other activities that require confirmation of the identity of shareholders, the Board of Directors or the convener of the shareholders’ meeting shall determine a certain date as the record date. After the close of market on the record date, the registered shareholders in the register of shareholders shall be the Bank’s shareholders enjoying the relevant rights.

Article 40 An investor and its affiliates and persons acting in concert, either separately or jointly, intending to initially or accumulatively hold more than 5% of total capital or total shares of the Bank, shall file an application with the banking regulatory authority under the State Council or its branches for approval in advance. The official reply for the administrative licensing of proposed holding of more than 5% of total shares of the Bank through a domestic or overseas stock market shall be valid for six months. The specific requirements and procedures for approval shall be subject to relevant provisions issued by the banking regulatory authority under the State Council.

An investor and its affiliates and persons acting in concert that hold, either separately or jointly, not less than 1% but not more than 5% of the Bank’s total capital or total shares shall, within ten working days from the date of obtaining corresponding equities, report to the banking regulatory authority under the State Council or its branches.

Article 41 The holders of ordinary shares of the Bank shall enjoy the following rights:

(1) receiving dividends and other distributions in proportion to the number of shares held;
(2) requiring, convening, chairing or attending shareholders’ meetings in person or by proxy in accordance with the laws and exercising their voting rights at the meetings in proportion to the number of the shares held;
(3) supervising and managing the businesses and the operations of the Bank, and presenting proposals or raising inquires in relation thereto;
(4) transferring, granting or pledging their shares in accordance with the laws, administrative regulations, the relevant requirements of the security regulatory authorities of the place(s) where the shares are listed, and the provisions of the Articles of Association;
(5) accessing and copying the Articles of Association, the register of shareholders, the register of bondholders of the Bank, minutes of shareholders’ meetings, resolutions of the Board meetings, resolutions of the meetings of the Supervisory Board, and financial accounting reports;

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(6) participating in the distribution of the remaining assets of the Bank in proportion to the number of shares held when the Bank is terminated or liquidated;
(7) requesting the Bank to repurchase his/her shares in the event that he/she disagrees with the resolution of the shareholders’ meeting on the merger or separation of the Bank;
(8) protecting their legitimate rights and interests through civil litigation or other legal means in accordance with laws and regulations, and reflecting the situation to the regulatory authorities;
(9) other rights conferred by the applicable laws, administrative regulations, departmental rules or the Articles of Association.

Article 42 The holders of preference shares of the Bank shall have the following rights:

(1) class voting rights for specific resolutions of the shareholders’ meetings;
(2) priority in profit distribution;
(3) priority in receiving distribution of the remaining assets of the Bank;
(4) right to request to convene, convene, chair and attend, in person or by proxy, the shareholders’ meetings for holders of preference shares with restored voting rights;
(5) other rights provided by laws, administrative regulations, departmental rules or the Articles of Association.

Article 43 Except for matters required to be approved by holders of preference shares according to the laws or the Articles of Association, the holders of preference shares shall have no right to request to convene, convene, chair and attend, in person or by proxy, the shareholders’ meetings and shall have no voting rights.

However, when the Bank fails to pay dividends on preference shares as agreed for a total of three financial years or for two consecutive financial years, holders of preference shares shall have the right to attend the shareholders’ meetings and jointly vote with ordinary shareholders, starting from the day following the date on which the shareholders’ meetings resolves to not distribute dividends for preference shares as agreed. Each preference share shall be entitled to the voting right in accordance with the issuance terms of such preference shares.

The restoration of voting rights of the holders of preference shares as described in the second paragraph of this Article remains effective until the dividends that shall be paid by the Bank in respect of the current period are paid in full.

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Article 44 Shareholders shall submit to the Bank the written documents certifying the class and number of shares of the Bank held by them when they require to review the information or documents stated in the Article 41. The Bank shall provide the information and documents as required by such shareholders if their identities are confirmed.

Article 45 In the event that any resolution of the shareholders’ meetings or the Board of Directors violates any laws or administrative regulations, shareholders are entitled to file a petition to the competent People’s Court to have such resolution rescinded.

In the event that the convening of a shareholders’ meeting or Board meeting or any voting procedure in such meetings violates the laws, administrative regulations or the Articles of Association, or any resolution violates the provisions of the Articles of Association, shareholders shall have the right to file a petition to the competent People’s Court to have such resolution revoked within 60 days from the date of the resolution. However, this does not apply in the event that the convening of a shareholders’ meeting or Board meeting or any voting procedure in such meetings has minor flaws only which have no substantial impact on any resolution.

Article 46 Where any Director or senior management of the Bank violates the laws, administrative regulations or the provisions of the Articles of Association when performing his/her duty and causes losses to the Bank, shareholders, individually or jointly, holding more than 1% of the total voting shares of the Bank individually or jointly for 180 consecutive days or above have the right to submit a written demand to the Supervisory Board for initiating a proceeding at the People’s Court. If the Bank suffers any loss due to any violations of the laws, administrative regulations or the provisions of the Articles of Association by the Supervisory Board, the aforesaid shareholders have the right to submit a written demand to the Board of Directors for initiating a proceeding at the People’s Court. An investor protection institution which holds shares of the Bank may directly file a lawsuit in the People’s Court in the institution’s name, without being bound by the aforesaid restrictions on shareholding percentage and shareholding period.

In the event that the Supervisory Board or Board of Directors rejects to initiate a proceeding after receiving the written demand of the shareholders abovementioned, or fails to initiate a proceeding within 30 days after receiving such demand, or in case of urgency, the Bank will suffer irrecoverable losses if no legal action is taken immediately, shareholders mentioned above have the right to file a lawsuit at the People’s Court in their own names for the benefit of the Bank.

If the Bank suffers any losses due to any violations of its legitimate interests by any other parties, shareholders mentioned in the first clause of this article have the right to initiate a proceeding at the People’s Court in accordance with the provisions abovementioned.

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Article 47 For any violation of shareholders’ interests due to any non-compliance of laws, administrative regulations or provisions of the Articles of Association by any Director or senior management of the Bank, shareholders have the right to initiate a lawsuit at the People’s Court.

Article 48 Shareholders of the Bank shall assume the following obligations:

(1) to abide by laws, regulations, regulatory requirements and the Articles of Association, and to fulfill the obligations of contributors in a lawful and compliant manner.
(2) when purchasing shares of the Bank, the substantial shareholders shall undertake in writing to comply with the laws, regulations, regulatory requirements and the Articles of Association of the Bank and make a statement on the purpose of purchasing shares of the Bank.
(3) not to withdraw the capital unless in circumstances as permitted by the applicable laws, administrative regulations and rules.
(4) to pay subscription funds according to the number of shares subscribed and the method of subscription; to purchase shares of the Bank with their own funds obtained from legal sources, rather than entrusted funds, debt funds and other funds not owned by themselves, unless otherwise prescribed by laws and regulations or regulatory regime.

Substantial shareholders shall not hold shares of the Bank through financial products issued, managed or otherwise controlled.

(5) to comply with the regulatory requirements on shareholding percentage and the number of institutional shareholders and not to authorize any other person to or accept any other person’s authorization to hold equity of the Bank.
(6) to truthfully provide the Bank with information including financial information, shareholding structure, source of capital, controlling shareholders, de facto controllers, related parties, persons acting in concert, ultimate beneficiaries, investment in other financial institutions etc. according to the laws, regulations and regulatory requirements, and ensure the relationship between shareholders and controlling shareholders, de facto controllers, related parties, persons acting in concert, ultimate beneficiaries and other parties shall be clear and transparent.

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Substantial shareholders shall also report investment in other financial institutions by their related parties and persons acting in concert.

(7) to promptly inform the Bank in writing of the changes in their controlling shareholders, de facto controllers, related parties, persons acting in concert and ultimate beneficiaries according to the laws, regulations and regulatory requirements.
(8) to promptly inform the Bank in writing of the following events they encounter according to the laws, regulations and regulatory provisions: merger and spinoff, being subject to an order for suspension of operation for rectification, designated custody, receivership or cancellation, or entry into dissolution, liquidation or bankruptcy procedure, or changes in their legal representative, company names, places of operation, scope of operation and other material events.
(9) to promptly inform the Bank in writing according to the laws, regulations and regulatory provisions if the shares of the Bank held by the shareholders are involved in litigation or arbitration, subject to legal enforcement by judicial authorities, subject to pledge, or discharged from pledge.
(10) shareholders who transfer, pledge their shares of the Bank or conduct related transactions with the Bank shall comply with the laws, regulations and regulatory requirements, and shall not impair the interests of other shareholders and the Bank.
(11) shareholders and their controlling shareholders and actual controllers shall not abuse the shareholder’s rights or use related party relations to jeopardize the legitimate rights and interests of the Bank, other shareholders and stakeholders; shareholders and their controlling shareholders and actual controllers shall not interfere in the decision-making power and management power entitled to the Board and senior management pursuant to the Articles of Association, nor direct interference beyond the Board and senior management in the operation and management, transfer interests, or damage the legitimate rights and interests of the Bank, depositors and other shareholders in any other form; shareholders shall not abuse the independent legal person status of the Bank or the limited liability of shareholders to damage the interests of creditors of the Bank.

Shareholders shall bear the legal liability of compensation for damage to the Bank or other shareholders by abusing of the shareholders’ rights.

Shareholders shall bear the several and joint liability for debt of the Bank for serious damage to interests of creditors of the Bank by abusing the independent legal person status of the Bank and the limited liability of shareholders to evade debts.

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(12) if the capital adequacy ratio of the Bank falls below the regulatory standard, the shareholders shall support the measures put forward by the Board to increase the capital adequacy ratio; the substantial shareholders also shall make a long-term written undertaking according to regulatory requirements to replenish the Bank’s capital when necessary, which forms a part of the Bank’s capital planning, and report their capital replenishment capacity to the banking regulatory authority of the State Council or its branches through the Bank on an annual basis; if there is no capital replenishment capacity, shareholders shall inform the Bank and explain the specific situation and reasons, and shall not prevent other investor’s investment and subscription in the Bank with reasonable scheme.
(13) shareholders of the Bank shall support the Board of Directors to supervise the management to establish comprehensive risk management mechanism, pre-assess possibility of occurrence and influence of major risks, and formulate and refine comprehensive recovery and disposal plans to effectively resist major risks.

If major risks occur and the bank’s capital fail to cover unexpected losses, the shareholders shall support various measures put forward by the Board to replenish capital; if major risks occur and lead to the liquidity problem of the bank, substantial shareholders who have borrowed from the Bank shall not withdraw their capital, and provide liquidity support as possible, including but not limited to immediately repaying the loans that are due immediately and undue loans shall be repaid in advance.

Shareholders shall bear the legal liability of compensation for material risk damage to the Bank or other shareholders by abusing of the shareholders’ rights.

(14) If a major risk event or a major violation of law occurs in the Bank and the Bank is subject to measures such as risk disposal or takeover by the banking regulatory authority of the State Council or its branches, the shareholders shall facilitate the investigation and risk disposal conducted by the banking regulatory authority of the State Council or its branches.
(15) shareholders shall protect the interests of the Bank such that the terms of credits granting provided to its shareholders shall not be more favorable than those provided to other customers if the loans concerned are in the same category.

If any shareholder ill-intentionally prevents the Bank’s normal operation or interests by taking advantage of its shareholder status, the Bank has the right to initiate a legal action at the competent People’s Court to have such illegal activities stopped.

If a substantial shareholder’s credit granted by the Bank is overdue, he/she shall be restricted from voting rights at general meetings and from nominating or sending directors to vote on the Board of Directors. If other shareholders’ credit granted by the Bank is overdue, the Bank shall restrict their relevant rights in accordance with the actual situation.

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(16) shareholders who should have sought approval of or reported to but failed to seek approval of or report to the banking regulatory authorities under the State Council or its branches shall have no rights to request to convene a general meeting, vote, nominate, propose resolutions or dispose;
(17) shareholders shall fully disclose relevant information and accept social supervision, in accordance with laws and regulations and regulatory requirements.
(18) for shareholders who have made false statements, abused their rights of shareholders or acted to damage the interests of the Bank, the regulatory authorities and the banking regulatory authority of the State Council or its branches may restrict or prohibit related party transactions between the Bank and them, limit their shareholding in the Bank and their proportion of mortgaged equities, and their rights to request to convene a general meeting, vote, nominate, propose resolutions or dispose, and order the controlling shareholder to transfer the shareholding;
(19) complying with the laws and regulations and the relevant regulations of the banking regulatory authorities under the State Council in relation to related transactions. The improper related transactions with the Bank are prohibited and using influence on the Bank’s operational management to obtain improper benefits is also prohibited.
(20) to assume other obligations imposed by the applicable laws, administrative regulations and the Articles of Association.

Ordinary shareholders are not liable to make any further contribution to the share capital other than as agreed by the subscriber of the relevant shares at the time of subscription.

Article 49 Substantial shareholders shall make shareholder commitments truthfully, fulfill the promises, and actively cooperate with the banking regulatory authority of the State Council or its branches, and the Bank to conduct shareholder commitment assessment in accordance with the relevant laws and regulations, the Articles of Association of the Bank, and the requirements of the banking regulatory authority of the State Council.

If the substantial shareholder violates the commitments, the Bank may take measures such as restricting shareholders’ rights, etc. in accordance with the regulatory provisions and the requirements of the banking regulatory authority of the State Council or its branches.

Article 50 Borrowing from the Bank by shareholders and their related parties shall comply with the relevant regulations of the banking regulatory authority of the State Council.

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The credit balance of the Bank to substantial shareholders or their controlling shareholders, actual controllers, related parties, persons acting in concert, ultimate beneficiaries and other individual entities shall not exceed 10% of the net capital of the Bank. The total credit balance of the Bank to a single substantial shareholder and its controlling shareholders, actual controllers, related parties, persons acting in concert, and ultimate beneficiaries shall not exceed 15% of the net capital of the Bank.

The credit above includes loans (including trade financing), bill acceptance and discount, overdraft, bond investment, investment in special-purpose vehicles, issuance of letters of credit, factoring, guarantees, loan commitments, and other transactions in which the Bank or the wealth management product issued by the Bank bears credit risk substantially. The Bank shall confirm the ultimate debtor in accordance with the penetration principle.

If the substantial shareholder of the Bank or its controlling shareholder, actual controller, related party, person acting in concert, or the ultimate beneficiary is a financial institution, the Bank shall follow the laws and regulations and relevant regulatory authorities’ regulations on interbank business when developing interbank business with them.

Article 51 Shareholders who guarantee themselves or others with the shares of the Bank shall strictly comply with laws and regulations and the requirements of regulatory authorities, and notify the Board of Directors of the Bank in advance, and shall not damage interests of other shareholders or the Bank. The Board office or other departments designated by the Board shall be responsible for the daily work of collecting, collating and submitting the equity pledge information of the Bank.

Where a shareholder who has representation on the Board of Directors or the Supervisory Board, or directly, indirectly or jointly holds or controls no less than two percent of the shares or voting rights of the Bank pledges his/her shares of the Bank, he/she shall make filing to the Board of Directors in advance, which shall state the basic information of the pledge, including the reasons for the pledge, the number of shares involved, the term of pledge and the particulars of the pledgee. Where the Board of Directors considers the pledge to be materially adverse to the stability of the Bank’s shareholding, corporate governance, as well as the control of risk and related party transaction, no filing shall be made. The director(s) nominated by a shareholder proposing to pledge his/her shares of the Bank shall abstain from voting at the Board meeting at which such proposed filling is considered.

Upon the completion of registration of the pledge of equity interests, the shareholders involved shall provide the Bank with the relevant information in relation to the pledge of equity interests in a timely manner, so as to facilitate the risk management and information disclosure requirement of the Bank.

Shareholders shall not pledge the Bank’s shares if the outstanding balance of the loans they have borrowed from the Bank exceeds the audited net equity value held by them in the Bank in the previous year.

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When the amount of equity interest in the Bank pledged by a shareholder reaches or exceeds fifty percent of his/her shareholding in the Bank, the voting right of such shareholder at the shareholders’ meeting and the voting right of his/her appointed director at the Board of Directors shall be restricted.

Article 52 A controlling shareholder and the actual controller of the Bank shall not jeopardize the interests of the Bank by taking advantage of his connection with the Bank and shall assume responsibility of compensation for violation of this provision and losses caused to the Bank.

A controlling shareholder and the actual controller of the Bank have a duty of fidelity to the Bank and other public shareholders. The controlling shareholder shall exercise the rights of contributors in strict compliance with the laws, shall not jeopardize legitimate rights and interests of the Bank and other public shareholders by profit distribution, assets reorganization, external investments, capital occupation or loan guarantee or by taking advantage of its controlling status.

Chapter 7 Shareholders’ Meeting

Section 1 General

Article 53 The shareholders’ meeting should be the organ of authority of the Bank and shall exercise the following duties and powers in accordance with law:

(i) to decide on the business policies and investment plans of the Bank;
(ii) to elect and replace directors and decide on matters concerning the remuneration of relevant directors;
(iii) to elect and replace supervisors who are not representatives of the staff and workers, and decide on matters concerning the remuneration of relevant supervisors;
(iv) to examine and approve the report of the Board of Directors;
(v) to examine and approve the report of the Supervisory Board;
(vi) to examine and approve the Bank’s proposals on the annual financial budgets and final account;
(vii) to examine and approve plans for profit distribution and the making-up of losses of the Bank;
(viii) to pass resolutions on the increase or reduction of the Bank’s registered capital;

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(ix) to pass resolutions regarding the listing of the Bank;
(x) to pass resolutions regarding the repurchase of shares by the Bank pursuant to laws;
(xi) to examine and approve the rules of procedures for the shareholders’ meeting, the Board of Directors and the Supervisory Board;
(xii) to examine and authorize the Board of Directors to decide within three years to issue not more than 50% of the issued shares;
(xiii) to decide to issue preference shares and decide or authorize the Board of Directors to decide the matters related to the issued preference shares of the Bank, including but not limited to making decision on repurchase or conversion of or distribution of dividends on such preference shares;
(xiv) to pass resolutions regarding the issuance of corporate bonds, or to authorize the Board of Directors to pass resolutions regarding the issuance of corporate bonds;
(xv) to pass resolutions on merger, division, dissolution, liquidation or change of corporate form of the Bank;

(xvi) to amend the Articles of Association;

(xvii) to pass resolutions on the appointment, dismissal of accounting firms who conduct regular statutory auditing for financial reports of the Bank by the Bank;
(xviii) to examine and approve any guarantee provided by the Bank for its shareholders on non-commercial bank businesses, and to examine and approve any guarantee with an amount in one single instalment exceeding 1% of the Bank’s total assets provided by the Bank for non-shareholders on non-commercial bank businesses;
(xix) to examine proposals raised by shareholders who individually or jointly hold more than 1% of the total issued voting shares of the Bank;
(xx) to examine the purchase and transfer of material assets within a year which account for more than 30% of the latest audited total assets of the Bank;
(xxi) to examine and approve the change of the use of funds raised by the Bank;
(xxii) to examine and approve share option scheme and employee shareholding scheme;
(xxiii) to examine other issues which require approvals by the shareholders’ meeting as stipulated by laws, administrative regulations, departmental rules and relevant regulations of the securities regulatory authority of the jurisdiction where the shares of the Bank are listed as well as the Articles of Association.

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The above duties and powers of the shareholders’ meeting shall not be delegated to the Board of Directors or any other institutions or individuals. Matters that shall be decided by the shareholders’ meeting as stipulated by the laws, administrative regulations, departmental rules, relevant provisions of the securities regulatory authority of the place of listing and the Articles of Association must be considered by the shareholders’ meeting to protect the decision-making power of the shareholders of the Bank on such matters. Where necessary, reasonable and legal, the shareholders’ meeting may authorize the Board of Directors to decide on specific matters related to the matters resolved that cannot or do not need to be decided immediately at the shareholders’ meeting. The content of such authorization shall be clear and specific.

Article 54 Shareholders’ meetings are divided into: annual shareholders’ meetings and extraordinary shareholders’ meetings. The annual shareholders’ meetings shall be convened once a year within six months after the end of each fiscal year.

Article 55 An extraordinary shareholders’ meeting shall be convened within two months from the occurrence of any of the following circumstances:

(i) when the number of directors is less than the statutory minimum number or two – thirds of the number specified in the Articles of Association;
(ii) when the unrecovered loss of the Bank amounts to one-third of the total amount of its share capital;
(iii) when such meeting is requested by shareholder(s), individually or jointly, representing more than 10% of the total voting shares of the Bank;
(iv) when such meeting is requested by more than half of the independent Directors (at least two);
(v) when the Board of Directors deems it necessary;
(vi) when the Supervisory Board proposes the convening of such a meeting;
(vii) in other circumstances as stipulated by laws, administrative regulations, departmental rules, the securities regulatory authority of the jurisdiction where the shares of the Bank are listed or the Articles of Association.

The number of shares represented by shareholders as mentioned in item (iii) above shall be calculated as of the date of the written request.

If the annual general meeting of shareholders or extraordinary general meeting of shareholders is not held within the period stipulated by the relevant laws and regulations, the Bank shall report in writing to the regulatory authority with reasons.

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Article 56 The physical shareholders’ meeting of the Bank shall be convened in the city in which the Bank is located.

The shareholders’ meeting shall be convened in a physical venue. Facilities may be provided to allow shareholders to attend the meeting through online voting. Shareholders participating in the shareholders’ meeting by the above means are deemed to be present at such meeting.

Section 2 Convening of Shareholders’ Meeting

Article 57 The independent Directors shall have the right to jointly propose to the Board of Directors to convene extraordinary shareholders’ meeting. The Board of Directors shall, in accordance with laws, administrative regulations and the Articles of Association, make a written response on whether or not it agrees to convene such meeting within ten days upon receipt of such proposal.

If the Board of Directors agrees, a notice of convening such meeting shall be issued within five days after passing the resolution of the Board of Directors. If the Board of Directors refuses, it shall provide an explanation and issue an announcement accordingly.

Article 58 The Supervisory Board shall have the right to propose to the Board of Directors in writing to convene an extraordinary shareholders’ meeting. The Board of Directors shall make a written response on whether or not it agrees to convene such meeting within ten days upon receipt of such proposal in accordance with laws, administrative regulations and the Articles of Association.

If the Board of Directors agrees, a notice of convening such meeting shall be issued within five days after passing the resolution of the Board of Directors. Consent of the Supervisory Board must be sought if the resolution contained in the notice is different from the original one.

If the Board of Directors refuses or fails to response within ten days upon receipt of such proposal, the Board of Directors shall be deemed to be unable or have failed to perform convene and preside over the shareholders’ meeting.

Article 59 Shareholders may request the Board of Directors to convene an extraordinary shareholders’ meeting or a class shareholders’ meeting by the following procedures:

Shareholders individually or jointly representing 10% or more of total voting shares of the Bank shall have the right to request the Board of Directors to convene an extraordinary shareholders’ meeting in written. The Board of Directors shall make a written response on whether or not it agrees to convene such meeting within ten days upon receipt of such request in accordance with laws, administrative regulations and the Articles of Association.

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If the Board of Directors agrees, a notice of convening such general or class meeting shall be issued within five days after passing the resolution of the Board of Directors. Consent of the relevant shareholders must be sought if the resolution contained in the notice is different from the original one.

If the Board of Directors refuses or fails to response within ten days upon receipt of such request, the shareholders individually or jointly presenting 10% or more shares with voting rights in the proposed extraordinary shareholders’ meeting shall have the right to propose to the Supervisory Board to convene such general or class meeting in writing.

If the Supervisory Board agrees thereto, a notice of convening such general or class meeting shall be issued within five days upon receipt of such proposal. Consent of the relevant shareholders must be sought if the resolution contained in the notice is different from the original one.

If the Supervisory Board fails to give the notice of such general or class meeting within the specified period, it shall be deemed to have failed to convene the meeting and shareholders individually or jointly presenting more than 10% of the Bank’s shares with voting rights at the proposed meeting for more than 90 consecutive days shall have the right to convene and preside over the meeting.

Article 60 An extraordinary shareholders’ meeting shall be convened upon submission to the Board of Directors by more than half and not fewer than two of the external supervisors.

Article 61 If the Supervisory Board or the shareholders proposes to convene the shareholders’ meeting on its or their own, the Board of Directors shall be informed in writing and the relevant documents shall be filed with the stock exchange.

The total voting shares presented by shareholders convening such meeting shall not be less than 10% prior to the announcement of the resolution of the shareholders’ meeting.

The Supervisory Board or shareholders convening such meeting shall submit relevant supporting documents to the stock exchange when issuing the notice of shareholders’ meeting and the resolution announcement.

Article 62 The Board of Directors and the secretary to the Board of Directors shall provide assistance as necessary for the shareholders’ meeting convened by the Supervisory Board or shareholders. The Board of Directors shall provide the register of shareholders as at the record date of the shares.

Article 63 Necessary costs of meeting convened by the Supervisory Board or the shareholders shall be borne by the Bank.

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Section 3 Proposal and Notice of Shareholders’ Meeting

Article 64 The content of the proposal shall be within the scope of duties and powers of the shareholders’ meeting and shall have a clear item in the agenda and specific matters to be resolved as well as being in compliance with the laws, administrative regulations and applicable provisions of the Articles of Association.

Article 65 The Board of Directors, the Supervisory Board, as well as shareholders individually or jointly holding not less than 1% of the total voting shares shall be entitled to propose their resolutions to the shareholders’ meeting of the Bank.

Shareholders individually or jointly holding not less than 1% of the total voting shares of the Bank may submit an interim proposal to the meeting convener in writing ten days prior to the date of the shareholders’ meeting. Convener of the shareholders’ meeting shall issue supplemental notice of the meeting setting out the content of such interim proposal within two days after the receipt of such proposal, and submit the same to the shareholders’ meeting for consideration, except where such interim proposal violates the provisions of laws, administrative regulations or the Articles of Association, or is not within the scope of authority of the shareholders’ meeting.

Except in the circumstances provided in the above paragraph, the convener shall not amend any proposal set out in the notice of meeting or add any new proposal subsequent to the publication of such notice.

The shareholders’ meeting shall not adopt resolutions on proposals that have not been specified in the notice of shareholders’ meeting or not in compliance with Article 64 of the Articles of Association.

Article 66 When the Bank is to convene an annual general meeting, a written notice shall be sent 20 days prior to the meeting is convened. When the Bank is to convene an extraordinary general meeting, a written notice shall be sent 15 days before the meeting is convened.

Article 67 A notice of the shareholders’ meeting must be in written form and shall contain the following particulars:

(i) the time, venue and duration of the meeting;
(ii) the matters to be considered at the meeting and the proposals;
(iii) a prominent statement stating that an ordinary shareholder (including shareholders of preference shares with restored voting rights) entitled to attend and vote in the meeting is entitled to appoint one or more proxies to attend and vote on his or her behalf and such proxy need not be a shareholder;

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(iv) the record date on which the shareholders are eligible to attend the meeting;
(v) the name and phone number of the contact person of the meeting;
(vi) time and procedures of voting through internet or other ways.

Article 68 Where the elections of director and supervisor will be discussed at the shareholders’ meeting, the notices of the shareholders’ meeting shall contain the details of the proposed directors and supervisors including at least the following particulars:

(i) personal particulars such as education background, working experience and any part-time positions;
(ii) whether there is any connected relationship with the Bank or the controlling shareholders and actual controller of the Bank;
(iii) their shareholding in the Bank;
(iv) whether there is any penalties or punishments imposed by the CSRC and other related departments or the stock exchange.

Article 69 Notice of a shareholders’ meeting shall be issued in the form of an announcement. For shareholders of foreign shares listed overseas (whether or not entitled to vote at the meeting), such notice may be dispatched by delivery or prepaid mail to their addresses as shown in the register of shareholders.

Article 70 The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

Article 71 Once the notice of shareholders’ meeting is issued, the meeting shall not be postponed or cancelled, proposals contained in the notice shall not be withdrawn, and the venue shall not be changed without proper reasons. In the event of postponement, cancellation and change, the convener shall make announcement to state the reasons at least two working days prior to the original date of meeting.

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Section 4 Convening of Shareholders’ Meeting

Article 72 The Board of Directors or other conveners shall take necessary measures to maintain the order of shareholders’ meeting. Behaviours of disrupting the interests of shareholders shall be stopped and reported to relevant departments for investigation promptly.

Article 73 Any shareholder entitled to attend and vote at a meeting of the Bank shall be entitled to appoint one or more other persons (whether a shareholder or not) as his or her proxy to attend and vote on his behalf, and a proxy so appointed shall:

(i) have the same right as the shareholder to speak at the shareholders’ meeting;
(ii) have authority to demand a poll or join in such a demand; and
(iii) have the right to vote by hand or on a poll, except that the proxy of a shareholder who has appointed more than one proxy may only vote on a poll.

If the shareholder is an authorized clearing house as defined in the Hong Kong Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) or its agent, such shareholder is entitled to appoint one or more persons as his or her proxy to attend and vote at the meeting or as his or her representative at any class meeting. If more than one person is appointed as proxy, the proxy forms shall state clearly the number of shares and the class of shares represented by each of the proxies. The proxy appointed may represent the authorized clearing house or its agent to exercise its rights as if such person is an individual shareholder of the Bank.

Article 74 The instrument appointing a proxy shall be in writing signed by the appointer or his attorney duly authorized in writing. If the appointer is a legal entity, it shall either be executed under seal or be signed by an attorney duly authorized.

Article 75 Individual shareholders shall present their identity cards or other valid documents or proof, or the share certificates which can prove their identities when attending the meeting in person. For persons attending the meeting by proxy, the proxies shall present their own valid identity documents, the proxy forms issued by the legal representative of the corporate shareholder in written, and the relevant share certificates.

Corporate shareholders shall attend the meeting by legal representatives or their proxies. Legal representatives attending the meeting shall present their own identification cards, valid proofs showing their qualification as the legal representatives and the relevant share certificates. Proxies attending the meeting shall present their own identification cards, instrument of proxy issued by the legal representatives of the corporate shareholders in written in accordance with laws and the relevant share certificates.

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Article 76 Proxy form used by shareholders to appoint others to attend the shareholders’ meeting shall contain the following contents:

(i) name of the proxy;
(ii) whether or not having the right to vote;
(iii) instruction of voting for or against or abstain from each of the matters to be discussed on the agenda of the shareholders’ meeting;
(iv) date of issuance and term of validity of the proxy form;
(v) signatures or seals of the appointers. If the appointers are domestic corporate shareholders, seals of the corporate shall be affixed.

Article 77 Any format of blank proxy form issued by the Board of Directors of the Bank to the shareholders for the appointment of proxies shall provide the shareholder with free choice to instruct their proxies to cast an affirmative or negative vote, and to give separate instructions on each proposal to be voted at the meeting. The proxy form shall state that the proxy may vote at his or her discretion if the appointer does not give any instruction.

Article 78 If the proxy form is signed by a person authorized by the appointer, the power of attorney or other authorization document shall be notarized and placed together with the proxy form authorizing the proxy to vote at the registered office of the Bank or other place designated in the notice of meeting.

Where the appointer is a legal person, the legal representative or the person authorized by the resolution of its board of directors or other decision-making body shall attend the shareholders’ meeting of the Bank.

The Bank has the power to request a proxy representing any shareholders to attend the shareholders’ meeting to produce his or her own identification document.

If a corporate shareholder appoints its representatives to attend a meeting, the Bank has the power to request such representatives to produce his or her own identification document and copies of notarized resolutions or power of attorney authorized by its board of directors or other competent body of such corporate shareholders (except for authorized clearing house or its agents).

Article 79 The attendance records of the meeting shall be prepared by the Bank. The records shall include the names (or company names) of participants, the ID card numbers, resident addresses, numbers of voting shares held or represented, class of shares and names (or company names) of appointers.

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APPENDIX I ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

Article 80 The convener and the lawyer appointed by the Bank shall verify the legitimacy of shareholders’ qualification in accordance with the register of shareholders provided by the securities registration and clearing authority and shall register the names (or company names) of shareholders as well as the number of voting shares held by them. Before the chairman of the meeting declares the number of shareholders and proxies as well as the total number of voting shares held by them, the registration for meeting shall be terminated.

Article 81 All directors, supervisors and the secretary of the Board of Directors shall attend the shareholders’ meeting, and presidents as well as other senior executives of the Bank shall be present as non-voting delegates.

Article 82 The shareholders’ meetings shall be presided over by the Chairman of the Board of Directors, or the vice chairman of the Board if the Chairman is unable or fails to perform his or her duties (in case the Bank has two or more vice chairpersons, the one jointly elected by more than half of the directors shall be the chairman of the meeting), or the director elected by over half of the directors if the vice chairman of the Board of Directors is unable or fails to perform his or her duties.

Shareholders’ meetings convened by the Supervisory Board shall be presided over by the chairman of the Supervisory Board, or the vice chairman of such board if the chairman is unable or fails to perform his or her duties, or the supervisor elected by more than half of the supervisors if the vice chairman of such board is unable or fails to perform his or her duties.

Shareholders’ meetings convened by the shareholders shall be presided over by a representative proposed by the convener.

In a shareholders’ meeting, where the chairman violates the rules of procedure of the meeting and resulting in the failure of continuing of the meeting, a chairman may be elected by more than half of the attending shareholders with voting rights so as to carry on with the shareholders’ meeting. Article 83 The Bank shall formulate the rules of procedure for shareholders’ meeting to specify the convention and voting procedures of a shareholders’ meeting, including the notification, registration, consideration and approval of proposals, polling, vote counting, announcement of results, formation of a resolution, minutes and their signatures, announcements, as well as the principles of the authorization granted to the Board of Directors by the shareholders’ meeting. The content of the authorization shall be clear and specific. Rules of procedure of the shareholders’ general meeting shall be drafted by the Board of Directors as an annex to the Articles of Association, and submitted to the shareholders’ meeting for approval.

Article 84 At the annual shareholders’ meeting, the Board of Directors and Supervisory Board shall report their works in the previous year to the shareholders. Each independent Director shall also submit their working reports.

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Article 85 Except for confidential information of the Bank which must not be disclosed at the shareholders’ meeting, the Board of Directors, Supervisory Board and senior executives shall answer and explain enquiries and suggestions from shareholders at the shareholders’ meeting.

Article 86 Chairman of the meeting shall announce the number of shareholders and proxies attending the meeting as well as the total number of voting shares represented by them, which shall be subject to the numbers stated in the attendance record of the meeting register, prior to voting.

Article 87 The shareholders’ meeting shall maintain the minutes of meetings which shall include the following particulars:

(i) date, location, agenda and name (or company name) of the convener of the meeting;
(ii) name of the chairman and names of the director(s), supervisor(s), president(s) and other senior executives present or present as non-voting attendees at the meeting;
(iii) number of shareholders or their proxies present at the meeting, number of voting shares held by them and its proportion to the total number of shares of the Bank;
(iv) discussion, key points of the speech and voting result of each proposal;
(v) inquiries or suggestions of the shareholders and the corresponding answer or explanation;
(vi) names of the lawyer(s), tally clerk and scrutineer;
(vii) other contents required to be recorded in the meeting minutes by the Articles of Association.

Article 88 The convener shall ensure the truthfulness, accuracy and completeness of the meeting minutes. Directors, supervisors and the Board secretary attending the meeting, convenor or his or her representative and the chairman of the meeting shall sign on the meeting minutes. The minutes shall be kept together with the signature book of shareholders attending the meeting, instruments of proxy as well as all valid materials of voting through internet or other ways for permanent retention.

Article 89 The convener shall ensure that the shareholders’ meeting is held continuously until final resolutions are reached. In the event that the shareholders’ meeting is adjourned or resolutions fail to be reached due to force majeure or other special reasons, necessary measures shall be adopted to resume the meeting as soon as possible or the meeting shall be concluded immediately, and an announcement shall be promptly published accordingly. The convener shall also report the same to the local agent of CSRC and the stock exchange of the place where the Bank locates.

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Section 5 Voting and Resolution of Shareholders’ Meeting

Article 90 Ordinary shareholders and/or their proxies are entitled to the voting right in proportion to their voting shares and shall have one vote for each share held. Holders of preference shares with restored voting rights are entitled to voting right based on the principal amount of each preference share held in accordance with the relevant issuing terms.

As for class voting, each preference share (excluding preference shares with restored voting rights) is entitled to one vote.

Ordinary shares and preference shares held by the Bank do not carry any voting rights and shall not be counted into the total voting shares of different classes held by the shareholders present at the shareholders’ meeting.

Voting from minority investors shall be counted separately when approving material matters which may affect the interests of the minority investors. The voting result shall be disclosed to the public timely.

Where a shareholder’s purchase of voting shares of the Bank violates the provisions of paragraphs 1 and 2 of Article 63 of the Securities Law, the voting rights of the portion of shares which exceeds the specified limit shall not be exercised within 36 months after purchase, and such shares shall not be included in the total number of voting shares held by shareholders attending the general meeting.

The Board of Directors, independent Directors and shareholders holding more than 1% of the voting shares or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the securities regulatory authority under the State Council may solicit from other shareholders their voting rights at the shareholders’ meeting. Solicitation of voting rights shall have no consideration and sufficient information of specific voting intentions shall be provided to the relevant shareholders. Except for statutory conditions, the Bank shall not impose any restriction relating to the minimum shareholdings for the solicitation of voting rights.

Pursuant to applicable laws and regulations and the listing rules of the place where the shares of the Bank are listed, if any shareholder is unable to exercise his or her voting rights or is restricted to voting only for or against any particular proposal, any vote cast by or on behalf of such shareholder in contravention to such requirements or restrictions shall not be counted.

Article 91 Resolutions of shareholders’ meeting shall be divided into ordinary resolutions and special resolutions.

To adopt an ordinary resolution, votes representing more than one half of the voting rights represented by the shareholders who have voting rights (including shareholders’ proxies) present at the meeting must be exercised in favor of the resolution.

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To adopt a special resolution, votes representing two-thirds or more of the voting rights represented by the shareholders who have voting rights (including shareholders’ proxies) present at the meeting must be exercised in favor of the resolution.

Article 92 The following matters shall be decided by an ordinary resolution at a shareholders’ meeting:

(I) the procedural rules for shareholders’ meeting, the Board of Directors and the Supervisory Board;
(II) work reports of the Board of Directors and the Supervisory Board;
(III) plans formulated by the Board of Directors for the distribution of profits and for the making up of losses;
(IV) appointment and removal of the members of the Board of Directors and members of the Supervisory Board, their emoluments and method of payment;
(V) annual financial budgets, final accounts of the Bank;
(VI) the annual report of the Bank;
(VII) the engagement or dismiss of the accounting firms who conduct regular statutory audit on the financial reports of the Bank;
(VIII) other matters unless otherwise required to be approved by special resolutions in accordance with the applicable laws and regulations or otherwise as stipulated by the Articles of Association.

Article 93 The following matters shall be approved by a special resolution at a shareholders’ meeting:

(i) the increase or decrease of share capital and the issuance of shares of any class, warrants for share subscription and other similar securities;
(ii) the issue of debentures of the Bank or authorizing the Board of Directors to make resolutions on the issue of corporate bonds;
(iii) the listing of the Bank or authorizing the Board of Directors to decide within three years to issue not more than 50% of the issued shares;
(iv) the separation, spin-off, merger, change of corporate form, dissolution or liquidation of the Bank;

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(v) amendments to the Articles of Association;
(vi) dismissal of independent directors;
(vii) any purchase or sale of our material assets within one year, or provision of guaranty to others on non-commercial bank businesses within one year where the amount exceeds 30% of the total amount of the Bank’s assets as audited in the latest period;
(viii) consideration and approval of employees’ share option scheme or share incentive plans proposal;
(ix) deciding or authorizing the Board of Directors to decide the matters related to the issued preference shares of the Bank, including but not limited to making decision on repurchase or conversion of or distribution of dividends on such preference shares; and
(x) any other matters prescribed by the applicable laws and regulations or the Articles of Association, or resolved by the shareholders at a shareholders’ meeting, by an ordinary resolution, to be of a nature that may have a material impact on the Bank and should be adopted by a special resolution.

Article 94 Holders of preference shares are not entitled to attend shareholders’ meetings and the preference shares held by them shall have no voting rights. However, the Bank shall notify the holders of the preference shares upon the occurrence of any of the following circumstances in accordance with procedures for issuing notice to ordinary shareholders stipulated herein. The holders of preference shares shall then have rights to attend the shareholders’ meeting to consider and approve the following matters by class voting separately from the ordinary shareholders. Each preference share held by the holders of the preference shares shall have one vote, except for preference shares held by the Bank which shall have no voting rights:

(1) any amendment to the provisions regarding preference shares in the Articles of Association;
(2) any decrease(s) of the registered capital of the Bank by more than 10% in a single event or in aggregate;
(3) any merger, division, dissolution or change in form of incorporation;
(4) issuance of preferences shares;
(5) any other circumstances specified by laws and regulations or the Articles of Association.

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APPENDIX I ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

Any resolutions on the foregoing matters shall be approved by ordinary shareholders representing more than two thirds (2/3) of the total voting rights of the ordinary shareholders present, in person or by proxy, at the meeting (including the holders of preference shares with restored voting rights) and by holders of preference shares representing more than two thirds (2/3) of the total voting rights of the holders of preference shares present, in person or by proxy, at the meeting (excluding the holders of preference shares with restored voting rights).

Article 95 Without prior approval by the shareholders’ meeting in the form of a special resolution, the Bank shall not enter into any contract with any person other than the directors and other senior executives of the Bank whereby the management of all or any important business of the Bank is to be entrusted to such person.

Article 96 When related party transactions are being considered at the shareholders’ meeting, all shareholders who are interested in such transactions (including ordinary shareholders and holders of preference shares) shall abstain from voting, and the voting shares held by them shall not be counted as valid voting shares. Announcement of the resolutions of the shareholders’ meeting shall sufficiently disclose the votes casted for such non-connected shareholders.

The connected shareholders shall abstain from voting shall not exercise voting rights on behalf of other shareholders.

Article 97 When the shareholders’ meeting votes on the election of directors and supervisors, the cumulative polling system may be implemented in accordance with the Articles of Association and the provisions of the Rules Governing the Implementation of the Cumulative Voting System of China Minsheng Banking Corp., Ltd. or the resolution of the shareholders’ meeting.

The election of each of the proposed directors and supervisors may be adopted by cumulative polling or in the form of a single proposal submitted to the shareholders’ meeting.

The Board of Directors shall provide the shareholders with the biographies and basic background information of the proposed directors and supervisors in form of an announcement according to the provisions of Article 68 herein.

Article 98 Except for cumulative polling, each of the proposals of the shareholders’ meeting shall be voted in sequence, and different proposals concerning the same matter shall be voted in order when the proposals are submitted. Except in the event of force majeure or other special reasons resulting in the termination of the shareholders’ meeting or that the failure of reaching the resolutions, any proposals proposed at the shareholders’ meeting shall not be set aside or reserve for voting.

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When considering and approving the matters regarding the issuance of preference shares, the following matters shall be considered and approved separately:

(1) the type and number of preference shares;
(2) method and placees of the issuance and arrangement of placing to existing shareholders;
(3) nominal value, offer price or pricing range and the basis of pricing;
(4) ways for holders of preference shares participating in profit distribution, including dividend rate and its basis, conditions for distribution of dividends, payment method of dividend, any accumulation of dividend and the right to participate in the distribution of remaining profits;
(5) terms of repurchase, including the conditions, periods and price of repurchase and the basis of determination and the body to exercise the rights (if any);
(6) use of proceeds;
(7) conditional share subscription contract entered into between the Company and subscribers (if any);
(8) effective period of the resolution;
(9) proposed amendments to the Articles of Association of the Bank regarding the relevant terms of profit distribution policy for holders of preference shares and ordinary shareholders, distribution of remaining assets, restoration of voting of preference shares, etc;
(10) authorization to the Board to deal with the matters relating to the issuance;
(11) other matters.

Article 99 Proposals submitted to the shareholders’ general meeting for consideration shall not be amended at the meeting. Otherwise, the amended proposal shall be deemed as a new one and shall not be voted at such meeting.

Article 100 The same right of voting shall only be exercised either by voting on site, voting online or other means. The first voting result shall prevail for any multiple voting of the same voting right.

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Article 101 Any vote of shareholders at a general meeting must be taken by ballot, except where the chairman of the meeting decides in good faith to allow a vote by show of hands on a resolution purely on a procedural or administrative matter.

Article 102 Before a proposal is submitted for voting at a shareholders’ meeting, two shareholders shall be nominated as representatives to participate in vote counting as well as to act as scrutineer. If a shareholder has any related party relationship in any matter to be considered, such shareholder and his or her proxy shall neither participate in vote counting nor act as scrutineer.

During the voting on a proposal at the shareholders’ meeting, the lawyers, representatives of shareholders and supervisors and designated persons appointed under the Hong Kong Listing Rules shall be jointly in charge of counting the votes and scrutinizing the voting process. The voting result shall be announced at the meeting and recorded in the meeting minutes.

Shareholders and their proxies who cast their votes via internet or other ways are entitled to check the voting results through the corresponding voting systems.

Article 103 The on-site shareholders’ meeting shall not end earlier than which is held online or other methods. Chairman of the meeting shall announce the vote and the result of each resolution, and based on the result of the vote, announce whether a resolution is passed.

Article 104 Prior to the formal public announcement of the voting results, the Bank, the tally clerk, scrutineer, substantial shareholders and internet service providers who involved in the voting on site, via internet or through other channels at the shareholders’ meeting, are liable to keep confidential about the voting results.

Article 105 Shareholders attending the shareholders’ meeting shall give their opinions to every proposal submitted at the meeting as any one of the following: “For”, “Against” or “Abstain” unless declared by securities registration and clearing institutions, acting as the nominal holders of the shares of the trading interconnection mechanism between the mainland and Hong Kong stock markets, according to the actual intention.

Any vote that is not filled, incorrectly filled or with unrecognizable writing or not casted votes shall be deemed as having waived the voting rights and the corresponding poll shall be counted as “abstain”.

Article 106 If the chairman of the meeting has any doubt as to the voting result of any proposal being submitted, he or she may have the votes counted. If the chairman does not count the votes, any shareholder who is present in person or by proxy and who disputes the result announced by the chairman may demand to have the votes counted immediately after the announcement of results, and the chairman shall have the votes counted immediately.

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Article 107 When convening a shareholders’ meeting, the Bank shall engage legal advisers to provide legal opinions and make public announcements on the follow issues:

(i) whether the procedures of convening and holding the meeting comply with laws, administrative regulations and the Articles of Association;
(ii) whether the qualifications of attendees and convener is legal and valid;
(iii) whether the procedure and result of voting is legal and valid;
(iv) legal opinions on other matters as requested by the Bank.

Article 108 The Bank shall announce the voting results of the shareholders’ meeting in a timely manner in accordance with the relevant provisions of laws and regulations and the listing rules of the stock exchange on which the Bank’s shares are listed.

Article 109 If a proposal is not passed or any proposal adopted at a previous meeting is altered at the shareholders’ meeting, relevant details shall be specified in the notice of the results of the shareholders’ meeting.

Article 110 Any resolution concerning the election of director and/or supervisor being passed at a shareholders’ meeting shall specify the terms of office of such newly elected directors and/or supervisors.

Chapter 8 Special Procedures for the Voting of Class Shareholders

Article 111 Shareholders holding different classes of shares are referred to as class shareholders. Class shareholders shall enjoy rights and assume obligations in accordance with the relevant laws, administrative regulations and the Articles of Association of the Bank.

Article 112 If the Bank proposes to change or abrogate the rights of class shareholders, it may do so only after such change or abrogation has been approved by a special resolution of the general meeting of shareholders and by separate meeting of shareholders convened by the affected class shareholders in accordance with Article 114 to Article 118.

Article 113 In the following circumstances, the rights of a certain class of shareholders shall be deemed to be changed or abrogated:

(1) an increase or decrease in the number of shares of such class or an increase or decrease in the number of shares of a class having voting rights, distribution rights or other privileges equal or superior to those of the shares of such class;

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(2) conversion of all or part of the shares of such class into shares of another class or conversion of all or part of the shares of another class into shares of such class or the grant of the right of such conversion;
(3) cancellation or limitation of the rights to accrued dividends or rights to cumulative dividends attached to shares of such class;
(4) limitation or cancellation of a dividend preference or a liquidation preference attached to shares of such class;
(5) the addition, cancellation or limitation of conversion privileges, options, voting rights, transfer or preemptive rights attached to shares of such class, or rights to obtain securities of the Bank;
(6) cancellation or limitation of rights to receive payment payable by the Bank in particular currencies attached to shares of such class;
(7) creation of a new class of shares with voting rights, distribution rights or other privileges equal or superior to those of the shares of such class;
(8) the restrictions of the transfer or ownership of the shares of such class or any addition to such restriction;
(9) the issuance of rights to subscribe for, or conversion into shares in the Bank of such class or another class;
(10) the increase of the rights and privileges of the shares of another class;
(11) the capital restructuring of the Bank where the proposed restructuring will result in different classes of shareholders bearing different degrees of responsibility;
(12) amendment or cancellation of the provisions of this Chapter.

Article 114 Class shareholders affected, whether or not originally entitled to vote at the general meetings, shall be entitled to vote at class meetings in respect of matters concerning Article 113 (2) to (8), (11) and (12), with the exception of the interested shareholders.

The aforesaid “interested shareholders” shall mean:

(1) in the case of a repurchase of shares by the Bank on pro rata basis offered by the Bank to all shareholders in accordance with Article 33 hereof or in open market on a stock exchange, “interested shareholders” shall refer to shareholders with any of the following conditions:
the person, acting alone or in concert with others, may elect more than half of the directors;

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the person, acting alone or in concert with others, may exercise more than 30% voting rights of the Bank or may control the exercise of more than 30% voting rights of the Bank;
the person, acting alone or in concert with others, holds more than 30% outstanding shares of the Bank;
the person, acting alone or in concert with others, actually controls the Bank in other ways;
(2) the shareholders who are parties to an agreement pursuant to which shares are repurchased by the Bank in an over-the-counter market in accordance with Article 33 hereof;
(3) the shareholders who assume less responsibilities than other shareholders of the same class or those shareholders who have different rights and interests from other shareholders of the same class in the case of a capital restructuring of the Bank.

Article 115 Resolution of class shareholders’ meeting shall be adopted by votes representing two-thirds or more of the voting rights of shareholders of that class presented at “class shareholders’ meetings” according to Article 114.

Article 116 The period of written notice of a “class shareholders’ meeting” shall be the same as the period of written notice of a general shareholders’ meeting to be convened simultaneously. The written notice shall inform all shareholders in the share register of that class of the matters to be considered as well as the time and place of the meeting.

Article 117 The notice of “class shareholders’ meeting” shall only be served on shareholders who are entitled to vote at the meeting.

The procedure for conducting general meeting of shareholders contained in the Articles of Association shall, mutatis mutandis, apply to “class shareholders’ meeting”.

Article 118 In addition to other classes shareholders, holders of domestic shares and overseas-listed foreign-invested shares shall be deemed as shareholders of different classes.

The special procedures for approval by a class of shares shall not apply in the following circumstances:

(1) where the Bank issues, upon the approval by a special resolution of its shareholders in a shareholders’ meeting, either separately or concurrently once every 12 months, not more than 20% of each of its existing issued domestic shares and/or overseas-listed foreign-invested shares;
(2) where the Bank’s plan to issue domestic shares and overseas-listed foreign-invested shares at the time of its establishment is carried out within 15 months from the date of approval of the securities regulatory authority of the State Council.

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APPENDIX I

Chapter 9 The Board of Directors

Section 1 Directors

Article 119 Directors of the Bank shall be natural persons and do not need to hold the shares of the Bank.

The directors of the Bank include executive directors and non-executive directors (including independent directors). Executive directors refer to directors who, in addition to being directors of the Bank, also assume the responsibilities of senior management. Non-executive directors refer to directors who do not hold any position other than director in the Bank and do not assume the responsibilities of senior management. Independent directors refer to persons who meet the requirements of Article 133 hereof.

Directors of the Bank shall be equipped with professional knowledge and working experiences required by the positions and shall be in line with the regulations on qualifications of banking regulatory authorities under the State Council. The qualification of directors shall be approved by banking regulatory authorities under the State Council.

Article 120 Directors shall be elected and removed by the shareholders’ meeting and each office term of directors shall be no more than three years. The office term of directors shall be renewable by re-election and reappointment upon expiration of their terms.

The shareholders’ meeting shall not dismiss any director without cause prior to the expiration of his/her office term. However, the shareholders’ meeting may dismiss any director before expiration of his/her office term by adopting a general resolution in accordance with relevant laws and administrative regulations (excluding the independent directors, a director’s right to raise any claim in accordance with any contract shall not be affected).

When the term of office of a director expires, or when the number of directors is less than the minimum number prescribed by the Company Law or two-thirds of the number prescribed in the Articles of Association, the Bank shall promptly initiate the director election procedure and convene a shareholders’ meeting to elect director(s). The term of office of directors shall be effective from the date of appointment and expired on the expiry date of the office term of the Board of Directors. If reelection is not timely conducted upon expiry of the term of office of a director, such director shall continue to perform his/her duties in accordance with laws, administrative regulations, departmental rules and the Articles of Association until a new director assumes his/her office.

After a director is being elected, the Bank shall enter into a contract with him in time, which specifies rights and responsibilities between the Bank and directors, the office term of directors, directors’ responsibilities for violating laws, regulations, the Articles of Association and contracts, remuneration of directors, and the compensation from the Bank for early termination of the employment contracts.

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Article 121 The nomination and election procedures of directors of the Bank shall be as follows:

(1) Subject to the number of board members stipulated in the Articles of Association and according to the number of directors to be elected, the Nomination Committee of the Board may propose a list of director candidates after an extensive consultation of the shareholders; shareholders who individually or jointly hold 3% or more of the total voting shares of the Bank also have the right to propose candidates to the Board of Directors.
(2) The Nomination Committee of the Board shall conduct a preliminary review on the qualifications and eligibility of the candidates for directors, and qualified candidates shall be considered and approved by the Board of Directors. Upon approval, the Board of Directors shall submit a written proposal for the candidates of directors to the shareholders’ meeting.
(3) Any director candidate shall, prior to the convening of the shareholders’ meeting, make written undertakings that he agrees to accept the nomination, undertakes that the publicly disclosed information is true, accurate and complete, and warrants that he/she will effectively perform his/her duties and functions as a director after he/she is elected.
(4) The Board of Directors shall disclose to shareholders, in accordance with the laws, regulations and the Articles of Association, detailed information of the director candidates before the shareholders’ meeting is convened, so that the shareholders can have sufficient knowledge about the candidates before voting.
(5) Each director candidate shall be voted on an one-by-one basis at the shareholders’ meeting.
(6) In case of urgent need of filling vacant position for directors, the Nomination Committee of the Board of Directors or shareholders who are eligible to make nominations shall propose candidates to the Board of Directors for consideration and approval, and the candidates shall be voted and elected or replaced at the shareholders’ meeting.
(7) The number of director candidates nominated by a shareholder and its related parties shall not exceed one third of the total members of the Board of Directors in principle, except as otherwise prescribed by the State.

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Article 122 If there is any objection raised by shareholders or the Supervisory Board regarding the list of candidates, the shareholders or the Supervisory Board shall have the right to propose new resolution(s) in accordance with the provisions of the Articles of Association. The qualification of such candidate shall be examined by the Nomination Committee and reported to the Board of Directors. The Board of Directors shall decide whether the new resolution(s) shall be proposed in shareholder’s general meeting for consideration.

The election of independent directors shall be made in accordance with the provisions of the Articles of Association.

Article 123 The directors are entitled by law to require Senior Management to provide relevant information reflecting the Company’s operation and management in a comprehensive, timely and accurate manner or give explanations on relevant issues, and supervise the implementation of resolutions of the shareholders’ meeting and the Board by senior management.

The Bank shall take measures to safeguard the directors’ right to information, and ensure the truthfulness and completeness of the information provided; take measures to safeguard the directors’ right to attend Board meetings and provide the working conditions necessary for the directors to perform their duties. When a director exercises his/her power, the relevant personnel of the Bank shall actively cooperate with him/her and shall not refuse, hinder or conceal him or her or interfere unduly with the exercise of his/her power.

Article 124 Directors of the Bank shall have the following duties and obligations of diligence to the Bank in strict accordance with the laws and regulations, regulatory provisions and the Articles of Association:

(1) directors shall exercise the rights vested by the Bank prudentially, carefully and diligently to ensure that the commercial operations of the Bank conform to the laws, administrative regulations and various requirements of economic policies of the State and its commercial activities shall not go beyond the business scope specified in the Business License;
(2) directors shall be accountable to the Bank and all shareholders in performing their duties and treat all of the shareholders equally, especially when making decisions on matters that may have diverse impacts on different shareholders;
(3) directors shall stay focused on the Bank’s business operation and management status and keep abreast of the Bank’s corporate governance, strategic management, operation and investment, risk management, internal control and compliance, financial accounting, etc.;

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(4) directors shall attend Board meetings on time, fully review the matters considered by the Board of Directors, express their opinions independently, professionally and objectively, and vote independently on the basis of prudent judgment;
(5) directors shall be responsible for the resolutions of the Board of Directors and to supervise the implementation of the resolutions of the shareholders’ meeting and the Board of Directors by the senior management;
(6) periodic reports have been signed with a written confirmation and shall ensure verity, accuracy and integrity of information disclosed by the Bank;
(7) directors shall actively participate in training organized by the Bank and regulatory bodies, understand the rights and obligations of directors, be familiar with relevant laws and regulations and regulatory requirements, and have the necessary expertise and ability to perform their duties;
(8) related information and materials have been provided faithfully to the Supervisory Board according to the facts and shall not hinder the Supervisory Board from exercising their duties and powers;
(9) directors shall stick to a high standard of professional ethics and take into account the legitimate rights and interests of stakeholders;
(10) directors shall perform their duties with due diligence and prudence, and ensure that they have sufficient time and energy to perform their duties;
(11) directors shall proactively pay attention to the evaluation of the Bank by regulatory authorities, market intermediaries, the media and the public, and follow up on the rectification and accountability of the problems identified by regulatory authorities;
(12) other obligation of duties of diligence stipulated in laws, administrative regulations, departmental rules and provisions of the Articles of Association.

Article 125 The directors of the Bank shall perform the following obligations of faithfulness towards the Bank in strict accordance with the laws and regulations, regulatory requirements and the Articles of Association:

(1) not to take advantage of their positions to accept bribes or other illegal income, or misappropriate the property of the Bank;
(2) not to misappropriate the fund of the Bank;
(3) not to deposit the assets or fund of the Bank in the account opened in their personal names or in any other individual’s name;

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(4) without approval of the meeting of shareholders and the Board, not to lend the fund of the Bank to other persons or utilize the property of the Bank to provide guarantee for other persons;
(5) not to sign contracts or conduct transactions with the Bank in violation of provisions of the Articles of Association or without approval of the meeting of shareholders or the Board;
(6) without approval of the meeting of shareholders or the Board, not to take advantage of the position to seek business opportunities that should belong to the Bank for themselves or others, or operate the same kind of business as the Bank for themselves or others;
(7) not to accept commissions for transactions with the Bank as their own;
(8) not to disclose the Bank’s secrets without authorization;
(9) to report the related party relations, concerted action relations and changes to the Board in time according to relevant regulations, and strictly abide by the relevant regulations on related party transactions and avoidance of duty performance, and not to jeopardize the interests of the Bank by taking advantage of their related party relations;
(10) to truthfully inform the Bank of their full-time and part-time jobs to ensure that their employment meets regulatory requirements and that there is no conflict of interest with the Bank;
(11) to report to the Board or the regulatory authorities on their own initiative when shareholders, other entities or individuals are found to improperly interfere with or restrict the Bank;
(12) not to accept improper benefits in the course of performing their duties, not to take advantage of their position and status to seek personal interests or misappropriate the property of the Bank, and not to harm the interests of the Bank for the interests of shareholders;
(13) Other obligations of faithfulness under the laws, administrative regulations, departmental rules and the Articles of Association.

The income obtained by the directors in violation of the provisions of this article shall belong to the Bank. The directors shall assume responsibility of compensation for losses caused to the Bank.

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Article 126 No director can act on behalf of the Bank or the Board of Directors in his/her own name, unless otherwise provided herein or legally authorized by the Board of Directors. When any director acts in his/her own name, and there is a possibility that a third party may reasonably believe that the director is representing the Bank or the Board of Directors, the director shall state his/her stand and capacity in advance.

Article 127 Subject to the relevant provisions of the laws, administrative regulations and the securities regulatory authorities of the jurisdiction in which the Bank’s shares are listed, no director or any of its associates (as defined in Hong Kong Listing Rules) shall vote in respect of the resolution(s) regarding the contracts, transactions, arrangements or other matters in which he/she has material interest(s), and such director shall not be counted into the quorum of the meeting.

Article 128 Directors shall devote sufficient time to perform their duties. Directors shall attend at least two-thirds of the on-site meeting of the Board of Directors in person.

Directors failing to attend the meeting of the Board of Directors twice consecutively or failing to attend the meeting without assigning other directors to attend for them shall be deemed as unable to perform their duties and the Board of Directors shall suggest the shareholders’ meeting to remove them.

An independent Director shall not work in the Bank for less than 15 working days per year.

The directors who serve as the chairman of Audit Committee, the Related Party Transactions Supervision Committee and the Risk Management Committee shall spend no less than 20 working days per year with the Bank.

Article 129 Directors of the Bank may resign before the expiration of their term by submitting written resignation to the Board of Directors. The Board of Directors shall disclose relevant information within two days.

If the number of directors is less than the statutory minimum number of directors or two-thirds of the number stipulated in the Articles of Association as a result of resignation of directors, the directors who resigned shall perform the duties of directors before the new director takes office. When the Bank is in the process of substantial risk disposal, the directors shall not resign without the approval of the banking regulatory authority of the State Council.

Save as the situation mentioned in the preceding clause, resignations of the directors shall be deemed as valid since the day on which their resignations are delivered to the Board of Directors.

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If the number of directors is less than the statutory minimum number of directors or the minimum number required for voting by the Board of Directors as a result of any other circumstances in which the directors are unable to perform the duties of Directors, the authority of the Board of Directors shall be exercised by the General Meeting of Shareholders until the number of directors meets the requirements.

Article 130 The directors shall conduct transferring procedures to the Board of Directors upon resignation or expiration of the term of office. Their fiduciary duties towards the Bank and its shareholders shall not be discharged before the resignation being valid or within reasonable period after validation of the resignation or within reasonable period after expiration of the term of office, and shall remain valid within one year.

Article 131 The director shall assume responsibility of compensation for losses of the Bank for his/her violation of laws, administrative regulations, departmental rules and provisions of the Articles of Association when performing his/her duties. If the director causes damage to others while performing his/her duties, the Bank shall assume responsibility of compensation. If the director acts with intent or gross negligence, he/she shall also assume responsibility of compensation.

Article 132 The Bank purchases liability insurance for the compensation liability assumed by directors in performing their duties in the Bank.

After the Bank purchases liability insurance for directors or renews it, the Board shall report to the shareholders’ meeting on the insured amount, coverage and premium rate of the liability insurance.

Section 2 Independent Directors

Article 133 The Bank shall have independent Directors. Independent Directors are referred to as directors who do not serve in other positions of the Bank and do not have relations with the Bank or its shareholders, de facto controllers that may interfere their independent and objective judgments of the Bank’s affairs.

Article 134 An Independent Director shall fulfill the following general qualifications:

(1) obtains qualifications to serve as a director of a listed commercial bank in accordance with the laws, administrative regulations and other relevant provisions;
(2) obtains university education or above, or obtains relevant middle professional qualifications or above;
(3) fulfills the independence requirement specified in the Articles of Association;

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(4) is equipped with a basic knowledge of the operation of listed commercial banks, and is familiar with relevant laws, administrative regulations, rules and regulations;
(5) is able to read, understand and analyze commercial bank’s credit statistics and financial statements;
(6) has more than five years of legal, economic, accounting, financial, management, commercial banking or other working experience required for fulfilling responsibilities of independent directors;
(7) ensures sufficient time and energy to perform duties effectively and commits to the duty of good faith and diligence;
(8) meets the requirements of the local and overseas regulatory authorities and applicable listing rules regarding the qualifications of independent directors and other conditions for serving as a director as stipulated in these Articles of Association.

Article 135 In addition to the persons prohibited from serving as directors of the Bank, independent Directors shall be independent persons, and the following persons shall not serve as independent directors:

(1) A person and his/her close relative directly or indirectly, individually or jointly holding 1% or more of the shares in issue of the Bank;
(2) A person or his/her close relative holding a position in any shareholder which directly or indirectly holding 1% or more of the shares in issue of the Bank;
(3) A person or his/her close relative, main social relationship holding a position in the Bank, entities under the control or de facto control of the Bank;
(4) Persons or their close relative holding a position in any entity that is unable to repay the loan of the Bank on time;
(5) Staff providing financial, legal, consultation, sponsorship or other services to the Bank, controlling shareholders, de facto controllers or their respective subsidiaries, or a person who or whose close relative holds a position in any entity which has a business relationship with the Bank in relation to law, accounting, auditing, management consultancy and guarantee cooperation or has interest in credits or debts of the Bank, thus impeding his/her independence in the performance of duties;

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(6) A person who or whose close relative whom may be controlled or imposed significant impact by the Bank, substantial shareholders of the Bank and senior management of the Bank, thus impeding his/her independence in the performance of duties;
(7) Natural person shareholders and their close relatives of the top ten shareholders of the Bank or persons and their close relatives holding positions in top five shareholders of the Bank;
(8) Person not allowed to serve as independent directors by the banking regulatory authority of the State Council and the securities regulatory authority of the State Council;
(9) Person not allowed to serve as independent directors by laws, regulations, normative documents and provisions of the Articles of Association.

In this article, close relatives are referred to as spouse, parents, children, siblings, grandparents, maternal grandparents, grandchildren and maternal grandchildren; main social relationship are referred to as brothers and sisters, spouse’s parents, children’s spouse, spouse of brothers and sisters, and brothers and sisters of spouses, etc.

Article 136 Independent Directors shall be nominated and elected in accordance with the following requirements:

(1) Candidates of independent Directors may be nominated by any shareholder(s) holding 1% or more of the total voting shares of the Bank individually or collectively, the nomination committee of the Board of Directors or the Supervisory Board of the Bank and shall be elected by the shareholders’ general meeting, Shareholders and their related parties who have already nominated non-independent directors shall not re-nominate an independent director.
(2) Nominators shall seek the consent of the nominees prior to the nomination; possess full acquaintance of the occupation, education level, professional qualification, detailed working experiences, all part-time jobs and whether there is any bad record such as major breach of trust of the nominees; and provide opinions regarding the nominees’ independence and other conditions to serve as independent Directors. Nominees shall make a public statement regarding their independence and other conditions to serve as independent Directors.
(3) Before convening the shareholders’ meeting for the election of independent Directors, the Board of Directors of the Bank shall announce the above information as required, and submit all information of the nominees to the banking regulatory authority of the State Council, and stock exchanges on which the shares of the Bank are listed. If the Board of Directors of the Bank has any disagreement on the relevant circumstances in which the person is nominated, written opinions of the Board of Directors shall be submitted at the same time.

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Article 137 The office term of independent directors shall be the same with other directors of the Bank. The office term of independent directors of the Bank shall be renewable upon re-election and reappointment upon its expiration, but shall not exceed six years in the aggregate.

A natural person may serve as independent directors in a maximum of five domestic and overseas enterprises at the same time, may serve as independent directors in a maximum of three domestic listed companies in principle, and shall not serve as independent directors in more than two commercial banks at the same time. For those who also serve as independent directors in banking and insurance institutions, the relevant institutions should have no associated relationship and conflict of interest with the Bank.

Article 138 Independent directors who fail to attend three times consecutively the meetings of the Board of Directors shall be deemed as unable to perform his or her duties, the Bank shall convene a shareholders’ meeting within three months to dismiss the director from his or her position and elect a new independent director. Before the expiration of the term of office of an independent director, the Bank may dismiss the director from his or her position by legal procedures. In the event of early dismissal, the Bank shall timely disclose the particular reasons and bases. Should the independent director have any objection, the Bank shall disclose the same in a timely manner.

Article 139 The independent directors may resign before the expiration of their term of office. For resignation, the independent directors shall submit a written resignation to the Board of Directors, to disclose any matters that are related to his or her resignation or that he or she considers necessary to bring to the attention of the shareholders and creditors. The Bank shall disclose the reasons of resignation of independent directors and any matters of concern.

If an independent director does not meet the requirements of Article 134 (1) or (3) of the Articles of Association, he or she shall immediately cease to perform his or her duties and resign. If he or she does not submit resignation, the Board shall immediately dismiss him or her from his or her position in accordance with the relevant regulations upon realizing such fact or having known such fact.

If the proportion of independent directors in the Board or special committees does not meet the requirements of the laws, regulations or the Articles of Association as a result of resignation of any independent director, or there is no accounting professional among independent directors, the independent director shall continue to perform his or her duties before the new independent director takes office, except for resignations and dismissals due to non-compliance with Article 134 (1) or (3) of the Articles of Association. The Bank shall complete the reelection of independent directors within the time limit stipulated by the regulatory authorities.

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Article 140 Independent Directors may exercise the following particular powers:

(1) independently engage an intermediary institution to audit, consult or verify specific matters of the Bank;
(2) propose to the Board of Directors to convene an extraordinary shareholders’ meeting;
(3) propose to convene a meeting of the Board of Directors;
(4) publicly solicit shareholder rights from shareholders in accordance with the laws;
(5) express independent opinions on matters that may harm the interests of the Bank or minority shareholders;
(6) other powers stipulated by the laws, administrative regulations, the securities regulatory authority of the State Council and the Articles of Association.

Independent Directors shall exercise the powers listed in (1) to (3) of the preceding paragraph with the consent of more than half of all independent Directors.

The Bank shall disclose in a timely manner when independent Directors exercise the powers listed in (1) of the preceding paragraph. If the above powers cannot be exercised normally, the Bank shall disclose the specific circumstances and reasons.

Where the laws, administrative regulations or regulatory authorities provide otherwise, such provisions shall prevail.

Article 141 In addition to the above duties, independent Directors shall provide their independent opinions on the following matters at the shareholders’ meeting or the meeting of the Board of Directors:

(1) Nomination, appointment and removal of any director;
(2) Appointment and dismissal of any senior management;
(3) Profit distribution plans;
(4) Remuneration of Directors and senior managements;
(5) Major related party transactions;
(6) The engagement or dismissal of the accounting firm that performs the regular statutory audit of the Bank’s financial statements;

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(7) Other matters that may have a material impact on the Bank, minority shareholders and the legal rights and interests of financial consumers;
(8) Laws, regulations, regulatory documents and other matters stipulated in the provisions of the Articles of Association.

Article 142 To ensure effective performance of functions by independent Directors, the Bank shall provide the necessary conditions for the independent Directors as follows:

(1) To ensure that independent Directors have the right to know as other directors may have. In respect of matters which are subject to the Board’s approval, a notice shall be served on the independent Directors in advance within the stipulated timeframe and sufficient information shall be provided. Independent Directors may require supplementary if they think the information is insufficient. When more than two independent Directors believe that the information is insufficient or the evidences are not definite, they may collectively propose the Board of Directors in written form to postpone the meeting of the Board of Directors or to defer a vote of the matters, and the Board of Directors shall accept the proposal.

The information provided to Independent Directors by the Bank shall be kept for not less than ten years by the Bank and the Independent Directors.

(2) The Bank shall provide working conditions to independent Directors necessary for them to perform their duties. The secretary of the Board of Directors shall actively provide assistances, such as briefing and providing information, etc. If independent opinions, proposals and written descriptions provided by independent Directors shall be announced publicly, the secretary of the Board of Directors shall arrange the publication of announcements in the relevant stock exchange timely.
(3) For fulfill ling of their duties by independent Directors, relevant personnel of the Bank shall actively cooperate and may not reject, obstruct or hide or interfere in the independent exercise of their functions.
(4) The Bank shall pay for the reasonable costs of the appointment of intermediary agencies and other expenses reasonably incurred for the exercise of the Independent Directors’ power.
(5) The Bank shall pay appropriate allowances to Independent Directors. The payment standard shall be formulated by the Board of Directors, approved by the shareholders’ meeting and disclosed in the annual report of the Bank.

Except the above allowance, Independent Directors shall not receive any other additional undisclosed benefits from the Bank and its substantial shareholders or their interested entities and persons.

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Article 143 Independent Directors shall independently and faithfully carry out their duties in accordance with laws, administrative regulations, departmental rules and the Articles of Association, to safeguard interests of the Bank as a whole, and particularly safeguard the legal rights and interests of minority shareholders and financial consumers from the influenced of shareholders, de facto controllers, senior management or other entities or individuals who have an interest in the Bank.

In the event of any significant deficiencies or failures in the corporate governance mechanism of the Bank, the independent Directors shall promptly report the relevant information to the regulatory authorities. Except for reporting the relevant information to the regulatory authorities in accordance with the requirements, the independent directors shall keep the secrets of the Bank.

Section 3 The Board of Directors

Article 144 The Bank shall establish a Board of Directors, which shall be responsible to the shareholders’ meeting.

Article 145 The Board of Directors shall consist of 12 to 18 directors, of whom non-executive directors (including independent directors) shall comprise not less than two-thirds and independent directors shall comprise not less than one-third. There shall be two to three executive directors.

The Board of Directors of the Bank shall have a chairman and a certain number of vice chairmen, who shall be elected by more than half of all directors.

Article 146 The Board of Directors shall exercise the following functions and powers:

(1) convening shareholders’ meetings and reporting on its performance to shareholders at the shareholders’ meetings;
(2) implementing resolutions of the shareholders’ meetings;
(3) deciding on operational plans and investment plans of the Bank;
(4) formulating annual financial budgets and audited accounts of the Bank;
(5) formulating profit distribution plans and plans for recovery of losses of the Bank;
(6) formulating proposals for increases in or reductions of registered share capital, issuance of bonds or other securities and listing plans of the Bank;
(7) formulating proposals for material acquisitions, purchase of the shares, merger, separation, dissolution or change of the nature of company;

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(8) within the scope authorized by the shareholders’ meetings, deciding on external investments, asset acquisitions, asset sales, asset disposals and write-offs, pledges of assets, external guarantees, connected transactions, entrusted wealth management, external donations, etc. of the Bank;
(9) regularly assessing and improving the Bank’s corporate governance;
(10) formulating the Bank’s development strategy and supervising its implementation;
(11) formulating the Bank’s capital planning and assuming ultimate responsibility for capital or solvency management;
(12) formulating the Bank’s risk appetite and tolerance, material risk management and internal control policies, conducting regular studies and evaluation on the soundness, reasonableness and effectiveness of internal control and assuming ultimate responsibility for overall risk management;
(13) deciding on the establishment of the internal management structure of the Bank;
(14) appointing or removing the president, the secretary of the Board of Directors and chief audit officer of the Bank based on the recommendations of the chairman of the Board of Directors; appointing or removing senior management, including vice presidents, assistant to president, financial person-in-charge, chief risk officer, chief information officer and business director, of the Bank based on the recommendations of the president and deciding on matters relating to their emoluments and awards or punishment, and supervising senior management in the performance of duties;
(15) formulating proposals for any amendment to these Articles of Association;
(16) formulating the rules of procedure for shareholders’ meetings and the Board of Directors, and considering and approving the work rules of special committees under the Board of Directors;
(17) studying and determining the chairmen and members of the special committees under the Board of Directors;
(18) establishing the basic management system of the Bank;
(19) assuming responsibility for the management of the Bank’s shareholder affairs;
(20) auditing related party transaction that shall be considered and approved by the shareholders’ meeting in accordance with laws and regulations; considering and approving related party transactions that shall be considered and approved by the

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Board of Directors in accordance with laws and regulations, making special reports to the shareholders’ meeting on the implementation of the related party transaction management system, the operation of the Related Party Transaction Supervision Committee, and the overall situation of related party transactions, and reporting to the banking regulatory authority of the State Council, assuming ultimate responsibility for the related party transaction management;

(21) approving for internal audit charter of the Bank, medium and long-term audit plans and annual work plan, and assuming ultimate responsibility for the establishment, operation and maintain of internal audit system, as well as the independence and effectiveness of internal audit;
(22) considering and approving the Bank’ s compliance policy, supervising its implementation, and assuming ultimate responsibility for the compliance of the Bank’s business activities;
(23) establishing and practicing a high standard of professional ethics;
(24) being responsible for Bank’s information disclosure, and assuming ultimate responsibility for truthfulness, accuracy, integrity and timeliness of the accounting and financial reporting;
(25) proposing to the shareholders’ general meeting the appointment or dismissal of the accounting firm that conduct the regular statutory audit of the Bank’s financial reports;
(26) reviewing working reports of the president of the Bank and examining and guiding the performance of the president;
(27) informing the supervisory opinion of the supervisory authorities on the Bank and the Bank’s rectification;
(28) determining the Bank’s green finance development strategy, approving the green finance targets set by senior management and the green finance reports submitted, and supervising and evaluating the implementation of the Bank’s green finance development strategy;
(29) formulating strategies, policies and objectives for the protection of consumer rights and interests of the Bank, providing overall planning and guidance for the protection of consumer rights and interests, performing duties related to the protection of consumer rights and interests, and assuming ultimate responsibility for the protection of consumer rights and interests;

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(30) safeguarding the legitimate rights and interests of financial consumers and other stakeholders;
(31) performing duties related to anti-money laundering and antiterrorism financing, and assuming the ultimate responsibility;
(32) formulating the consolidated management policy, reviewing and approving major issues related to consolidated management, establishing periodic review and evaluation mechanism for consolidated management, and assuming the ultimate responsibility for consolidated management;
(33) considering and approving of major issues related to data governance, and assuming the ultimate responsibility for data governance;
(34) establishing and completing the performance files of directors;
(35) deciding on matters related to the issued preference shares of the Bank within the scope of authorization of shareholders’ meeting, including but not limited to making decisions on repurchase, conversion and payment of dividends;
(36) exercising any other power prescribed by the applicable laws, administrative regulations and departmental rules, as well as these Articles of Association and the shareholders’ meeting.

The resolutions of the above matters of the Board of Directors shall be approved by more than half of all directors, but for the cases of (4), (5), (6), (7), (8), (14), (15), (25), (35), the resolutions shall be approved by two thirds of all directors. Other matters that shall be approved by a vote of at least two-thirds of the directors as stipulated by laws, administrative regulations, rules and regulations and the Articles of Association shall be governed by their provisions.

Matters beyond the scope of authorization of shareholders’ meetings of the Bank shall be proposed in shareholders’ meetings for consideration and approval.

The Party Committee’s research and discussion is the preparatory procedure for the Board of Directors to decide on major issues. The Board of Directors shall listen to the opinions of the Party Committee in advance when making decisions on major issues of the Bank.

Article 147 The Board of Directors has the ultimate responsibility for the management of the Bank’s equity affairs. The Chairman of the Bank shall be the first person responsible for the handling of the Bank’s equity affairs. The secretary to the Board of Directors assists the Chairman and is the person directly responsible for the handling of equity affairs.

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The Board of Directors is responsible for establishing a mechanism to identify, review and manage conflicts of interest between the Bank and its shareholders, in particular substantial shareholders, and to assess the qualifications of substantial shareholders, the fulfilment of commitments, the implementation of the terms of the Bank’s Articles of Association or agreements, and compliance with laws, regulations and supervision, and to submit the assessment report to the banking regulatory authority of the State Council in a timely manner at least once a year.

The Board of Directors shall assume responsibility for the management of the Bank’s substantial shareholders’ commitments, including organizing the formulation of a system for the management of shareholders’ commitments, the management of the file of substantial shareholders’ commitments and the assessment of substantial shareholders’ commitments. The Board of Directors shall make a proposal to take measures against the shareholder who has breached the commitment, which shall be implemented after consideration and approval by the Bank’s general meeting, and the relevant shareholder or their representatives shall recuse themselves from voting.

Article 148 The Board of Directors shall explain the modified audit opinion provided by a registered accounting firm in respect of the Bank’s financial statements in the shareholders’ meeting.

Article 149 The Board of Directors shall formulate the rules of procedures for the Board of Directors and submit to the shareholders’ meeting for approval and implement to ensure the execution of the resolutions of the shareholders’ meeting and the efficiency and scientific decision-making of the Board of Directors.

Article 150 The Board of Directors shall ensure the limits for its power on matters such as foreign investments, asset acquisitions, asset sales, asset pledges, external guarantees, entrusted wealth management, related transactions and external donations of the Bank, and establish strict procedures for reviewing and decision-making. Material investments and assets disposals shall be reviewed by relevant specialists and professionals and proposed to the Board of Directors or in the shareholders’ meeting for approval in accordance with relevant provisions of laws, regulations and regulatory documents.

Article 151 The Bank shall manage its related party transactions strictly according to regulations of the regulatory authorities.

Related party transactions are referred to as following activities involving transfer of the interests between the Bank and related parties:

(1) granting credits;
(2) transfer of assets;

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(3) providing services; and
(4) deposits and other related party transactions specified by the banking regulatory authority of the State Council, listing rules of the Shanghai Stock Exchange, Listing Rules of the Hong Kong Stock Exchange and other laws, regulations and regulatory authorities.

Article 152 According to the net capital and operating circumstances of the Bank, related party transactions of the Bank shall be classified into general related party transactions and material related party transactions.

A material related party transaction shall refer to a transaction between the Bank and a single related party with an amount of above 1% of the net capital of the Bank at the end of last quarter, or above 5% of the net capital of the Bank at the end of last quarter on an aggregated basis. When the accumulated transaction amount between the Bank and a single related party reaches the standards in the preceding paragraph, the subsequent related party transactions shall be re-recognized as material related party transactions every time they reach more than 1% of the net capital at the end of last quarter.

Material related party transactions shall be reviewed by Related Party Transactions Supervision Committee of the Bank and approved by the Board of Directors. Resolutions made at the meeting of the Board of Directors shall be approved by more than two-thirds of the non-affiliated directors. If the number of non-affiliated directors attending the Board meeting is less than three, it shall be submitted to the general meeting of shareholders for approval.

For related party transactions subject to the approval of shareholders’ meeting, the procedures in accordance with the requirements of the regulatory authorities and relevant provisions of the Articles of Association shall be performed.

General related party transactions shall refer to other related party transactions other than material related party transactions.

General related party transactions shall be reviewed in accordance with the Bank’s internal management system and authorization procedures, and reported to Related Party Transactions Supervision Committee of the Board for filing.

Article 153 The meetings of the Board of Directors are divided into regular meetings and extraordinary meetings.

Article 154 Regular Meetings of the Board of Directors shall be held at least four times every year and be convened by the chairman of the Board. Notice of the meeting shall be served on all of the directors and supervisors in writing 14 days before the date of the meeting and the relevant meeting documents shall be served at least 10 days before the meeting.

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Article 155 Extraordinary meetings of the Board of Directors may be proposed to convene by shareholders representing more than one tenth of voting rights, the chairman, the president, and more than one third of directors, or the Supervisory Board, more than two independent directors or supervisory departments. The chairman shall convene and preside over the extraordinary meeting of the Board of Directors within 10 days after receiving such proposal.

Article 156 An extraordinary meeting convened by the Board of Directors of the Bank shall be notified to all Directors and Supervisors in writing five working days prior to the meeting.

Article 157 The notice of a meeting of the Board of Directors shall include:

(1) time, venue, manner and duration of the meeting.
(2) convener of the meeting;
(3) proposals for the meeting;
(4) associates and their contact information;
(5) issuance date of the notice;
(6) the requirement that a director should attend the meeting in person or proxy another director to attend the meeting on his or her behalf.

Article 158 Meetings of the Board of Directors may be convened in both on-site meetings and by written summons.

On-site meetings refer to meetings where participants can be guaranteed to communicate and discuss instantly through on-site, video, and telephone. The Bank shall record the on-site meetings of the Board of Directors by means of audio, video recording and etc.

Subject to the laws and regulations and the relevant provisions of the Articles of Association, meetings of the Board of Directors of the Bank may be convened by written summons, and resolutions on proposals may be made by separate delivery of deliberations or by circulation of deliberations.

Article 159 Meetings of the Board of Directors shall be held only if one-half or more of the directors are present. Resolutions of the Board of Directors shall be approved and adopted by more than half of all directors. Each director shall have one vote.

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Resolutions regarding material events including profit distribution, remuneration, material investments and disposal of major assets, engagement or dismissal of senior management, and capital replenishment underline not be voted by written circular and shall be approved and adopted by more than two thirds of all directors.

Article 160 If any director is connected with any enterprise or individual involved in the matter to be resolved in the meeting of the Board of Directors, such director shall promptly submit a written report to the Board of Directors. Such director with connected relations should neither exercise his/her voting right on such matter, nor exercise voting right on behalf of other directors, and his/her voting right shall not be counted towards the total voting rights. The meeting of the Board of Directors may be held only if one-half or more of the directors without connected relations are present and resolutions shall be adopted only by more than half of the directors without connected relations in the matter to be resolved. When directors with no connected relations in the matter present at the meeting of the Board of Directors are less than three, the Board of Directors shall submit such proposals to the shareholders’ meeting.

Article 161 The resolution of the Board of Director may be voted on by both on-site meeting and written circular.

Article 162 Directors shall attend the meeting of the Board of Directors in person. If a director cannot attend the meeting in person due to some reason, he/she may entrust another director in writing to attend the meeting on his/her behalf, but an independent director may not entrust a non-independent director to attend the meeting on his/her behalf. In principle, a director shall be entrusted by a maximum of two directors who fail to attend the meeting in person. At the time of considering related party transactions, a non-related director shall not entrust related directors to attend the meeting on his/her behalf.

The proxy letter shall specify the proxy’s name, entrusted matters, authority domain and the valid term, and shall be affixed with the signature or seal of the consignor.

The director who attends the meeting of the Board of Directors on behalf of another director shall exercise the right of the consignor within the scope of authorization. If any director fails to attend the meeting of the Board of Directors or entrust a proxy to be present on his/her behalf, he/she shall be deemed to have waived his/her voting rights at that meeting.

Article 163 The Board of Directors shall make a meeting record of the decisions on the matters discussed at the onsite meeting. Directors present at the meeting, the secretary of the board of the minutes shall sign their names on the minutes. Directors present at the meeting shall have the right to record his/her explanations for their statements made in the meeting. If any director has different opinions on the minutes of the meeting, he/she may attach a note upon signature.

Minutes of the meetings of the Board of Directors shall be filed by the secretary of the Board of Directors for the Bank’s record for ever.

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Directors shall be responsible for the resolutions of the meetings of the Board of Directors. If any resolution violates any laws, rules, these Articles of Association or the resolution of the shareholders’ meeting and causes the Bank to suffer losses, the directors who were involved in the resolution shall be liable for compensation to the Bank while the directors who are certified by the minutes of the meeting as having voted against the resolution are not liable for the losses.

Article 164 Minutes of the meetings of the Board of Directors shall include the following contents:

(1) date, venue and name of convener of the meetings;
(2) agenda of the meetings;
(3) names of attending directors and directors entrusted by others to attend the meetings (proxies);
(4) summaries of directors’ statements;
(5) voting form and result of each resolution (including the number of votes of agreeing, objecting or abstaining);
(6) other content required to be recorded by laws, administrative regulations, departmental rules and normative documents.

Section 4 Special Committees of the Board of Directors

Article 165 The special committees of the Board of Directors are accountable to the Board of Directors, and provide professional suggestions to the Board of Directors in making decisions or are authorized by the Board of Directors to make decisions on professional matters.

Article 166 The Board of Directors of the Bank shall establish special committees, including Strategic Development and Consumer Rights Protection Committee, Risk Management Committee, Audit Committee, Related Party Transactions Supervision Committee, Nomination Committee, and Remuneration and Assessment Committee. Each special committee shall be composed of directors with expertise or work experience appropriate to the duties of the special committee and shall consist of no less than three members.

The Audit Committee, Nomination Committee and Remuneration and Assessment Committee shall consist of a majority of independent directors, who shall serve as chairman; the chairman of the Audit Committee shall be an accounting professional and its members shall have expertise and work experience in finance, auditing, accounting or law, etc., and they shall

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not be senior management of the Bank; the Risk Management Committee and Related Party Transactions Supervision Committee shall consist of not less than one-third of independent directors in principle, who shall serve as chairman of the Related Party Transactions Supervision Committee.

Article 167 The main functions and duties of Strategic Development and Consumer Rights Protection Committee shall be as follows:

(1) studying and considering long-term development strategies and long-and mediumterm development outlines, and making recommendations to the Board of Directors, including but not limited to:
studying and considering long-and medium-term strategic objectives of the Bank;
studying on the business model of operation and development of the Bank and considering development direction and operational structure of the Bank;
studying and considering plans and channels for capital replenishment, including profit distribution policy and profit distribution plan, considering the strategic capital allocation (capital structure, capital adequacy ratio, etc.) and asset and liability management objectives of the Bank and regularly evaluating the capital management of the Bank based on the development objectives;
considering the annual financial budgets and final account of the Bank based on the development objectives of the Bank;
studying and considering proposals of internal corporate structure of the Bank based on the strategic plans of the Bank and suggestions of the President;
studying and considering development plans of branches of the Bank, including overseas development plans, based on the strategic plans of the Bank and suggestions of the President;
considering other special strategic development plans such as the information technology development strategy and green credit strategy of the Bank based on the strategic planning needs of the Bank.
(2) supervising and evaluating the implementation of the strategies and providing proposals and supervising the implementation of annual operating plans and investment proposals.
(3) providing proposals for adjusting the strategies based on the changes of operating environment.

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(4) studying and considering the development strategy plans and basic management system of the inclusive finance business of the Bank, reviewing the annual business plan, assessment and evaluation methods of inclusive finance and supervising the implementation of the strategies, policies and systems of inclusive finance.
(5) studying and considering consumer rights protection strategies, policies and goals of the Bank, submitting the same to the Board for consideration and performing the following consumer rights protection duties:
regularly listening to and considering the consumer rights protection work report, annual report and work plan and submitting the same to the Board of Directors, studying the major issues and important policies on the consumer rights protection;
guiding and supervising the establishment and improvement of the management system for the consumer rights protection work, and promoting the alignment of relevant system requirements with corporate governance, corporate culture construction and business development strategies;
monitoring the comprehensiveness, timeliness and effectiveness of the work of the senior management and the consumer rights protection department, as well as the disclosure of material information on consumer rights protection, in accordance with regulatory requirements and the execution of consumer rights protection strategies, policies and objectives and the relevant work;
holding meetings, listening to and studying annual audit reports, regulatory circulars and internal assessment results related to consumer rights protection work, and urging the senior management and relevant departments to implement timely rectification of all issues identified.
(6) considering and proposing suggestions to the Board on the fulfilment of social responsibility in respect of the economic, environmental and social welfare undertakings.
(7) studying and considering major matters related to data strategy and data governance, and urging the senior management to improve the effectiveness of data governance.
(8) studying and formulating relevant systems for outward investments; proposing suggestions and plans for material investment decisions of the Bank such as investments in fixed assets and equities, supervising the implementation;

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(9) taking change of the consolidation management of the Bank and its subsidiaries, including but not limited to the following duties:
formulating the general framework of the consolidation management;
considering and approving the basic system of consolidation management, considering and approving important matters of consolidation management and supervising the implementation;
establishing a regular examination and evaluation mechanism for consolidation management in accordance with the scale, nature and business of the Bank;
other duties related to consolidation management as stipulated by laws, regulations, rules and the Articles of Association.
(10) studying and formulating relevant systems for merger and acquisition; studying strategies for merger and acquisition and suggesting implementation proposals, including merging targets, acquisition methods and reorganization;
(11) handling other matters prescribed by laws, administrative regulations, rules, the securities regulatory authorities in the place where the Bank’s shares are listed, and authorized by the Board of Directors.

Article 168 The main functions and duties of Risk Management Committee shall be as follows:

(1) studying macro-economic situation, regulations, policies and provisions, etc. promulgated by the regulatory authorities, formulating risk appetite and risk management strategies, reviewing various material risk management policies, ensuring the establishment of risk limits;
(2) examining important risk management provisions and procedures, key issues and plans, improving the risk management structure and process continuously, and supervising senior management in effectively identifying, measuring, supervising, controlling and handling various risks timely;
(3) mastering the management of various types of risks, including but not limited to credit risk, market risk, liquidity risk, operating risk, country risk, reputation risk, compliance risk, anti-money laundering and anti-terrorist financing, etc., listening to and examining comprehensive risk management reports, various special risk reports, risk assessment reports and other risk management-related information reports, giving opinions and recommendations on comprehensive risk management;

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(4) developing risk management survey, assessing and monitoring the soundness and effectiveness of the comprehensive risk management system of the Bank, promptly identifying potential risks and management loopholes, proposing specific rectification requirements and suggestions, and supervising senior management in conducting comprehensive risk management;
(5) supervising and reviewing the handling of material risk events in operation and management, reviewing the disposal plans of material risk events, write-off of large doubtful debts, etc.;
(6) examining information disclosure issues in risk management;
(7) the relevant provisions of the laws, administrative regulations, rules and the securities regulatory authorities of the jurisdiction in which the Bank’s shares are listed, and other events authorized by the Board of Directors.

Article 169 The main functions and duties of Audit Committee shall be as follows:

(1) providing suggestions on the engagement or replacement of external auditors, approving remuneration and terms of engagement of the external auditors, and submitting them to the Board of Directors for consideration.
(2) monitoring the independence and objectiveness of the external auditors, the effectiveness of the audit process; prior to the commencement of an audit, discussing with the external auditors the nature and scope of the audit as well as the reporting duties first; monitoring the Bank’s formulation and implementation of policies for the provision of non-audit services by the external auditors.
(3) examining the financial and accounting policies and practices of the Bank; reviewing the quarterly, interim and annual financial reports of the Bank; giving advice on the truthfulness, completeness and accuracy of the information in the financial reports, and submitting them to the Board of Directors for consideration.

Paying specific attention to the followings: any changes in accounting policies and practices; matters involving significant judgments; material accounting adjustments resulting from auditing; the assumption of continuity management and other reserved opinions; whether or not complying with the accounting standards; whether or not complying with rules on financial reporting places where the Bank is listed and other laws and regulations of the place of listing.

The Audit Committee shall consider any material or unusual matters reflected or may need to be reflected in relevant reports, and shall consider carefully any matters brought up by the personnel responsible for accounting and financial reporting or by the auditors.

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(4) as authorized by the Board of Directors, reviewing the internal auditing rules and other important systems and reports, approving mid-and long term audit plan and annual audit plan, guiding, assessing and evaluating the internal audit and supervising the implementation of internal audit system, and ensuring that sufficient internal resources are assigned and appropriate attention is paid to the internal audit function of the Bank.
(5) monitoring the construction of internal control system of the Bank and organizing self-evaluation of the internal control of the Bank; discussing with the management on the internal control system and ensuring that the management has fulfilled its responsibility to establish an effective internal control system, including sufficiency of necessary resources, qualification and experience of accounting and financial reporting personnel, and the plans and budget for training of relevant employees.
(6) coordinating communication between the management, internal audit and external audit; monitoring the operation management to make rectify problems identified by the internal audit, reviewing management proposal and major special audit proposal by the external auditing firm to the operation management in respect of accounting records, financial accounts or internal control system and coordinating the operation management to respond to such suggestions, and ensuring the Board of Directors to respond to the suggestions to the management by the external auditing firm in a timely manner.
(7) reviewing matters of the Bank regarding the appointment or dismissal of financial person-in-charge, providing professional opinions, and submitting to the Board of Directors for consideration.
(8) reviewing and supervising financial reporting, internal controls or other irregularities by staff of the Bank, to ensure that the Bank handles reporting matters fairly and independently and takes appropriate actions.
(9) handling other matters as prescribed by laws, administrative regulations, rules and regulations, the securities regulatory authorities where the Bank’s shares are listed, and as authorized by the Board of Directors.

Article 170 The main functions and duties of Related Party Transaction Committee shall be as follows:

(1) managing the Bank’s related party transactions and controlling risks according to laws, regulations and formulating basic management systems for related party transactions;
(2) identifying the Bank’s related parties according to laws, regulations, and reporting to the Board of Directors and the Supervisory Board;

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(3) identifying related party transactions of the Bank according to laws, regulations and the Articles of Association;
(4) reviewing and filing the Bank’s related party transactions in accordance with the laws and regulations and fair and just commercial principles and focusing on compliance, fairness and necessity of the related party transactions;
(5) after the Bank’s main related party transactions are reviewed and approved by the Related Party Transaction Committee, they shall be submitted to the Board of Directors for approval, and if they should be submitted to the shareholders’ meeting for consideration in accordance with the laws, administrative regulations, rules and regulations, and the relevant regulations of the securities regulatory authorities where the Bank’s shares are listed, they shall also be approved by the shareholders’ meeting;
(6) reviewing the Bank’s material information disclosures of related party transactions;
(7) leading data governance for related party transactions as delegated by the Board of Directors, and reviewing major data governance matters regarding related party transactions;
(8) handling other matters prescribed by laws, administrative regulations, rules and regulations, provisions of the securities regulatory authorities where the Bank’s shares are listed, and as authorized by the Board of Directors.

Article 171 The main functions and duties of Nomination Committee shall be as follows:

(1) analyzing and assessing the structure, composition and diversity of members of the Board of Directors (including but not limited to the gender, age, cultural and educational background, professional experience, skills, knowledge and length of service) and making suggestions to the Board of Directors for execution of the corporate strategy of the Bank annually;
(2) formulating selection standards and procedures of appointment of directors and senior management and making suggestions to the Board of Directors. When identifying appropriate candidates for directors, the value of the relevant candidates shall be considered, while objective conditions should be fully examined for the benefit of the diversity of members of the Board of Directors;
(3) identifying qualified candidates for directors and the senior management;

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(4) selecting and reviewing the qualification of candidates for directors and senior management and making suggestions to the Board of Directors in relation to the following matters:
nomination, appointment or dismissal of directors;
appointment or dismissal of senior management;
other matters stipulated by the laws, administrative regulations, rules, normative documents and the Articles of Association.
(5) examining the qualification of candidates for independent Directors in terms of independence, professional knowledge, experience and capability;
(6) examining the independence and performance of duties of independent directors on a regular basis;
(7) formulating work procedures for alternative directors and senior management under special circumstances, and nominating candidates for alternative officers as appropriate;
(8) reviewing the time required for Directors to perform their duties on a regular basis;
(9) reviewing the diversification policy for the composition of the Board of Directors, the measurable objectives set up for executing the diversification policy and the fulfillment of such objectives as appropriate, and making disclosure of the review results annually in the “Corporate Governance Report”;
(10) handling other matters prescribed by laws, administrative regulations, rules and regulations, securities regulatory authorities where the Bank’s shares are listed, and that authorized by the Board of Directors.

The Nomination Committee of the Board of Directors shall avoid being influenced by shareholders and exercises its right to nominate directors independently and prudently.

Article 172 The main functions and duties of Remuneration and Assessment Committee shall be as follows:

(1) studying and designing the remuneration policies, remuneration systems and proposals for directors and senior management, and making suggestions to the Board of Directors with respect to the establishment of standard and transparent procedures for the formulation of remuneration policies;

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(2) studying and designing the standards and proposals for the assessment of performance of directors and senior management;
(3) studying and formulating due diligence assessment systems of directors and senior management, making suggestions to the Board of Directors, and performing assessment on a regular basis;
(4) studying and determining the post ranking and salary scale of senior management;
(5) formulating or changing the share incentive schemes and employee shareholding schemes of the Bank and its affiliates, granting rights to incentive objects, determining the achievement of conditions for exercising rights, and making suggestions to the Board of Directors;
(6) directors and senior management arranging shareholding schemes for proposed spin-off of subsidiaries, and making suggestions to the Board of Directors;
(7) reviewing and/or approving matters related to share schemes as described in the Hong Kong Listing Rules;
(8) reviewing material remuneration policies of the Bank, and making improvement suggestions;
(9) studying and designing resignation policies for directors and senior management;
(10) determining the package of incentives and penalties for Directors and senior management, including non-monetary interests, pension rights and amounts of compensation (including compensations for loss or dismissal or termination of office or appointment not due to misconducts), and making suggestions to the Board of Directors;
(11) reviewing and approving compensation arrangements with respect to directors and senior management for their loss or termination of office or appointment, or dismissal or removal due to misconducts, to ensure that such compensation arrangements are in accordance with terms in relevant contracts; if the arrangements fail to comply with the terms of the contracts, the compensation must also be fair and reasonable;
(12) other matters required by the laws, administrative regulations, rules, and the securities regulatory authorities of the place where the shares of the Bank are listed, or delegated by the Board of Directors.

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Article 173 The work rules of each special committee of the Board of Directors shall be separately formulated by the Board of Directors.

Each special committee shall formulate an annual work plan and hold regular meetings.

Article 174 Each special committee may engage intermediary institutions to issue professional advice and the reasonable expenses incurred shall be borne by the Bank.

The Bank shall provide basic working conditions to each special committee necessary to perform its functions and duties.

Section 5 The Chairman

Article 175 The chairman shall exercise the following functions and duties:

(1) presiding over the shareholders’ meeting and convening and presiding over the meetings of the Board of Directors;
(2) proposing the convening of an extraordinary meeting of the Board of Directors;
(3) supervising and inspecting the implementation of resolutions of the Board of Directors;
(4) nominating the composition of the special committees of the Board of Directors and submitting it to the Board of Directors for consideration and decision;
(5) supervising and inspecting the work of the special committees of the Board of Directors;
(6) nominating candidates for president, the Board secretary and chief audit officer of the Bank;
(7) signing significant documents of the Board of Directors and other documents that shall be signed by legal representatives of the Bank;
(8) executing disposal powers in accordance with laws and the interests of the Bank in the case of force majeure events such as exceptionally natural disasters, and reporting to the Board of Directors and shareholders’ meeting thereafter;
(9) executing functions and powers of legal representatives;
(10) other functions and powers conferred by the Board of Directors.

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Article 176 The vice chairman shall assist the chairman. When the chairman cannot or fails to perform his/her duties and powers, the vice chairman shall act on behalf of the chairman (if the Bank shall have two or above vice chairmen, the vice chairman elected by more than half of all the directors shall act on behalf of the chairman); when the vice chairman cannot or fails to perform his/her duties and powers, a director elected by more than half of all the director s shall act on behalf of the chairman.

Chapter 10 President

Article 177 The Bank shall have one president who shall be nominated by the chairman of the Board to the Board of Directors according to the nomination by the Nomination Committee; the chairman of the Board shall not serve as the president of the Bank concurrently. The president may nominate to the Board for the appointment of certain vice presidents of the Bank and other senior management including assistant to the president, financial person-incharge, chief risk officer, chief information officer and business director based on the needs of work. They shall be appointed by the Board. The financial person-in-charge may be appointed separately or assumed concurrently by the vice president in charge of finance.

The senior management is accountable to the Board of Directors and subject to the supervision of the Supervisory Board. The senior management shall actively implement the resolutions of the shareholders’ meeting and the Board of Directors, report the operation and management of the Bank and provide relevant information in a timely, accurate and complete manner as required by the Board of Directors and the Supervisory Board, and conduct operation and management activities in accordance with the Articles of Association and the authorization of the Board of Directors.

Article 178 The president and other senior management of the Bank shall possess the necessary expertise and experience for performing their duties and have the qualifications as required by the banking regulatory authorities of the State Council and the securities regulatory authorities of the State Council. Their appointments shall be approved by the banking regulatory authorities of the State Council.

Article 179 The term of office of the president and other senior management of the Bank shall be 3 years and shall be renewable.

Article 180 Circumstances prohibited any person from serving as a director of the Bank as stipulated in this Articles of Association shall be applicable to the president and other senior management of the Bank.

Appointments of senior management shall be approved by banking regulatory authorities of the State Council if so required. The fiduciary duties and duties of diligence regarding the directors set out herein shall be applicable to the president and other senior management of the Bank.

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Article 181 Persons assuming administrative posts other than directors and supervisors in the controlling shareholders or de facto controllers of the Bank shall not serve as senior management of the Bank. The remuneration of senior management of the Bank shall only be paid by the Bank, and not be paid by controlling shareholders on behalf of the Bank.

Article 182 The president shall be responsible to the Board and exercise the following functions and duties:

(1) in charge of daily operation and management of the Bank, and reporting his work to the Board of Directors;
(2) organizing the implementation of the resolutions of the Board of Directors and the Bank’s annual plans and investment proposals;
(3) drafting plans for the establishment of internal management structure and branches;
(4) formulating the basic management system;
(5) formulating specific regulations of the Bank;
(6) proposing to the Board of Directors the appointment or dismissal of vice president(s), assistant to president, financial person-in-charge, chief risk officer, chief information officer, business director and other senior management;
(7) proposing the appointment or dismissal of chief experts, main person-in-charge of head office departments and branches, president of Credit Card Centre, proposed candidates of chairman of the Board of Directors, chairman of the Supervisory Board and general managers of subsidiaries of the Bank;
(8) deciding on the appointment or dismissal of other management members (other than those required to be appointed or dismissed by the Board of Directors);
(9) determining the remuneration, benefits, incentives and punishment of employees, and deciding on the appointment and dismissal of employees;
(10) proposing the convening of an extraordinary meeting of the Board of Directors;
(11) exercising other powers conferred by these Articles of Association or the Board of Directors.

Vice president(s), assistant to president, financial person-in-charge, chief risk officer, chief information officer, business director, etc. provide assistance to the work of the president.

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Article 183 The president shall be present at meetings of the Board of Directors. However, the president shall have no voting rights at the meetings of the Board of Directors unless he is also a director.

Article 184 The president shall provide reports on the operating result, financial position, risk exposure, execution and performance of major contracts entered into by the Bank, the use of capital, profit and loss and any material litigations and guarantees on non-commercial bank businesses, etc. to the Board of Directors or the Supervisory Board upon their request. The president shall ensure the truthfulness of such reports.

Article 185 When determining remuneration, benefits, safe working conditions, labor insurances, termination of appointment (or dismissal) which may involve the interests of employees, the president shall conduct prior consultation with the labor union and the staff representatives.

Article 186 Terms of reference of presidents shall be formulated by the president and shall be implemented subject to the approval by the Board of Directors.

Article 187 Terms of reference of presidents shall include the followings:

(1) the conditions and procedures for convening a meeting of presidents and eligible participants of the meetings;
(2) specific duties of each of the president and other senior management of the Bank and their division of labor;
(3) authority on the utilization of capital and assets of the Bank and the execution of major contracts and the reporting system to the Board of Directors and the Supervisory Board;
(4) other matters the Board of Directors considered as necessary.

Article 188 The president and other senior management of the Bank shall comply with laws, administrative regulations, rules and the Articles of Association herein and perform the obligations of faithfulness and diligence.

When exercising their powers, the president and other senior management of the Bank shall not make any changes on the resolutions of meetings of shareholders and the Board of Directors and shall not exercise beyond their authorities.

Article 189 President of the Bank may resign before expiration of his term of office. Specific procedures and methods of resignation of president of the Bank shall be prescribed by the provisions of the contract between the president and the Bank.

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Article 190 The president and other senior management of the Bank shall be liable to indemnify any losses of the Bank arising from their violation of laws, administrative regulations, rules and provisions of the Articles of Association when performing duties. If the president and other senior management cause damage to others while performing duties, the Bank shall assume responsibility of compensation. If the president and other senior management act with intent or gross negligence, they shall also assume responsibility of compensation.

Article 191 The senior management shall be free from improper interference by shareholders and the Board of Directors in its operation and management activities within the scope of its authority in accordance with the laws.

Chapter 11 Secretary to the Board of Directors

Article 192 There shall be a secretary to the Board of Directors. The secretary to the Board of Directors is a senior management of the Bank and is responsible to the Board of Directors.

Article 193 The secretary to the Board of Directors shall possess necessary expertise and experience in banking industry and qualification as required by the local and overseas regulatory authorities and applicable listing rules. Circumstances prohibited any person from serving as a director of the Bank as stipulated in these Articles of Association shall be applicable to the secretary to the Board of Directors.

Article 194 Main duties of the secretary to the Board of Directors include the followings:

(1) ensuring the preparation and submission of reports and documents of the Bank according to the requirement of relevant authorities;
(2) ensuring complete set of constitutional documents and records of the Bank;
(3) ensuring timely provision of the relevant documents and records to parties with the relevant right of access;
(4) preparing for the meetings of the Board of Directors and shareholders;
(5) preparing the documents for the meetings of the Board of Directors and shareholders’ meetings and the relevant rules of meetings;
(6) in charge of the information disclosure of the Bank and ensuring the timely disclosure of accurate, legal, true and complete information of the Bank;

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(7) maintaining the registers of shareholders, seals of the Board of Directors and relevant information, and assuming direct responsibility for the management of equity affairs;
(8) other duties and powers stipulated in laws, administrative regulations, rules and provisions of the Articles of Association.

Article 195 The secretary to the Board of Directors shall be nominated by the chairman and be appointed or removed by the Board of Directors. Directors or other senior management of the Bank can concurrently serve as the secretary to the Board of Directors. A director serving as the secretary to the Board of Directors shall not conduct a deed with a dual status as concurrent director and the board secretary if a certain deed requires respective conduction of both the secretary to the Board of Directors and a director.

The Board of Directors and other senior management shall support the secretary to the Board of Directors to perform his/her work. Any internal organization or individual of the Bank shall not interfere in the secretary’s normal performance of his/her duties.

Chapter 12 Supervisory Board

Section 1 Supervisor

Article 196 Each supervisor of the Bank is a natural person, including those who represent shareholders, external supervisor(s) and those who represent employees of the Bank. The supervisors shall be elected at the shareholders’ meeting.

The supervisors of the Bank shall have the necessary expertise and experience for discharging their duties and shall comply with the qualification requirements of the banking regulatory authorities of the State Council.

The Directors and senior management shall not act concurrently as supervisors.

The appointment requirements, etc. of independent directors stipulated herein shall be applicable to the external supervisor.

The circumstances stated herein where the persons shall not be appointed as the director shall also be applicable to the supervisors.

Article 197 The supervisors shall comply with the laws, administrative regulations and the Articles of Association and shall perform the obligation of faithfulness and diligence. The supervisor shall not take advantage of the position to accept bribes or other illegal income, or misappropriate the property of the Company.

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Article 198 In case of delay in the re-election of supervisor upon the expiration of his/her term of office, or resignation of supervisor during his/her term of office resulting in the absence of the quorum of the Supervisory Board, the former supervisor shall discharge his/her duties as stipulated in the laws, administrative regulations and the Articles of Association prior to the assumption of office of the re-elected supervisor.

Article 199 Supervisors shall ensure the truthfulness, accuracy and completeness of the disclosed information of the Company, and signed written confirmation opinions for the periodic reports.

Article 200 Supervisors may attend the Board meeting and make enquiry or suggestion on the resolution of the Board meeting.

Article 201 The term of office of the supervisors is valid from the beginning to the expiration of term of office of the Supervisory Board.

Each term of office of a supervisor shall be 3 years. Supervisors shall not be dismissed by shareholders’ meeting and the meeting of representatives of employees without a cause before the expiration of the term. Supervisors and external supervisors who are the shareholder representatives shall be elected or removed in the shareholders’ meeting. Supervisors who are the employees of the Bank shall be elected or removed in the meeting of representatives of employees. The term of office of supervisors shall be renewable upon re-election and reappointment. The cumulative term of service of external supervisors shall not exceed 6 years.

Article 202 The supervisor(s) may resign before the expiration of his term of office. The resignation of the director stipulated in the Articles of Association shall be applicable to the supervisors.

Article 203 Supervisors shall attend meetings of the Supervisory Board in person upon receipt of the written notice. If a supervisor is unable to attend a meeting for any reason, he/she may appoint another supervisor as his/her proxy in writing to attend the meeting on his/her behalf. An external supervisor may appoint another external supervisor as his/her proxy to attend the meeting.

The power of attorney shall contain the name of the proxy, authorized matters, authorization and term of validity and shall be signed or affixed with a seal by the proxy.

The supervisor who acts as proxy shall exercise their rights within the scope of authorization. The supervisor who is unable to attend the meeting of the Supervisory Board and has not appointed any proxy to attend the meeting on his/her behalf shall be deemed as abandoning his/her voting right in such meeting.

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Article 204 A supervisor who is unable to attend two consecutive meetings of the Supervisory Board in person and unable to appoint a proxy to attend the meeting on his/her behalf shall be deemed as unable to perform his/her duties. The Supervisory Board shall propose to the shareholders’ meeting or the meeting of the representatives of employees on the removal of such supervisor.

In the case of an external supervisor attending less than two-thirds of the total number of meetings of the Supervisory Board in person within one year, the Supervisory Board shall propose to the shareholders’ meeting on their removal. External supervisors shall devote at least 15 working days a year for the Bank.

Article 205 The candidate list of supervisors representing shareholders and external supervisors shall be proposed to the shareholders’ meeting in the form of resolution.

The candidates of supervisors representing shareholders shall be nominated by the Supervisory Board and the shareholders who are solely or jointly holding more than 3% of voting shares in aggregate and shall be elected in the shareholders’ meeting of the Bank.

The candidates of external supervisors shall be nominated by the Supervisory Board and the shareholders who are solely or jointly holding more than 1% of voting shares in aggregate. The external supervisors shall be elected in the shareholders’ meeting of the Bank.

A shareholder and related party thereof who have already nominated the director shall have no right to nominate a supervisor, except as otherwise prescribed by the State.

Article 206 Election of supervisors representing shareholders and external supervisors shall follow the procedures below:

The nominator who nominates the candidate for the supervisor representing shareholder (including the external supervisor) shall obtain prior consent from the nominee with comprehensive understanding of the personal and work background of the nominee and be responsible for providing the bank with the written documents of such information. The candidate shall make commitment in writing that he/she accepts the nomination, ensures the truthful and complete disclosure of information of himself/herself and will discharge the duties of a supervisor upon appointment.

Article 207 The supervisors representing employees shall be nominated by the Supervisory Board and employees of the union and shall be elected in the meeting of the employees’ representatives.

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Article 208 The Supervisory Board comprises the nomination and examination committee. Such committee shall be responsible for seeking the advice of shareholders and collecting the nomination proposals, reviewing whether the qualification of nominees satisfies the requirements of supervisors under the Company Law, the Commercial Banking Law and relevant laws, administrative regulations, department rules and the Articles of Association and submitting findings to the Supervisory Board for review. The Supervisory Board shall propose the report of review to the shareholders’ meeting in the form of resolution for voting. Shareholders (including the proxy of shareholders) who have objections to the candidates shall be entitled to make new proposal as stipulated herein. The nomination and examination committee of the Supervisory Board shall review the qualification of the candidates and report to the Supervisory Board on whether they will propose the candidate list to the shareholders’ meeting for approval.

Article 209 Supervisors who violate the laws, administrative regulations, department rules or the Articles of Association when performing their duties shall be liable for compensation of the losses so incurred.

Article 210 Supervisors shall compensate the Bank for their acts which are prejudicial to the interests of the Bank.

Section 2 Supervisory Board

Article 211 The Bank comprises the Supervisory Board, which is accountable to the shareholders’ meeting.

The Supervisory Board shall consist of 5 to 9 supervisors, of which the proportion of the external supervisors shall not be less than one-third, and the proportion of the supervisors representing employees shall not be less than one-third.

The Supervisory Board shall have one chairman and several vice chairmen. The appointment and removal of the chairman and vice chairman of the Supervisory Board shall be approved by more than two-thirds of all supervisors by poll.

The meeting of the Supervisory Board shall be convened and chaired by the chairman of the Supervisory Board. If the chairman of the Supervisory Board is unable to or does not perform his duties, the meeting of Supervisory Board shall be convened or chaired by the vice chairman of the Supervisory Board. If the vice chairman of the Supervisory Board is unable to or does not perform his duties, the meeting of Supervisory Board shall be convened and chaired by the supervisor recommended by more than half of the supervisors.

Article 212 The Bank shall provide favorable working environment for the Supervisory Board to perform its duties. The Supervisory Board shall have an independent financial budget and have the right to independently control budget expenses according to work needs.

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Article 213 According to the needs of the work, Supervisory Board shall establish agencies which are responsible for the daily work.

Article 214 The following authorities of the Supervisory Board shall be exercised according to the laws:

(1) to review the regular reports by the Board and deliver advice on the reports in writing.
(2) to examine and supervise the financial activities of the Bank, and may, when necessary, engage another accounting firm on behalf of the Bank for the purpose of conducting independent auditing on financial status.
(3) to oversee whether the conducts of our directors and senior management in carrying out their duties of the Bank comply with the laws and regulations.
(4) to demand that a director and senior management rectify their conduct when such conduct is prejudicial to the interests of the Bank, and report such conduct to shareholders’ meetings or relevant national regulatory authorities if necessary; and make proposals to remove directors and senior management if they breach any applicable laws, administrative regulations, the Articles of Association or the resolution of the shareholders’ meeting.
(5) to supervise if the Board has established robust business philosophy and value standards and formulated development strategies in line with the conditions of the Bank; to assess if the Company’s development strategies are scientific, reasonable and sound; and to supervise and inspect the Bank’s operations and decision-making, risk management and internal control, and urge related rectification.
(6) to supervise the process of election and appointment of directors; to supervise the implementation of the remuneration management system and if the remuneration packages of senior management are scientific and reasonable; to supervise the performance of duties by the directors and the senior management and its members; to conduct comprehensive assessment on the performance of duties by the Bank’s directors, supervisors and senior management, and report to the shareholders’ meeting and the banking regulatory authority of the State Council; to carry out an audit, if required, of any resigning director or senior management.
(7) to advise on the engagement of an accounting firm by the Bank; to provide guidance and supervision on the internal audit work.
(8) to propose the convening of extraordinary general meetings, and, if the Board fails to convene and preside over a general meeting as required under the Company Law, to convene and preside a general meeting.

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(9) to propose to convene a n extraordinary board meeting and submit proposals to the shareholders’ meeting.
(10) to bring actions against directors and senior management according to Article 151 of the Company Law.
(11) to investigate any irregularities in the operations of the Bank, and if necessary, may engage accounting firms, law firms or other professional firms to assist its work at the costs of the Bank.
(12) to exercise other power prescribed by laws and regulations, regulatory rules and the Articles of Association, or power conferred by the shareholders’ meeting.

Members of the Supervisory Board may be present at meetings of the Board, meetings of special committees of the Board, and senior management meetings, and have the right to query or advise on matters to be resolved at the meetings.

Article 215 The Supervisory Board shall require the directors, senior management, internal and external auditors to attend the meeting in order to answer the enquiries of the Supervisory Board. The Supervisory Board may require directors and senior management to submit reports on performance of duties.

Article 216 During the performance of duties, the Supervisory Board shall have the right to make inquiries to relevant personnel and departments of the Bank, and such personnel and departments shall be cooperative. Such reasonable costs of duty performance of the Supervisory Board shall be borne by the Bank.

Article 217 Senior management of the Bank shall be supervised by the Supervisory Board and provide the Bank with the information and report on operating results, major contracts, financial position, risk exposure and business prospects on a regular basis.

Article 218 The supervisory record and the result of financial and specific supervision made by the Supervisory Board shall be the major reference for the integrated evaluation of the director and senior management.

Article 219 The Supervisory Board of the Bank shall consist of the supervisory committee and the nomination and examination committee.

Article 220 The main duties of the supervisory committee under the Supervisory Board are:

(1) to prepare proposals on the examination and supervision of the financial activities of the Bank.

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(2) to prepare proposals on the examination and supervision of the development strategies, operation decision making, risk management and internal control of the Bank.
(3) to organize the audit of the compliance and implementation of major decisions of the Bank, to organize the review and survey on the operating entities of the Bank, and to supervise relevant rectification measures.
(4) upon the request of regulatory authorities, to conduct special examination of specific projects and promptly submit the examination report.
(5) other duties authorized by the Supervisory Board.

Article 221 The main duties of the nomination and examination committee of the Supervisory Board are:

(1) to advise the Supervisory Board on its scale and composition.
(2) to review the qualification requirements and procedures on the appointment of the supervisors and to make recommendation to the Supervisory Board.
(3) to carry out large-scale recruitment for eligible candidates of supervisors.
(4) to carry out initial review and advise on the appointment and requirement of the candidates for the supervisors nominated by the shareholders.
(5) to review and decide on the remuneration policy of the supervisors and the budget, which shall be approved at the meeting of shareholders upon review by the Supervisory Board.
(6) to organize the implementation of supervision of the selection and appointment process of the directors.
(7) to organize the implementation of assessment and examination of the annual performance review of directors, supervisors and senior management personnel.
(8) to organize the implementation of supervision of the implementation of the remuneration management system and the scientific and rational nature of the remuneration packages of senior management.
(9) to organize the departure audit of directors and senior management personnel, if needed.
(10) other duties authorized by the Supervisory Board.

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Article 222 The nomination and examination committee of the Supervisory Board may engage intermediaries for their professional advice at the cost of the Bank.

Article 223 The Supervisory Board shall formulate the rules of procedures for the Supervisory Board and shall specify the way and procedures of voting in order to ensure the efficiency and scientific decision – making of the Supervisory Board.

Article 224 The Supervisory Board shall convene at least one meeting quarterly. The supervisors shall propose to convene interim supervisory meeting of the Supervisory Board.

Article 225 The chairman of the Supervisory Board shall convene an extraordinary meeting within 5 days in one of the following circumstances:

(1) when the chairman of the Supervisory Board considers it necessary; or
(2) upon proposal for convening such meeting by more than one-third of the supervisors.

Article 226 The Supervisory Board shall dispatch a written notice and the relevant documents to all supervisors 10 days prior to convening the meeting of the Supervisory Board and within 5 days before convening the extraordinary meeting of Supervisory Board. In case of emergency, the convening of an extraordinary meeting of Supervisory Board may not be subject to the aforementioned time restrictions for the delivery of meeting notice and meeting documents.

Article 227 Notice of meeting of the Supervisory Board shall include the following:

(1) date and venue of the meeting;
(2) duration of the meeting;
(3) subject matters and topics submitted to the meeting for approval; and
(4) date of the notice.

Section 3 Resolution of the Supervisory Board

Article 228 The resolutions of the Supervisory Board shall be considered and reviewed at the meeting of Supervisory Board.

Article 229 The meeting of the Supervisory Board shall be convened only if more than two-thirds of all the supervisors are present.

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Article 230 Approval on the proposals of the Supervisory Board shall be conducted one by one. Resolution shall be voted after the review is completed. The meeting shall not proceed to the next resolution before the voting of the previous resolution. Each supervisor shall have one vote.

Article 231 To ensure that the supervisors can fully express their opinions, resolutions of the Supervisory Board may be made by both on-site meeting voting and written summons voting.

Article 232 The approval of the annual report and important and confidential resolution of the Bank shall not be made at the meeting of the Supervisory Board by written summons voting, but shall be made by way of on-site meeting voting. The Supervisory Board shall announce the resolutions and the reports passed based on the voting results, which shall be recorded in the minutes of the meeting.

Article 233 Resolutions of the Supervisory Board shall be passed by two-thirds (inclusive) of supervisors.

Different opinions on the principles of the resolution or report shall be explained in the resolution and the report.

Article 234 Supervisors shall sign on the resolutions of the Supervisory Board and shall be accountable to the Supervisory Board. Supervisors whose objections to the vote are recorded in the minutes of the meeting shall not be held accountable.

Article 235 Records of the meeting of the Supervisory Board shall be kept. The supervisors and the recorder shall sign on the minutes of the meeting. The supervisors shall be entitled to amend the record which is inconsistent to their remarks in the meeting or to record their remarks in the meeting in such specific explanatory manner. As the file of the Bank, the minutes of the meeting of the Supervisory Board shall be kept permanently.

Article 236 The minutes of the meeting of the Supervisory Board shall include the following:

(1) date, venue and convener of the meeting;
(2) names of the supervisors who attended the meeting and the supervisors (proxies) who attended the meeting on behalf of other parties;
(3) agenda of the meeting;
(4) summary of the supervisors’ remarks; and
(5) the way and result of voting of each resolution (the result of voting shall include the number of votes for or against the resolution or abstained).

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Chapter 13 Qualifications and Obligations of Directors, Supervisors, President and Other Senior Management Personnel

Article 237 A director, supervisor, president or other senior executive officer of our Bank may not be in one of the following circumstances:

(1) a person without or with restricted capacity for civil conduct;
(2) a person who has committed an offense of corruption, bribery, infringement of property, misappropriation of property or sabotaging of the market economic order of socialism and has been punished because he/she committed such an offense, where less than five years have elapsed since the date of completion of the sentence; or who has been deprived of his/her political rights for committing criminal offense, where less than five years have elapsed since the date of completion of this deprivation; or if the person is sentenced to probation, less than two years have elapsed since the date of completion of this probation;
(3) a person who has been a director, factory manager or manager of a company or enterprise which has entered into an insolvency liquidation and is personally liable for the insolvency of such company or enterprise, where less than three years have elapsed since the date of the completion of the bankruptcy and liquidation of the company or enterprise;
(4) a person who is a legal representative of a company or enterprise which had its business license revoked due to a violation of the law and which was ordered to close down, and incurred personal liability, where less than three years have elapsed since the date of revocation of the business license;
(5) a person who has a relatively large amount of debts and who is in default of such debts and who is listed as a dishonest debtor by the People’s Court;
(6) a person who is under criminal investigation by a judicial organization for violation of the criminal law for which investigation is not yet concluded;
(7) a person who has been banned from entering the market through acting as a director, supervisor or senior management member of a listed company by the securities regulatory authorities under the State Council for a period of time and such period has not yet expired;
(8) other circumstances stipulated by laws, administrative regulations and department rules.

If a director, supervisor or senior management officer is elected, appointed or employed in violation of the provisions of the Articles, such election, appointment or employment shall be invalid. A director, supervisor or senior management officer who has the circumstances under this article during his or her term of office shall be dismissed from his or her post by the Bank.

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Article 238 The senior management of the Bank shall faithfully perform duties to safeguard the best interests of the Bank and all shareholders, and shall not cause damage to the interests of the Bank through connected relations. If any senior management of the Bank fails to faithfully perform duties or violates the duty of good faith, causing damage to the interests of the Bank and the public shareholders, he/she shall bear the legal liability of compensation.

Article 239 Apart from the obligations provided in laws, administrative regulations, rules or relevant rules of the stock exchanges where shares of the Bank are listed, the director, supervisor, president and other senior management personnel of the Bank shall also assume the following obligations towards every shareholder, when exercising their powers granted by the Bank:

(1) not operating business beyond the business scope specified in the business license;
(2) acting in good faith with a view to maximize the Bank’s interests;
(3) not depriving the Bank of its properties by any means, including but not limited to favorable opportunities for the Bank; and
(4) not depriving shareholders of personal rights and interests, including but not limited to the rights of distribution and voting, except the restructuring of the Bank submitted to and approved by the general meeting of shareholders according to the Articles of Association of the Bank.

Article 240 The Bank shall not provide credit facilities to connected persons. The terms of the guaranteed loans provided to the connected persons shall be on terms no more favorable to the terms available to other borrowers of similar loans.

The “connected persons” above are specifically the connected persons as defined in the Law of the People’s Republic of China on Commercial Banks.

Article 241 If the Bank provides loans in violation of the previous article, the payee shall return the loans immediately, regardless of the loan conditions.

Chapter 14 Financial and Accounting System, Profit Distribution and Audit

Section 1 Financial and Accounting System

Article 242 The Bank shall establish its financial and accounting system according to the relevant laws, administrative regulations and the requirements of competent authorities.

Article 243 The Bank shall prepare its financial report according to the relevant laws, administrative regulations and the requirements of competent authorities.

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The Bank shall prepare its annual financial report within four months after the end of each fiscal year, which should be audited by the accounting firms in compliance with laws, regulations and requirements of the stock exchange; prepare interim financial report within two months after the end of the first half of each fiscal year and prepare quarterly financial reports within 1 month after the end of the first 3 and 9 months of each fiscal year, respectively.

The Bank shall submit its annual financial report within 4 months after the end of each fiscal year, submit its interim financial report within 2 months after the end of the first half of each fiscal year, and submit its quarterly financial reports within 1 month after the end of the first 3 and 9 months of each fiscal year, respectively, to CSRC’s branch and stock exchanges.

The Bank shall publish its financial reports four times in each fiscal year, which means to publish its first quarterly financial report within a month after the end of the first 3 months of each fiscal year, to publish its interim financial report within two months after the end of the first 6 months of each fiscal year, to publish its third quarterly financial report within a month after the end of the first 9 months of each fiscal year, and to publish its annual financial report within four months after the end of each fiscal year.

Article 244 Annual financial report published by the Bank shall be prepared according to the Chinese Accounting Standards, as well as applicable international accounting standards and overseas accounting standards of the place where the Bank’s shares are listed.

Article 245 The Board of Directors shall submit to annual general meeting of shareholders the financial reports prepared by the Bank as required by the relevant laws, administrative regulations and applicable rules imposed by competent authorities.

Article 246 The Bank shall make the financial reports available at the Bank for inspection by its shareholders 20 days prior to the convening of the annual general meeting of shareholders. All shareholders of the Bank shall be entitled to obtain the financial reports mentioned in this chapter.

Article 247 The Bank shall maintain no other accounts books other than a set of statutory accounts books. No funds of the Bank shall be deposited into an account under the name of any individual.

Article 248 The annual financial report and interim financial report shall contain the followings:

(1) a balance sheet;
(2) a profit and loss statement;
(3) a statement of cash flow;

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(4) a statement of changes in equity;
(5) notes to financial statements.

Section 2 Profit Distribution

Article 249 The Bank may distribute its after-tax profit after making 10% contributions of the profit to the statutory reserve until the balance of the statutory reserve reaches 50% of the registered capital of the Bank.

If the statutory reserve is not sufficient to make up the accumulative losses, profit of the year shall be used to make up the losses before making any contribution to the statutory reserve according to the aforesaid provision.

After contribution to the statutory reserve, the Bank may also pay dividends of preference shares upon approval of the meeting of shareholders.

After making up of any losses and contribution to the statutory reserve, the Bank may also distribute its after tax profit to the discretionary reserves upon approval of the meeting of shareholders.

After making up of any losses and contribution to reserves and distribution of dividends on preference shares, the remaining after-tax profit may be distributed to ordinary shareholders in proportion to their respective shareholdings, unless otherwise required by the Articles of Association.

The Bank shall not distribute any profit to its shareholders of any class before making up any losses, making contributions to the statutory reserve and making full provisions for loan losses required by relevant laws, administrative regulations and requirements of competent authorities.

In case the meeting of shareholders approves to distribute any profit to any shareholder before making up the losses and making contributions to the statutory reserve as required by the aforesaid provision, shareholders must return profits so distributed to the Bank. Shareholders and responsible directors, supervisors and senior management shall be liable to indemnify any losses of the Bank.

Shares held by the Bank are not entitled to any profit distribution.

Article 250 Reserves of the Bank may be used for making up losses, expanding the scale of operation or being converted into additional capital of the Bank, but capital reserve shall not be used for making up the Bank’s losses.

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Where the statutory reserve is converted to share capital, the balance of such reserve shall not fall below 25% of the Bank’s registered capital before the conversion.

Article 251 The basic principle of profit distribution of the Bank is as follows:

Subject to the particular dividend policies adopted for the preference shares, the Bank may distribute dividends in the form of cash, stock or a mix of cash and stock. To the extent that the normal working capital need is fulfilled, the Bank shall distribute dividends primarily in cash.

Article 252 The policy of profit distribution of the Bank is as follows:

The Bank shall provide reasonable investment returns to investors by distributing profits and its profit distribution policy shall be sustainable and stable. The Bank shall make dividends distribution in profit-making years. The objective of cash dividend policy is to achieve relatively stable dividend payment rate. If the audit report of the Bank in the most recent year is a non-unqualified opinion or an unqualified opinion with a paragraph on material uncertainty related to going concern, or in case of other circumstances specified by the laws, regulations, or the regulatory authorities of the listing place of the Bank, profit distribution may not be made.

In considering and discussing on the profit distribution policy, the Bank shall consider the opinions from the independent directors, external supervisors and public investors. The Board of Directors of the Bank shall, based on factors including the operating condition, capital plan and sustainability needs of the Bank, and in combination with the opinions of shareholders, independent directors and the Supervisory Board, carefully study and demonstrate the timing, conditions and minimum proportion regarding the cash dividends of the Bank, the conditions for adjustment and its decision-making procedures, and formulate a profit distribution plan based on considerations of continuous, stable and scientific returns to all shareholders.

If the independent directors believe that the specific cash dividend plan may damage the interests of the Bank or minority shareholders, they shall have the right to express their independent opinions. If the Board of Directors does not adopt or does not fully adopt the opinions of the independent directors, it shall record and disclose the opinions of the independent directors and the specific reasons for not adopting such opinions in the resolution of the Board of Directors.

The Bank shall actively communicate and exchange with shareholders (especially minority shareholders) through multiple channels, fully listen to the opinions and requests of the minority shareholders on the dividend policy, and promptly respond to the questions of concern of minority shareholders before the consideration and approval at the shareholders’ meeting.

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Article 253 The decision-making procedure of profit distribution of the Bank is as follows:

The profit distribution plan of the Bank shall be drafted by the president and submitted to the Board of Directors and the Supervisory Board of the Bank for consideration. The Board of Directors shall fully discuss the rationality of the profit distribution plan and submit it to the shareholders’ meeting for consideration and approval after forming a resolution. When considering the profit distribution plan, the Bank shall provide shareholders with online voting if permitted by the applicable laws, administrative regulations and listing rules of the listing place.

Article 254 The profit distribution to ordinary shareholders in the form of cash dividends by the Bank each year shall not be less than 10% of the distributable profit of the Bank attributable to ordinary shareholders during the year. The Bank may distribute interim cash dividends. The upper limit of interim dividends for the following year as considered by the annual general meeting shall not exceed the net profit attributable to ordinary shareholders during the corresponding period. The Board of Directors may formulate a specific interim dividend plan in accordance with the resolution of the shareholders’ meeting under the conditions for profit distribution.

If the operating conditions of the Bank are good and the Board of Directors believes that the stock price of the Bank is not in line with the Bank’s capital scale and the distribution of scrip dividends is beneficial to the overall interests of all shareholders of the Bank, it may propose a scrip dividend distribution plan subject to the above-mentioned cash dividend conditions. Distribution of scrip dividends in form of stock shall be approved by meeting of shareholders and subject to approval by the banking regulatory authority of the State Council.

If the Bank generated profits in the previous accounting year but the Board of Directors did not make any cash profit distribution proposal after the end of the previous accounting year, the reasons thereof and the application of funds retained by the Bank not available for distribution shall be explained in details in its periodic reports and the Independent Directors shall give an independent opinion in such regard. Online voting shall be made available, when such proposal is voted on a shareholders’ meeting.

The Bank shall disclose its implementation of the cash dividend policy and other relevant matters in its periodic reports in accordance with the applicable requirements.

Article 255 The adjustment policy of profit distribution of the Bank is as follows:

In the event that adjustments are required to be made to the Bank’s profit distribution policy due to the needs of operation and long term development of the Bank, the adjusted profit distribution policy shall comply with the relevant requirements of the regulatory authorities of the places where the shares of the Bank are listed. Any resolution regarding adjustments to the profit distribution policy shall be subject to the prior review of the Independent Directors and

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the Supervisory Board and the comprehensive review of the opinions of minority shareholders and, after consideration by the Board, be proposed to the shareholders’ meeting of the Bank for approval by the Shareholders. Any resolution regarding the adjustments to the Bank’s cash dividend policy shall be approved by more than two-thirds of the votes of the Shareholders attending the shareholders’ meeting of the Bank. Online voting shall be made available, when such proposal is voted on a shareholders’ meeting. The voting results of the minority investors shall be disclosed separately.

Article 256 Cash dividends and other distributions payable to shareholders of the Bank’s domestic shares shall be made in RMB. Cash dividends and other distributions payable to H share holders shall be denominated and declared in RMB and paid in HK dollars or RMB. Payment in foreign currencies required for the cash dividends and other distributions payable to shareholders of overseas-listed foreign shares shall be obtained according to the applicable PRC foreign exchange control regulations.

The distribution of ordinary share dividends (or scrip dividends) must be completed within two months after the shareholders’ meeting of the Bank makes a resolution on the profit distribution plan, or after the Board of Directors of the Bank formulates a specific plan based on the conditions and upper limit of interim dividends for the following year as considered and approved by the shareholders’ meeting.

Article 257 Dividend policies for preference shares of the Bank are as follows:

(1) The dividend on preference shares issued by the Bank may be based on fixed or floating dividend rate determined according to the terms in the offering document of preference shares;

Unless or otherwise provided by laws and regulations or resolved at the general meeting of shareholders, the dividend rate of the issued and outstanding preference shares may be adjusted at different intervals. This means that the dividend shall be paid at fixed dividend rate for each dividend rate adjustment interval.

(2) No profit shall be distributed to ordinary shareholders before the agreed dividends for each year have been fully paid to holders of preference shares;
(3) If the Bank has distributable profit after tax, it shall pay dividends to holders of preference shares. However, pursuant to the requirements of the banking regulatory authorities of the State Council, the Bank shall have the right to cancel the payment of dividends on preference shares and such cancellation shall not constitute a breach of the agreement by the Bank. Where the Bank cancels the dividend on preference shares for the year, it shall not distribute profits to ordinary shareholders;

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(4) Where the Bank does not distribute all of the dividends to holders of preference shares in a particular year, such undistributed dividends shall not be accumulated to subsequent years;
(5) The holders of preference shares, upon receiving the agreed dividends, shall have no right to participate in the distribution of the remaining profits.

Article 258 When formulating a prudent profit distribution plan, the Bank shall take into account its operating conditions, risk profile, capital planning, market environment and other factors, and balance the relationship between cash dividends and capital replenishment.

Article 259 The Bank may forfeit unclaimed dividends under the pre-condition of abiding with relevant laws, administrative regulations and rules of China and relevant requirement of Hong Kong Stock Exchange. This right shall only be exercised after the expiration of applicable limitation period.

Any share capital paid before the call for payment shall be entitled to interest, but the shareholder shall not be entitled to receive any dividends declared thereafter on the pre-paid share capital.

The Bank shall have the right to terminate sending dividend warrant to the relevant shareholders of overseas-listed foreign shares by mail. But the Bank shall exercise such right only after dividend warrants failed to be redeemed for two consecutive times. The Bank may exercise the right, if a dividend warrant fails to reach the recipient in the first mailing and is returned.

The Bank shall have the right to sell the shares held by holders of overseas-listed foreign shares with whom the Bank could not contact in a way deemed appropriate by the Board of Directors, provided the following conditions are met:

(1) the Bank has distributed dividends to the shares at least 3 times within 12 years but remained unclaimed;
(2) the Bank publishes announcements in one or more newspapers of the place in which the shares of the Bank are listed after the expiration of the 12-year period, stating its intention to sell the shares, and informs the securities regulatory authority of the place in which the shares of the Bank are listed, and the relevant announcements have been published in newspapers, which is in compliance with the applicable rules.

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APPENDIX I

Section 3 Internal Audit

Article 260 The Bank shall adopt an internal audit system and establish an independent internal audit department, and has qualified audit personnel who shall conduct internal audit and supervision over the financial income and expenditure and economic activities of the Bank.

Article 261 Internal audit basic system of the Bank and duties of audit personnel shall be approved by the Board of Directors. Chief Audit Officer or main person-in-charge of the internal audit department shall be accountable to the Board and report his or her work to the Board and the audit committee thereunder on a regular basis.

Chapter 15 Engagement of Accounting Firms

Article 262 The Bank shall engage independent accounting firms that meet relevant provisions of the state to audit annual financial reports and review other financial reports of the Bank.

Article 263 The selection and engagement of an accounting firm is subject to approval by the shareholders’ meeting upon agreement by the Board of Directors.

The engagement term of the accounting firm shall begin from the date of the closing of the current annual general meeting of shareholders and end on the date of the closing of the next general meeting of shareholders.

The remuneration of the accounting firm or the method of determining the remuneration shall be decided by the shareholders’ meeting.

Article 264 The decision on renewing, dismissing or not renewing the engagement of an accounting firm shall be made by the shareholders’ meeting upon agreement by the Board of Directors.

If the shareholders’ meeting plans to renew the engagement of an incumbent accounting firm or dismiss the accounting firm before the expiration of its term of office, the following provisions shall be satisfied:

(1) the resolutions of engagement or dismissal shall be sent to the accounting firm to be renewed or dismissed or that has been dismissed during the relevant fiscal year before the dispatch of the notice of the shareholders’ meeting.

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(2) if the retiring accounting firm makes a statement in writing and requests the Bank to inform the shareholders of its statement, the Bank shall take the following measures:
(i) making a statement in the notice of shareholders’ meeting for the fact that the retiring accounting firm has made a statement;
(ii) sending the duplicate copy of the statement in the form of an attachment to the notice to shareholders by ways stipulated by the Articles of Association.
(3) if the Bank fails to send the statement of relevant accounting firm to shareholders according to paragraph (2) above, the accounting firm may request the statement to be read at the shareholders’ meeting and make further claims.
(4) a retiring accounting firm shall be entitled to attend the following meetings:
(i) shareholders’ meeting at which its term of office shall expire;
(ii) shareholders’ meeting at which the vacancy due to its dismissal is to be filled up.

The retiring accounting firm shall be entitled to receive all notices of the aforesaid meetings or other information in relation to the meetings and give speeches at the aforesaid meeting with regard to matters involving its duties as the former accounting firm engaged by the Bank.

Article 265 If the Bank decides to dismiss or not to renew the engagement of an accounting firm, notice shall be given to the accounting firm 20 days before convening the shareholders’ meeting. The accounting firm shall be entitled to state its opinions to the shareholders’ meeting. If the accounting firm offers to resign, it shall make a statement to the shareholders’ meeting as to whether the Bank is involved in any inappropriate circumstance.

The accounting firm may resign from its duties by delivering its written resignation notice to the legal address of the Bank. The resignation notice shall take effect on the date of delivery to the Bank’s legal address or such later date indicated in the notice. The notice shall include the following statements:

(1) stating that its resignation does not involve any circumstance that should be paid attention to by the Bank’s shareholders or creditors; or
(2) any other statement about circumstances that should be paid attention to.

Such notification shall take effect on the date of delivery to the Bank’s legal address or such later date indicated in the notice.

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The Bank shall send copies of the aforesaid written notice to relevant competent authorities within 14 days from the date of receipt. If the notice carries the statements mentioned in (2) of the preceding paragraph, the Bank shall maintain a duplicate copy of the statements in the Bank for the inspection of shareholders. The Bank shall also send the duplicate copy of the aforesaid statements to all shareholders of overseas listed foreign shares by prepaid post, and the address in the register of shareholders shall be the address of the recipient. The Bank may send the duplicate copy of the aforesaid statements to the shareholders of domestic shares in the form of a public announcement.

If the resignation notice of an accounting firm carries any statement about circumstances that should be paid attention to, the accounting firm may ask the Board of Directors to convene an extraordinary shareholders’ meeting for explanation on relevant circumstances of its resignation.

Chapter 16 Merger and Division

Article 266 The Bank may take merger or division actions according to laws. The procedures of merger or division are as follows:

(1) preparing a proposal of merger or division by the Board of Directors;
(2) proposing a resolution at the shareholders’ meeting in accordance with the provisions of the Articles of Association;
(3) signing a merger or division agreement by each of the merging or dividing parties;
(4) proceeding examination and approval procedures according to laws;
(5) handling matters in relations to merger or division, such as creditors’ right and liabilities; and
(6) proceeding registration of dissolution or change of registration.

For a merger or division of the Bank, directors of the Bank shall take necessary measures to protect the legal rights of the shareholders who oppose the Bank’s merger or division plans. The shareholders who oppose the Bank’s merger or division plans shall have the right to request the Bank or the shareholders who approve the merger or division plans to purchase their shares at a fair price.

The content of the resolution on the merger or division of the Bank shall be recorded as a special document, which shall be available for shareholders. With regard to shareholders of overseas listed companies, the aforesaid documents shall also be sent out by mail.

Article 267 The merger action taken by the Bank may be in two forms, acquisition or amalgamation.

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APPENDIX I

The merger and division of the Bank shall be in compliance with the Company Law and the Commercial Bank Law.

In the case of a merger of the Bank, a merger agreement shall be signed in respect of the merger by each of the merging parties and prepare a balance sheet and a detailed inventory of assets. The Bank shall inform its creditors of the intended merger within 10 days following the date on which the merger resolution is adopted, and make announcements in newspapers identified by securities exchange where the Bank’s shares are listed or the National Enterprise Credit Information Publicity System within 30 days. The creditors shall have the right to claim full repayment of their debts or provision of a corresponding guarantee from the Bank within 30 days from the date of receipt of the notice or within 45 days from the date of the first public announcement for those who have not received the notice.

After the merger of the Bank, the claims and debts of each of the merging parties shall be assumed by the surviving company or the newly-established company.

Article 268 Where the Bank proceeds into a division, its assets shall be divided accordingly.

In the case of a division of the Bank, the Bank shall prepare a balance sheet and a detailed inventory of assets. The Bank shall inform its creditors of the intended division within 10 days following the date on which the division resolution is adopted, and make announcements in newspapers identified by securities exchange where the Bank’s shares are listed or the National Enterprise Credit Information Publicity System within 30 days.

Debts of a company prior to its division shall be jointly and severally assumed by the companies that survives the division, unless otherwise provided in an agreement in writing between the company and the creditors that is reached prior to the division.

Article 269 The creditors shall have the right to claim full repayment of their debts or provision of a corresponding guarantee from the Bank within 30 days from the date of receipt of the notice or within 45 days from the date of the first public announcement for those who have not received the notice. The Bank shall not proceed merger or division if it is unable to make full repayment of its debts or provide the corresponding guarantee.

Article 270 Where a merger or division of the Bank involves changes in registered items, such changes shall be registered with the registration authority of the Bank according to laws. If the Bank is dissolved, the cancellation of registration of the Bank shall be carried out according to laws. Where a new company is incorporated, the registration of the incorporation of such company shall be carried out according to laws.

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APPENDIX I

Chapter 17 Dissolution and Liquidation

Article 271 The Bank shall be dissolved and liquidated according to laws under any of the following circumstances:

(1) other reasons for dissolution as prescribed by the Articles of Association;
(2) if the shareholders’ meeting resolves to dissolve the Bank;
(3) dissolution is necessary for the merger or division of the Bank;
(4) the Bank is revoked of its business license, ordered to be closed down or deregistered according to the laws;
(5) the Bank encounters grave difficulties in its operation and management, continued existence shall cause material harm to shareholders’ interest, and the problems could not be solved through other means. In such case, the shareholders who hold more than 10% of the voting rights of the Bank (including ordinary shareholders and holders of preference shares with restored voting rights) may make a petition to the people’s court for the dissolution of the Bank.

Article 272 In the case of dissolution of the Bank under the circumstances set out in item (1) and (2) of Article 271, and if no property has been distributed to the shareholders, the Bank may continue to exist by amending the Articles of Association or by resolution of the shareholders’ meeting.

Any amendment to the Articles of Association in accordance with the provisions of the preceding paragraph or any resolution of the shareholders’ meeting shall be subject to approval by more than two-thirds of the voting rights held by shareholders attending the shareholders’ meeting.

In the case of dissolution of the Bank under the circumstances set out in item (1), (2), (4) and (5) of Article 271, a liquidation committee shall be formed within 15 days from the date when the reasons for dissolution occur to carry out liquidation. The liquidation committee shall comprise directors or personnel determined by the shareholder’s meeting. If a liquidation committee is not established within the prescribed time limit or liquidation is not carried out after the liquidation committee is established, the interested parties may apply to the people’s court to designate relevant personnel to form a liquidation committee to carry out liquidation.

In the case of dissolution of the Bank under the circumstance set out in item (4) of Article 271, the department or company registration authority responsible for the decision to revoke business license, order to close down or deregister may apply to the people’s court to designate relevant personnel to form a liquidation committee to carry out liquidation.

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APPENDIX I

Article 273 If the Board of Directors decides the Bank shall carry out liquidation (except for liquidation resulting from the Bank’s declaration of bankruptcy), it shall state in the notice of the shareholders’ general meeting convened for this purpose that the Board of Directors has conducted comprehensive investigation on the Bank’s conditions and believes that the Bank is able to pay off all its debt within 12 months following the commencement of liquidation. The powers and functions of the Board of Directors of the Bank shall terminate immediately when the resolution on liquidation has been passed at the shareholders’ meeting.

The liquidation committee shall follow the instructions of the shareholders’ meeting to report on its income and expenditures, the Bank’s business and progress of liquidation to the shareholder’ general meeting at least once a year and make a final report to the shareholders’ meeting upon the end of liquidation.

Article 274 The liquidation committee shall inform its creditors within 10 days following its establishment, and make announcements in newspapers identified by securities exchange where the Bank’s shares are listed or the National Enterprise Credit Information Publicity System within 60 days. The creditors shall declare their claims to the liquidation committee within 30 days from the date of receipt of the notice or within 45 days from the date of the first public announcement for those who have not received the notice. When the creditors declare their claims, they shall explain the relevant claim matters and provide supporting materials. The liquidation committee shall register the claims. The liquidation committee shall not settle any debt with the creditors during the period of claim declaration.

Article 275 The liquidation committee shall exercise the following functions and powers during the period of liquidation:

(1) informing creditors by notice or public announcement;
(2) sorting of the Bank’s assets and preparing a balance sheet and a detailed inventory of assets;
(3) dealing with and liquidating relevant outstanding businesses of the Bank;
(4) settling the Bank’s outstanding tax liabilities and tax liabilities arising from the liquidation process;
(5) settling claims and debts of the Bank;
(6) disposing of the Bank’s property remaining after the payment of the Bank’s debts;
(7) participating in civil proceedings on behalf of the Bank.

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Article 276 After the liquidation committee has sorted the Bank’s assets and prepared a balance sheet and a detailed inventory of assets, it shall prepare a liquidation plan and submit it to the shareholders’ meeting or relevant competent authority for confirmation.

The Bank’s assets shall be used to settle its debts in the following order:

(1) the liquidation expenses;
(2) employee salary, social insurance premiums and statutory compensation;
(3) outstanding taxes;
(4) debts of the Bank;
(5) distribution to shareholders in accordance with their respective class of shares and in proportion to their respective shareholdings.

Assets of the Bank shall not be distributed to shareholders before the settlement of items (1) to (4) of the preceding Article.

The property remaining after the payment made according to the preceding Article shall be distributed to the shareholders subject to the class of shares and in proportion to their respective shareholdings. Holders of preference shares shall have priority over ordinary shareholders in receiving distribution of the remaining assets of the Bank, the amount of which shall be the sum of the principal amount and the dividends resolved to be paid but not yet paid for the current period. In the event that the remaining assets are not sufficient to satisfy these payments, they will be distributed on a pro rata basis among the holders of domestic preference shares and holders of offshore preference shares.

Upon the liquidation resulting from bankruptcy, the principal and interests of personal saving accounts shall be paid in priority after the settlement of the liquidation expenses, outstanding employee salary and social insurance premiums.

Article 277 If the liquidation committee of the Bank, having sorted the Bank’s asset and prepared a balance sheet and a detailed inventory of assets, discovers that there are insufficient assets in the Bank to pay off its debts, the committee shall apply to the people’s court for bankruptcy and liquidation of the Bank according to laws.

Upon the acceptance of bankruptcy application by the people’s court, the liquidation committee shall transfer the liquidation matters to the bankruptcy administrator designated by the people’s court.

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Article 278 Upon the completion of liquidation of the Bank, the liquidation committee shall prepare a liquidation report and an income and expenditure statement and financial account for the period of liquidation and, after they are certified by a Chinese certified public accountant, submit them to the shareholders’ meeting or the relevant competent authority for confirmation.

The liquidation committee shall, within 30 days from the confirmation of the shareholders’ meeting or the relevant competent authority, submit the abovementioned documents to the registration authority of the Bank for cancellation of the Bank’s registration and announce the Bank’s termination. The relevant announcement shall be made in newspapers which are in compliance with relevant regulations.

Article 279 The members of the liquidation committee shall be loyal to their duties and shall perform their liquidation obligations according to laws.

The members of the liquidation committee shall neither abuse their authorities to accept bribes or other illegal incomes, nor usurp upon the Bank’s properties.

In the case of willfully or material default resulting to losses to the Bank or its creditors, the members of the liquidation committee shall assume the responsibility of indemnification.

Chapter 18 Amendments to the Articles of Association

Article 280 The Bank may amend its Articles of Association in accordance with the provisions in the laws, administrative regulations, departmental rules and its Articles of Association.

Article 281 The Bank shall amend the Articles of Association if one of the following cases arises:

(1) upon amendments to the Company Law, the Commercial Bank Law or relevant laws, administrative regulations or departmental rules, the content of the Articles of Association are in contradiction to the provisions in the laws, administrative regulations and departmental rules as amended;
(2) changes of the Bank resulting in contradiction to the content of the Articles of Association; and
(3) the shareholders’ general meeting decides on an amendment to the Articles of Association.

The shareholders’ meeting may pass ordinary resolutions to authorize the Board of Directors to: (1) amend provisions of the Articles of Association regarding the Bank’s registered capital where the Bank increases its registered capital; and (2) make corresponding

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amendments at the request of the competent authorities if changes have to be made on the wordings or order of provisions of the Bank’s Articles of Association passed at the shareholders’ meeting when applying for the registration, approval and examination of such competent authorities.

Article 282 If any amendment to the Articles of Association approved by general meeting of shareholders involves any matters that need to be approved by the banking regulatory authorities of the State Council, such amendment shall be submitted to the banking regulatory authorities of the State Council for approval. Where there is any amendment involves company registration, the Bank shall attend to an amendment registration in accordance with laws.

Article 283 The Bank’s Articles of Association shall be amended by the Board of Directors in accordance with shareholder’s general meeting’s resolution in relation to the revision of the Articles of Associations and/or reviewing opinions of relevant competent authorities.

Article 284 In the case issues involved in the amendment to the Articles of Association are in relation to the information required to be disclosed by the laws and regulations, such amendment shall be publicly announced according to relevant regulations.

Chapter 19 Notice and Announcement

Article 285 Notices of the Bank shall be:

(1) delivered by hand;
(2) sent by mail;
(3) given by announcement; or
(4) given by other means stipulated in the Articles of Associations.

Article 286 The Bank’s notice given by announcement shall be deemed as received by all the relevant parties once publicly announced.

Unless the context otherwise requires, “announcement” referred to herein means an announcement made to holders of domestic shares or as to the announcement required to be published in the PRC according to the relevant provisions and the Articles of Association, means an announcement published in media in the PRC.

Such media shall be designated by the laws and regulations of the PRC or security regulatory organizations under State Council. Announcements made to H shares holders or required to be published in Hong Kong according to the relevant provisions and these Articles of Association shall be made in compliance with Hong Kong Listing Rules. Unless otherwise

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stipulated in the Articles of Association, on the same date when the notice is given to shareholders by the Bank in form of announcement, an electronic version of such notice shall be provided to Hong Kong Stock Exchange through Electronic Publication System for posting on the website of Hong Kong Stock Exchange according to the requirements of Hong Kong Listing Rules. The announcement shall be also posted on the website of the Bank.

Article 287 Unless otherwise stipulated in the Articles of Association, corporate communication (as defined in Hong Kong Listing Rules), such as notices, information or written statements, sent to holders of overseas-listed foreign shares by the Bank may be delivered by hand or by prepaid post to the registered address of each holder of overseas-listed foreign shares. The Bank may deliver its corporate communication in electronic way in accordance with the provisions of Hong Kong Listing Rules, provided that the Bank has made appropriate arrangements and is in compliance with the provisions of Listing Rules regarding delivery of corporate communication in electronic way.

By give a written notice to the Bank, overseas-listed foreign shares holders of the Bank may select receiving corporate communication from the Bank either in electronic way or by post. The shareholder may also select only receive corporate communication in either Chinese or English or both Chinese and English. The shareholder may also give a written notice to the Bank in advance within reasonable time to amend his or her choice of the mean to receive the aforesaid communication and language version(s) according to appropriate procedures.

Article 288 Where a notice is delivered by hand, the recipient shall sign (or affix his or her seal to) the receipt, and the signature date shall be the date of service.

Where a notice is delivered by means of public announcement, relevant announcement shall be published on the newspapers in compliance with the relevant requirements and the date of service shall be the date on which the first announcement is published.

Where a notice is delivered by means of posting, the address of recipient shall be clearly written, the postal fee shall be prepaid and the notice shall be sealed in the envelope, and the date of service shall be the third working days from the date on which the envelope containing such notice is submitted to the post office.

Article 289 An accidental omission of giving notice of a meeting to a person entitled to receive such notice or such person’s failure to receive such notice shall not invalidate the meeting or the resolutions adopted at the meeting.

Article 290 The Bank designates Chinese Securities Journal, Shanghai Securities News, Securities Time, the website of Shanghai Stock Exchange and the website of the Hong Kong Stock Exchange as media for publishing notices and other disclosure of the Bank.

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APPENDIX I

Chapter 20 Supplementary Provisions

Article 291 Definitions:

(1) A de facto controller means any person who, although not a shareholder of a company, can actually control the acts of a company by means of investment, agreement or other arrangement.
(2) A controlling shareholder means a shareholder whose shares account for more than 50% of the total share capital of the Bank; or a shareholder whose shareholding ratio is less than 50% but whose voting rights based on the shares held are sufficient to have a significant impact on the resolutions of the shareholders’ meeting.
(3) Substantial shareholders mean the shareholders who hold or control more than 5% of the shares or voting rights of the Bank, or hold less than 5% of total capital or total shares but have a significant impact upon the operation and management of the Bank. The shareholding ratio of shareholders and its related parties and persons acting in concert shall be calculated together.

For the purpose of the preceding paragraph, “significant impact” includes but is not limited to, dispatching directors, supervisors or senior management to the Bank, affecting the decision making on the financial and business management of the Bank by entering into agreements or by other means, and other circumstances identified by the banking regulatory authority of the State Council or its local branches.

(4) Connected Relations mean the relationship between the controlling shareholders, de facto controllers, directors, supervisors, senior management personnel of a company and enterprises in which they directly or indirectly control, and other relationship that may result in a transfer of the interests of the company. However, statecontrolled companies shall not have any connected relationship among themselves by virtue of being commonly controlled by the State.
(5) Acting in concert refers to act or a fact that an investor enlarges in conjunction with other investors by way of agreements or other arrangements the number of the shares with voting rights of a company that are exercisable by them. The investors who agree to act in concert shall be the persons acting in concert.
(6) Ultimate beneficiaries refer to those persons who are actually entitled to the return on equity interest of a company.
(7) Physical meeting refers to a meeting held by means of on-site, video, telephone, etc., which ensures immediate communication and discussion among participants.

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(8) Circulating written resolution refers to a meeting at which resolutions are made by means of separate delivery of deliberations or circulation of deliberations.
(9) The circumstances in which the “corporate governance mechanism fails” include, but are not limited to: the failure of the Board to be constituted for more than one consecutive year; the failure of the Board to make effective resolutions due to prolonged conflicts among the Directors of the Company and the failure of the Board to resolve the matter through a general meeting; the failure of the Company to convene a general meeting for more than one consecutive year; the failure of the reaching of the statutory proportion or the proportion stipulated in the Articles of Association when voting at the shareholders’ meeting and cannot make an effective resolution at a shareholders’ meeting for more than one year in a row; a proposal for a capital increase due to insufficient capital adequacy or solvency cannot be passed; the existing governance mechanism of the Company cannot function properly resulting in serious difficulties in the operation and management of the Company; and other circumstances as determined by the regulatory authorities.
(10) Related party relationship, affiliated directors and connected shareholders referred in Articles of Association are as same as the definition regulated by the banking regulatory authorities under the State Council and the securities regulatory authorities of the jurisdiction where the Bank’s shares are listed.

Article 292 Unless otherwise as specified herein, only ordinary shares and preference shares with restored voting rights shall be counted for the purpose of requesting to convene an extraordinary general meeting of shareholders, convening and presiding over a shareholders’ meeting, submission of an interim proposal to shareholder’s general meeting and calculation of the shareholdings of relevant shareholders.

Article 293 The Board of Directors shall formulate sub-clauses according to the requirements of the Articles of Association. Sub-clauses shall not be in contradiction with the requirements of the Articles of Association.

Article 294 Should there be any other requirements relating to preference shares by the State, such requirements shall prevail.

Article 295 The Articles of Association shall be written in Chinese. Should there be any inconsistency between different language versions, the latest Chinese version of the Articles of Association approved by and registered with the banking regulatory authorities under the State Council shall prevail.

Article 296 In the context, figures with unspecified terms such as “above”, “within” and “below” shall include the given figures, and figures with “less than”, “beyond”, “under” and “exceed” shall not include the given figures.

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Article 297 The Articles were considered and approved by the general meetings of the Bank and became effective upon the approval of the banking regulatory authorities under the State Council. The provisions relating to preference shares shall take effect upon the completion of the first offering of the preference shares of the Bank.

Article 298 It shall be the responsibility of the Board of Directors to interpret the Articles of Association of the Bank.

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COMPARISON TABLE FOR AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD.

No.	Original Article	New Article	Basis of Amendment
1	(Original Article 1)	To protect the legal rights of China	1. Amended according to
		Minsheng Banking Corp., Ltd.	Article 1 of the Company
	To protect the legal rights of China	(the “Bank”), the shareholders,	Law
	Minsheng Banking Corp., Ltd.	employees and creditors of the Bank,
	(the “Bank”), the shareholders and	regulate the organization and activities	2. The Special Regulations
	creditors of the Bank, ~~and ~~regulate the organization and activities of the Bank,	of the Bank, and improve the modern enterprise system with	of the State Council on Overseas Offering and
	the Articles of Association are hereby	Chinese characteristics, and promote	Listing of Shares by Joint
	formulated in accordance with the	entrepreneurial spirit, the Articles of	Stock Limited Companies
	Company Law of the People’s Republic	Association are hereby formulated in	and the Mandatory
	of China (the “Company Law”), the	accordance with the Company Law of	Provisions for Articles of
	Securities Law of the People’s Republic	the People’s Republic of China	Association of Companies
	of China (the “Securities Law”), the	(the “Company Law”), the Securities	to be Listed Overseas were
	Commercial Banking Law of the	Law of the People’s Republic of China	now repealed
	People’s Republic of China	(the “Securities Law”), the Commercial
	(the “Commercial Banking Law”), ~~the~~	Banking Law of the People’s Republic of
	~~Special Regulations of the State Council~~	China (the “Commercial Banking Law”),
	~~on Overseas Offering and Listing of~~	the State Council Guidance Opinion on
	~~Shares~~ ~~by~~ ~~Joint~~ ~~Stock~~ ~~Limited~~	the Launch of Preference Shares Pilot
	~~Companies (the “Special Regulations”),~~	Scheme and other pertinent rules and
	~~the Mandatory Provisions for Articles of~~	regulations.
	~~Association of Companies to be Listed~~
	~~Overseas (the “Mandatory Provisions”),~~
	the State Council Guidance Opinion on
	the Launch of Preference Shares Pilot
	Scheme and other pertinent rules and
	regulations.

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No.	Original Article			New Article	Basis of Amendment	Basis of Amendment
2	(Original Article 3)			On 14 December 2016, according to an	Amended	according	to
				approval by China Securities Regulatory	actual situation of the Bank
	On 14 December 2016, according		to an	Commission (Zheng Jian Xu Ke
	approval by China Securities Regulatory			[2016] No. 2971), the Bank is authorized
	Commission (Zheng Jian	Xu	Ke	to issue 71,950,000 non-cumulative
	[2016] No. 2971), the Bank is	authorized		perpetual offshore preference shares of
	to issue 71,950,000 non-cumulative			RMB100 each through private placing.
	perpetual offshore preference	shares of		Those shares were listed on The Stock
	RMB100 each through private placing.			Exchange of Hong Kong Limited on 15
	Those shares were listed on	The	Stock	December 2016.In December 2021, the
	Exchange of Hong Kong Limited on 15			Bank redeemed all the offshore
	December 2016.			preference shares in accordance with
				the terms and conditions of the
				offshore preference shares.
3	(Original Article 7)			The Chairman of the Board of Directors	Amended	according	to
				of the Bank shall be the legal	Article 10	of the Company
	The Chairman of the Board of Directors			representative of the Bank. The	Law
	of the Bank shall be	the	legal	resignation of the Chairman of the
	representative of the Bank.			Board of Directors shall be deemed as
				resigning as the legal representative at
				the same time.
4	(Original Article 11)			The senior management referred to in	Amended	according	to
				these Articles of Association shall mean	Article 265 of the Company
	The senior management referred		to in	the president, vice presidents, assistant	Law and actual situation of
	these Articles of Association shall		mean	to the president, financial person-in-	the Bank
	the president, vice presidents, secretary			charge, secretary to the Board of
	to the Board of Directors,~~chief financial~~			Directors, chief audit officer, chief risk
	~~officer~~ and other senior	officers		officer, chief information officer,
	~~recognized ~~by the regulatory authorities.			business director and other senior officers selected and appointed by the
				Board of Directors of the Bank and
				approved by the regulatory authorities.

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APPENDIX I

No.	Original Article	New Article			Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
5	(Original Article 17)	The shares of the Bank shall be			The	original			article
		represented by share certificate and are			in	“Chapter		6	Share
	The shares of the Bank shall be	ordinary shares and preference shares.			Certificate		and	Register
	represented by share certificate and are	The share certificate of the Bank		shall	of	Shareholders”				is
	ordinary shares and preference shares.	be in registered form. Besides		those	consolidated herein
	Ordinary shares refer to ordinary shares	specified in the Company Law, the
	issued by the Bank in accordance with	share certificate of the Bank shall also
	the general provisions of the Company	contain other particulars	as required
	Law. Preference shares refer to shares	by the stock exchange on which the
	issued by the Bank in accordance with	shares of the Bank are listed.
	the Company Law in addition to ordinary
	shares which entitle its holder with	Ordinary shares refer to ordinary shares
	priority over holders of ordinary shares	issued by the Bank in accordance with
	in receiving distribution of profits and	the general provisions of the Company
	remaining assets of the Bank, but with	Law. Preference shares refer to shares
	restrictions on the right to participate in	issued by the Bank in accordance with
	the decision making and management of	the Company Law in addition to ordinary
	the Bank.	shares which entitle its	holder	with
		priority over holders of ordinary shares
		in receiving distribution of profits and
		remaining assets of the Bank, but with
		restrictions on the right to participate in
		the decision making and management of
		the Bank.
6	(Original Article 18)	The shares in the Bank shall be issued in			Amended		according			to
		an open, fair and equal manner and each			Article 16 of the			Guidelines
	The shares in the Bank shall be issued in	share of the same class shall enjoy the			for	Articles of Association
	a fair and equal manner and each share of	same rights.			of Listed Companies
	the same class shall enjoy the same
	rights.	The conditions and price of	each share of
		the same class shall be the	same in each
	The conditions and price of each share of	issue. Anysubscriber shall	pay the	same
	the same class shall be the same in each	price for each share subscribed.
	issue. Any ~~entity or individual ~~shall pay
	the same price for each share subscribed.

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APPENDIX I

No.	Original Article		New Article				Basis	of	Amendment	Amendment	Amendment	Amendment
7	(Original Article 20)		Subject to filing and approval			by the	Amended according					to	the
			securities regulatory authorities under				latest		requirements				for
	Subject to approval by the securities		the State Council and banking regulatory				securities			issuance			and
	regulatory authorities under the State		authorities, the Bank may	issue its shares			actual	situation
	Council and banking regulatory		to domestic and overseas	investors.
	authorities, the Bank may issue its shares
	to domestic and overseas investors.		The overseas investors mentioned in the
			preceding paragraph refer to investors in
	The overseas investors mentioned in the		overseas countries, Hong		Kong,	Macau
	preceding paragraph refer to investors in		and Taiwan in the PRC	who subscribe
	overseas countries, Hong Kong, Macau		for the shares issued by	the Bank; and
	and Taiwan who subscribe for the shares		domestic investors refer	to investors in
	issued by the Bank; and domestic		the PRC, excluding		the	regions
	investors refer to investors in the PRC,		mentioned above, who subscribe			for the
	excluding the regions mentioned above,		shares issued by the Bank.
	who subscribe for the shares issued	by
	the Bank.
8	(Original Article 26)						The	original			article		was
							formulated			according		to the
	~~Pursuant~~ ~~to~~ ~~the~~ ~~proposed~~ ~~issue~~	~~of~~					Mandatory			Provisions			for
	~~overseas~~ ~~listed~~ ~~foreign~~ ~~shares~~ ~~and~~						Articles		of	Association of
	~~domestically listed shares of the Bank~~	~~as~~					Companies			to	be	Listed
	~~approved by the securities regulatory~~						Overseas which were now
	~~authorities of the State Council, the~~						repealed
	~~Board of Directors of the Bank may~~
	~~arrange~~ ~~for~~ ~~such~~ ~~issues~~ ~~in~~ ~~several~~
	~~batches.~~
	~~The Bank may implement each of the~~
	~~proposals on issue of FLSs and DLSs ~~	~~as~~
	~~mentioned in the preceding paragraph~~
	~~within 15 months upon the approval ~~	~~by~~
	~~the securities regulatory authorities ~~	~~of~~
	~~the State Council.~~

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APPENDIX I

No.	Original Article	New Article	New Article							Basis	of Amendment	of Amendment	of Amendment	of Amendment
9	(Original Articles 27)									The	original		article		was
										formulated		according		to the
	~~Where the Bank issues the overseas~~									Mandatory		Provisions			for
	~~listed foreign shares and domestic shares~~									Articles of		Association of
	~~within~~ ~~the~~ ~~total~~ ~~number~~ ~~of~~ ~~shares~~									Companies		to	be	Listed
	~~determined by the plan, every such issue~~									Overseas which were					now
	~~of shares shall be fully subscribed at one~~									repealed
	~~time. Where special circumstances make~~
	~~it impossible for full subscription at one~~
	~~time, the shares may be issued in several~~
	~~batches, subject to approval of the~~
	~~securities regulatory authority of the~~
	~~State Council.~~
10	(Original Article 29)	The Bank may increase					its registered			Amended according				to the
		capital	to	meet	its	operation and				relevant descriptions				of the
	The Bank may increase its registered	development		needs subject			to approval		in	Securities Law
	capital to meet its operation and	accordance		with	the		Articles		of
	development needs subject to approval in	Association.		The Bank may increase its
	accordance with the Articles of	capital by the following				ways:
	Association ~~of the Bank~~. The Bank may
	increase its capital by the following	(1) public offering of ordinary shares;
	ways:
		…
	(1) public offering of ordinary shares;
		After being		approved according				to the
	…	Articles	of	Association,			the	Bank’s
		increase	of capital by issuing new					shares
	After being approved according to the	shall be	conducted		in accordance with
	Articles of Association ~~of the Bank~~, the	the procedures provided				in	relevant laws
	Bank’s increase of capital by issuing new	and administrative regulations.
	shares shall be conducted in accordance
	with the procedures provided in relevant	…
	laws and administrative regulations.
	…
11	(Original Article 30)									The	original		article		was
										formulated		according		to the
	~~Subject to the relevant provisions of the~~									Mandatory		Provisions			for
	~~laws, administrative regulations and the~~									Articles of		Association of
	~~securities regulatory authorities of the~~									Companies		to	be	Listed
	~~jurisdiction in which the Bank’s shares~~									Overseas which were					now
	~~are~~ ~~listed,~~ ~~the~~ ~~Bank’s~~ ~~shares~~ ~~are~~									repealed
	~~transferable and free of any lien.~~

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APPENDIX I

No. Original Article New Article Basis of Amendment 12 (Original Article 32) Where the laws, administrative Descriptions improved with regulations or the securities regulatory reference to the articles of ~~Promoter shares of the Bank shall not be~~ authorities under the State Council association of peers ~~transferred within one year of the date of~~ provide otherwise on the transfer of ~~the Bank’s establishment. The shares in~~ shares of the Bank held by ~~issue before the initial public offer of the~~ shareholders or de facto controllers of ~~Bank shall not be transferred within one~~ listed companies, such provisions shall ~~year of the first date of trading of the~~ prevail. ~~Bank’s shares on the Shanghai Stock Exchange.~~ A major shareholder shall not transfer the equity interest held by him/her within A major shareholder shall not transfer the five years from the date of acquisition, equity interest held by him/her within except for special circumstances such as five years from the date of acquisition, risk disposal measures approved by the except for special circumstances such as banking regulatory authorities under the risk disposal measures approved by the State Council or its branches, transfer banking regulatory authorities under the ordered by the banking regulatory State Council or its branches, transfer authorities under the State Council or its ordered by the banking regulatory branches, transfer under judicial authorities under the State Council or its enforcement or transfer of equity branches, transfer under judicial between different entities controlled by enforcement or transfer of equity the same investor. When a major between different entities controlled by shareholder transfers the equity interest the same investor. When a major held under the conditions permitted by shareholder transfers the equity interest laws and regulations, the said held under the conditions permitted by shareholder shall inform the transferee laws and regulations, the said that it is required to comply with the laws shareholder shall inform the transferee and regulations and the conditions that it is required to comply with the laws stipulated by the banking regulatory and regulations and the conditions authority of the State Council. stipulated by the banking regulatory authority of the State Council. The directors, supervisors and senior

authority of the State Council. The directors, supervisors and senior management of the Bank shall notify the The directors, supervisors and senior Bank their holding of shares in the Bank management of the Bank shall notify the (including preference shares) and Bank their holding of shares in the Bank changes of their holdings. The shares (including preference shares) and transferred in any year during their changes of their holdings. The shares tenures as determined when assuming transferred in any year during their their positions shall not exceed 25% of tenures shall not exceed 25% of the total the total number of the shares of any one number of the shares of any one class class held by them. These individuals held by them. These individuals shall not shall not transfer the shares in the Bank transfer the shares in the Bank held by held by them within six months upon the them within six months upon the completion of their terms of office unless completion of their terms of office unless so demanded by a court. so demanded by a court.

… …

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APPENDIX I ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

No.	Original Article	New Article Basis of Amendment	New Article Basis of Amendment
13	(Original Article 33)	If the Board of the Bank does not abide Descriptions improved
		by the provisions as stipulated in the first
	If the Board of the Bank does not abide	paragraph above, the shareholders may
	by the provisions as stipulated in the first	request the Board to act within 30 days;
	paragraph above, the shareholders may	the responsible directors shall assume
	request the Board to act within 30 days.	related responsibilities as stipulated by
	If the Board of the Bank fails to act	the laws. If the Board of the Bank fails to
	within such period, the shareholders may	act within such period, the shareholders
	institute a proceeding before the People’s	may institute a proceeding before the
	Court in his/her own name for the benefit	People’s Court in his/her own name for
	of the Bank.	the benefit of the Bank.
	~~If the Board of the Bank does not abide~~
	~~by the provision as stipulated in the first~~
	~~paragraph~~ ~~above,~~ ~~the~~ ~~responsible~~
	~~Directors~~ ~~shall~~ ~~assume~~ ~~related~~
	~~responsibilities as stipulated by the laws.~~
14	(Original Article 35)	… Amended	according	to
		Article 224 of the Company
	…	The Bank shall inform its creditors Law
		within 10 days and make a public
	The Bank shall inform its creditors	announcement on newspapers recognized
	within 10 days and make a public	by the stock exchange on which the
	announcement on newspapers recognized	shares of the Bank are listed or
	by the stock exchange on which the	the National Enterprise Credit
	shares of the Bank are listed within 30	Information Publicity System within 30
	days after the resolution to reduce its	days after the resolution to reduce its
	registered capital is passed. Creditors	registered capital is passed. Creditors
	shall be entitled to demand the Bank to	shall be entitled to demand the Bank to
	fully settle any liability or provide	fully settle any liability or provide
	guarantee ~~for debt repayment ~~within 30	guarantee within 30 days after receiving
	days after receiving such notification, or	such notification, or in case of not
	in case of not receiving such notification,	receiving such notification, within 45
	within 45 days after the date of the public	days after the date of the public
	announcement.	announcement.
15	(Original Article 37)	Any repurchase of shares by the Bank in Amended	according	to
		items (1)or (2) of paragraph 1 of Article Article 26 of the Guidelines
	Any repurchase of shares by the Bank in	33 of these Articles of Association is for Articles	of Association
	items (1)~~,~~(2)~~, (3), (6) or (7)~~of paragraph	subject to approval of the shareholders’ of Listed Companies (2023
	1 of Article ~~36 ~~of these Articles of Association is subject to approval of the	general meeting. Any repurchase of shares by the Bank in items (3), (6) or Edition)
	shareholders’ general meeting.	(7) is subject to approval of Board
		meeting attended by two-thirds or
	…	more of directors. Where the laws,
		administrative regulations or the stock
		exchange where the shares of the Bank
		are listed provide otherwise, such
		provisions shall prevail.
		…

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article New Article	Original Article New Article			Basis	of Amendment	of Amendment	of Amendment	of Amendment
16	(Original Article 38) Subject	to	approval of the relevant		The	original		article was
	government		authority, the Bank may		formulated		according		to the
	Subject to approval of the relevant repurchase its shares through public				Mandatory		Provisions for
	government authority, the Bank may centralized		transaction or by other		Articles of		Association of
	repurchase its shares ~~in one of the~~ means as permitted by the applicable				Companies		to	be	Listed
	~~following ways:~~ laws and regulations or asrecognized by the securities authority of the State				Overseas which were now repealed
	~~(1) making an offer to repurchase from~~ Council.
	~~all shareholders of the same class on a~~
	~~pro rata basis;~~ The acquisition of			the Bank’s shares
	under the circumstances of items (3), (6)
	~~(2) repurchasing of shares in open market~~ ~~on a stock exchange;~~ or (7) of Articles	paragraph 1 of Article33 of the of Association shall be made
	through	a public centralized transaction.
	~~(3)~~ ~~repurchasing~~ ~~by~~ ~~means~~ ~~of~~ ~~a~~
	~~contractual agreement outside a stock~~
	~~exchange; or~~
	~~(4) ~~by other means as permitted by the
	applicable laws and regulations or as
	~~approved ~~by the securities authority of
	the State Council.
	The acquisition of the Bank’s shares
	under the circumstances of items (3), (6)
	or (7) of paragraph 1 of Article~~36~~of the
	Articles of Association shall be made
	through a public centralized transaction.

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	Basis	of Amendment	of Amendment	of Amendment	of Amendment
17	(Original Article 39)	The	original		article was
		formulated		according		to the
	~~Where the Bank repurchases its shares by~~	Mandatory		Provisions for
	~~means of a contractual agreement outside~~	Articles of		Association of
	~~a stock exchange, prior approval shall be~~	Companies		to	be	Listed
	~~obtained from the shareholders’ general~~	Overseas which were now
	~~meeting~~ ~~in~~ ~~accordance~~ ~~with~~ ~~these~~	repealed
	~~Articles of Association. Subject to prior~~
	~~approval of the shareholders’ general~~
	~~meeting,~~ ~~same~~ ~~as~~ ~~approval~~ ~~for~~
	~~repurchase, the Bank may rescind or~~
	~~amend~~ ~~the~~ ~~repurchase~~ ~~agreement~~ ~~or~~
	~~waive any of its rights under such~~
	~~agreement.~~
	~~The repurchase agreement referred to in~~
	~~the preceding paragraph shall include but~~
	~~not~~ ~~limited~~ ~~to~~ ~~agreements~~ ~~for~~ ~~the~~
	~~assumption of liabilities and rights of the~~
	~~shares to be repurchased.~~
	~~The~~ ~~Bank~~ ~~shall~~ ~~not~~ ~~transfer~~ ~~any~~
	~~repurchase~~ ~~agreement~~ ~~or~~ ~~any~~ ~~rights~~
	~~thereunder.~~
	~~If redeemable shares are not repurchased~~
	~~by the Bank in open market or through~~
	~~tender, the price of share repurchase shall~~
	~~be fixed at the maximum price available.~~
	~~If shares are repurchased through tender,~~
	~~all the shareholders shall be equally~~
	~~invited for tender.~~

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	Basis	of Amendment	of Amendment	of Amendment	of Amendment
18	(Original Article 40)	The	original		article		was
		formulated		according		to the
	~~Shares legally repurchased by the Bank~~	Mandatory		Provisions			for
	~~shall be cancelled within the period~~	Articles of		Association of
	~~prescribed by the applicable laws or~~	Companies		to	be	Listed
	~~administrative~~ ~~regulations~~ ~~and~~ ~~any~~	Overseas which were					now
	~~changes to the registered capital resulting~~	repealed
	~~from the repurchase shall be filed with~~
	~~the original registry for registration of~~
	~~the change of its registered capital.~~
	~~The total par value of the above shares so~~
	~~cancelled shall be deducted from the~~
	~~registered capital of the Bank.~~
19	(Original Article 41)	The	original		article		was
		formulated		according		to the
	~~Unless the Bank is being liquidated, it~~	Mandatory		Provisions			for
	~~shall~~ ~~comply~~ ~~with~~ ~~the~~ ~~following~~	Articles of		Association of
	~~provisions in relation to the repurchase~~	Companies		to	be	Listed
	~~of its issued and outstanding shares:~~	Overseas which were					now
		repealed
	~~(1) where the Bank repurchases its shares~~
	~~at par, payment shall be made out of its~~
	~~distributable profits or out of proceeds~~
	~~from the issuance of new shares for such~~
	~~purpose;~~
	~~(2) where the Bank repurchases its shares~~
	~~at a premium, payment equivalent to the~~
	~~par value shall be made out of its~~
	~~distributable~~ ~~profits~~ ~~or~~ ~~out~~ ~~of~~ ~~the~~
	~~proceeds from the issuance of new shares~~
	~~for such purpose. Payment of the portion~~
	~~in excess of the par value shall be~~
	~~effected as follows:~~
	~~1. if the shares repurchased were issued~~
	~~at par, payment of the premium shall be~~
	~~made out of the distributable profits of~~
	~~the Bank; or~~

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	New Article		Basis of Amendment
	~~2. if the shares repurchased were issued~~
	~~at a premium, payment shall be made out~~
	~~of the distributable profits of the Bank or~~
	~~out of the proceeds from the issuance of~~
	~~new shares for such purpose, provided~~
	~~that the amount paid out of the proceeds~~
	~~from the new share issuance shall exceed~~
	~~neither the aggregate of the premiums~~
	~~received by the Bank on the issue of the~~
	~~shares~~ ~~repurchased~~ ~~nor~~ ~~the~~ ~~balance~~
	~~(including the premiums on the issuance~~
	~~of new shares) of the Bank’s capital~~
	~~reserve account.~~
	~~(3)~~ ~~payment~~ ~~by~~ ~~the~~ ~~Bank~~ ~~for~~ ~~the~~
	~~following purposes shall be made out of~~
	~~its distributable profits:~~
	~~1. obtaining rights to repurchase its~~
	~~shares;~~
	~~2. modifying any contract regarding~~
	~~shares repurchase; and~~
	~~3. relieving itself from its obligations~~
	~~under any repurchase contract.~~
	~~(4) after the total par value of the shares~~
	~~cancelled is deducted from the registered~~
	~~capital of the Bank in accordance with~~
	~~the~~ ~~relevant~~ ~~provisions,~~ ~~the~~ ~~amount~~
	~~deducted from the distributable profits~~
	~~for payment of the par value of the shares~~
	~~repurchased shall be transferred to the~~
	~~capital reserve account of the Bank.~~

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APPENDIX I

No.	Original Article	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
20	~~Chapter~~ ~~5~~ ~~Financial~~ ~~Assistance~~ ~~for~~	The original chapter was
	~~Acquisition of Shares in the Bank~~	formulated	according		to the
		Mandatory	Provisions for
		Articles of	Association of
		Companies	to	be	Listed
		Overseas which were now
		repealed
21	(Original Article 42)	The original		article was
		formulated	according		to the
	~~The Bank (including its branches) and its~~	Mandatory	Provisions for
	~~subsidiaries~~ ~~(including~~ ~~its~~ ~~affiliated~~	Articles of	Association of
	~~companies) shall not provide financial~~	Companies	to	be	Listed
	~~assistance in the forms of donation,~~	Overseas which were now
	~~advance, guarantee, compensation, loan~~	repealed
	~~or any other forms to a person for the~~
	~~acquisition or proposed acquisition of~~
	~~shares in the Bank. Such acquirers of~~
	~~shares in the Bank include any person~~
	~~who directly or indirectly incurs any~~
	~~obligations arising from the acquisition~~
	~~of shares of the Bank.~~
	~~The Bank (including its branches) and its~~
	~~subsidiaries~~ ~~(including~~ ~~its~~ ~~affiliated~~
	~~companies) shall not, by any means at~~
	~~any time, provide financial assistance to~~
	~~such abovementioned acquirer for the~~
	~~purpose of reducing or discharging the~~
	~~obligations so assumed.~~
	~~This provision shall not be applicable to~~
	~~the cases as described in Article 44.~~

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APPENDIX I

No.	Original Article	Basis	of Amendment	of Amendment	of Amendment	of Amendment
22	(Original Article 43)	The	original		article was
		formulated		according		to the
	~~The financial assistance referred to in~~	Mandatory		Provisions for
	~~this~~ ~~chapter~~ ~~shall~~ ~~include~~ ~~without~~	Articles of		Association of
	~~limitation to:~~	Companies		to	be	Listed
		Overseas which were now
	~~(1) donation;~~	repealed
	~~(2)~~ ~~guarantee~~ ~~(including~~ ~~guarantor’s~~
	~~assumption~~ ~~of~~ ~~responsibility~~ ~~or~~
	~~provision~~ ~~of~~ ~~property~~ ~~to~~ ~~guarantee~~
	~~obligator’s performance of obligation),~~
	~~compensation (excluding compensation~~
	~~for the fault of the Bank), releasing of or~~
	~~waiving of rights;~~
	~~(3) provision of loans or conclusion of~~
	~~contracts under which the Bank has~~
	~~obligations prior to other parties to the~~
	~~contracts, and changes of parties to loans~~
	~~or contracts, or transfers of the rights~~
	~~under the loans or contracts;~~
	~~(4) provision of financial assistance in~~
	~~any other forms, in such an extent that~~
	~~the Bank will become insolvent, has no~~
	~~net assets or its net assets will decrease~~
	~~significantly;~~
	~~(5) the assumption of obligation referred~~
	~~to in this chapter shall include the~~
	~~assumption of obligation due to the~~
	~~change of obligator’s financial status by~~
	~~entering into contracts or arrangements~~
	~~by the obligator or any other means, no~~
	~~matter~~ ~~whether~~ ~~these~~ ~~contracts~~ ~~or~~
	~~arrangements can be enforced or not, and~~
	~~whether such obligations are assumed~~
	~~solely by the obligator or jointly by the~~
	~~obligator and any other persons.~~

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	Basis	of Amendment	of Amendment	of Amendment	of Amendment
23	(Original Article 44)	The	original		article was
		formulated		according		to the
	~~The following actions are not prohibited~~	Mandatory		Provisions for
	~~by Article 42:~~	Articles of		Association of
		Companies		to	be	Listed
	~~(1) the provision of financial assistance~~	Overseas which were now
	~~for the interest of the Bank in good faith~~	repealed
	~~and the main purpose of the financial~~
	~~assistance is not the purchase of shares in~~
	~~the Bank or the provision of financial~~
	~~assistance is a part of some aggregate~~
	~~plan of the Bank;~~
	~~(2) the Bank legally distributes its~~
	~~properties as dividends;~~
	~~(3) the Bank distributes dividends in the~~
	~~form of shares;~~
	~~(4)~~ ~~reduction~~ ~~of~~ ~~registered~~ ~~capital,~~
	~~repurchase of shares and change of share~~
	~~structure according to the Articles of~~
	~~Association;~~
	~~(5) provision of loans by the Bank in its~~
	~~ordinary course of business, provided~~
	~~that the net assets of the Bank will not~~
	~~decrease as a result, or even if the net~~
	~~assets of the Bank decrease, the financial~~
	~~assistance~~ ~~is~~ ~~provided~~ ~~from~~ ~~the~~
	~~distributable profit of the Bank;~~
	~~(6)~~ ~~contribution~~ ~~by~~ ~~the~~ ~~Bank~~ ~~to~~
	~~employees’~~ ~~share~~ ~~option~~ ~~scheme,~~
	~~provided that the net assets of the Bank~~
	~~will not decrease as a result, or even if~~
	~~the net assets of the Bank decrease, the~~
	~~contribution~~ ~~is~~ ~~provided~~ ~~from~~ ~~the~~
	~~distributable profit of the Bank.~~

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article		Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
24	~~Chapter 6 Share Certificate and Register~~		1. Some	of	the articles
	~~of Shareholders~~		in this	chapter		were
			formulated	according		to the
			Mandatory	Provisions for
			Articles of	Association of
			Companies	to	be	Listed
			Overseas which were now
			repealed
			2. Some	articles		were
			consolidated		into	other
			chapters
25	(Original Article 45)		Consolidated		into	other
			chapter
	~~The share certificate of the Bank shall be~~
	~~in registered form.~~
	~~Besides those specified in the Company~~
	~~Law, the share certificate of the ~~	~~Bank~~
	~~shall also contain other particulars as~~
	~~required by the stock exchange on~~	~~which~~
	~~the shares of the Bank are listed.~~
26	(Original Article 46)		The original		article was
			formulated	according		to the
	~~The share certificate shall be signed by~~		Mandatory	Provisions for
	~~the Chairman of the Board of Directors~~		Articles of	Association of
	~~and (if required by the stock exchange on~~		Companies	to	be	Listed
	~~which the shares of the Bank are listed)~~		Overseas which were now
	~~other senior management and shall be~~		repealed
	~~valid upon the fixing (or printing) ~~	~~of the~~
	~~seal of the Bank. The authorization~~	~~of the~~
	~~Board of Directors shall be required for~~
	~~using~~ ~~the~~ ~~seal~~ ~~of~~ ~~the~~ ~~Bank.~~	~~The~~
	~~signatures of the Chairman of the ~~	~~Board~~
	~~of~~ ~~Directors~~ ~~and/or~~ ~~other~~	~~senior~~
	~~management on the share certificates~~
	~~may~~ ~~also~~ ~~be~~ ~~printed~~ ~~on~~ ~~the~~	~~share~~
	~~certificates. The relevant regulations of~~
	~~the securities regulatory authority ~~	~~of the~~
	~~place where the Bank’s shares are ~~	~~listed~~
	~~shall be applicable for trading of the~~
	~~shares of the Bank without delivery of~~
	~~share certificates.~~

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	New Article			Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
27	(Original Article 47)	The Bank shall establish a register		of	1. Amended according to
		shareholders based on the certificates			Article	31 of the Guidelines
	The Bank shall ~~maintain ~~a register of shareholders ~~to record the following~~ ~~particulars:~~	provided by the securities registration agency. The register of shareholders shall be sufficient evidence of the			for Articles of Association of Listed Companies
		shareholders’ holding of the	Bank’s		2. The	original		article was
	~~(1) the name, legal address (domicile)~~	shares.			formulated according				to the
	~~and~~ ~~profession~~ ~~or~~ ~~nature~~ ~~of~~ ~~each~~				Mandatory		Provisions for
	~~shareholder;~~				Articles of		Association of
					Companies		to	be	Listed
	~~(2) the class and number of the shares~~				Overseas which were now
	~~held by each shareholder;~~				repealed
	~~(3) the amount paid or payable for the~~
	~~shares held by each shareholder;~~
	~~(4) the serial numbers of the shares held~~
	~~by each shareholder;~~
	~~(5) the date on which each shareholder is~~
	~~registered as such;~~
	~~(6) the date on which each shareholder is~~
	~~ceased to be a shareholder.~~
	The register of shareholders shall be
	sufficient evidence of the shareholders’
	holding of the Bank’s shares~~unless there~~
	~~is evidence to the contrary.~~
28	(Original Article 48)				The original			article was
					formulated according				to the
	~~Subject~~ ~~to~~ ~~understanding~~ ~~and/or~~				Mandatory		Provisions for
	~~agreement of the securities regulatory~~				Articles of		Association of
	~~authority~~ ~~of~~ ~~the~~ ~~State~~ ~~Council~~ ~~and~~				Companies		to	be	Listed
	~~overseas securities regulatory authority,~~				Overseas which were now
	~~the Bank may maintain the register of~~				repealed
	~~shareholders of overseas-listed shares~~
	~~under the custody of an overseas agent.~~
	~~The Bank’s register of shareholders of H~~
	~~shares is maintained in Hong Kong.~~
	~~The Bank shall maintain a duplicate copy~~
	~~of~~ ~~the~~ ~~register~~ ~~of~~ ~~shareholders~~ ~~of~~
	~~overseas-listed shares at the registered~~
	~~office of the Bank. The overseas agent~~
	~~shall ensure the consistency between the~~
	~~original copy and duplicate copy of the~~
	~~register of shareholders of overseas-~~
	~~listed shares at all time. In case of~~
	~~inconsistency between the original copy~~
	~~and duplicate copy of the register of~~
	~~shareholders of overseas-listed shares,~~
	~~the original copy shall prevail.~~

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APPENDIX I

No.	Original Article	Basis	of Amendment	of Amendment	of Amendment	of Amendment
29	(Original Article 49)	The	original		article was
		formulated		according		to the
	~~The Bank shall maintain a complete~~	Mandatory		Provisions for
	~~registers of shareholders.~~	Articles of		Association of
		Companies		to	be	Listed
	~~The~~ ~~registers~~ ~~of~~ ~~shareholders~~ ~~shall~~	Overseas which were now
	~~comprise of the followings:~~	repealed
	~~(1)~~ ~~the~~ ~~register~~ ~~of~~ ~~shareholders~~
	~~maintained at the registered office of the~~
	~~Bank other than those specified in (2)~~
	~~and (3) of this Article;~~
	~~(2) the register of shareholders of the~~
	~~Bank’s overseas-listed shares maintained~~
	~~in the jurisdiction of the stock exchange~~
	~~on which the overseas-listed shares are~~
	~~listed;~~
	~~(3)~~ ~~the~~ ~~register~~ ~~of~~ ~~shareholders~~
	~~maintained at other places as determined~~
	~~by the Board of Directors for the purpose~~
	~~of listing the shares of the Bank.~~
30	(Original Article 50)	The	original		article was
		formulated		according		to the
	~~The~~ ~~content~~ ~~of~~ ~~the~~ ~~registers~~ ~~of~~	Mandatory		Provisions for
	~~shareholders shall be exclusively. A~~	Articles of		Association of
	~~transfer of shares registered in a register~~	Companies		to	be	Listed
	~~of shareholders shall not be registered in~~	Overseas which were now
	~~another register of shareholders during~~	repealed
	~~the continuation of the registration.~~
	~~Changes or amendments of the registers~~
	~~of shareholders shall be made according~~
	~~to the applicable laws of the respective~~
	~~jurisdictions in which the registers of~~
	~~shareholders are maintained.~~

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APPENDIX I

No.	Original Article	Basis of Amendment	Basis of Amendment
31	(Original Article 51)	The original	article	was
		formulated according to the
	~~All~~ ~~paid~~ ~~up~~ ~~H~~ ~~shares~~ ~~are~~ ~~freely~~	former Listing	Rules of the
	~~transferable subject to these Articles of~~	Stock Exchange, and		the
	~~Association. The Board may refuse to~~	relevant article(s) was/were
	~~accept any document of transfer without~~	now deleted
	~~giving any reasons unless otherwise the~~
	~~following conditions are fulfilled:~~
	~~(1) all transfer instrument or other~~
	~~documents in relation to or affecting the~~
	~~ownership~~ ~~of~~ ~~the~~ ~~securities~~ ~~to~~ ~~be~~
	~~registered are submitted for registration~~
	~~and a payment of HK$2.5 or such other~~
	~~amount~~ ~~as~~ ~~stipulated~~ ~~in~~ ~~the~~ ~~Rules~~
	~~Governing the Listing of Securities on~~
	~~The Stock Exchange of Hong Kong~~
	~~Limited~~ ~~(hereinafter~~ ~~referred~~ ~~as~~ ~~the~~
	~~“Hong Kong Listing Rules”), if higher, is~~
	~~made to the Bank;~~
	~~(2) the transfer instrument only relates to~~
	~~the~~ ~~overseas-listed~~ ~~foreign~~ ~~invested~~
	~~shares listed in Hong Kong;~~
	~~(3) stamp duty payable of the transfer~~
	~~instrument is paid;~~
	~~(4) relevant share certificate and such~~
	~~evidence as the Board may reasonably~~
	~~require to show the right of the transferor~~
	~~to make the transfer are provided;~~
	~~(5) for shares to be transferred to joint~~
	~~shareholders,~~ ~~the~~ ~~number~~ ~~of~~ ~~joint~~
	~~shareholders shall not exceed 4;~~
	~~(6) the relevant shares are free from any~~
	~~liens of the Bank.~~

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	Basis	of Amendment	of Amendment	of Amendment	of Amendment	of Amendment
	~~The transfer of H shares of the Bank shall~~
	~~be carried out in writing on normal or~~
	~~standard instruments of transfer or on a~~
	~~form acceptable to the Board, and such~~
	~~transfer document shall be signed only~~
	~~by hand or, if the transferor or transferee~~
	~~is a security clearing institution or its~~
	~~representative recognised in accordance~~
	~~with the applicable laws and regulation~~
	~~in Hong Kong, signed by hand or signed~~
	~~in printed mechanical form. All transfer~~
	~~instruments shall be maintained at the~~
	~~legal address of the Bank or other places~~
	~~the Board may designate from time to~~
	~~time.~~
32	(Original Article 52)	The	original			article was
		formulated according					to the
	~~Where~~ ~~the~~ ~~laws,~~ ~~administrative~~	Mandatory Provisions for
	~~regulations,~~ ~~departmental~~ ~~rules,~~	Articles		of Association of
	~~normative~~ ~~documents~~ ~~and~~ ~~the~~ ~~stock~~	Companies			to	be	Listed
	~~exchanges or regulatory authorities of~~	Overseas which were now
	~~the jurisdiction where the Bank’s shares~~	repealed
	~~are listed have provisions on the period~~
	~~of closure of register prior to a general~~
	~~meeting~~ ~~or~~ ~~the~~ ~~record~~ ~~date~~ ~~for~~
	~~determining~~ ~~entitlements~~ ~~to~~ ~~dividend~~
	~~distribution,~~ ~~such~~ ~~provisions~~ ~~shall~~
	~~prevail.~~
33	(Original Article 53)	Consolidated				into	other
		chapter
	~~When the Bank convenes a shareholders’~~
	~~meeting, distributes dividends, liquidates~~
	~~and engages in other behaviors for which~~
	~~confirmation of shareholding is required,~~
	~~the Board of Directors or the convener of~~
	~~the~~ ~~shareholders’~~ ~~meeting~~ ~~shall~~
	~~determine a certain date as the record day~~
	~~of shareholding. After the close of~~
	~~market on the record day, the registered~~
	~~shareholders~~ ~~in~~ ~~the~~ ~~register~~ ~~of~~
	~~shareholders~~ ~~shall~~ ~~be~~ ~~the~~ ~~Bank’s~~
	~~shareholders enjoying the relevant rights.~~

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	Basis	of Amendment	of Amendment	of Amendment	of Amendment
34	(Original Article 54)	The	original		article was
		formulated		according		to the
	~~Anyone who raises objections regarding~~	Mandatory		Provisions for
	~~the register of shareholders and demands~~	Articles of		Association of
	~~his/her/its name registered on or deleted~~	Companies		to	be	Listed
	~~from the register of shareholders may~~	Overseas which were now
	~~petition the competent court to have the~~	repealed
	~~register of shareholders be corrected.~~
35	(Original Article 55)	The	original		article was
		formulated		according		to the
	~~For any shareholder whose name is~~	Mandatory		Provisions for
	~~registered on the register of shareholders~~	Articles of		Association of
	~~or anyone who demands his/her/its name~~	Companies		to	be	Listed
	~~registered on the register of shareholders,~~	Overseas which were now
	~~if his/her/its share certificates (“Original~~	repealed
	~~Share Certificate”) are lost, he/she/it may~~
	~~apply to the Bank for replacement of new~~
	~~share certificates (“Relevant Shares”).~~
	~~Application for replacement of lost share~~
	~~certificates by holders of domestic shares~~
	~~shall be dealt with according to Article~~
	~~143 of the Company Law.~~
	~~Application for replacement of lost share~~
	~~certificates by holders of overseas-listed~~
	~~foreign~~ ~~shares~~ ~~shall~~ ~~be~~ ~~dealt~~ ~~with~~
	~~according to the laws of the jurisdiction~~
	~~in which the original copy of the register~~
	~~of shareholders is maintained and the~~
	~~rules of the stock exchange or other~~
	~~applicable regulations.~~
	~~Application for replacement of lost share~~
	~~certificates by holders of H shares shall~~
	~~fulfill the following conditions:~~

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	No.	Original Article	New Article	Basis of Amendment	Basis of Amendment
		~~(1) the application shall be made in the~~
		~~standard format specified by the Bank~~
		~~together with a notarial certificate or~~
		~~statutory~~ ~~declaration.~~ ~~The~~ ~~notarial~~
		~~certificate or statutory declaration shall~~
		~~contain the reasons of application, an~~
		~~account and evidence of how the share~~
		~~certificates are lost, and a relevant~~
		~~statement of other person (if any) in~~
		~~relation to the application for registration~~
		~~of the Relevant Shares.~~
		~~(2) the Bank receives no claim by anyone~~
		~~other than the applicant who demands~~
		~~registration as a shareholder of the~~
		~~Relevant Shares before the Bank decides~~
		~~to~~ ~~issue~~ ~~new~~ ~~share~~ ~~certificates~~ ~~for~~
		~~replacement.~~
		~~(3) announcements of the decision to~~
		~~issue~~ ~~new~~ ~~share~~ ~~certificates~~ ~~for~~
		~~replacement~~ ~~by~~ ~~the~~ ~~Bank~~ ~~shall~~ ~~be~~
		~~published on the newspapers specified by~~
		~~the Board of Directors for 90 days. The~~
		~~announcement shall be republished at~~
		~~least once every 30 days.~~
		~~(4) before the issue of the announcement~~
		~~on the decision to issue new share~~
		~~certificates for replacement, the Bank~~
		~~shall file with the stock exchange on~~
		~~which its shares are listed a draft of the~~
		~~announcement. The announcement is~~
		~~allowed~~ ~~to~~ ~~be~~ ~~published~~ ~~upon~~
		~~confirmation of the stock exchange that~~
		~~the announcement has been displayed at~~
		~~the stock exchange. The announcement~~
		~~shall be displaced at the stock exchange~~
		~~for 90 days.~~

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	Basis	of Amendment	of Amendment	of Amendment	of Amendment	of Amendment
	~~If the registered shareholders of the~~
	~~Relevant Shares do not consent to the~~
	~~application for issuing share certificate~~
	~~for replacement, the Bank shall mail to~~
	~~the~~ ~~shareholders~~ ~~the~~ ~~copy~~ ~~of~~ ~~the~~
	~~announcement to be published.~~
	~~(5) upon the expiry of the 90 days of~~
	~~announcement and display as stipulated~~
	~~in (3) and (4) of this Article, if it receives~~
	~~no objection to the issuance of share~~
	~~certificates for replacement, the Bank~~
	~~may issue the new share certificates in~~
	~~accordance~~ ~~with~~ ~~the~~ ~~application~~ ~~for~~
	~~replacement.~~
	~~(6) upon issue of new share certificates~~
	~~in accordance with this Article, the Bank~~
	~~shall simultaneously cancel the Original~~
	~~Share Certificate, and shall register the~~
	~~cancellation~~ ~~and~~ ~~the~~ ~~replacement~~
	~~issuance on the register of shareholders.~~
	~~(7) all the expenses incurred by the Bank~~
	~~for the cancellation of Original Share~~
	~~Certificate and issuance of new share~~
	~~certificates shall be reimbursed by the~~
	~~applicant. The Bank shall be entitled to~~
	~~refuse to take any actions before the~~
	~~applicant provides reasonable guarantee~~
	~~for the payment of the expenses.~~
36	(Original Article 56)	The	original			article was
		formulated			according		to the
	~~After the issue of new share certificates~~	Mandatory			Provisions for
	~~by the Bank under the provisions of the~~	Articles		of	Association of
	~~Articles of Association, the names of~~	Companies			to	be	Listed
	~~bona fide purchasers obtaining the new~~	Overseas which were now
	~~share certificates or any subsequent~~	repealed
	~~shareholders registered as the owners of~~
	~~the shares (bona fide purchasers) shall~~
	~~not be deleted from the register of~~
	~~shareholders.~~

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	Original Article			New Article					Basis of Amendment	Basis of Amendment
37	(Original Article 57)									The original article was
										formulated according	to the
	~~The Bank shall assume no obligation of~~									Mandatory Provisions for
	~~indemnification to anyone for any losses~~									Articles of Association of
	~~arising from the cancellation of ~~			~~the~~						Companies to be	Listed
	~~Original Share Certificates or issuance of~~									Overseas which were now
	~~the new share ~~	~~certificates, unless ~~		~~the~~						repealed
	~~person~~ ~~can~~	~~provide~~	~~evidence~~	~~of~~
	~~fraudulence on ~~	~~the part of the Bank.~~
38	(Original Article 60)				The Bank shall establish a register of					1. The original article was
					shareholders	based on the certificates				formulated according	to the
	~~Shareholders of the Bank shall be parties~~ ~~legally holding shares of the Bank with~~ ~~their names registered in the register of~~ ~~shareholders.~~				provided by the securities registration agency. The register of shareholders shall be sufficient evidence of the shareholders’ holding of the Bank’s					Mandatory Provisions for Articles of Association of Companies to be Listed Overseas which were now
					shares.					repealed
	…
					…					2. The relevant article	of the
										original “Chapter 6	Share
										Certificate and Register
										of Shareholders”	is
										consolidated into	this
										chapter
39					When the	Bank	convenes		a	The article of	the
					shareholders’	meeting,		distributes		original “Chapter 6	Share
					dividends, liquidates and engages in					Certificate and Register
					other activities that require					of Shareholders”	is
					confirmation	of the		identity of		consolidated into	this
					shareholders,	the Board		of Directors		chapter
					or the convener of the		shareholders’
					meeting shall	determine a		certain date
					as the record	date. After		the close of
					market on	the record		date, the
					registered shareholders in the register
					of shareholders shall be			the Bank’s
					shareholders	enjoying	the relevant
					rights.

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	New Article	Basis of Amendment	Basis of Amendment
40	(Original Article 62)	The holders of ordinary shares of the Amended		according	to
		Bank shall enjoy the following rights:	Article 110	of the Company
	The holders of ordinary shares of the		Law
	Bank shall enjoy the following rights:	…
	…	(2) requiring, convening, chairing	or
		attending shareholders’ meetings	in
	(2) requiring, convening, chairing or	person or by proxy in accordance with
	attending shareholders’~~general ~~meetings	the laws and exercising their voting
	in person or by proxy in accordance with	rights at the meetings in proportion to the
	the laws and exercising their voting	number of the shares held;
	rights at the meetings in proportion to the
	number of the shares held;	…
	…	(4) transferring, granting or pledging
		their shares in accordance with the laws,
	(4) transferring, granting or pledging	administrative regulations, the relevant
	their shares in accordance with the laws,	requirements of the security regulatory
	administrative regulations, the relevant	authorities of the place(s) where the
	requirements of the security regulatory	shares are listed, and the provisions	of
	authorities of the place(s) where the	the Articles of Association;
	shares are listed, and the provisions of
	the Articles of Association;	(5) accessing and copying the Articles
		of Association, the register	of
	~~(5) obtaining relevant information in~~ ~~accordance with the provisions of the~~ ~~Articles of Association, including:~~	shareholders, the register of bondholders of the Bank, minutes of shareholders’ meetings, resolutions of the Board meetings, resolutions of the
	~~(i) obtaining a copy of the Articles of~~ ~~Association after paying the relevant~~ ~~cost;~~	meetings of the Supervisory Board, and financial accounting reports;
		…
	~~(ii) reviewing and making copies of the~~
	~~following~~ ~~documents~~ ~~after~~ ~~paying~~
	~~reasonable costs:~~
	~~1.~~ ~~all~~ ~~parts~~ ~~of~~ ~~the~~ ~~register~~ ~~of~~
	~~shareholders;~~
	~~2. personal information of the directors,~~
	~~supervisors, president or other senior~~
	~~management of the Bank, including;~~

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

Original Article		New Article Basis of
~~(A)~~ ~~current~~ ~~and~~ ~~former~~ ~~names~~	~~and~~	(7) requesting the Bank to repurchase
~~aliases;~~		his/her shares in the event that he/she
		disagrees with the resolution of the
~~(B)~~ ~~correspondence~~ ~~(residential)~~		shareholders’ meeting on the merger or
~~addresses;~~		separation of the Bank;
~~(C) nationalities;~~		…
~~(D) full time and all other part-time~~
~~positions and duties; and~~
~~(E)~~ ~~identification~~ ~~documents~~	~~and~~
~~numbers.~~
~~(iii) share capital structure of the Bank;~~
~~(iv)~~ ~~the~~ ~~latest~~ ~~audited~~ ~~financial~~
~~statements and reports of the Board,~~
~~auditors and Supervisory Board of ~~	~~the~~
~~Bank;~~
~~(v) special resolutions of the Bank;~~
~~(vi) reports showing the aggregate ~~	~~par~~
~~value, number, maximum and minimum~~
~~prices paid in respect of each class of~~
~~shares repurchased by the Bank since~~	~~the~~
~~end of the previous accounting year ~~	~~and~~
~~the aggregate amount incurred by ~~	~~the~~
~~Bank for this purpose;~~
~~(vii) counterfoils of debentures of ~~	~~the~~
~~Bank; and~~
~~(viii)~~ ~~minutes~~ ~~of~~ ~~the~~ ~~shareholders’~~
~~general meetings.~~
~~The Bank shall maintain the above ~~	~~and~~
~~any other relevant documents at ~~	~~the~~
~~Bank’s correspondence address in Hong~~
~~Kong for inspection of public members~~
~~and shareholders according to the Hong~~
~~Kong Listing Rules. Public members ~~	~~are~~
~~only entitled to inspect the documents~~
~~stated in items (i) to (vi) above.~~
…
(7) requesting the Bank to repurchase
his/her shares in the event that he/she
disagrees with the resolution of	the
shareholders’ ~~general ~~meeting on	the
merger or separation of the Bank;
…

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	New Article	Basis	of Amendment
41	(Original Article 66)	In the event that any resolution of the	Amended	according	to
		shareholders’ meetings or the Board of	Article 26	of the Company
	In the event that any resolution of the	Directors violates any laws or	Law
	shareholders’~~general ~~meetings or Board	administrative regulations, shareholders
	~~meetings~~ violates any laws or	are entitled to file a petition to the
	administrative regulations, shareholders	competent People’s Court to have such
	are entitled to file a petition to the	resolution rescinded.
	competent People’s Court to have such
	resolution rescinded.	In the event that the convening of a
		shareholders’ meeting or Board meeting
	In the event that the convening of a	or any voting procedure in such meetings
	shareholders’ ~~general ~~meeting or Board	violates the laws, administrative
	meeting or any voting procedure in such	regulations or the Articles of
	meetings violates the laws,	Association, or any resolution violates
	administrative regulations or the Articles	the provisions of the Articles of
	of Association, or any resolution violates	Association, shareholders shall have the
	the provisions of the Articles of	right to file a petition to the competent
	Association, shareholders shall have the	People’s Court to have such resolution
	right to file a petition to the competent	revoked within 60 days from the date of
	People’s Court to have such resolution	the resolution. However, this does not
	revoked within 60 days from the date of	apply in the event that the convening
	the resolution.	of a shareholders’ meeting or Board
		meeting or any voting procedure in
		such meetings has minor flaws only
		which have no substantial impact on
		any resolution.
42	(Original Article 72)	Shareholders who guarantee themselves	Improved	according	to
		or others with the shares of the Bank	Paragraph	3 of the CBRC
	Shareholders who guarantee themselves	shall strictly comply with laws and	Notice	on Enhancing
	or others with the shares of the Bank	regulations and the requirements of	Management of Pledge		of
	shall strictly comply with laws and	regulatory authorities, and notify the	Equity	Interest	in
	regulations and the requirements of	Board of Directors of the Bank in	Commercial Banks
	regulatory authorities, and notify the	advance, and shall not damage interests
	Board of Directors of the Bank in	of other shareholders or the Bank. The
	advance, and shall not damage interests	Board office or other departments
	of other shareholders or the Bank.	designated by the Board shall be
		responsible for the daily work of
	…	collecting, collating and submitting the
		equity pledge information of the Bank.
		…

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article		Basis	of Amendment	of Amendment	of Amendment	of Amendment
43	(Original Article 74)		The	original		article was
			formulated		according		to the
	~~In addition to obligations on controlling~~		Mandatory		Provisions for
	~~shareholders imposed by the applicable~~		Articles of		Association of
	~~laws,~~ ~~administrative~~ ~~regulations~~	~~or~~	Companies		to	be	Listed
	~~requirements~~ ~~imposed~~ ~~by~~ ~~the~~ ~~stock~~		Overseas which were now
	~~exchange(s) on which the shares of the~~		repealed
	~~Bank are listed, a controlling shareholder~~
	~~shall not exercise his/her voting rights, in~~
	~~a manner prejudicial to the interest of~~	~~all~~
	~~or some of the shareholders of the Bank~~
	~~in respect of the following matters:~~
	~~(1) exempting the responsibility of a~~
	~~director or a supervisor to act in good~~
	~~faith and in the best interest of the Bank;~~
	~~(2) approving a director or a supervisor~~
	~~to deprive the property of the Bank~~
	~~(including~~ ~~but~~ ~~not~~ ~~limited~~ ~~to~~ ~~the~~
	~~opportunities favorable to our Bank) ~~	~~in~~
	~~any form for his own benefit or for the~~
	~~benefits of others;~~
	~~(3) approving a director or a supervisor~~
	~~to deprive the individual rights and~~
	~~interests of other shareholders (including~~
	~~but not limited to any distribution rights~~
	~~and voting rights, but excluding the~~
	~~restructuring of the Bank which ~~	~~is~~
	~~submitted to the shareholders’ general~~
	~~meeting for approval in accordance with~~
	~~the Articles of Association) for his own~~
	~~benefit or for the benefits of others.~~

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APPENDIX I

No. Original Article New Article Basis of Amendment 44 (Original Article 75) The original article was formulated according to the ~~A “controlling shareholder” mentioned in~~ Mandatory Provisions for ~~the previous articles shall refer to a~~ Articles of Association of ~~person satisfying any of the following~~ Companies to be Listed ~~conditions:~~ Overseas which were now repealed ~~(1) may elect more than half of the directors when acting alone or in concert with others; (2) may exercise or control the exercise of 30% or more of the total voting shares of the Bank when acting alone or in concert with others; (3) may hold 30% or more of the issued and outstanding shares of the Bank when acting alone or in concert with others; or (4) may de facto control the Bank in any other manner when acting alone or in concert with others.~~ 45 (Original Article 76) The shareholders’ meeting should be the Amended according to organ of authority of the Bank and shall Articles 15, 112 and 152 of The shareholders’ ~~general~~ meeting exercise the following duties and powers the Company Law and the should be the organ of authority of the in accordance with law: actual situation of the Bank Bank and shall exercise the following with reference to the duties and powers in accordance with … articles of association of law: peers (xii) to examine and authorize the … Board of Directors to decide within three years to issue not more than 50% ~~(xii)~~ to decide to issue preference shares of the issued shares; and decide or authorize the Board of Directors to decide the matters related to (xiii) to decide to issue preference shares the issued preference shares of the Bank, and decide or authorize the Board of including but not limited to making Directors to decide the matters related to decision on repurchase or conversion of the issued preference shares of the Bank, or distribution of dividends on such including but not limited to making preference shares; decision on repurchase or conversion of or distribution of dividends on such ~~(xiii)~~ to pass resolutions regarding the preference shares; issuance of corporate bonds; (xiv) to pass resolutions regarding the … issuance of corporate bonds , or to authorize the Board of Directors to pass resolutions regarding the issuance of corporate bonds; …

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APPENDIX I

	No.	Original Article		New Article	Basis	of Amendment
		~~(xvii) ~~to examine and approve any ~~material~~guarantee with an amount in one single instalment exceeding 1% of the		(xviii) to examine and approve any guarantee provided by the Bank for its shareholders on non-commercial bank
		Bank’s total assets;		businesses, and to examine and approve
				any guarantee with an amount in one
		~~(xviii) ~~to examine proposals raised by		single instalment exceeding 1% of the
		shareholders who individually or jointly		Bank’s total assets provided by the
		hold more than ~~3~~% of the total issued		Bank for non-shareholders on non-
		voting shares of the Bank;		commercial bank businesses;
		…		(xix) to examine proposals raised by
				shareholders who individually or jointly
		The above duties and powers of the		hold more than 1% of the total issued
		shareholders’ ~~general ~~meeting shall not		voting shares of the Bank;
		be delegated to the Board of Directors or
		any other institutions or individuals.		…
				The above duties and powers of the
				shareholders’ meeting shall not be
				delegated to the Board of Directors or
				any other institutions or individuals.
				Matters that shall be decided by the
				shareholders’ meeting as stipulated by
				the laws, administrative regulations,
				departmental rules, relevant
				provisions of the securities regulatory
				authority of the place of listing and the
				Articles of Association must be
				considered by the shareholders’
				meeting to protect the decision-making
				power of the shareholders of the Bank
				on such matters. Where necessary,
				reasonable and legal, the shareholders’
				meeting may authorize the Board of
				Directors to decide on specific matters
				related to the matters resolved that
				cannot or do not need to be decided
				immediately at the shareholders’
				meeting. The content of such
				authorization shall be clear and
				specific.

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APPENDIX I

No.	Original Article		New Article				Basis of Amendment
46	(Original Article 78)		An extraordinary shareholders’ meeting				1. Amended according to
			shall be convened within	two months			Article 20 of the Code of
	An extraordinary shareholders’ ~~general~~		from the occurrence of	any of the			Corporate Governance of
	meeting shall be convened within two		following circumstances:				Banking and Insurance
	months from the occurrence of any of the						Institutions
	following circumstances:		…
							2. “An extraordinary
	…		(iv) when such meeting is	requested by			shareholders’ meeting shall
			more than half of the	independent			be convened upon
	(iv) when such meeting is	requested by	Directors (at least two);				submission to the Board of
	more than half of the	independent					Directors by more than half
	Directors ~~or more than ~~	~~half of the~~	…				and not fewer than two of
	~~external supervisors ~~(~~both ~~	at least two);					the external supervisors”
							was consolidated into a new
	…						article
47	(Original Article 80)		The independent Directors	shall have the			Amended according to
			right to jointly propose to	the	Board of		Article 47 of the Guidelines
	~~More~~ ~~than~~ ~~half~~ ~~of~~ the	independent	Directors to convene	extraordinary			for Articles of Association
	Directors ~~(at least two) ~~shall have the		shareholders’ meeting. The		Board of		of Listed Companies (2023
	right to jointly propose to	the Board of	Directors shall, in accordance with			laws,	Edition)
	Directors to convene	extraordinary	administrative regulations		and	the
	shareholders’ ~~general~~ meeting. The		Articles of Association, make		a written
	Board of Directors shall, in accordance		response on whether or not it		agrees to
	with laws, administrative regulations and		convene such meeting within		ten	days
	the Articles of Association, make a		upon receipt of such proposal.
	written response on whether or not it
	agrees to convene such meeting within		…
	ten days upon receipt of such proposal.
	…
48	New Article		An extraordinary shareholders’				Submission by “more than
			meeting shall be convened			upon	half of the external
			submission to the Board	of	Directors		supervisors” to convene an
			by more than half and not fewer			than	extraordinary shareholders’
			two of the external supervisors.				meeting in the original
							Article 78 was consolidated
							into a new article

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No. Original Article New Article Basis of Amendment 49 (Original Article 87) The Board of Directors, the Supervisory Amended according to Board, as well as shareholders Article 115 of the Company The Board of Directors, the Supervisory individually or jointly holding not less Law Board, as well as shareholders than 1 % of the total voting shares shall individually or jointly holding not less be entitled to propose their resolutions to than ~~3%~~ of the total voting shares shall the shareholders’ meeting of the Bank. be entitled to propose their resolutions to the shareholders’ ~~general~~ meeting of the Shareholders individually or jointly Bank. holding not less than 1% of the total voting shares of the Bank may submit an Shareholders individually or jointly interim proposal to the meeting convener holding not less than ~~3~~ % of the total in writing ten days prior to the date of the voting shares of the Bank may submit an shareholders’ meeting. Convener of the interim proposal to the meeting convener shareholders’ meeting shall issue in writing ten days prior to the date of the supplemental notice of the meeting shareholders’ ~~general~~ meeting. Convener setting out the content of such interim of the shareholders’ ~~general~~ meeting proposal within two days after the receipt shall issue supplemental notice of the of such proposal , and submit the same meeting setting out the content of such to the shareholders’ meeting for interim proposal within two days after consideration, except where such the receipt of such proposal. interim proposal violates the provisions of laws, administrative Except in the circumstances provided in regulations or the Articles of the above paragraph, the convener shall Association, or is not within the scope not amend any proposal set out in the of authority of the shareholders’ notice of meeting or add any new meeting. proposal subsequent to the publication of such notice. Except in the circumstances provided in the above paragraph, the convener shall The shareholders’ ~~general~~ meeting shall not amend any proposal set out in the not adopt resolutions on proposals that notice of meeting or add any new have not been specified in the notice of proposal subsequent to the publication of shareholders’ ~~general~~ meeting or not in such notice. compliance with Article ~~86~~ of the Articles of Association. The shareholders’ meeting shall not adopt resolutions on proposals that have not been specified in the notice of shareholders’ meeting or not in compliance with Article 64 of the Articles of Association.

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	New Article	Basis	of Amendment	of Amendment	of Amendment	of Amendment
50	(Original Article 89)		The	original		article was
			formulated		according		to the
	~~When the Bank convenes an annual~~		Mandatory		Provisions for
	~~shareholders’~~ ~~general~~ ~~meeting,~~ ~~the~~		Articles of		Association of
	~~shareholders holding 3% or more of the~~		Companies		to	be	Listed
	~~total voting shares of the Bank or the~~		Overseas which were now
	~~supervisory board shall have the right to~~		repealed
	~~propose new motions in writing, and the~~
	~~Bank shall place on the agenda those~~
	~~matters in the proposed motions that are~~
	~~within the scope of functions and powers~~
	~~of the shareholders’general meeting.~~
51	(Original Article 90)	A notice of the shareholders’ meeting	The	original		article was
		must be in written form and shall contain	formulated		according		to the
	A notice of the shareholders’ ~~general~~	the following particulars:	Mandatory		Provisions for
	meeting must be in written form and		Articles of		Association of
	shall contain the following particulars:	…	Companies		to	be	Listed
			Overseas which were now
	…	(iv) the record date on which the	repealed
		shareholders are eligible to attend the
	(iv) the record date on which the	meeting;
	shareholders are eligible to attend the
	meeting;	(v) the name and phone number of the
		contact person of the meeting;
	(v) the name and phone number of the
	contact person of the meeting;	(vi) time and procedures of voting
		through internet or other ways.
	(vi) time and procedures of voting
	through internet or other ways~~;~~
	~~(vii)~~ ~~all~~ ~~necessary~~ ~~information~~ ~~and~~
	~~explanations for the shareholders to~~
	~~exercise~~ ~~informed~~ ~~decisions~~ ~~on~~ ~~the~~
	~~matters to be discussed, which shall~~
	~~include without limitation to the terms of~~
	~~the~~ ~~proposed~~ ~~transaction~~ ~~in~~ ~~detail~~
	~~together with copies of the proposed~~
	~~agreement, if any, and the explanation of~~
	~~the cause and effect of any proposal to~~
	~~merge~~ ~~the~~ ~~Bank~~ ~~with~~ ~~others,~~ ~~to~~
	~~repurchase shares, to reorganize the~~
	~~share capitals or to restructure the Bank~~
	~~in any other way raised by the Bank;~~

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article New Article					Basis of Amendment	Basis of Amendment
	~~(viii) a disclosure of the nature and~~
	~~extent of any material interest of a~~
	~~director, supervisor, president or other~~
	~~senior executive officer in the matters for~~
	~~discussion and the effect of such interest~~
	~~on his capacity as a shareholder insofar~~
	~~as it is different from the interest of the~~
	~~shareholders of the same class;~~
	~~(ix) the full text of any proposed special~~
	~~resolution to be voted at the meeting;~~
	~~(x) the time and place for lodging proxy~~
	~~forms for the relevant meeting.~~
52	(Original Article 91) Where the elections of director				and	Descriptions improved,		the
	supervisor will	be discussed at			the	relevant requirements have
	Where the elections of director and shareholders’ meeting, the notices of				the	already been covered		by
	supervisor will be discussed at the shareholders’ meeting shall			contain	the	other article(s)	in	the
	shareholders’ ~~general~~ meeting, the details of the proposed directors				and	Articles of Association
	notices of the shareholders’ ~~general~~ supervisors including		at	least	the
	meeting shall contain the details of the following particulars:
	proposed directors and supervisors
	including at least the following …
	particulars:
	…
	~~The~~ ~~election~~ ~~of~~ ~~each~~ ~~director~~ ~~and~~
	~~supervisor shall be proposed by separate~~
	~~proposals.~~

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APPENDIX I ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

No.	Original Article	New Article				Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
53	(Original Article 92)	Notice of a shareholders’ meeting shall				Descriptions				improved
		be issued	in the	form of	an	according	to		the		actual
	Notice of a shareholders’ ~~general~~ meeting shall be ~~served~~ ~~on~~ ~~the~~ shareholders (whether or not entitled to	announcement. For shareholders of foreign shares listed overseas (whether or not entitled to vote at the meeting),				situation of of the consolidated		the Bank, part content is and reflected
	vote at the meeting) by delivery or	such notice	may be	dispatched	by	in the chapter			on notice			and
	prepaid mail to their addresses as shown	delivery or	prepaid	mail to their		announcement
	in the register of shareholders. ~~For the~~	addresses as	shown in	the register	of
	~~holders of domestic shares, notice of the~~	shareholders.
	~~meetings may be issued by public notice.~~
	~~The public notice mentioned in the~~
	~~previous paragraph shall be published in~~
	~~one~~ ~~or~~ ~~more~~ ~~national~~ ~~newspapers~~
	~~designated by the securities governing~~
	~~authority of the State Council. After the~~
	~~publication of such notice, the holders of~~
	~~domestic shares shall be deemed to have~~
	~~received~~ ~~the~~ ~~notice~~ ~~of~~ ~~the~~ ~~relevant~~
	~~shareholders’general meeting.~~
54	(Original Article 94)	Once the notice of shareholders’ meeting				Amended		according				to
		is issued, the meeting		shall not	be	Articles 45		and		58 of		the
	Once the notice of shareholders’~~general~~	postponed	or cancelled, proposals			Guidelines	for Articles of
	meeting is issued, the meeting shall not	contained in	the notice shall not		be	Association			of	Listed
	be postponed or cancelled, the venue	withdrawn, and the venue shall not			be	Companies	(2023			Edition)
	shall not be changed, and proposals	changed without proper		reasons. In	the
	contained in the notice shall not be	event of postponement, cancellation
	withdrawn without proper reasons. In the	and change, the convener shall make
	event of ~~change~~ ~~of~~ ~~the~~ ~~venue,~~ ~~or~~	announcement to state		the reasons	at
	~~postponement or cancellation of the~~	least two working days prior to			the
	~~meeting due to special reasons~~, the	original date	of meeting.
	convener shall make announcement to
	state the reasons at least two working
	days prior to the original date of meeting.
	~~The convener shall announce the date of~~
	~~the postponed meeting in the notice of~~
	~~postponement.~~

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APPENDIX I ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

No.	Original Article		New Article	Basis	of Amendment	of Amendment	of Amendment	of Amendment
55	(Original Article 101)		If the proxy form is signed by a person	The	original		article was
			authorized by the appointer, the power of	formulated		according		to the
	~~The proxy form for voting shall ~~	~~be~~	attorney or other authorization document	Mandatory		Provisions for
	~~placed at the registered office of the~~		shall be notarized and placed together	Articles of		Association of
	~~Bank, or at other place designated in the~~		with the proxy form authorizing the	Companies		to	be	Listed
	~~notice of meeting, at least 24 hours prior~~		proxy to vote at the registered office of	Overseas which were now
	~~to convening of the meeting in which the~~		the Bank or other place designated in the	repealed
	~~relevant proposals to be voted, or ~~	~~24~~	notice of meeting.
	~~hours prior to the designated voting time.~~
	If the proxy form is signed by a person		Where the appointer is a legal person, the
	authorized by the appointer, the power of		legal representative or the person
	attorney or other authorization document		authorized by the resolution of its board
	shall be notarized and placed together		of directors or other decision-making
	with the proxy form authorizing the		body shall attend the shareholders’
	proxy to vote at the registered office	of	meeting of the Bank.
	the Bank or other place designated in the
	notice of meeting.		The Bank has the power to request a
			proxy representing any shareholders to
	Where the appointer is a legal person, the		attend the shareholders’ meeting to
	legal representative or the person		produce his or her own identification
	authorized by the resolution of its board		document.
	of directors or other decision-making
	body shall attend the shareholders’		…
	~~general ~~meeting of the Bank.
	The Bank has the power to request a
	proxy representing any shareholders	to
	attend the shareholders’~~general ~~meeting
	to produce his or her own identification
	document.
	…

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	New Article		Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
56	(Original Article 103)			The	original		article was
				formulated according to the
	~~When the appointer has passed away,~~			Mandatory Provisions for
	~~lost his or her ability to act, withdrawn~~			Articles of Association of
	~~the~~ ~~appointment,~~ ~~withdrawn~~ ~~the~~			Companies to				be	Listed
	~~authorization of the signed proxy form,~~			Overseas which				were now
	~~or transferred all his or her shares, the~~			repealed
	~~vote cast by the proxy in accordance with~~
	~~the proxy form shall remain valid so long~~
	~~as the Bank has not received the written~~
	~~notice regarding such matters before the~~
	~~commencement of the relevant meeting.~~
57	(Original Article 106)	The shareholders’ meetings shall	be	Descriptions				improved
		presided over by the Chairman of	the	according to		Article 27 of
	The shareholders’~~general ~~meetings shall	Board of Directors, or the vice chairman		the	Rules	of			General
	be~~convened by the Board of Directors in~~	of the Board if the Chairman is unable or		Meeting		of			Listed
	~~accordance~~ ~~with~~ ~~law~~ ~~and~~ ~~shall~~ ~~be~~	fails to perform his or her duties (in case		Companies (2022					Edition)
	presided over by the Chairman of the	the Bank has two or more vice		and the Company Law
	Board of Directors, or the vice chairman	chairpersons, the one jointly elected	by
	of the Board if the Chairman is unable or	more than half of the directors shall be
	fails to perform his or her duties (in case	the chairman of the meeting), or	the
	the Bank has two or more vice	director elected by over half of	the
	chairpersons, the one jointly elected by	directors if the vice chairman of	the
	more than half of the directors shall be	Board of Directors is unable or fails to
	the chairman of the meeting), or the	perform his or her duties.
	director elected by over half of the
	directors if ~~both ~~the ~~Chairman and ~~vice	Shareholders’ meetings convened by	the
	chairman of the Board of Directors ~~are~~	Supervisory Board shall be presided over
	unable or fail to perform ~~their ~~duties.	by the chairman of the Supervisory
		Board, or the vice chairman of such
		board if the chairman is unable or fails to
		perform his or her duties, or	the
		supervisor elected by more than half of
		the supervisors if the vice chairman of
		such board is unable or fails to perform
		his or her duties.

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	New Article		Basis of Amendment	Basis of Amendment	Basis of Amendment
	Shareholders’~~general~~meetings convened	Shareholders’ meetings convened by the
	by the Supervisory Board shall be	shareholders shall be presided over	by a
	~~chaired~~ ~~and~~ presided over by the	representative proposed by the convener.
	chairman of the Supervisory Board, or
	the vice chairman of such board if the	In a shareholders’ meeting, where	the
	chairman is unable or fails to perform his	chairman violates the rules of procedure
	or her duties, or the supervisor elected by	of the meeting and resulting in the failure
	more than half of the supervisors if the	of continuing of the meeting, a chairman
	vice chairman of such board is unable or	may be elected by more than half of the
	fails to perform his or her duties.	attending shareholders with voting rights
		so as to carry on with the shareholders’
	Shareholders’~~general~~meetings convened	meeting.
	by the shareholders shall be ~~chaired and~~
	presided over by a representative
	proposed by the convener.
	In a shareholders’ ~~general~~ meeting,
	where the chairman violates the rules of
	procedure of the meeting and resulting in
	the failure of continuing of the meeting,
	a chairman may be elected by more than
	half of the attending shareholders with
	voting rights so as to carry on with the
	shareholders’ ~~general ~~meeting.
58	(Original Article 114)	…		Descriptions		improved
				according	to	the	actual
	…	Pursuant to applicable laws	and	situation of	the	Bank
		regulations and the listing rules of the
	~~Where any shareholder who is required~~ ~~to abstain from voting on any particular~~ ~~proposal or restricted to voting only for~~ ~~or~~ ~~against~~ ~~any~~ ~~particular~~ ~~proposal~~ ~~according to the Company Law or other~~ ~~laws and administrative regulations, or~~ ~~the Hong Kong Listing Rules, any vote~~ ~~casts~~ ~~by~~ ~~or~~ ~~on~~ ~~behalf~~ ~~of~~ ~~such~~ ~~shareholders in contravention to such~~	place where the shares of the Bank are listed, if any shareholder is unable to exercise his or her voting rights or is restricted to voting only for or against any particular proposal, any vote cast by or on behalf of such shareholder in contravention to such requirements or restrictions shall not be counted.
	~~requirements or restrictions shall not be~~
	~~counted.~~

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APPENDIX I ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

No.	Original Article						New Article							Basis	of Amendment	of Amendment	of Amendment	of Amendment
59	(Original Article	116)					The following matters		shall	be decided				The	original		article was
							by an ordinary resolution				at		a	formulated		according		to the
	The following matters shall be				decided		shareholders’ meeting:							Mandatory		Provisions for
	by an ordinary resolution				at	a								Articles of		Association of
	shareholders’~~general ~~meeting:						(I) the procedural rules		for shareholders’					Companies		to	be	Listed
							meeting, the	Board of Directors and					the	Overseas which were now
	(I) the procedural	rules for	shareholders’				Supervisory	Board;						repealed
	~~general ~~meeting,	the Board of		Directors
	and the Supervisory Board;						…
	…						(V) annual	financial	budgets,			final
							accounts of the Bank;
	(V) annual financial budgets, final
	accounts~~, balance sheets and profit ~~					~~and~~	…
	~~loss~~ ~~accounts~~	~~and~~ ~~other~~			~~financial~~
	~~statements ~~of the	Bank;					(VIII) other matters		unless	otherwise
							required to	be approved by			special
	…						resolutions	in accordance		with			the
							applicable	laws and	regulations				or
	(VIII) other matters unless			otherwise			otherwise as	stipulated	by the	Articles of
	required to be	approved by			special		Association.
	resolutions in	accordance		with		the
	applicable laws	and regulations				or
	otherwise as stipulated by the Articles of
	Association.

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article				New Article	Basis	of Amendment
60	(Original Article 117)				The following matters shall be approved	Amended	according	to
					by a special resolution at a shareholders’	Article 116 of the Company
	The following matters	shall be approved			meeting:	Law and the actual situation
	by a special resolution	at a shareholders’				of the Bank with reference
	~~general ~~meeting:				…	to practice of peers
	…				(ii) the issue of debentures of the Bank
					or authorizing the Board of Directors
	(ii) the issue of debentures of the Bank;				to make resolutions on the issue of
					corporate bonds;
	(iii) the listing of the Bank;
					(iii) the listing of the Bank or
	…				authorizing the Board of Directors to
					decide within three years to issue not
	(v) amendments to	the Articles		of	more than 50% of the issued shares;
	Association;
					…
	…
					(v) amendments to the Articles of
	(vii) any purchase or sale of our material				Association;
	assets within one year, or provision			of
	guaranty within one	year where		the	…
	amount exceeds 30% of the total amount
	of the Bank’s assets as audited		in	the	(vii) any purchase or sale of our material
	latest period;				assets within one year, or provision of
					guaranty to others on non-commercial
	…				bank businesses within one year where
					the amount exceeds 30% of the total
	(x) any other matters	prescribed	by	the	amount of the Bank’s assets as audited in
	applicable laws and regulations		or	the	the latest period;
	Articles of Association ~~of the Bank~~,			or
	resolved by the shareholders		at	a	…
	shareholders’ ~~general ~~	meeting,	by	an
	ordinary resolution, to	be of a nature that			(x) any other matters prescribed by the
	may have a material impact on the Bank				applicable laws and regulations or the
	and should be adopted by a		special		Articles of Association, or resolved by
	resolution.				the shareholders at a shareholders’
					meeting, by an ordinary resolution, to be
					of a nature that may have a material
					impact on the Bank and should be
					adopted by a special resolution.

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	New Article		Basis of Amendment
61	(Original Article 121)	When the shareholders’ meeting votes		The Bank has formulated
		on the election of directors and		the Rules Governing the
	~~The~~ ~~Bank~~ ~~may~~ ~~adopt~~ ~~voting~~ ~~by~~ ~~cumulative poll for the election of~~ ~~directors~~ ~~and~~ ~~supervisors.~~ ~~Relevant~~ ~~implementation rules of such cumulative~~ ~~polling scheme shall be formulated by~~ ~~the Bank separately and implemented~~ ~~upon~~ ~~approval~~ ~~by~~ ~~the~~ ~~shareholders’~~ ~~general meeting.~~	supervisors, the cumulative polling system may be implemented in accordance with the Articles of Association and the provisions of the Rules Governing the Implementation of the Cumulative Voting System of China Minsheng Banking Corp., Ltd. or the resolution of the shareholders’ meeting.		Implementation of the Cumulative Voting System of China Minsheng Banking Corp., Ltd. (considered and approved at the shareholders’ general meeting in June 2024) according to the Code of Corporate Governance of
	The election of each of the proposed			Banking and Insurance
	directors and supervisors may be adopted	The election of each of the proposed		Institutions and the
	by cumulative polling or in the form of a	directors and supervisors may be adopted		Corporate Governance
	single proposal submitted to the	by cumulative polling or in the form of	a	Standards for Listed
	shareholders’~~general ~~meeting.	single proposal submitted to the		Companies
		shareholders’ meeting.
	The Board of Directors shall provide the
	shareholders with the biographies and	The Board of Directors shall provide the
	basic background information of the	shareholders with the biographies and
	proposed directors and supervisors in	basic background information of the
	form of an announcement according to	proposed directors and supervisors in
	the provisions of Article ~~91 ~~herein.	form of an announcement according to
		the provisions of Article 68 herein.
62	(Original Article 124)			The original article was
				formulated according to the
	~~A poll demanded on the election of the~~			Mandatory Provisions for
	~~chairman of the meeting, or on a question~~			Articles of Association of
	~~of adjournment of the meeting, shall be~~			Companies to be Listed
	~~taken forthwith. A poll demanded on any~~			Overseas which were now
	~~other question shall be taken at such time~~			repealed
	~~as the chairman of the meeting directs,~~
	~~and any other items on the agenda may~~
	~~proceed, pending the taking of the poll.~~
	~~The result of the poll shall be deemed to~~
	~~be a resolution of the meeting on the~~
	~~matter that the poll was demanded.~~

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APPENDIX I

No.	Original Article	New Article		Basis of Amendment
63	(Original Article 126)			The original article was
				formulated according to the
	~~On~~ ~~a~~ ~~poll~~ ~~taken~~ ~~at~~ ~~a~~ ~~meeting,~~ ~~a~~			Mandatory Provisions for
	~~shareholder~~ ~~(including~~ ~~shareholders’~~			Articles of Association of
	~~proxy) entitled to two or more votes need~~			Companies to be Listed
	~~not cast all his votes in the same way.~~			Overseas which were now
				repealed
64	(Original Article 129)	The on-site shareholders’ meeting shall		1. Amended according to
		not end earlier than which is held		Article 88 of the Guidelines
	Chairman of the meeting shall announce	online or other methods. Chairman	of	for Articles of Association
	the vote and the result of each resolution,	the meeting shall announce the vote and		of Listed Companies
	and based on the result of the vote,	the result of each resolution, and based
	announce whether a resolution is passed	on the result of the vote, announce		2. The original article was
	~~and his or her decision shall be final and~~	whether a resolution is passed.		formulated according to the
	~~shall be announced at the meeting and~~			Mandatory Provisions for
	~~recorded in the meeting minutes~~.			Articles of Association of
				Companies to be Listed
				Overseas which were now
				repealed
65	(Original Article 133)			The original article was
				formulated according to the
	~~At a shareholders’ general meeting, if the~~			Mandatory Provisions for
	~~votes are counted, the counting result~~			Articles of Association of
	~~shall be recorded in the minutes of the~~			Companies to be Listed
	~~meeting.~~			Overseas which were now
				repealed
	~~Meeting minutes of the shareholders’~~
	~~general meeting shall be kept at the~~
	~~domicile of the Bank together with the~~
	~~signature book of shareholders attending~~
	~~the meeting and the proxy forms.~~
66	(Original Article 134)			The original article was
				formulated according to the
	~~Shareholders may inspect the duplicates~~			Mandatory Provisions for
	~~of meeting minutes free of charge during~~			Articles of Association of
	~~office~~ ~~hours~~ ~~of~~ ~~the~~ ~~Bank.~~ ~~If~~ ~~any~~			Companies to be Listed
	~~shareholder requests for duplicates of~~			Overseas which were now
	~~relevant meeting minutes, the Bank shall~~			repealed
	~~deliver the duplicates within seven days~~
	~~upon receipt of reasonable fees.~~

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APPENDIX I

No.	Original Article			New Article	Basis of Amendment	Basis of Amendment
67	(Original Article 142)			Class shareholders affected, whether or	Consolidated	with	the
				not originally entitled to vote at the	original Article	75
	Class shareholders affected, whether		or	general meetings, shall be entitled to
	not originally entitled to	vote at the		vote at class meetings in respect of
	general meetings, shall be entitled		to	matters concerning Article113 (2) to (8),
	vote at class meetings in respect		of	(11) and (12), with the exception of the
	matters concerning Article	~~141 ~~(2) to (8)		interested shareholders.
	~~and ~~(11) ~~to ~~(12), with the	exception	of
	the interested shareholders.			The aforesaid “interested shareholders”
				shall mean:
	The aforesaid “interested	shareholders”
	shall mean:			(1) in the case of a repurchase of shares
				by the Bank on pro rata basis offered by
	(1) ~~the~~ ~~controlling~~ ~~shareholders~~		~~as~~	the Bank to all shareholders in
	~~defined in Article 75 hereof~~in the case of			accordance with Article 33 hereof or in
	a repurchase of shares by	the Bank	on	open market on a stock exchange,
	pro rata basis offered by the Bank to		all	“interested shareholders” shall refer to
	shareholders in accordance with Article			shareholders with any of the following
	~~38 ~~hereof or in open market on a stock exchange~~;~~			conditions:
				1. the person, acting alone or in
	…			concert with others, may elect more
				than half of the directors;
				2. the person, acting alone or in
				concert with others, may exercise more
				than 30% voting rights of the Bank or
				may control the exercise of more than
				30% voting rights of the Bank;
				3. the person, acting alone or in
				concert with others, holds more than
				30% outstanding shares of the Bank;
				4. the person, acting alone or in
				concert with others, actually controls
				the Bank in other ways;
				…

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APPENDIX I ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

No. Original Article New Article Basis of Amendment 68 (Original Article 148) Directors shall be elected and removed Amended according to by the shareholders’ meeting and each Article 70 of the Company Directors shall be elected and removed office term of directors shall be no more Law and Article 30 of the by the shareholders’ ~~general~~ meeting and than three years. The office term of Code of Corporate each office term of directors shall be no directors shall be renewable by reGovernance of Banking and more than three years. The office term of election and reappointment upon Insurance Institutions directors shall be renewable by reexpiration of their terms. election and reappointment upon expiration of their terms. The shareholders’ meeting shall not dismiss any director without cause prior The shareholders’ ~~general~~ meeting shall to the expiration of his/her office term. not dismiss any director without cause However, the shareholders’ meeting may prior to the expiration of his/her office dismiss any director before expiration of term. However, the shareholders’ ~~general~~ his/her office term by adopting a general meeting may dismiss any director before resolution in accordance with relevant expiration of his/her office term by laws and administrative regulations adopting a general resolution in (excluding the independent directors, a accordance with relevant laws and director’s right to raise any claim in administrative regulations (excluding the accordance with any contract shall not be independent directors, a director’s right affected). to raise any claim in accordance with any contract shall not be affected). When the term of office of a director expires, or when the number of ~~After the expiration of the office terms of~~ directors is less than the minimum ~~the Board of Directors, the shareholders’~~ number prescribed by the Company ~~general meeting shall be convened not~~ Law or two-thirds of the number ~~later than one month for election.~~ prescribed in the Articles of Association, the Bank shall promptly The term of office of directors shall be initiate the director election procedure effective from the date of appointment and convene a shareholders’ meeting and expired on the expiry date of the to elect director(s). The term of office of office term of the Board of Directors. If directors shall be effective from the date reelection is not timely conducted upon of appointment and expired on the expiry expiry of the term of office of a director, date of the office term of the Board of such director shall continue to perform Directors. If reelection is not timely his/her duties in accordance with laws, conducted upon expiry of the term of administrative regulations, departmental office of a director, such director shall rules and the Articles of Association until continue to perform his/her duties in a new director ~~is~~ assumes his/her office. accordance with laws, administrative regulations, departmental rules and the … Articles of Association until a new director assumes his/her office.

…

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	New Article		Basis of Amendment	Basis of Amendment
69	(Original Article 153)	The directors of the Bank shall perform		Amended	according	to
		the following obligations of faithfulness		Articles 182 and 183 of		the
	The directors of the Bank shall perform	towards the Bank in strict accordance		Company Law
	the following obligations of faithfulness	with the laws and regulations, regulatory
	towards the Bank in strict accordance	requirements and the Articles	of
	with the laws and regulations, regulatory	Association:
	requirements and the Articles of
	Association:	…
	…	(4) without approval of the meeting	of
		shareholders and the Board, not to lend
	(4) without approval of the ~~general~~	the fund of the Bank to other persons	or
	meeting of shareholders and the Board,	utilize the property of the Bank	to
	not to lend the fund of the Bank to other	provide guarantee for other persons;
	persons or utilize the property of the
	Bank to provide guarantee for other	(5) not to sign contracts or conduct
	persons;	transactions with the Bank in violation	of
		provisions of the Articles of Association
	(5) not to sign contracts or conduct	or without approval of the meeting	of
	transactions with the Bank in violation of	shareholders or the Board;
	provisions of the Articles of Association
	or without approval of the ~~general~~	(6) without approval of the meeting	of
	meeting of shareholders;	shareholders or the Board, not to take
		advantage of the position to seek
	(6) without approval of the ~~general~~	business opportunities that should belong
	meeting of shareholders, not to take	to the Bank for themselves or others,	or
	advantage of the position to seek	operate the same kind of business as the
	business opportunities that should belong	Bank for themselves or others;
	to the Bank for themselves or others, or
	operate the same kind of business as the	…
	Bank for themselves or others;
		(13) Other obligations of faithfulness
	…	under the laws, administrative
		regulations, departmental rules and the
	(13) Other obligations of faithfulness	Articles of Association.
	under the laws, administrative
	regulations, rules and the Articles of	…
	Association.
	…

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	New Article					Basis of Amendment
70	(Original Article 155)	Subject to the	relevant	provisions		of the	Descriptions improved with
		laws, administrative regulations and the					reference to the articles of
	Subject to the relevant provisions of the	securities regulatory authorities				of the	association of peers
	laws, administrative regulations and the	jurisdiction in	which the Bank’s			shares
	securities regulatory authorities of the	are listed, no director or any				of its
	jurisdiction in which the Bank’s shares	associates (as	defined	in Hong		Kong
	are listed, no director or any of its	Listing Rules)	shall vote in respect of the
	associates (as defined in Hong Kong	resolution(s)	regarding the		contracts,
	Listing Rules) shall vote in respect of the	transactions,	arrangements		or	other
	resolution(s) regarding the contracts,	matters in which he/she has material
	transactions, arrangements or other	interest(s), and such director shall				not be
	matters in which he/she has material	counted into the quorum of the meeting.
	interest(s), and such director shall not be
	counted into the quorum of the meeting~~,~~
	~~except for the situations listed below.~~
71	(Original Article 156)						Consolidated and reflected
							in Article 160
	~~Directors shall submit written statements~~
	~~to~~ ~~the~~ ~~Board~~ ~~of~~ ~~Directors~~ ~~when~~
	~~performing the above obligations. The~~
	~~Board of Directors shall decide whether~~
	~~the~~ ~~directors~~ ~~constitute~~ ~~connected~~
	~~persons in the relevant transactions based~~
	~~on the provisions of trading rules of the~~
	~~local stock exchange.~~
	~~The procedures of abstaining and voting~~
	~~of related directors are as follows: the~~
	~~related~~ ~~directors~~ ~~shall~~ ~~abstain~~ ~~from~~
	~~voting on relevant matters voluntarily or~~
	~~on the requests of other directors or their~~
	~~representatives attending the meeting of~~
	~~the Board of Directors.~~

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APPENDIX I

No.	Original Article					New Article	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
72	(Original Article 160)					The director shall assume responsibility	Amended				according	to
						of compensation for losses of the Bank	Article 191 of the Company
	The director shall assume responsibility					for his/her violation of laws,	Law
	of compensation for	losses		of the	Bank	administrative regulations, departmental
	for his violation of laws, administrative					rules and provisions of the Articles of
	regulations, departmental			rules	and	Association when performing his/her
	provisions of the Articles of			Association		duties.If the director causes damage to
	when performing his/her duties.					others while performing his/her duties,
						the Bank shall assume responsibility of
						compensation. If the director acts with
						intent or gross negligence, he/she shall
						also assume responsibility of
						compensation.
73	New Article					The Bank purchases liability insurance	Amended				according	to
						for the compensation liability assumed	Article 193 of the Company
						by directors in performing their duties	Law
						in the Bank.
						After the Bank purchases liability
						insurance for directors or renews it,
						the Board shall report to the
						shareholders’ meeting on the insured
						amount, coverage and premium rate of
						the liability insurance.
74	(Original Article 163)					…	Amended				according	to
							Article		6	of	the Measures
	…					(5) Staff providing financial, legal,	for	the		Management		of
						consultation, sponsorship or other	Independent				Directors	of
	(5) Staff providing		financial,		legal,	services to the Bank, controlling	Listed Companies
	consultation or other		services to the			shareholders, de facto controllers or
	Bank, or a person who or whose				close	their respective subsidiaries, or a
	relative holds a position in any				entity	person who or whose close relative holds
	which has a business		relationship with			a position in any entity which has a
	the Bank in relation	to law,		accounting,		business relationship with the Bank in
	auditing, management		consultancy and			relation to law, accounting, auditing,
	guarantee cooperation		or has interest in			management consultancy and guarantee
	credits or debts of		the	Bank,	thus	cooperation or has interest in credits or
	impeding his/her independence in the					debts of the Bank, thus impeding his/her
	performance of duties;					independence in the performance of
						duties;
	…
						…

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	New Article	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
75	(Original Article 164)	(2) Nominators shall seek the consent of	Amended			according	to
		the nominees prior to the nomination;	Article 10		of the Measures
	…	possess full acquaintance of the	for	the	Management		of
		occupation, education level, professional	Independent			Directors	of
	(2) Nominators shall seek the consent of	qualification, detailed working	Listed Companies
	the nominees prior to the nomination;	experiences, all part-time jobs and
	possess full acquaintance of the	whether there is any bad record such
	occupation, education level, professional	as major breach of trust of the
	qualification, detailed working	nominees; and provide opinions
	experiences ~~and ~~all part-time jobs of the	regarding the nominees’ independence
	nominees; and provide opinions	and other conditions to serve as
	regarding the nominees’ ~~qualification~~	independent Directors. Nominees shall
	~~and~~ independence to serve as independent Directors. Nominees shall	make a public statementregarding their independence and other conditions to
	make a public statement ~~that he/she has~~ ~~no relation with the Bank which may~~	serve as independent Directors.
	~~interfere~~ ~~his/her~~ ~~independent~~ ~~and~~	…
	~~objective judgment.~~
	…
76	(Original Article 165)	…	Amended			according	to
			Article 8		of	the Measures
	…	A natural person may serve as	for	the	Management		of
		independent directors in a maximum of	Independent			Directors	of
	A natural person may serve as	five domestic and overseas enterprises at	Listed Companies
	independent directors in a maximum of	the same time, may serve as
	five domestic and overseas enterprises at	independent directors in a maximum
	the same time, and shall not serve as	of three domestic listed companies in
	independent directors in more than two	principle, and shall not serve as
	commercial banks at the same time. For	independent directors in more than two
	those who also serve as independent	commercial banks at the same time. For
	directors in banking and insurance	those who also serve as independent
	institutions, the relevant institutions	directors in banking and insurance
	should have no associated relationship	institutions, the relevant institutions
	and conflict of interest with the Bank.	should have no associated relationship
		and conflict of interest with the Bank.

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APPENDIX I ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

No.	Original Article	New Article	Basis	Basis	of Amendment	of Amendment	of Amendment
77	(Original Article 166)	Independent directors who fail to attend	Amended			according		to
		three times consecutively the meetings of	Article 14		of the Measures
	Independent directors who fail to attend	the Board of Directors shall be deemed	for	the	Management			of
	three times consecutively the meetings of	as unable to perform his or her duties, the	Independent			Directors		of
	the Board of Directors shall be deemed	Bank shall convene a shareholders’	Listed Companies
	as unable to perform his or her duties, the	meeting within three months to dismiss
	Bank shall convene a shareholders’	the director from his or her position and
	~~general ~~meeting within three months to	elect a new independent director. Before
	dismiss the director from his or her	the expiration of the term of office of an
	position and elect a new independent	independent director, the Bank may
	director. Before the expiration of the	dismiss the director from his or her
	term of office of an independent director,	position by legal procedures. In the event
	the Bank may dismiss the director from	of early dismissal, the Bank shall timely
	his or her position by legal procedures. In	disclose the particular reasons and
	the event of early dismissal, the Bank	bases. Should the independent director
	shall ~~disclose it as a matter for special~~ ~~disclosure.~~	have any objection, the Bank shall disclose the same in a timely manner.
78	(Original Article 167)	The independent directors may resign	Amended			according		to
		before the expiration of their term of	Articles 14			and 15 of		the
	The independent directors may resign	office. For resignation, the independent	Measures			for		the
	before the expiration of their term of	directors shall submit a written	Management			of Independent
	office. For resignation, the independent	resignation to the Board of Directors, to	Directors			of	Listed
	directors shall submit a written	disclose any matters that are related to	Companies
	resignation to the Board of Directors, to	his or her resignation or that he or she
	disclose any matters that are related to	considers necessary to bring to the
	his or her resignation or that he or she	attention of the shareholders and
	considers necessary to bring to the	creditors. The Bank shall disclose the
	attention of the shareholders and	reasons of resignation of independent
	creditors.	directors and any matters of concern.
	If the~~number~~of independent directors~~is~~ ~~less than one-third of total membership~~ ~~of ~~the Board as a result of resignation of any independent director, the	If an independent director does not meet the requirements of Article 134 (1) or (3) of the Articles of Association, he or she shall immediately cease to
	independent director shall continue to	perform his or her duties and resign. If
	perform his or her duties before the new	he or she does not submit resignation,
	independent director takes office, except	the Board shall immediately dismiss
	for resignations and dismissals due to	him or her from his or her position in
	~~loss of independence~~.	accordance with the relevant regulations upon realizing such fact or
		having known such fact.

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	New Article
		If the proportion of directors in the Board committees does not
		requirements of the laws,
79	(Original Article 168) ~~In addition to the powers conferred to~~ ~~directors by the Company Law and other~~ ~~relevant laws, administrative regulations~~ ~~and~~ ~~departmental~~ ~~rules,~~ independent Directors~~shall be also conferred with the~~ ~~following~~particular powers~~by the Bank~~: ~~(1) approve any material related party~~ ~~transactions prior to discussion by the~~ ~~Board of Directors; and prior to making~~ ~~any~~ ~~judgment,~~ ~~appoint~~ ~~intermediary~~ ~~agencies to issue independent financial~~ ~~advisor report as the basis for their~~ ~~judgment;~~ ~~(2) propose to the Board of Directors to~~ ~~appoint or dismiss the accounting firm~~ ~~that performs the regular statutory audit~~ ~~of the Bank’s financial reports;~~ ~~(3) ~~propose to the Board of Directors to convene an extraordinary shareholders’ ~~general ~~meeting;

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

	No.	Original Article New Article	Original Article New Article			Basis of Amendment
		~~(4) ~~propose to convene a meeting of the Board of Directors; (4) publicly solicit shareholder rights from shareholders in accordance with
		the laws;
		~~(5) appoint independent external audit~~
		~~and advisory bodies;~~ (5) express independent opinions on matters that may harm the interests of
		~~(6) express special opinions on the effect~~ ~~of the issuance of preference shares on~~ the Bank or minority shareholders;
		~~the equity interest of shareholders of all~~ ~~classes; and~~ (6) other powers stipulated by the laws, administrative regulations, the
		securities regulatory authority of the
		~~(7)~~ ~~collect~~ ~~the~~ ~~voting~~ ~~rights~~ ~~of~~ ~~shareholders~~ ~~publicly~~ ~~before~~ ~~the~~ ~~shareholders’ general meeting.~~ State Council and the Association.			Articles of
		Independent Directors shall exercise
		~~Independent~~ ~~directors’~~ ~~exercising~~ ~~of~~ ~~these powers shall be agreed by 50% or~~ ~~more of the independent directors, except~~ ~~for the proposal to convene the meeting~~ ~~of the Board of Directors, which requires~~ the powers listed in (1) to (3) of the preceding paragraph with the consent of more than half of all independent Directors.
		~~the~~ ~~consent~~ ~~of~~ ~~more~~ ~~than~~ ~~two~~ The Bank shall disclose in a timely
		~~independent directors, and the proposal~~ ~~to appoint independent external audit and~~ ~~advisory~~ ~~bodies~~ ~~which~~ ~~requires~~ ~~the~~ ~~consent of all independent directors. If~~ ~~any of the above suggestions is not~~ ~~accepted or any of the above powers is~~ ~~unable to be exercised, the Bank shall~~ manner when independent Directors exercise the powers listed in (1) of the preceding paragraph. If the above powers cannot be exercised normally, the Bank shall disclose the specific circumstances and reasons.
		~~make appropriate disclosures.~~ …
		…

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	New Article	New Article					Basis	of Amendment	of Amendment	of Amendment	of Amendment
80	(Original Article 169)	In	addition	to	the above		duties,	Amended		according			to
		independent Directors shall				provide their		Article 39		of	the	Code of
	In addition to the above duties,	independent opinions on the following						Corporate		Governance			of
	independent Directors shall provide their	matters at the shareholders’ meeting or						Banking		and		Insurance
	independent opinions on the following	the	meeting of the Board of Directors:					Institutions
	matters at the shareholders’ ~~general~~
	meeting or the meeting of the Board of	…
	Directors:
		(5) Major related party transactions;
	…
		…
	(5)~~The fairness and compliance of~~major
	related party transactions ~~and fulfilment~~
	~~of internal approval procedures, and the~~
	~~effectiveness of the measures taken by~~
	~~the Bank to collect receivables~~;
	…
81	~~(Original Article 170)~~							The	original		article was
								formulated		according to			the
	~~Independent Directors shall provide their~~							Rules	for	the	Independent
	~~opinions on the above matters in the~~							Directors			of	Listed
	~~following ways: agree; qualified opinion~~							Companies		which		were now
	~~with reasons; objection with reasons;~~							repealed
	~~unable~~ ~~to~~ ~~provide~~ ~~opinion~~ ~~and~~ ~~the~~
	~~limitations.~~
	~~If~~ ~~the~~ ~~matters~~ ~~are~~ ~~required~~ ~~to~~ ~~be~~
	~~disclosed, the Banks shall announce the~~
	~~opinions of the independent Directors. In~~
	~~case~~ ~~of~~ ~~any~~ ~~disagreement~~ ~~between~~
	~~independent Directors and conclusions~~
	~~are unable to be reached, the Board of~~
	~~Directors shall disclose opinions of each~~
	~~independent Director separately.~~

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APPENDIX I ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

No.	Original Article	New Article	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
82	(Original Article 171)	…	1.	Amended			according to
			Article		37	of	the Measures
	…	The information provided to Independent	for	the		Management				of
		Directors by the Bank shall be kept for	Independent				Directors			of
	The information provided to Independent	not less than ten years by the Bank and	Listed Companies
	Directors by the Bank shall be kept for	the Independent Directors.
	not less than ~~five ~~years by the Bank and		2.	Liability			insurance			for
	the Independent Directors.	…	independent Directors was
			merged		into		the		relevant
	…		provisions				of		liability
			insurance			for	Directors
	~~(6) The Bank shall purchase liability~~
	~~insurances for independent Directors in~~
	~~order to reduce potential risks which~~
	~~might be incurred during the regular~~
	~~performance of functions of independent~~
	~~Directors.~~
83	(Original Article 172)	Independent Directors shall	Improved and integrated							the
		independently and faithfully carry out	original		Article			173
	Independent Directors shall faithfully	their duties in accordance with laws,
	carry out their duties in accordance with	administrative regulations, departmental
	laws, administrative regulations,	rules and the Articles of Association, to
	departmental rules and the Articles of	safeguard interests of the Bank as a
	Association, to safeguard interests of the	whole, and particularly safeguard the
	Bank as a whole, and particularly	legal rights and interests of minority
	safeguard the legal rights and interests of	shareholders and financial consumers
	minority shareholders and financial	from the influenced of shareholders, de
	consumers from the influenced of	facto controllers, senior management or
	shareholders, de facto controllers, senior	other entities or individuals who havean
	management or other entities or	interest in the Bank.
	individuals who have ~~a material ~~interest
	in the Bank.	…
	…
84	(Original Article 173)		Consolidated					with		the
			original		Article			172
	~~Independent~~ ~~Directors~~ ~~shall~~ ~~be~~
	~~independent in the performance of their~~
	~~functions and shall not be influenced by~~
	~~the substantial shareholders, beneficial~~
	~~owners of the Bank or other interested~~
	~~entities or individuals of the Bank.~~

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	New Article Basis of Amendment	New Article Basis of Amendment	New Article Basis of Amendment
85	(Original Article 175)	The Board of Directors shall consist of Amended		according	to
		12 to 18 directors, of whom Articles	34	and 47 of	the
	The Board of Directors shall consist of	non-executive directors (including Code	of	Corporate
	18 directors, of whom ~~15~~ ~~are~~ non-executive directors ~~(including six~~ ~~independent directors)~~.	independent directors) shall comprise not less than two-thirds and independent directors shall comprise not less than one-third. There shall be Governance of Banking and Insurance Institutions and the actual situation of the Bank
	The Board of Directors of the Bank shall	two to three executive directors.
	have a chairman and a certain number of
	vice chairmen, who shall be elected by	The Board of Directors of the Bank shall
	more than half of all directors.	have a chairman and a certain number of
		vice chairmen, who shall be elected by
		more than half of all directors.
86	(Original Article 176)	The Board of Directors shall exercise the 1. Amended according			to
		following functions and powers: Article 67 of the Company
	The Board of Directors shall exercise the	Law and practice of peers
	following functions and powers:	(1) convening shareholders’ meetings
		and reporting on its performance to 2. Unified expression with
	(1) convening shareholders’ ~~general~~	shareholders at the shareholders’ the Company Law
	meetings and reporting on its	meetings;
	performance to shareholders at the	3. Descriptions improved
	shareholders’~~general ~~meetings;	… according to		Article 107 of
		the Guidelines for Articles
	…	(14) appointing or removing the of Association of Listed
		president, the secretary of the Board of Companies
	(14) appointing or removing the	Directors and chief audit officer of the
	president, the secretary of the Board of	Bank based on the recommendations of
	Directors~~, chief finance officer~~and chief	the chairman of the Board of Directors;
	audit officer of the Bank based on the	appointing or removing senior
	recommendations of the chairman of the	management, including vice presidents,
	Board of Directors; appointing or	assistant to president, financial person-
	removing senior management, including	in-charge, chief risk officer, chief
	vice presidents, assistant to president,	information officer and business
	chief risk officer ~~and ~~chief information	director, of the Bank based on the
	officer, of the Bank based on the	recommendations of the president and
	recommendations of the president and	deciding on matters relating to their
	deciding on matters relating to their	emoluments and awards or punishment,
	emoluments and awards or punishment,	and supervising senior management in
	and supervising senior management in	the performance of duties;
	the performance of duties;
		…
	…

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APPENDIX I

No.	Original Article		New Article	Basis of Amendment
	(20) auditing related party transaction		(20) auditing related party transaction
	that shall be considered and approved by		that shall be considered and approved by
	the shareholders’ ~~general ~~meeting in		the shareholders’ meeting in accordance
	accordance with laws and regulations;		with laws and regulations; considering
	considering and approving related party		and approving related party transactions
	transactions that shall be considered and		that shall be considered and approved by
	approved by the Board of Directors in		the Board of Directors in accordance
	accordance with laws and regulations,		with laws and regulations, making
	making special reports to the		special reports to the shareholders’
	shareholders’ ~~general ~~meeting on the		meeting on the implementation of the
	implementation of the related party		related party transaction management
	transaction management system, the		system, the operation of the Related
	operation of the Related Party		Party Transaction Supervision
	Transaction Supervision Committee, and		Committee, and the overall situation of
	the overall situation of related party		related party transactions, and reporting
	transactions, and reporting to the banking		to the banking regulatory authorityof the
	regulatory authority, assuming ultimate		State Council, assuming ultimate
	responsibility for the related party		responsibility for the related party
	transaction management;		transaction management;
	…		…
	(32) formulating the consolidated		(32) formulating the consolidated
	management policy ~~for~~ ~~the~~ ~~group~~,		management policy, reviewing and
	reviewing and approving major issues		approving major issues related to
	related to consolidated management,		consolidated management, establishing
	establishing periodic review and		periodic review and evaluation
	evaluation mechanism for consolidated		mechanism for consolidated
	management, and assuming the ultimate		management, and assuming the ultimate
	responsibility for consolidated		responsibility for consolidated
	management ~~of the group~~;		management;
	…		…

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APPENDIX I

	No.	Original Article	New Article	Basis of Amendment
		(36) exercising any other power	(36) exercising any other power
		prescribed by the applicable laws,	prescribed by the applicable laws,
		administrative regulations and	administrative regulations and
		departmental rules, as well as these	departmental rules, as well as these
		Articles of Association.	Articles of Association and the
			shareholders’ meeting.
		…
			…
		The resolutions of the above matters of
		the Board of Directors shall be approved	The resolutions of the above matters of
		by more than half of all directors, but for	the Board of Directors shall be approved
		the cases of (4), (5), (6), (7), (8), (14),	by more than half of all directors, but for
		(15), (25), (35), the resolutions shall be	the cases of (4), (5), (6), (7), (8), (14),
		approved by two thirds of all directors.	(15), (25), (35), the resolutions shall be
		Other matters that shall be approved by a	approved by two thirds of all directors.
		vote of at least two-thirds of the directors	Other matters that shall be approved by a
		as stipulated by laws, administrative	vote of at least two-thirds of the directors
		regulations, rules and regulations and the	as stipulated by laws, administrative
		Articles of Association shall be governed	regulations, rules and regulations and the
		by their provisions.	Articles of Association shall be governed
			by their provisions.
		Matters beyond the scope of
		authorization of shareholders’ ~~general~~	Matters beyond the scope of
		meetings of the Bank shall be proposed	authorization of shareholders’ meetings
		in shareholders’ ~~general ~~meetings for	of the Bank shall be proposed in
		consideration and approval.	shareholders’ meetings for consideration
			and approval.
		…
			…

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APPENDIX I

No. Original Article New Article Basis of Amendment 87 (Original Article 181) The original article was formulated according to the ~~When disposing of fixed assets, if the~~ Mandatory Provisions for ~~aggregate of expected value of the fixed~~ Articles of Association of ~~assets to be disposed of and the total~~ Companies to be Listed ~~value of fixed assets already disposed of~~ Overseas which were now ~~within four months before such disposal~~ repealed ~~proposal exceeds 33% of the value of fixed assets shown in the latest balance sheet reviewed by the shareholders’ general meeting, the Board of Directors shall not dispose of or approve the disposal of such fixed assets without the approval of the shareholders’ general meeting. The disposal of fixed assets referred to in this clause includes the transfer of certain rights and interests of assets, but excludes the provision of guarantee with fixed assets. The effectiveness of transactions conducted by the Bank to dispose of its fixed assets shall not be subject to item (1) of this clause.~~ 88 (Original Article 185) … Amended according to … Paragraph 2.2.5 of the The Audit Committee, Nomination Guidelines of the Shanghai The Audit Committee, Nomination Committee and Remuneration and Stock Exchange for Committee and Remuneration and Assessment Committee shall consist of a Self-discipline Supervision Assessment Committee shall consist of a majority of independent directors, who of Listed Companies No. 1 majority of independent directors, who shall serve as chairman; the chairman of – Standard Operation shall serve as chairman; the chairman of the Audit Committee shall be an the Audit Committee shall be an accounting professional and its members accounting professional and its members shall have expertise and work experience shall have expertise and work experience in finance, auditing, accounting or law, in finance, auditing, accounting or law, etc ., and they shall not be senior etc; the Risk Management Committee management of the Bank ; the Risk and Related Party Transactions Management Committee and Related Supervision Committee shall consist of Party Transactions Supervision not less than one-third of independent Committee shall consist of not less than directors in principle, who shall serve as one-third of independent directors in chairman of the Related Party principle, who shall serve as chairman of Transactions Supervision Committee. the Related Party Transactions Supervision Committee.

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APPENDIX I

No.	Original Article	New Article Basis of Amendment	New Article Basis of Amendment
89	(Original Article 186)	The main functions and duties of Amended	according	to
		Strategic Development and Consumer actual situation of the		Bank
	The main functions and duties of	Rights Protection Committee shall be as
	Strategic Development and Consumer	follows:
	Rights Protection Committee shall be as
	follows:	(1) studying and considering long-term
		development strategies and long-and
	(1) studying and considering long-term	medium-term development outlines, and
	development strategies and long-and	making recommendations to the Board of
	medium-term development outlines ~~of~~	Directors, including but not limited to:
	~~the Group and the Bank~~, and making
	recommendations to the Board of	…
	Directors, including but not limited to:
		(9) taking change of the consolidation
	…	management of the Bank and its
		subsidiaries, including but not limited to
	(9) taking change of the consolidation	the following duties:
	management of the Bank and its
	subsidiaries, including but not limited to	1. formulating the general framework of
	the following duties:	the consolidation management;
	1. formulating the general framework of	2. considering and approving the basic
	the consolidation management ~~of the~~	system of consolidation management,
	~~Group~~;	considering and approving important
		matters of consolidation management
	2. considering and approving the basic	and supervising the implementation;
	system of consolidation management,
	considering and approving important	3. establishing a regular examination and
	matters of consolidation management	evaluation mechanism for consolidation
	and supervising the implementation;	management in accordance with the
		scale, nature and business of the Bank;
	3. establishing a regular examination and
	evaluation mechanism for consolidation	4. other duties related to consolidation
	management in accordance with the	management as stipulated by laws,
	scale, nature and business of the ~~Group~~;	regulations, rules and the Articles of
		Association.
	4. other duties related to consolidation
	management as stipulated by laws,	…
	regulations, rules and the Articles of
	Association.
	…

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APPENDIX I

No.	Original Article	New Article		Basis of Amendment	Basis of Amendment	Basis of Amendment
90	(Original Article 187)	The main functions and duties of Risk		Amended according to			the
		Management Committee shall be	as	actual	needs	of	risk
	The main functions and duties of Risk	follows:		management of		the Bank
	Management Committee shall be as
	follows:	…
	…	(3) mastering the management of various
		types of risks, including but not limited
	(3) mastering the management of various	to credit risk, market risk, liquidity risk,
	types of risks, including but not limited	operating risk, country risk, reputation
	to credit risk, market risk, liquidity risk,	risk, compliance risk, anti-money
	operating risk, country risk, reputation	laundering and anti-terrorist financing,
	risk, compliance risk, anti-money	etc., listening to and examining
	laundering and anti-terrorist financing,	comprehensive risk management reports,
	etc., listening to and examining	various special risk reports, risk
	comprehensive risk management reports,	assessment reports and other risk
	various special risk reports, risk	management-related information reports,
	assessment reports and other risk	giving opinions and recommendations
	management-related information reports,	on comprehensive risk management;
	giving ~~guidance ~~on comprehensive risk
	management;	(4) developing risk management survey,
		assessing and monitoring	the
	(4) developing risk management survey,	soundness and effectiveness of	the
	~~assessing the situation of various risks,~~ ~~the effectiveness of risk management~~ ~~work,~~ ~~the~~ ~~construction~~ ~~and~~	comprehensive risk management system of the Bank, promptly identifying potential risks and
	~~implementation of a comprehensive risk~~ ~~management system, etc., reflecting the~~	management loopholes, proposing specific rectification requirements
	~~situation and trend of risk exposure,~~	and suggestions, and supervising
	proposing specific rectification	senior management in conducting
	requirements and suggestions, and	comprehensive risk management;
	supervising senior management in
	conducting comprehensive risk	…
	management;
	…

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APPENDIX I

No. Original Article New Article Basis of Amendment 91 (Original Article 188) The main functions and duties of Audit Amended according to Committee shall be as follows: Article 137 of the Company The main functions and duties of Audit Law and Article 26 of the Committee shall be as follows: … Measures for the Management of … (2) monitoring the independence and Independent Directors of objectiveness of the external auditors, Listed Companies (2) monitoring the independence and the effectiveness of the audit process; objectiveness of the external auditors, prior to the commencement of an audit, the effectiveness of the audit process; discussing with the external auditors the prior to the commencement of an audit, nature and scope of the audit as well as discussing with the external auditors the the reporting duties first; monitoring the nature and scope of the audit as well as Bank’s formulation and implementation the reporting duties first; monitoring the of policies for the provision of non-audit Bank’s formulation and implementation services by the external auditors. of policies for the provision of non-audit services by the external auditors. (3) examining the financial and accounting policies and practices of the (3) examining the financial and Bank ; reviewing the quarterly, interim accounting policies and practices of the and annual financial reports of the Bank ; ~~Company~~ ; reviewing the quarterly, giving advice on the truthfulness, interim and annual financial reports of completeness and accuracy of the the ~~Company;~~ giving advice on the information in the financial reports, and truthfulness, completeness and accuracy submitting them to the Board of of the information in the financial Directors for consideration. reports, and submitting them to the Board of Directors for consideration. … … (4) as authorized by the Board of Directors, reviewing the internal auditing (4) as authorized by the Board of rules and other important systems and Directors, reviewing the internal auditing reports, approving mid-and long term rules and other important systems and audit plan and annual audit plan, guiding, reports, approving mid-and long term assessing and evaluating the internal audit plan and annual audit plan, guiding, audit and supervising the implementation assessing and evaluating the internal of internal audit system, and ensuring audit and supervising the implementation that sufficient internal resources are of internal audit system, and ensuring assigned and appropriate attention is paid that sufficient internal resources are to the internal audit function of the assigned and appropriate attention is paid Bank . to the internal audit function of the ~~Company.~~

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APPENDIX I

No.	Original Article	New Article		Basis of Amendment
	(5) monitoring the construction of	(5) monitoring the construction of
	internal control system of the ~~Company~~ and organizing self-evaluation of the	internal control system of the Bank and organizing self-evaluation of the internal
	internal control of the Bank; discussing	control of the Bank; discussing with the
	with the management on the internal	management on the internal control
	control system and ensuring that the	system and ensuring that the
	management has fulfilled its	management has fulfilled its
	responsibility to establish an effective	responsibility to establish an effective
	internal control system, including	internal control system, including
	sufficiency of necessary resources,	sufficiency of necessary resources,
	qualification and experience of	qualification and experience of
	accounting and financial reporting	accounting and financial reporting
	personnel, and the plans and budget for	personnel, and the plans and budget for
	training of relevant employees.	training of relevant employees.
	…	…
	~~(7) ~~reviewing and supervising financial reporting, internal controls or other	(7) reviewing matters of the Bank regarding the appointment or
	irregularities by staff of the Bank, to	dismissal of financial person-in-
	ensure that the Bank handles reporting	charge, providing professional
	matters fairly and independently and	opinions, and submitting to the Board
	takes appropriate actions.	of Directors for consideration.
	~~(8) ~~handling other matters as prescribed by laws, administrative regulations, rules	(8) reviewing and supervising financial reporting, internal controls or other
	and regulations, the securities regulatory	irregularities by staff of the Bank, to
	authorities where the Bank’s shares are	ensure that the Bank handles reporting
	listed, and as authorized by the Board of	matters fairly and independently and
	Directors.	takes appropriate actions.
		(9) handling other matters as prescribed
		by laws, administrative regulations, rules
		and regulations, the securities regulatory
		authorities where the Bank’s shares are
		listed, and as authorized by the Board of
		Directors.

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APPENDIX I

No.	Original Article	New Article	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
92	(Original Article 189)	The main functions and duties of Related	Supplemented			the	duties
		Party Transaction Committee shall be as	of	the	Related		Party
	The main functions and duties of Related	follows:	Transaction			Committee
	Party Transaction Committee shall be as		under the		Board on data
	follows:	…	governance		for related party
			transactions			according		to
	…	(3) identifying related party transactions	regulatory requirements
		of the Bank according to laws,
	(3) identifying related party transactions	regulations and the Articles of
	of the Bank according to laws,	Association;
	regulations and the Articles of
	Association;	…
	…	(5) after the Bank’s main related party
		transactions are reviewed and approved
	(5) after the Bank’s main related party	by the Related Party Transaction
	transactions are reviewed and approved	Committee, they shall be submitted to
	by the Related Party Transaction	the Board of Directors for approval, and
	Committee, they shall be submitted to	if they should be submitted to the
	the Board of Directors for approval, and	shareholders’ meeting for consideration
	if they should be submitted to the	in accordance with the laws,
	shareholders’ ~~general~~ meeting for	administrative regulations, rules and
	consideration in accordance with the	regulations, and the relevant regulations
	laws, administrative regulations, rules	of the securities regulatory authorities
	and regulations, and the relevant	where the Bank’s shares are listed, they
	regulations of the securities regulatory	shall also be approved by the
	authorities where the Bank’s shares are	shareholders’ meeting;
	listed, they shall also be approved by the
	shareholders’~~general ~~meeting;	…
	…	(7) leading data governance for related
		party transactions as delegated by the
	~~(7) ~~handling other matters prescribed by laws, administrative regulations, rules	Board of Directors, and reviewing major data governance matters
	and regulations, provisions of the	regarding related party transactions;
	securities regulatory authorities where
	the Bank’s shares are listed, and as	(8) handling other matters prescribed by
	authorized by the Board of Directors.	laws, administrative regulations, rules
		and regulations, provisions of the
		securities regulatory authorities where
		the Bank’s shares are listed, and as
		authorized by the Board of Directors.

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APPENDIX I

No.	Original Article	New Article	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
93	(Original Article 190)	The main functions and duties of	1. Amended			according	to
		Nomination Committee shall be as	Article 27 of			the Measures
	The main functions and duties of	follows:	for	the	Management		of
	Nomination Committee shall be as		Independent			Directors	of
	follows:	…	Listed Companies
	…	(2) formulating selection standards and	2. Amended			according	to
		procedures of appointment of directors	the actual situation of				the
	(2) ~~studying and ~~formulating selection	and senior management and making	Bank
	~~procedures and standards~~of appointment	suggestions to the Board of Directors.
	of directors and senior management ~~of~~	When identifying appropriate candidates
	~~the head office of the Bank ~~and making	for directors, the value of the relevant
	suggestions to the Board of Directors.	candidates shall be considered, while
	When identifying appropriate candidates	objective conditions should be fully
	for directors, the value of the relevant	examined for the benefit of the diversity
	candidates shall be considered, while	of members of the Board of Directors;
	objective conditions should be fully
	examined for the benefit of the diversity	(3) identifying qualified candidates for
	of members of the Board of Directors;	directors and the senior management;
	(3) identifying qualified candidates for	(4) selecting and reviewing the
	directors and the senior management ~~of~~	qualification of candidates for directors
	~~the head office of the Bank~~;	and senior management and making
		suggestions to the Board of Directors in
	~~(4) identifying and selecting outstanding~~ ~~candidates for operation management~~	relation to the following matters:
	~~widely and making suggestions to senior~~ ~~management of the head office of the~~ ~~Bank on candidates for departments of~~	1. nomination, appointment or dismissal of directors;
	~~the head office and senior staff of~~	2. appointment or dismissal of senior
	~~branches;~~	management;
	(~~5~~)~~conducting preliminary~~review~~on~~the qualification of candidates for directors	3. other matters stipulated by the laws, administrative regulations, rules,
	and senior management ~~of the head~~ ~~office ~~and making suggestions to the Board of Directors;	normative documents and the Articles of Association.
		(5) examining the qualification of
	(~~6~~) examining the qualification of	candidates for independent Directors in
	candidates for independent Directors in	terms of independence, professional
	terms of independence, professional	knowledge, experience and capability;
	knowledge, experience and capability;

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APPENDIX I

	No.	Original Article	New Article	Basis of Amendment	Basis of Amendment
		(~~7~~) examining the independence and performance of duties of independent	(6) examining the independence and performance of duties of independent
		directors on a regular basis;	directors on a regular basis;
		~~(8)~~ ~~examining~~ ~~the~~ ~~qualification~~ ~~of~~ ~~candidates for chief specialists of the~~	(7) formulating work procedures for alternative directors and senior
		~~Bank, presidents of branches, president~~	management under special
		~~of business unit, financial officer and~~	circumstances, and nominating
		~~chairman of the Board of Directors,~~	candidates for alternative officers as
		~~chairman of the Supervisory Board and~~	appropriate;
		~~general manager proposed for affiliates~~
		~~before appointments;~~	(8) reviewing the time required for Directors to perform their duties on a
		(~~9~~) formulating work procedures for	regular basis;
		alternative directors and senior
		management ~~of the head office ~~under special circumstances, and nominating	(9) reviewing the diversification policy for the composition of the Board of
		candidates for alternative officers as	Directors, the measurable objectives set
		appropriate;	up for executing the diversification
			policy and the fulfillment of such
		~~(10)~~ ~~guiding~~ ~~and~~ ~~supervising~~ ~~the~~	objectives as appropriate, and making
		~~establishment of a comprehensive talent~~	disclosure of the review results annually
		~~pool for development and management~~	in the “Corporate Governance Report”;
		~~staff of the Bank;~~
			(10) handling other matters prescribed by
		(~~11~~) reviewing the time required for	laws, administrative regulations, rules
		Directors to perform their duties on a	and regulations, securities regulatory
		regular basis;	authorities where the Bank’s shares are
			listed, and that authorized by the Board
		(~~12~~) reviewing the diversification policy	of Directors.
		for the composition of the Board of
		Directors, the measurable objectives set	…
		up for executing the diversification
		policy and the fulfillment of such
		objectives as appropriate, and making
		disclosure of the review results annually
		in the “Corporate Governance Report”;
		(~~13~~) handling other matters prescribed by
		laws, administrative regulations, rules
		and regulations, securities regulatory
		authorities where the Bank’s shares are
		listed, and that authorized by the Board
		of Directors.
		…

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APPENDIX I ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

No.	Original Article	New Article	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
94	(Original Article 191)	The main functions and duties of	Amended			according		to
		Remuneration and Assessment	Article		28 of		the Measures
	The main functions and duties of	Committee shall be as follows:	for	the		Management		of
	Remuneration and Assessment		Independent				Directors	of
	Committee shall be as follows:	(1) studying and designing the	Listed		Companies and			The
		remuneration policies, remuneration	Rules			Governing		the
	(1) studying and designing the	systems and proposals for directors and	Listing		of	Securities on		The
	remuneration policies, remuneration	senior management, and making	Stock		Exchange of Hong
	systems and proposals for directors and	suggestions to the Board of Directors	Kong Limited
	senior management ~~of the head office~~,	with respect to the establishment of
	making suggestions to the Board of	standard and transparent procedures for
	Directors with respect to the	the formulation of remuneration policies;
	establishment of standard and
	transparent procedures for the	(2) studying and designing the standards
	formulation of remuneration policies~~,~~	and proposals for the assessment of
	~~and supervising the implementation of~~	performance of directors and senior
	~~the remuneration policies, systems and~~	management;
	~~proposals~~;
		(3) studying and formulating due
	(2) studying and designing the standards	diligence assessment systems of
	and proposals for the assessment of	directors and senior management,
	performance of directors and senior	making suggestions to the Board of
	management ~~of the head office~~;	Directors, and performing assessment on
		a regular basis;
	(3) studying and formulating due
	diligence assessment systems of	(4) studying and determining the post
	directors and senior management ~~of the~~	ranking and salary scale of senior
	~~head office~~, making suggestions to the	management;
	Board of Directors, and performing
	assessment on a regular basis;	(5) formulating or changing the share
		incentive schemes and employee
	(4) studying and determining the post	shareholding schemes of the Bank and
	ranking and salary scale of senior	its affiliates, granting rights to
	management ~~of the head office~~;	incentive objects, determining the achievement of conditions for
	(5) ~~studying and designing ~~the share incentive schemes of the Bank and its	exercising rights, and making suggestions to the Board of Directors;
	affiliates ~~and their implementation~~;
		(6) directors and senior management
	~~(6)~~ reviewing material remuneration policies of the Bank, making	arranging shareholding schemes for proposed spin-off of subsidiaries, and
	improvement suggestions ~~and~~ ~~supervising their implementation~~;	making suggestions to the Board of Directors;

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

	No.	Original Article	New Article Basis of Amendment	New Article Basis of Amendment	New Article Basis of Amendment
		~~(7) ~~studying and designing resignation policies for directors and senior	(7) reviewing and/or approving matters related to share schemes as
		management ~~of the head office~~;	described in the Hong Kong Listing Rules;
		~~(8)~~determining the package of incentives
		and penalties for Directors and senior	(8) reviewing material remuneration
		management~~of the head office~~, including non-monetary interests, pension rights	policies of the Bank, and making improvement suggestions;
		and amounts of compensation (including
		compensations for loss or dismissal or	(9) studying and designing resignation
		termination of office or appointment not	policies for directors and senior
		due to misconducts), and making	management;
		suggestions to the Board of Directors;
			(10) determining the package of
		~~(9)~~ reviewing and approving	incentives and penalties for Directors
		compensation arrangements with respect	and senior management, including non-
		to directors and senior management for	monetary interests, pension rights and
		their loss or termination of office or	amounts of compensation (including
		appointment, or dismissal or removal due	compensations for loss or dismissal or
		to misconducts, to ensure that such	termination of office or appointment not
		compensation arrangements are in	due to misconducts), and making
		accordance with terms in relevant	suggestions to the Board of Directors;
		contracts; if the arrangements fail to
		comply with the terms of the contracts,	(11) reviewing and approving
		the compensation must also be fair and	compensation arrangements with respect
		reasonable;	to directors and senior management for
			their loss or termination of office or
		~~(10)~~ ~~performing~~ ~~responsibilities~~	appointment, or dismissal or removal due
		~~specified by the laws, regulations and the~~	to misconducts, to ensure that such
		~~listing rules of the places where the Bank~~	compensation arrangements are in
		~~is listed;~~	accordance with terms in relevant
			contracts; if the arrangements fail to
		~~(11) handling other matters authorized by~~	comply with the terms of the contracts,
		~~the Board of Directors.~~	the compensation must also be fair and
			reasonable;
			(12) other matters required by the
			laws, administrative regulations, rules,
			and the securities regulatory
			authorities of the place where the
			shares of the Bank are listed, or
			delegated by the Board of Directors.

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APPENDIX I

No.	Original Article	New Article	Basis	of Amendment	of Amendment
95	(Original Article 201)	If any director is connected with any	Amended	according		to
		enterprise or individual involved in the	Articles 139	and	185 of	the
	If any director is connected with any	matter to be resolved in the meeting of	Company Law
	enterprise involved in the matter to be	the Board of Directors, such director
	resolved in the meeting of the Board of	shall promptly submit a written report
	Directors, such director should neither	to the Board of Directors. Such director
	exercise his/her voting right on such	with connected relations should neither
	matter, nor exercise voting right on	exercise his/her voting right on such
	behalf of other directors. The meeting of	matter, nor exercise voting right on
	the Board of Directors may be held only	behalf of other directors, and his/her
	if one-half or more of the directors	voting right shall not be counted
	without connected relations are present	towards the total voting rights. The
	and resolutions shall be adopted only by	meeting of the Board of Directors may be
	more than half of the directors without	held only if one-half or more of the
	connected relations in the matter to be	directors without connected relations are
	resolved. When directors with no	present and resolutions shall be adopted
	connected relations in the matter present	only by more than half of the directors
	at the meeting of the Board of Directors	without connected relations in the matter
	are less than three, the Board of Directors	to be resolved. When directors with no
	shall submit such proposals to the	connected relations in the matter present
	shareholders’~~general ~~meeting.	at the meeting of the Board of Directors
		are less than three, the Board of Directors
		shall submit such proposals to the
		shareholders’ meeting.
96	(Original Article 204)	…	Description		improved
			according to the		Company
	…	Directors shall be responsible for the	Law
		resolutions of the meetings of the Board
	Directors shall be responsible for the	of Directors. If any resolution violates
	resolutions of the meetings of the Board	any laws, rules, these Articles of
	of Directors. If any resolution violates	Association or the resolution of the
	any laws, rules, these Articles of	shareholders’ meeting and causes the
	Association or the resolution of the	Bank to suffer losses, the directors who
	shareholders’~~general~~meeting and causes	were involved in the resolution shall be
	the Bank to suffer losses, the directors	liable for compensation to the Bank
	who were involved in the resolution shall	while the directors who are certified by
	be liable for compensation to the Bank	the minutes of the meeting as having
	while the directors who are certified by	voted against the resolution are not liable
	the minutes of the meeting as having	for the losses.
	voted against the resolution are not liable
	for the losses.

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APPENDIX I

No.	Original Article		New Article				Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
97	(Original Article 205)		Minutes of the meetings	of the Board of			Amended	according			to
			Directors shall include		the following		Article	123		of	the
	Minutes of the meetings of the Board	of	contents:				Guidelines	for	Articles		of
	Directors shall include the following						Association		of	Listed
	contents:		(1) date, venue andname		of	convener of	Companies
			the meetings;
	(1) ~~session, ~~date, venue~~, manner ~~and
	~~presider ~~of the meetings;		(2) agenda of the meetings;
	(2) agenda of the meetings;		(3) names of attending		directors and
			directors entrusted by others to attend
	(3) ~~attendance, attendance by proxy, and~~ ~~absence of directors, and persons present~~		the meetings (proxies);
	~~at the meetings;~~		(4) summaries of directors’			statements;
	~~(4) notification of meetings;~~		(5) voting form and	result of each
			resolution (including the	number of votes
	(5) summaries of directors’ statements;		of agreeing, objecting or		abstaining);
	~~(6) opinions of supervisors present at the~~		(6) other content required to be recorded
	~~meetings;~~		by laws, administrative departmental rules and			regulations, normative
	(7) voting form and result of each		documents.
	resolution (including the number of votes
	of agreeing, objecting or abstaining~~, and~~
	~~the~~ ~~names~~ ~~of~~ ~~the~~ ~~directors~~ ~~casting~~
	~~opposing votes or abstain from voting~~);
	~~(8) other matters that should be recorded~~
	~~as deemed by the attending directors;~~
	(9) other content required to be recorded
	by laws, regulations, rules and normative
	documents.

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APPENDIX I

No.	Original Article	New Article			Basis of Amendment	Basis of Amendment
98	(Original Article 206)	The chairman shall exercise		the	Amended	according to	the
		following functions and duties:			actual situation of the Bank
	The chairman shall exercise the
	following functions and duties:	…
	…	(6) nominating candidates for	president,
		the Board secretary and chief		audit
	(6) nominating candidates for president,	officer of the Bank;
	the Board secretary~~,~~ ~~chief~~ ~~financial~~
	~~officer ~~and chief audit officer of the	(7) signing significant documents of the
	Bank;	Board of Directors and other documents
		that shall be signed by		legal
	(7) signing significant documents of the	representatives of the Bank;
	Board of Directors and other documents
	that shall be signed by legal	…
	representatives of the Bank;
	…
99	(Original Article 207)	The vice chairman shall assist		the	Amended	according	to
		chairman. When the chairman	cannot or		Article 122 of the Company
	The vice chairman shall assist the	fails to perform his/her duties		and	Law
	chairman. When the chairman cannot or	powers, the vice chairman shall act on
	fails to perform his/her duties and	behalf of the chairman (if the Bank		shall
	powers, the vice chairman shall act on	have two or above vice chairmen, the
	behalf of the chairman (if the Bank shall	vice chairman elected by more than half
	have two or above vice chairmen, the	of all the directors shall act on behalf of
	vice chairman elected by more than half	the chairman); when the vice	chairman
	of all the directors shall act on behalf of	cannot or fails to perform his/her duties
	the chairman); when the vice chairman	and powers, a director elected by		more
	cannot or fails to perform his/her duties	than half of all the director s shall act on
	and powers, a director elected by more	behalf of the chairman.
	than half of all the director s shall act on
	behalf of the chairman.

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APPENDIX I

No.	Original Article	New Article	Basis of Amendment	Basis of Amendment	Basis of Amendment
100	(Original Article 208)	The Bank shall have one president who	Supplemented			and
		shall be nominated by the chairman of	improved	according		to
	The Bank shall have one president who	the Board to the Board of Directors	Article 72	of the Code of
	shall be~~proposed~~by the chairman of the	according to the nomination by the	Corporate	Governance		of
	Board to the Board of Directors	Nomination Committee; the chairman of	Banking	and	Insurance
	according to the nomination by the	the Board shall not serve as the president	Institutions
	Nomination Committee; the chairman of	of the Bank concurrently. The president
	the Board shall not serve as the president	may nominate to the Board for the
	of the Bank concurrently. The president	appointment of certain vice presidents of
	may ~~propose ~~to the Board for the appointment of certain vice presidents of	the Bankand other senior management including assistant to the president,
	the Bank based on the needs of work.~~The~~	financial person-in-charge, chief risk
	~~above nominees ~~shall be appointed ~~upon~~ ~~review~~ by the Board. The senior management is accountable to the Board	officer, chief information officer and business director based on the needs of work. They shall be appointed by the
	of Directors and subject to the	Board. The financial person-in-charge
	supervision of the Supervisory Board.	may be appointed separately or
		assumed concurrently by the vice
	The senior management shall actively	president in charge of finance.
	implement the resolutions of the
	shareholders’ ~~general ~~meeting and the	The senior management is accountable to
	Board of Directors, report the operation	the Board of Directors and subject to the
	and management of the Bank and provide	supervision of the Supervisory Board.
	relevant information in a timely, accurate	The senior management shall actively
	and complete manner as required by the	implement the resolutions of the
	Board of Directors and the Supervisory	shareholders’ meeting and the Board of
	Board, and conduct operation and	Directors, report the operation and
	management activities in accordance	management of the Bank and provide
	with the Articles of Association and the	relevant information in a timely, accurate
	authorization of the Board of Directors.	and complete manner as required by the
		Board of Directors and the Supervisory
		Board, and conduct operation and
		management activities in accordance
		with the Articles of Association and the
		authorization of the Board of Directors.

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	New Article			Basis of Amendment
101	(Original Article 209)	The president	and other senior		Improved and adjusted with
		management of the Bank shall possess			reference to the articles of
	The president and~~the vice president(s)~~of	the necessary expertise and experience			association of peers
	the Bank shall possess the necessary	for performing their duties		and have the
	expertise and experience for performing	qualifications as required by the banking
	their duties and have the qualifications as	regulatory authorities of		the State
	required by the banking regulatory	Council and the	securities regulatory
	authorities of the State Council and the	authorities of the	State Council. Their
	securities regulatory authorities of the	appointments shall be approved by the
	State Council. Their appointments shall	banking regulatory authorities of the
	be approved by the banking regulatory	State Council.
	authorities of the State Council.
102	(Original Article 210)	The term of office of the president and			Improved and adjusted with
		other senior management		of the Bank	reference to the articles of
	The term of office of the president and	shall be 3 years and shall be renewable.			association of peers
	~~vice president(s) ~~of the Bank shall be 3
	years and shall be renewable. ~~The~~
	~~renewal term of the president and vice~~
	~~president(s) shall not exceed two terms.~~
	~~However,~~ ~~the~~ ~~renewal~~ ~~term~~ ~~of~~ ~~the~~
	~~president and vice president(s) may be~~
	~~permitted to extend to three terms as the~~
	~~Board of Directors may think necessary.~~
103	(Original Article 211)	…			Improved and adjusted with
					reference to the articles of
	…	Appointments of	senior	management	association of peers
		shall be approved by banking regulatory
	Appointments of senior management	authorities of the	State Council if so
	shall be approved by banking regulatory	required. The fiduciary duties and duties
	authorities of the State Council if so	of diligence regarding the		directors set
	required. The fiduciary duties and duties	out herein shall be applicable to the
	of diligence regarding the directors set	president and other senior		management
	out herein shall be applicable to the	of the Bank.
	president and other senior management
	of the Bank.
	~~The age of the president and other senior~~
	~~management of the Bank being appointed~~
	~~shall not exceed 60. In principle, the~~
	~~Board shall not appoint anyone who aged~~
	~~over 58 as the president and other senior~~
	~~management~~ ~~of~~ ~~the~~ ~~Bank.~~ ~~In~~
	~~extraordinary circumstance that any of~~
	~~the above officials shall retain his post,~~
	~~special~~ ~~approval~~ ~~by~~ ~~the~~ ~~Board~~ ~~of~~
	~~Directors shall be obtained.~~

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article			New Article	Basis of Amendment	Basis of Amendment
104	(Original Article 213)			The president shall be responsible to the	Amended	according	to
				Board and exercise the following	Article 67 of the Company
	The president shall be responsible to	the		functions and duties:	Law and Article 72 of		the
	Board and exercise the following				Corporate	Governance
	functions and duties:			…	Standards	for Banking	and
					Insurance	Institutions
	…			(6) proposing to the Board of Directors
				the appointment or dismissal of vice
	(6) proposing to the Board of Directors			president(s), assistant to president,
	the appointment or dismissal of vice			financial person-in-charge, chief risk
	president(s), assistant to president, chief			officer, chief information officer,
	risk officer, chief information officer	and		business director and other senior
	other senior management;			management;
	(7) proposing the appointment		or	(7) proposing the appointment or
	dismissal of chief experts, ~~presidents ~~of branches, president~~s ~~of ~~SBUs, chief~~ ~~finance officer,~~ proposed candidates of chairman of the Board of Directors,			dismissal of chief experts,main person- in-charge of head office departments and branches, president of Credit Card Centre, proposed candidates of chairman
	chairman of the Supervisory Board	and		of the Board of Directors, chairman of
	general managers of subsidiaries of	the		the Supervisory Board and general
	Bank;			managers of subsidiaries of the Bank;
	…			…
	(11) exercising other powers conferred			(11) exercising other powers conferred
	by these Articles of Association or	the		by these Articles of Association or the
	Board of Directors.			Board of Directors.
				Vice president(s), assistant to
				president, financial person-in-charge,
				chief risk officer, chief information
				officer, business director, etc. provide
				assistance to the work of the president.

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APPENDIX I ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

No.	Original Article	New Article	Basis	of Amendment	of Amendment	of Amendment	of Amendment
105	(Original Article 219)	The president and other senior	Improved and adjusted with
		management of the Bank shall comply	reference to the			articles of
	The president and~~vice president(s)~~of the	with laws, administrative regulations,	association of peers
	Bank shall comply with laws,	rules and the Articles of Association and
	administrative regulations, rules and the	perform the obligations of faithfulness
	Articles of Association ~~herein~~ and	and diligence.
	perform the obligations of faithfulness
	and diligence.	When exercising their powers, the
		president andother senior management
	When exercising their powers, the	of the Bank shall not make any changes
	president and ~~vice president(s) ~~of the	on the resolutions of meetings of
	Bank shall not make any changes on the	shareholders and the Board of Directors
	resolutions of meetings of shareholders	and shall not exercise beyond their
	and the Board of Directors and shall not	authorities.
	exercise beyond their authorities.
106	(Original Article 220)	President of the Bank may resign before	Improved		and		adjusted
		expiration of his term of office. Specific	according		to	the		actual
	President of the Bank may resign before	procedures and methods of resignation of	situation of		the	Bank			and
	expiration of his term of office. Specific	president of the Bank shall be prescribed	with	reference			to		the
	procedures and methods of resignation of	by the provisions of the contract between	articles of		association of
	president of the Bank shall be prescribed	the president and the Bank.	peers
	by the provisions of the ~~service ~~contract
	between the president and the Bank.~~The~~
	~~president and the vice president(s) of the~~
	~~Bank~~ ~~shall~~ ~~resign~~ ~~only~~ ~~upon~~ ~~the~~
	~~completion of the resignation auditing.~~
107	(Original Article 221)	The president and other senior	Amended		according				to
		management of the Bank shall be liable	Article 191 of the Company
	The president and senior management of	to indemnify any losses of the Bank	Law
	the Bank shall be liable to indemnify any	arising from their violation of laws,
	losses of the Bank arising from their	administrative regulations, rules and
	violation of laws, administrative	provisions of the Articles of Association
	regulations, rules and provisions of the	when performing duties.If the president
	Articles of Association when performing	and other senior management cause
	duties.	damage to others while performing
		duties, the Bank shall assume
		responsibility of compensation. If the
		president and other senior
		management act with intent or gross
		negligence, they shall also assume
		responsibility of compensation.

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No. Original Article New Article Basis of Amendment 108 (Original Article 224) The secretary to the Board of Directors Consolidated with the shall possess necessary expertise and original Article 226 The secretary to the Board of Directors experience in banking industry and shall possess necessary expertise and qualification as required by the local and experience in banking industry and overseas regulatory authorities and qualification as required by the local and applicable listing rules. Circumstances overseas regulatory authorities and prohibited any person from serving as a applicable listing rules ~~and shall be~~ director of the Bank as stipulated in these ~~appointed by the Board of Directors~~ . Articles of Association shall be Circumstances prohibited any person applicable to the secretary to the Board from serving as a director of the Bank as of Directors. stipulated in these Articles of Association shall be applicable to the secretary to the Board of Directors. 109 (Original Article 226) The secretary to the Board of Directors 1. The original article was shall be nominated by the chairman and formulated according to the The secretary to the Board of Directors be appointed or removed by the Board of Guidelines for Secretaries shall be nominated by the chairman and Directors. Directors or other senior to the Board of Directors of be appointed or removed by the Board of management of the Bank can Overseas Listed Companies Directors. Directors or other senior concurrently serve as the secretary to the which were now repealed management of the Bank can Board of Directors. A director serving as concurrently serve as the secretary to the the secretary to the Board of Directors 2. Improved and adjusted Board of Directors. A director serving as shall not conduct a deed with a dual with reference to the the secretary to the Board of Directors status as concurrent director and the articles of association of shall not conduct a deed with a dual board secretary if a certain deed requires peers status as concurrent director and the respective conduction of both the board secretary if a certain deed requires secretary to the Board of Directors and a respective conduction of both the director. secretary to the Board of Directors and a director. ~~The accountants of the~~ … ~~accounting firm and the lawyers of the law firm engaged by the Bank, the president and officials responsible for financial functions of the Bank shall not serve concurrently as the secretary to the Board of Directors. Term of office of the secretary to the Board of Directors shall be the same as that of a director. Normally, the renewal term of the secretary to the Board of Directors shall not exceed two terms. However, the renewal term of the secretary to the Board of Directors may be permitted to extend to three terms as the Board of Directors may think necessary.~~ …

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	New Article	New Article				Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
110	Delete the original “Chapter 14 Chief						According		to the		actual
	Financial Officer”						situation of		the Bank
111	(Original Article 231)	…					Improved and adjusted with
							reference to		the articles of
	…	The appointment requirements, etc. of					association of peers			and the
		independent directors		stipulated herein			actual	situation of the			Bank
	The ~~qualification, nomination, election~~	shall be	applicable	to the	external
	~~and change ~~of independent directors	supervisor.
	stipulated herein shall be applicable to
	the external supervisor.	…
	…
112	(Original Article 236)	The term of office of		the supervisors is			The relevant requirements
		valid from the beginning			to	the	have already been reflected
	The term of office of the supervisors is	expiration	of term of office of			the	in the	original Article 233,
	valid from the beginning to the	Supervisory Board.					descriptions			further
	expiration of term of office of the						improved
	Supervisory Board. ~~In case of delay in~~	Each term	of office of	a supervisor shall
	~~the re-election of a supervisor upon the~~	be 3 years. Supervisors shall not				be
	~~expiration of his/her term of office, the~~	dismissed by shareholders’ meeting				and
	~~former supervisor shall discharge his/her~~	the meeting of representatives				of
	~~duties~~ ~~as~~ ~~stipulated~~ ~~in~~ ~~the~~ ~~laws,~~	employees	without a	cause before		the
	~~administrative~~ ~~regulations~~ ~~and~~ ~~the~~	expiration	of the term. Supervisors			and
	~~Articles of Association prior to the~~	external	supervisors	who	are	the
	~~assumption of office of the re-elected~~	shareholder representatives			shall	be
	~~supervisor.~~	elected or	removed in	the shareholders’
		meeting.	Supervisors	who	are	the
	Each term of office of a supervisor shall	employees	of the Bank	shall be	elected or
	be 3 years. Supervisors shall not be	removed	in the	meeting		of
	dismissed by shareholders’ ~~general~~	representatives of employees.			The term
	meeting and the meeting of	of office	of supervisors		shall	be
	representatives of employees without a	renewable	upon	re-election		and
	cause before the expiration of the term.	reappointment. The cumulative term of
	Supervisors and external supervisors	service of	external supervisors		shall	not
	who are the shareholder representatives	exceed 6 years.
	shall be elected or removed in the
	shareholders’ ~~general~~ meeting.
	Supervisors who are the employees of
	the Bank shall be elected or removed in
	the meeting of representatives of
	employees. The term of office of
	supervisors shall be renewable upon re-
	election and reappointment. The
	cumulative term of service of external
	supervisors shall not exceed 6 years.

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article		New Article		Basis	of Amendment	of Amendment	of Amendment
113	(Original Article 242)		The supervisors representing employees		Improved and adjusted with
			shall be nominated by the Supervisory		reference to the articles of
	The supervisors representing employees		Board and employees of the union	and	association of		peers
	shall be nominated by the Supervisory		shall be elected in the meeting of the
	Board and employees of the union and		employees’ representatives.
	shall be elected in the meeting of the
	employees’ representatives. ~~Inclusion of~~
	~~a new candidate shall be allowed when~~
	~~over 10 employees raise objections to the~~
	~~candidate list.~~
114	(Original Article 246)		The Bank comprises the Supervisory		Amended according			to	the
			Board, which is accountable to	the	actual situation of the Bank
	The Bank comprises the	Supervisory	shareholders’ meeting.		and	Article	130	of	the
	Board, which is accountable to the				Company Law
	~~general ~~meeting.		The Supervisory Board shall consist of5 to 9 supervisors, of which the proportion
	The Supervisory Board shall consist of 9		of the external supervisors shall not be
	supervisors, of which the	proportion of	less than one-third, and the proportion of
	the external supervisors shall not be less		the supervisors representing employees
	than one-third, and the proportion of the		shall not be less than one-third.
	supervisors representing employees shall
	not be less than one-third.		…
	…		The meeting of the Supervisory Board
			shall be convened and chaired by	the
	The meeting of the Supervisory Board		chairman of the Supervisory Board. If
	shall be convened and chaired by the		the chairman of the Supervisory Board is
	chairman of the Supervisory Board. If		unable to or does not perform his duties,
	the chairman of the Supervisory Board is		the meeting of Supervisory Board shall
	unable to or does not perform his duties,		be convened or chaired by the	vice
	the meeting of Supervisory Board shall		chairman of the Supervisory Board. If
	be convened or chaired	by the vice	the vice chairman of the Supervisory
	chairman of the Supervisory Board. If		Board is unable to or does not perform
	the vice chairman of the Supervisory		his duties, the meeting of Supervisory
	Board is unable to or does not perform		Board shall be convened and chaired by
	his duties, the meeting of Supervisory		the supervisor recommended by more
	Board shall be convened and chaired by		than half of the supervisors.
	the supervisor recommended by more
	than ~~50% ~~of the supervisors.

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APPENDIX I ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

No.	Original Article	New Article	Basis	of Amendment	of Amendment	of Amendment	of Amendment
115	(Original Article 247)	The Bank shall provide favorable	Amended according to							the
		working environment for the Supervisory	actual situation of the					Bank
	The Bank shall provide favorable	Board to perform its duties. The	and	Article	131		of			the
	working environment for the Supervisory	Supervisory Board shall have an	Company Law
	Board to perform its duties. The	independent financial budget and have
	Supervisory Board shall ~~prepare the~~ ~~annual expense budget, which shall be~~ ~~included in the annual financial budget.~~	the right to independently control budget expenses according to work needs.
116	(Original Article 250)	The Supervisory Board shall require the	Amended		according					to
		directors, senior management, internal	Article 80 of the Company
	The Supervisory Board shall require the	and external auditors to attend the	Law
	directors, senior management, internal	meeting in order to answer the enquiries
	and external auditors to attend the	of the Supervisory Board. The
	meeting in order to answer the enquiries	Supervisory Board may require
	of the Supervisory Board.	directors and senior management to
		submit reports on performance of
		duties.
117	(Original Article 261)	The Supervisory Board shall dispatch a	Improved		and		adjusted
		written notice and the relevant	according to			the		actual
	The Supervisory Board shall dispatch a	documents to all supervisors 10 days	situation of		the	Bank			and
	written notice and the relevant	prior to convening the meeting of the	with	reference			to			the
	documents to all supervisors 10 days	Supervisory Board and within 5 days	articles of		association					of
	prior to convening the meeting of the	before convening the extraordinary	peers
	Supervisory Board and within 5 days	meeting of Supervisory Board.In case of
	before convening the extraordinary	emergency, the convening of an
	meeting of Supervisory Board.	extraordinary meeting of Supervisory
		Board may not be subject to the
		aforementioned time restrictions for
		the delivery of meeting notice and
		meeting documents.

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	New Article Basis of Amendment	New Article Basis of Amendment	New Article Basis of Amendment	New Article Basis of Amendment	New Article Basis of Amendment	New Article Basis of Amendment	New Article Basis of Amendment
118	(Original Article 272)	… 1. The original article							was
		formulated		according				to the
	…	(2) a person who has committed an Mandatory		Provisions					for
		offense of corruption, bribery, Articles	of	Association of
	(2) a person who has committed an	infringement of property, Companies		to be				Listed
	offense of corruption, bribery,	misappropriation of property or Overseas which				were now
	infringement of property,	sabotaging of the market economic repealed
	misappropriation of property or	orderof socialism and has been punished
	sabotaging of the ~~social ~~economic order	because he/she committed such an 2. Amended according to
	and has been punished because he/she	offense, where less than five years have Article	178			of			the
	committed such an offense, where less	elapsed since the date of completion of Company			Law				and
	than five years have elapsed since the	the sentence; or who has been deprived Paragraph		3.2.2			of		the
	date of completion of the sentence; or	of his/her political rights for committing Guidelines		of	the Shanghai
	who has been deprived of his/her	criminal offense, where less than five Stock Exchange				for		Self-
	political rights for committing criminal	years have elapsed since the date of discipline		Supervision					of
	offense, where less than five years have	completion of this deprivation; or if the Listed Companies					No.		1 –
	elapsed since the date of completion of	person is sentenced to probation, less Standard Operation
	this deprivation;	than two years have elapsed since the
		date of completion of this probation;
	…
		…
	(5) a person who has a relatively large
	amount of debts and who is in default of	(5) a person who has a relatively large
	such debts;	amount of debts and who is in default of
		such debts and who is listed as a
	…	dishonest debtor by the People’s
		Court;
	~~(7) a non-natural person;~~
		…
	~~(8) a person convicted of contravening~~
	~~provisions~~ ~~of~~ ~~relevant~~ ~~securities~~	(7) a person who has been banned from
	~~regulations by a relevant supervising~~ ~~authority, and such conviction involves a~~ ~~finding that he has acted fraudulently or~~ ~~dishonestly, where less than five years~~ ~~have~~ ~~elapsed~~ ~~since~~ ~~the~~ ~~date~~ ~~of~~	entering the market through acting as a director, supervisor or senior management member of a listed company by the securities regulatory authorities under the State Council for a
	~~conviction;~~	period of time and such period has not
		yet expired;
	(~~9~~) a person who has been banned from
	entering the ~~securities ~~market by the	(8) other circumstances stipulated by
	securities regulatory authorities under	laws, administrative regulations and
	the State Council for a period of time and	department rules.
	such period has not yet expired;
		…
	(~~10~~) other circumstances stipulated by
	laws, administrative regulations and
	department rules.
	…

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	New Article				Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
119	(Original Article 273)	The senior management of the Bank shall				Amended	according			to
		faithfully perform duties to safeguard the				Article 22	of the Company
	The senior management of the Bank shall	best interests of the Bank and all				Law
	faithfully perform duties to safeguard the	shareholders, and	shall	not	cause
	best interests of the Bank and all	damage to the interests of the Bank
	shareholders. If any senior management	through connected	relations.		If any
	of the Bank fails to faithfully perform	senior management of the Bank fails to
	duties or violates the duty of good faith,	faithfully perform duties or		violates the
	causing damage to the interests of the	duty of good faith, causing damage to the
	Bank and the public shareholders, he/she	interests of the Bank and		the	public
	shall bear the legal liability of	shareholders, he/she	shall bear the legal
	compensation.	liability of compensation.
120	(Original Article 274)					The original		article		was
						formulated	according		to the
	~~When the director, president and other~~					Mandatory	Provisions			for
	~~senior management personnel of the~~					Articles of	Association of
	~~Bank acts in the name of the Bank, the~~					Companies	to	be	Listed
	~~effectiveness of such act against any~~					Overseas which were now
	~~third party acting in good faith shall not~~					repealed
	~~be affected by the non-compliance in~~
	~~terms~~ ~~of~~ ~~incumbency,~~ ~~election~~ ~~or~~
	~~qualification of such person.~~
121	(Original Article 276)					The original		article		was
						formulated	according		to the
	~~When~~ ~~exercising~~ ~~their~~ ~~rights~~ ~~or~~					Mandatory	Provisions			for
	~~performing~~ ~~their~~ ~~obligations,~~ ~~the~~					Articles of	Association of
	~~director, supervisor, president and other~~					Companies	to	be	Listed
	~~senior management personnel of the~~					Overseas which were now
	~~Bank shall be responsible for behaving~~					repealed
	~~with prudence, diligence and skills a~~
	~~reasonably~~ ~~prudent~~ ~~person~~ ~~would~~
	~~exercise under similar circumstances.~~

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	Basis	of Amendment	of Amendment	of Amendment	of Amendment	of Amendment
122	(Original Article 277)	The	original			article was
		formulated			according		to the
	~~When~~ ~~performing~~ ~~their~~ ~~duties,~~ ~~the~~	Mandatory			Provisions for
	~~director, supervisor, president and other~~	Articles		of	Association of
	~~senior management personnel of the~~	Companies			to	be	Listed
	~~Bank shall observe the principle of good~~	Overseas which were now
	~~faith, and shall not place themselves in a~~	repealed
	~~position where their interest may conflict~~
	~~with their obligations. The principle~~
	~~includes~~ ~~but~~ ~~is~~ ~~not~~ ~~limited~~ ~~to~~ ~~the~~
	~~following obligations:~~
	~~(1) acting in good faith with a view to~~
	~~maximize the Bank’s interests;~~
	~~(2) exercising rights within the scope of~~
	~~authority, without exceeding such scope;~~
	~~(3)~~ ~~personally~~ ~~exercising~~ ~~the~~
	~~discretionary~~ ~~power~~ ~~without~~ ~~being~~
	~~manipulated by other persons;~~
	~~the discretionary power shall not be~~
	~~assigned to any other person, unless as~~
	~~approved~~ ~~by~~ ~~laws,~~ ~~administrative~~
	~~regulations, or the informed general~~
	~~meeting of shareholders;~~
	~~(4) equally treating shareholders of the~~
	~~same class and fairly treating those of~~
	~~different class;~~
	~~(5) except as otherwise provided in the~~
	~~Articles or approved by the informed~~
	~~general meeting of shareholders, not to~~
	~~sign contracts, conduct transactions or~~
	~~make arrangements with the Bank;~~
	~~(6) without approval of the informed~~
	~~general meeting of shareholders, not to~~
	~~utilize the Bank’s property by any means~~
	~~for their own interests;~~
	~~(7) not to take advantage of the position~~
	~~to accept bribes or other illegal income,~~
	~~or misappropriate the property of the~~
	~~Bank by any means, including but not~~
	~~limited to favorable opportunities for the~~
	~~Bank;~~

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

	No.	Original Article	New Article Basis of Amendment	New Article Basis of Amendment	New Article Basis of Amendment
		~~(8) without approval of the general~~
		~~meeting~~ ~~of~~ ~~shareholders~~ ~~in~~ ~~the~~
		~~knowledge, not to accept commissions~~
		~~related to the Bank’s transactions;~~
		~~(9) observing the Articles of Association~~
		~~of the Bank, faithfully performing their~~
		~~responsibilities and protecting interests~~
		~~of the Bank, and not to take advantage of~~
		~~their position and power to seek personal~~
		~~interests;~~
		~~(10) without approval of the informed~~
		~~general meeting of shareholders, not to~~
		~~compete with the Bank by any means;~~
		~~(11) not to misappropriate the fund of the~~
		~~Bank, lend the fund of the Bank to other~~
		~~persons~~ ~~in~~ ~~violation~~ ~~of~~ ~~regulations,~~
		~~deposit the fund of the Bank in the~~
		~~account opened in personal name or~~
		~~otherwise, or utilize the assets of the~~
		~~Bank~~ ~~to~~ ~~provide~~ ~~guarantee~~ ~~for~~ ~~the~~
		~~personal debt of the Bank’s shareholders~~
		~~or~~ ~~other~~ ~~persons~~ ~~in~~ ~~violation~~ ~~of~~
		~~regulations; and~~
		~~(12) without approval of the informed~~
		~~general meeting of shareholders, not to~~
		~~reveal the confidential information of the~~
		~~Bank gained during their term of office;~~
		~~unless for the interest of the Bank, not to~~
		~~take advantage of such information;~~
		~~however, in any one of the following~~
		~~circumstances, such information may be~~
		~~disclosed~~ ~~to~~ ~~the~~ ~~court~~ ~~or~~ ~~other~~
		~~governmental authorities:~~
		~~(i) provided by laws;~~
		~~(ii) required for public interests; or~~
		~~(iii) required by the director, supervisor,~~
		~~president and other senior management~~
		~~personnel for his/her own interests.~~

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	Basis	of Amendment	of Amendment	of Amendment	of Amendment
123	(Original Article 278)	The	original		article was
		formulated		according		to the
	~~The director, supervisor, president and~~	Mandatory		Provisions for
	~~other senior management personnel of~~	Articles of		Association of
	~~the Bank shall not instigate the following~~	Companies		to	be	Listed
	~~persons~~ ~~or~~ ~~institutions~~ ~~(collectively~~	Overseas which were now
	~~“related persons”) to do anything that~~	repealed
	~~they are forbidden to do:~~
	~~(1) the spouse or minor children of the~~
	~~director, supervisor, president and other~~
	~~senior management personnel of the~~
	~~Bank;~~
	~~(2) trustees of the director, supervisor,~~
	~~president and other senior management~~
	~~personnel~~ ~~of~~ ~~the~~ ~~Bank~~ ~~and~~ ~~those~~
	~~specified in item (1) of this article;~~
	~~(3) partners of the director, supervisor,~~
	~~president and other senior management~~
	~~personnel~~ ~~of~~ ~~the~~ ~~Bank~~ ~~and~~ ~~those~~
	~~specified in items (1) and (2) of this~~
	~~article;~~
	~~(4) companies solely controlled by the~~
	~~director, supervisor, president and other~~
	~~senior management personnel of the~~
	~~Bank, or jointly controlled by them with~~
	~~those specified in items (1), (2) and (3)~~
	~~of this article or with other directors,~~
	~~supervisors,~~ ~~president~~ ~~and~~ ~~senior~~
	~~management personnel of the Bank; and~~
	~~(5) the director, supervisor, manager and~~
	~~other senior management personnel of~~
	~~the controlled companies specified in~~
	~~item (4) of this article.~~

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
124	(Original Article 279)	The original			article		was
		formulated		according		to the
	~~The obligations of good faith of the~~	Mandatory		Provisions			for
	~~director, supervisor, president and other~~	Articles	of	Association of
	~~senior management personnel of the~~	Companies		to	be	Listed
	~~Bank may not terminate upon expiration~~	Overseas which were					now
	~~of~~ ~~their~~ ~~term~~ ~~of~~ ~~office,~~ ~~and~~ ~~their~~	repealed
	~~obligations to hold the business secrets~~
	~~of the Bank confidential shall remain~~
	~~valid after the expiration of their tenures~~
	~~of~~ ~~office.~~ ~~The~~ ~~duration~~ ~~of~~ ~~other~~
	~~obligations~~ ~~shall~~ ~~be~~ ~~decided~~ ~~in~~
	~~accordance with the principle of fairness,~~
	~~depending on the interval between the~~
	~~date when an event arises and the date~~
	~~when~~ ~~they~~ ~~leave~~ ~~their~~ ~~post,~~ ~~and~~
	~~depending on the circumstances and~~
	~~conditions under which their relationship~~
	~~with the Bank terminates.~~
125	(Original Article 280)	The original			article		was
		formulated		according		to the
	~~The~~ ~~responsibilities~~ ~~borne~~ ~~by~~ ~~the~~	Mandatory		Provisions			for
	~~director, supervisor, president and other~~	Articles	of	Association of
	~~senior management personnel of the~~	Companies		to	be	Listed
	~~Bank due to violation of a certain~~	Overseas which were					now
	~~obligation may be discharged by the~~	repealed
	~~informed~~ ~~general~~ ~~meeting~~ ~~of~~
	~~shareholders,~~ ~~with~~ ~~exception~~ ~~of~~ ~~the~~
	~~circumstances specified in Article 74~~
	~~hereof.~~
126	(Original Article 281)	The original			article		was
		formulated		according		to the
	~~Where the director or his/her associates,~~	Mandatory		Provisions			for
	~~supervisor, president or other senior~~	Articles	of	Association of
	~~management personnel of the Bank has~~	Companies		to	be	Listed
	~~direct or indirect material interest with~~	Overseas which were					now
	~~the~~ ~~contracts,~~ ~~transactions~~ ~~or~~	repealed
	~~arrangements (except the employment~~
	~~contracts between the Bank and its~~
	~~directors,~~ ~~supervisors,~~ ~~president~~ ~~and~~
	~~other~~ ~~senior~~ ~~management~~ ~~personnel)~~
	~~signed or planned by the Bank, such~~
	~~person~~ ~~shall~~ ~~notify~~ ~~the~~ ~~Board~~ ~~of~~
	~~Directors of the nature and degree of the~~
	~~interest as soon as possible, regardless of~~
	~~whether such matter, in general, shall be~~
	~~subject to approval of the Board of~~
	~~Directors.~~

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	New Article		Basis of Amendment
	~~A director shall abstain from voting on~~
	~~the resolutions in respect of the contracts~~
	~~or transactions in which he/she or any of~~
	~~his/her~~ ~~associates~~ ~~are~~ ~~materially~~
	~~interested or the arrangement for other~~
	~~proposals at the board meetings. A~~
	~~director shall not be counted in the~~
	~~quorum~~ ~~in~~ ~~determining~~ ~~whether~~ ~~a~~
	~~quorum is present. The “associates”~~
	~~above shall have the same meaning~~
	~~ascribed to it under the Hong Kong~~
	~~Listing Rules. Unless the interested~~
	~~directors, supervisors, president, vice~~
	~~presidents and other senior management~~
	~~personnel have informed the Board of~~
	~~Directors of the matter, and the Board of~~
	~~Directors has approved it at a meeting~~
	~~where such persons are not incorporated~~
	~~into~~ ~~the~~ ~~quorum~~ ~~and~~ ~~nor~~ ~~do~~ ~~they~~
	~~participate in the voting, the Bank shall~~
	~~have the right to cancel such contracts,~~
	~~transactions or arrangements, except that~~
	~~the counterparty is an innocent party who~~
	~~is unaware of the violation of their~~
	~~obligations~~ ~~by~~ ~~related~~ ~~directors,~~
	~~supervisors, president and other senior~~
	~~management personnel.~~
	~~When the related persons or associates of~~
	~~the director, supervisor, president, vice~~
	~~president and other senior management~~
	~~personnel of the Bank have an interest~~
	~~with a certain contract, transaction or~~
	~~arrangement, it shall be deemed that the~~
	~~director, supervisor, president and other~~
	~~senior management personnel have an~~
	~~interest as well.~~

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	Basis of Amendment	Basis of Amendment
127	(Original Article 282)	The original article was
		formulated	according to the
	~~Prior to the initial consideration of the~~	Mandatory	Provisions for
	~~president in respect of the signing of a~~	Articles of	Association of
	~~contract, execution of a transaction or~~	Companies	to be Listed
	~~decision~~ ~~on~~ ~~an~~ ~~arrangement,~~ ~~if~~ ~~the~~	Overseas which were now
	~~interested~~ ~~directors,~~ ~~supervisors,~~	repealed
	~~president and other senior management~~
	~~personnel of the Bank have notified the~~
	~~Board of Directors in writing form,~~
	~~declaring that because of the reasons~~
	~~specified in the notification, they have an~~
	~~interest with the contract, transaction or~~
	~~arrangement of the Bank in the future, it~~
	~~shall be deemed that they have made the~~
	~~disclosure as required in the previous~~
	~~article hereof, within the scope of the~~
	~~disclosure of the notification.~~
128	(Original Article 283)	The original article was
		formulated	according to the
	~~The Bank shall not pay taxes for its~~	Mandatory	Provisions for
	~~directors,~~ ~~supervisors,~~ ~~president~~ ~~and~~	Articles of	Association of
	~~other senior management personnel by~~	Companies	to be Listed
	~~any means.~~	Overseas which were now
		repealed
129	(Original Article 286)	The original article was
		formulated	according to the
	~~The guarantee mentioned in the previous~~	Mandatory	Provisions for
	~~article includes the activities whereby the~~	Articles of	Association of
	~~guarantor bears the responsibility or~~	Companies	to be Listed
	~~provides~~ ~~property~~ ~~to~~ ~~ensure~~ ~~the~~	Overseas which were now
	~~performance of the relevant obligations.~~	repealed

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	Basis	of Amendment	of Amendment	of Amendment	of Amendment	of Amendment
130	(Original Article 287)	The	original			article was
		formulated			according		to the
	~~If the directors, supervisors, president~~	Mandatory			Provisions for
	~~and other senior management personnel~~	Articles		of	Association of
	~~of the Bank violate their obligations~~	Companies			to	be	Listed
	~~towards the Bank, apart from the rights~~	Overseas which were now
	~~and remedial measures provided by laws~~	repealed
	~~and administrative regulations, the Bank~~
	~~shall have the right to take the following~~
	~~measures:~~
	~~(1)~~ ~~requiring~~ ~~relevant~~ ~~directors,~~
	~~supervisors, president and other senior~~
	~~management personnel to compensate~~
	~~the Bank for the loss resulted from their~~
	~~dereliction of duty;~~
	~~(2) cancelling any contract or transaction~~
	~~between the Bank and related directors,~~
	~~supervisors, president and other senior~~
	~~management personnel and that between~~
	~~the Bank and a third party (if the third~~
	~~party has known or should have known~~
	~~that the directors, supervisors, president~~
	~~and other senior management personnel~~
	~~had violated their obligations towards the~~
	~~Bank);~~
	~~(3)~~ ~~requiring~~ ~~related~~ ~~directors,~~
	~~supervisors, president and other senior~~
	~~management personnel to hand over the~~
	~~proceeds generated in violation of their~~
	~~obligations;~~
	~~(4)~~ ~~requiring~~ ~~related~~ ~~directors,~~
	~~supervisors, president and other senior~~
	~~management personnel to recover the~~
	~~funds that originally should be collected~~
	~~by the Bank, including but not limited to~~
	~~commissions;~~
	~~(5)~~ ~~requiring~~ ~~related~~ ~~directors,~~
	~~supervisors, president and other senior~~
	~~management personnel to return the~~
	~~interest~~ ~~generated~~ ~~by~~ ~~or~~ ~~possibly~~
	~~generated by the fund that originally~~
	~~should be turned over to the Bank.~~

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	Basis	of Amendment	of Amendment	of Amendment	of Amendment
131	(Original Article 288)	The	original		article was
		formulated		according		to the
	~~The Bank shall enter into a contract in~~	Mandatory		Provisions for
	~~writing with each of the directors or~~	Articles of		Association of
	~~supervisors~~ ~~wherein~~ ~~at~~ ~~least~~ ~~the~~	Companies		to	be	Listed
	~~following~~ ~~requirements~~ ~~shall~~ ~~be~~	Overseas which were now
	~~included:~~	repealed
	~~(1) directors, supervisors and senior~~
	~~management shall undertake to the Bank,~~
	~~to comply with the Company Law,~~
	~~Special~~ ~~Regulations,~~ ~~Articles~~ ~~of~~
	~~Association~~ ~~and~~ ~~other~~ ~~regulations~~
	~~stipulated by the Hong Kong Stock~~
	~~Exchange, and agree the Bank shall~~
	~~enjoy the remedial measures stated in the~~
	~~Special Regulations. Such contracts and~~
	~~their positions shall not be transferred;~~
	~~(2) directors, supervisors and senior~~
	~~management shall undertake to the Bank~~
	~~to~~ ~~comply~~ ~~and~~ ~~perform~~ ~~their~~
	~~responsibilities to the shareholders as~~
	~~stipulated herein; and~~
	~~(3) terms of arbitration as set out in~~
	~~Article~~ ~~342~~ ~~of~~ ~~the~~ ~~Articles~~ ~~of~~
	~~Association.~~

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	Basis	of Amendment	of Amendment	of Amendment	of Amendment
132	(Original Article 289)	The	original		article		was
		formulated		according		to the
	~~The Bank shall, with the prior approval~~	Mandatory		Provisions for
	~~of shareholders at a shareholders’ general~~	Articles of		Association of
	~~meeting, enter into a contract in writing~~	Companies		to	be	Listed
	~~with each of the directors or supervisors~~	Overseas which were					now
	~~wherein his emoluments are stipulated.~~	repealed
	~~The aforesaid emoluments include:~~
	~~(1) emoluments in respect of his/her~~
	~~service~~ ~~as~~ ~~a~~ ~~director,~~ ~~supervisor,~~
	~~president or senior executive officer of~~
	~~the Bank;~~
	~~(2)~~ ~~emoluments~~ ~~in~~ ~~respect~~ ~~of~~ ~~the~~
	~~provision of other services in connection~~
	~~with the management of the affairs of the~~
	~~Bank; and~~
	~~(3) compensation for loss of office, or as~~
	~~consideration for or in connection with~~
	~~his retirement from office.~~
	~~Except under a contract entered into in~~
	~~accordance~~ ~~with~~ ~~the~~ ~~foregoing,~~ ~~no~~
	~~proceedings may be brought by a director~~
	~~or supervisor against the Bank for his/her~~
	~~benefit in respect of the above matters.~~

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	Basis	of Amendment	of Amendment	of Amendment	of Amendment
133	(Original Article 290)	The	original		article was
		formulated		according		to the
	~~The compensation contracts between the~~	Mandatory		Provisions for
	~~Bank and its directors and supervisors~~	Articles of		Association of
	~~shall provide that when the Bank is~~	Companies		to	be	Listed
	~~acquired, with the prior approval of the~~	Overseas which were now
	~~shareholders’ general meeting, directors~~	repealed
	~~and supervisors of the Bank shall have~~
	~~the right to obtain the compensation or~~
	~~other amounts to which they are entitled~~
	~~due to loss of office or retirement. The~~
	~~acquisition hereunder shall mean any one~~
	~~of the following circumstances:~~
	~~(1)~~ ~~any~~ ~~person~~ ~~makes~~ ~~an~~ ~~offer~~ ~~of~~
	~~acquisition to all shareholders; or~~
	~~(2)~~ ~~any~~ ~~person~~ ~~makes~~ ~~an~~ ~~offer~~ ~~of~~
	~~acquisition~~ ~~with~~ ~~the~~ ~~aim~~ ~~to~~ ~~make~~
	~~the~~ ~~offeror~~ ~~become~~ ~~the~~ ~~controlling~~
	~~shareholder of the Bank.~~
	~~If relevant directors and supervisors~~
	~~violate the provisions of this article, any~~
	~~fund received by them shall be owned by~~
	~~the persons who accept the foregoing~~
	~~offer~~ ~~and~~ ~~sell~~ ~~their~~ ~~shares,~~ ~~and~~
	~~meanwhile the directors and supervisors~~
	~~shall bear the expenses incurred by~~
	~~allocation of the fund proportionally. The~~
	~~expenses shall not be subtracted from the~~
	~~fund.~~

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APPENDIX I ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

No.	Original Article	New Article	New Article							Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
134	(Original Article 295)	The Bank		shall	make the			financial		The	original	article was
		reports	available		at the			Bank	for	formulated according			to the
	The Bank shall make the financial	inspection by its			shareholders 20				days	Mandatory Provisions for
	reports available at the Bank for	prior to	the	convening of			the annual			Articles of Association of
	inspection by its shareholders 20 days	general	meeting		of	shareholders. All				Companies to		be	Listed
	prior to the convening of the annual	shareholders		of the	Bank shall			be entitled		Overseas which were now
	general meeting of shareholders. All	to obtain	the	financial reports				mentioned		repealed
	shareholders of the Bank shall be entitled	in this chapter.
	to obtain the financial reports mentioned
	in this chapter.
	~~The Bank shall send the following~~
	~~documents: (1) the report of directors~~
	~~together~~ ~~with~~ ~~the~~ ~~balance~~ ~~sheet~~
	~~(including all documents required to be~~
	~~attached to the balance sheet according~~
	~~to the relevant regulations) and the profit~~
	~~or loss statement, or (2) the financial~~
	~~results in compliance with relevant laws~~
	~~to each shareholder of overseas listed~~
	~~shares by hand or by pre-paid post at~~
	~~least 21 days prior to the convening of~~
	~~the~~ ~~annual~~ ~~general~~ ~~meeting~~ ~~of~~
	~~shareholders to the address appearing on~~
	~~the register of shareholders.~~
135	(Original Article 296)	The Bank		shall	maintain			no	other	According to Article			217 of
		accounts	books other than					a set of		the Company Law
	The Bank shall maintain no other	statutory	accounts		books. No funds of
	accounts books other than a set of	the Bank shall be				deposited into an
	statutory accounts books. No~~asset~~of the	account	under		the name			of	any
	Bank shall be deposited into an account	individual.
	under the name of any individual.

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article New Article	Basis	of Amendment	of Amendment	of Amendment	of Amendment
136	(Original Article 297)	The	original		article was
		formulated		according		to the
	~~The Bank shall prepare its annual and~~	Mandatory		Provisions for
	~~interim~~ ~~financial~~ ~~statements~~ ~~in~~	Articles of		Association of
	~~accordance with the Chinese accounting~~	Companies		to	be	Listed
	~~standards and regulations as well as the~~	Overseas which were now
	~~international accounting standards or the~~	repealed
	~~overseas accounting standards of the~~
	~~place where the Bank’s shares are listed.~~
	~~In case there are major discrepancies~~
	~~between~~ ~~the~~ ~~financial~~ ~~statements~~
	~~prepared in accordance with the two~~
	~~different accounting standards, it should~~
	~~be explained in the notes to the financial~~
	~~statements. When distributing the after-~~
	~~tax profit for the fiscal year, the Bank~~
	~~shall base on the lower of the after-tax~~
	~~profit as determined in the financial~~
	~~statements prepared according to (1)~~
	~~Chinese~~ ~~accounting~~ ~~standards~~ ~~and~~
	~~regulations,~~ ~~and~~ ~~(2)~~ ~~international~~
	~~accounting~~ ~~standards~~ ~~or~~ ~~overseas~~
	~~accounting standards of the place where~~
	~~the Bank’s shares are listed.~~

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article		New Article					Basis	of Amendment	of Amendment	of Amendment	of Amendment
137	(Original Article 299)		…					Amended			according		to
								Article 211			of the Company
	…		After contribution to		the statutory			Law
			reserve, the Bank may also			pay dividends
	After contribution	to the statutory	of preference shares upon		approval of the
	reserve, the Bank may	also pay dividends	meeting of shareholders.
	of preference shares upon approval of the
	~~general ~~meeting of shareholders.		After making up of	any losses and
			contribution to the statutory reserve, the
	After making up of any losses and		Bank may also distribute				its after tax
	contribution to the statutory reserve, the		profit to the discretionary			reserves upon
	Bank may also distribute its after tax		approval of the meeting	of			shareholders.
	profit to the discretionary reserves upon
	approval of the ~~general ~~meeting of		…
	shareholders.
			In case the meeting	of			shareholders
	…		approves to distribute any				profit to any
			shareholder before making				up the losses
	In case the ~~general~~ meeting of		and making contributions		to the statutory
	shareholders approves to distribute any		reserve as required by			the aforesaid
	profit to any shareholder before making		provision, shareholders			must return
	up the losses and making contributions to		profits so distributed		to		the Bank.
	the statutory reserve as required by the		Shareholders and				responsible
	aforesaid provision,	shareholders must	directors, supervisors				and senior
	return profits so distributed to the Bank.		management shall	be			liable to
			indemnify any losses of		the Bank.
	…
			…
138	(Original Article 301)							The	original			article	was
								formulated			according to the
	~~The capital reserve ~~	~~shall include the~~						Mandatory			Provisions		for
	~~following amounts:~~							Articles		of	Association of
								Companies			to	be Listed
	~~(1) the premium received from shares~~							Overseas which were now
	~~issuance in excess of ~~	~~the par value;~~						repealed
	~~(2) other incomes that shall be included~~
	~~into the capital reserve as required by the~~
	~~competent financial ~~	~~authorities of the~~
	~~State Council.~~
139	(Original Article 302)		The basic principle				of profit	Amended according to					the
			distribution of the Bank is as follows:					Regulatory			Guidelines		for
	Subject to the particular dividend							Listed Companies No.					3 –
	policies adopted for the preference		Subject to the particular dividend					Cash	Dividends of Listed
	shares, the Bank	may distribute	policies adopted for	the preference				Companies			(2023 Edition)
	dividends in the form	of ~~cash or stock.~~	shares, the Bank	may distribute
			dividends in the formof	cash, stock or a
			mix of cash and stock.		To the extent
			that the normal working				capital need
			is fulfilled, the Bank	shall distribute
			dividends primarily in	cash.

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	Original Article	Original Article	Original Article							New Article	Basis of Amendment	Basis of Amendment	Basis of Amendment
140	The	Bank	shall provide					reasonable			The policy of profit distribution of the	Amended according		to	the
	investment		returns			to	investors			by	Bank is as follows:	Guidelines for Articles			of
	distributing			profits		and		its	profit			Association	of	Listed
	distribution		policy shall be sustainable								The Bank shall provide reasonable	Companies	and		the
	and	stable.		The	Bank			shall	make		investment returns to investors by	Regulatory Guidelines			for
	dividends distribution in						profit-making				distributing profits and its profit	Listed Companies No.			3 –
	years.										distribution policy shall be sustainable	Cash Dividends of		Listed
											and stable. The Bank shall make	Companies (2023 Edition)
	In considering and					discussing			on	the	dividends distribution in profit-making
	~~dividend ~~policy, the Bank the opinions from the						shall consider independent				years. The objective of cash dividend policy is to achieve relatively stable
	directors, external supervisors and public										dividend payment rate. If the audit
	investors.										report of the Bank in the most recent
											year is a non-unqualified opinion or an
											unqualified opinion with a paragraph
											on material uncertainty related to
											going concern, or in case of other
											circumstances specified by the laws,
											regulations, or the regulatory
											authorities of the listing place of the
											Bank, profit distribution may not be
											made.
											In considering and discussing on the
											profit distribution policy, the Bank
											shall consider the opinions from the
											independent directors, external
											supervisors and public investors. The
											Board of Directors of the Bank shall,
											based on factors including the
											operating condition, capital plan and
											sustainability needs of the Bank, and
											in combination with the opinions of
											shareholders, independent directors
											and the Supervisory Board, carefully
											study and demonstrate the timing,
											conditions and minimum proportion
											regarding the cash dividends of the
											Bank, the conditions for adjustment
											and its decision-making procedures,
											and formulate a profit distribution
											plan based on considerations of
											continuous, stable and scientific
											returns to all shareholders.

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article		New Article	Basis of Amendment
			If the independent directors believe
			that the specific cash dividend plan
			may damage the interests of the Bank
			or minority shareholders, they shall
			have the right to express their
			independent opinions. If the Board of
			Directors does not adopt or does not
			fully adopt the opinions of the
			independent directors, it shall record
			and disclose the opinions of the
			independent directors and the specific
			reasons for not adopting such opinions
			in the resolution of the Board of
			Directors.
	The Bank shall fully listen to the		The Bank shall actively communicate
	opinions and requests	of the minority	and exchange with shareholders
	shareholders on the dividend policy		(especially minority shareholders)
	before the consideration and approval at		through multiple channels, fully listen
	the ~~general ~~meeting. ~~To the extent that~~		to the opinions and requests of the
	~~the normal working capital requirement~~		minority shareholders on the dividend
	~~is fulfilled, the Bank shall distribute~~ ~~dividends primarily in cash.~~		policy, and promptly respond to the questions of concern of minority shareholders before the consideration
			and approval at the shareholders’
			meeting.
141			The decision-making procedure of	Amended according to the
			profit distribution of the Bank is as	Regulatory Guidelines for
			follows:	Listed Companies No. 3 –
				Cash Dividends of Listed
			The profit distribution plan of the	Companies (2023 Edition)
			Bank shall be drafted by the president
			and submitted to the Board of
			Directors and the Supervisory Board
			of the Bank for consideration. The
			Board of Directors shall fully discuss
			the rationality of the profit
			distribution plan and submit it to the
			shareholders’ meeting for
			consideration and approval after
			forming a resolution. When
			considering the profit distribution
			plan, the Bank shall provide
			shareholders with online voting if
			permitted by the applicable laws,
			administrative regulations and listing
			rules of the listing place.

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article		New Article	Basis of Amendment	Basis of Amendment
142	The profit distribution to	ordinary	The profit distribution to ordinary	Amended according to the
	shareholders in the form	of cash	shareholders in the form of cash	Regulatory Guidelines for
	dividends by the Bank each year shall not		dividends by the Bank each year shall not	Listed	Companies No. 3 –
	be less than 10% of the distributable		be less than 10% of the distributable	Cash Dividends of Listed
	profit of the Bank attributable to ordinary		profit of the Bank attributable to ordinary	Companies (2023 Edition)
	shareholders during the year.	The Bank	shareholders during the year. The Bank
	may distribute interim cash dividends.		may distribute interim cash dividends.
			The upper limit of interim dividends
	Distribution of scrip dividends	in form of	for the following year as considered by
	stock shall be approved by ~~general~~ meeting of shareholders and subject to		the annual general meeting shall not exceed the net profit attributable to
	approval by the banking	regulatory	ordinary shareholders during the
	authority of the State Council.		corresponding period. The Board of
			Directors may formulate a specific
	If the Bank generated profits in the		interim dividend plan in accordance
	previous accounting year but	the Board	with the resolution of the
	of Directors did not make any cash profit		shareholders’ meeting under the
	distribution proposal after the	end of the	conditions for profit distribution.
	previous accounting year, the reasons
	thereof and the application	of funds	If the operating conditions of the Bank
	retained by the Bank not available for		are good and the Board of Directors
	distribution shall be explained in details		believes that the stock price of the
	in its periodic reports	and the	Bank is not in line with the Bank’s
	Independent Directors shall	give an	capital scale and the distribution of
	independent opinion in such regard.		scrip dividends is beneficial to the
	Online voting shall be made	available,	overall interests of all shareholders of
	when such proposal is voted on a~~general~~ meeting.		the Bank, it may propose a scrip dividend distribution plan subject to
			the above-mentioned cash dividend
	The Bank shall disclose its		conditions. Distribution of scrip
	implementation of the cash	dividend	dividends in form of stock shall be
	policy and other relevant matters in its		approved by meeting of shareholders and
	periodic reports in accordance with the		subject to approval by the banking
	applicable requirements.		regulatory authority of the State Council.
			If the Bank generated profits in the
			previous accounting year but the Board
			of Directors did not make any cash profit
			distribution proposal after the end of the
			previous accounting year, the reasons
			thereof and the application of funds
			retained by the Bank not available for
			distribution shall be explained in details
			in its periodic reports and the
			Independent Directors shall give an
			independent opinion in such regard.
			Online voting shall be made available,
			when such proposal is voted on a
			shareholders’ meeting.
			The Bank shall disclose its
			implementation of the cash dividend
			policy and other relevant matters in its
			periodic reports in accordance with the
			applicable requirements.

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	New Article	Basis of Amendment
143	In the event that adjustments are required	The adjustment policy of profit	Amended according to the
	to be made to the Bank’s profit	distribution of the Bank is as follows:	Regulatory Guidelines for
	distribution policy due to the needs of		Listed Companies No. 3 –
	operation and long term development of	In the event that adjustments are required	Cash Dividends of Listed
	the Bank, the adjusted profit distribution	to be made to the Bank’s profit	Companies (2023 Edition)
	policy shall comply with the relevant	distribution policy due to the needs of
	requirements of the regulatory	operation and long term development of
	authorities of the places where the shares	the Bank, the adjusted profit distribution
	of the Bank are listed. Any resolution	policy shall comply with the relevant
	regarding adjustments to the profit	requirements of the regulatory
	distribution policy shall be subject to the	authorities of the places where the shares
	prior review of the Independent Directors	of the Bank are listed. Any resolution
	and the Supervisory Board and the	regarding adjustments to the profit
	comprehensive review of the opinions of	distribution policy shall be subject to the
	minority shareholders and, after	prior review of the Independent Directors
	consideration by the Board, be proposed	and the Supervisory Board and the
	to the ~~general ~~meeting of the Bank for	comprehensive review of the opinions of
	approval by the Shareholders. Any	minority shareholders and, after
	resolution regarding the adjustments to	consideration by the Board, be proposed
	the Bank’s cash dividend policy shall be	to theshareholders’ meeting of the Bank
	approved by more than two-thirds of the	for approval by the Shareholders. Any
	votes of the Shareholders attending the	resolution regarding the adjustments to
	~~general ~~meeting of the Bank. Online	the Bank’s cash dividend policy shall be
	voting shall be made available, when	approved by more than two-thirds of the
	such proposal is voted on a ~~general~~	votes of the Shareholders attending the
	meeting. The voting results of the	shareholders’ meeting of the Bank.
	minority investors shall be disclosed	Online voting shall be made available,
	separately.	when such proposal is voted on a
		shareholders’ meeting. The voting
		results of the minority investors shall be
		disclosed separately.

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APPENDIX I ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

No.	Original Article	New Article Basis of	New Article Basis of	Amendment	Amendment	Amendment
144	Cash dividends and other distributions	Cash dividends and other distributions 1. Amended according to
	payable to shareholders of the Bank’s	payable to shareholders of the Bank’s Article		11	of	the	Trial
	domestic shares shall be made in RMB.	domestic shares shall be made in RMB. Measures				for	the
	Cash dividends and other distributions	Cash dividends and other distributions Administration				of Overseas
	payable to H share holders shall be	payable to H share holders shall be Securities			Issuance		and
	denominated and declared in RMB and	denominated and declared in RMB and Listing			by	Domestic
	paid in HK dollars. Payment in foreign	paid in HK dollars or RMB. Payment in Enterprises;
	currencies required for the cash	foreign currencies required for the cash
	dividends and other distributions payable	dividends and other distributions payable 2. Amended according to
	to shareholders of overseas-listed foreign	to shareholders of overseas-listed foreign the Regulatory				Guidelines
	shares shall be obtained according to the	shares shall be obtained according to the for Listed Companies					No. 3
	applicable PRC foreign exchange control	applicable PRC foreign exchange control – Cash	Dividends of Listed
	regulations.	regulations. Companies			(2023 Edition)
		The distribution of ordinary share
		dividends (or scrip dividends) must be
		completed within two months after the
		shareholders’ meeting of the Bank
		makes a resolution on the profit
		distribution plan, or after the Board of
		Directors of the Bank formulates a
		specific plan based on the conditions
		and upper limit of interim dividends
		for the following year as considered
		and approved by the shareholders’
		meeting.
145	(Original Article 304)	When formulating a prudent profit Improved and consolidated
		distribution plan, the Bank shall take into into the		original Article
	When formulating a prudent profit	account its operating conditions, risk 302, etc.
	distribution plan, the Bank shall take into	profile, capital planning, market
	account its operating conditions, risk	environment and other factors, and
	profile, capital planning, market	balance the relationship between cash
	environment and other factors, and	dividends and capital replenishment.
	balance the relationship between cash
	dividends and capital replenishment.
	~~After the resolution on profit distribution~~
	~~has been passed at the shareholders’~~
	~~general meeting of the Bank, the Board~~
	~~of~~ ~~the~~ ~~Bank~~ ~~shall~~ ~~complete~~ ~~the~~
	~~distribution of dividends of ordinary~~
	~~shares (or shares) within 2 months after~~
	~~the shareholders’ general meeting.~~
	~~All capital paid up before calls shall be~~
	~~entitled to interests. However, shares~~
	~~paid-up before calls shall not be entitled~~
	~~to dividends subsequently declared.~~

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	New Article		Basis	of Amendment	of Amendment	of Amendment	of Amendment	of Amendment
146	(Original Article 305)	The Bank may forfeit	unclaimed	The	original			article was
		dividends under the pre-condition of		formulated			according		to the
	~~The Bank shall appoint a receiving agent~~	abiding with relevant	laws,	Mandatory			Provisions for
	~~for holders of overseas-listed foreign~~	administrative regulations and rules of		Articles		of	Association of
	~~shares. The receiving agent shall receive~~	China and relevant requirement of Hong		Companies			to	be	Listed
	~~the~~ ~~dividends~~ ~~distributed~~ ~~and~~ ~~other~~	Kong Stock Exchange. This right shall		Overseas which were now
	~~amounts payable to the shareholders in~~	only be exercised after the expiration of		repealed
	~~respect of overseas-listed foreign shares~~	applicable limitation period.
	~~and arrange for the distribution of the~~
	~~same to the relevant shareholders.~~	Any share capital paid before the call
		for payment shall be entitled to
	~~The receiving agent appointed by the~~ ~~Bank~~ ~~shall~~ ~~meet~~ ~~the~~ ~~relevant~~	interest, but the shareholder shall not be entitled to receive any dividends
	~~requirements of the laws of the place~~ ~~where the Bank’s shares are listed or the~~	declared thereafter on the share capital.	pre-paid
	~~applicable requirements of the relevant~~
	~~stock exchange.~~	The Bank shall have the	right to
		terminate sending dividend warrant to
	~~The receiving agent appointed by the~~	the relevant shareholders of	overseas-
	~~Bank for holders of H shares listed in~~	listed foreign shares by mail. But the
	~~Hong~~ ~~Kong~~ ~~shall~~ ~~be~~ ~~a~~ ~~company~~	Bank shall exercise such right	only after
	~~registered as a trust company under the~~	dividend warrants failed to be	redeemed
	~~Trust Ordinance of Hong Kong.~~	for two consecutive times. The	Bank may
		exercise the right, if a dividend warrant
	The Bank may forfeit unclaimed	fails to reach the recipient in the first
	dividends under the pre-condition	mailing and is returned.
	of abiding with relevant laws,
	administrative regulations and rules of	The Bank shall have the right	to sell the
	China and relevant requirement of Hong	shares held by holders of overseas-listed
	Kong Stock Exchange. This right shall	foreign shares with whom the Bank could
	only be exercised after the expiration of	not contact in a way deemed appropriate
	applicable limitation period.	by the Board of Directors, provided the
		following conditions are met:
	The Bank shall have the right to
	terminate sending dividend warrant to	(1) the Bank has distributed dividends to
	the relevant shareholders of overseas-	the shares at least 3 times within 12 years
	listed foreign shares by mail. But the	but remained unclaimed;
	Bank shall exercise such right only after
	dividend warrants failed to be redeemed
	for two consecutive times. The Bank may
	exercise the right, if a dividend warrant
	fails to reach the recipient in the first
	mailing and is returned.
	The Bank shall have the right to sell the
	shares held by holders of overseas-listed
	foreign shares with whom the Bank could
	not contact in a way deemed appropriate
	by the Board of Directors, provided the
	following conditions are met:
	(1) the Bank has distributed dividends to
	the shares at least 3 times within 12 years
	but remained unclaimed;

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APPENDIX I ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

No.	Original Article	New Article	Basis	of Amendment	of Amendment	of Amendment	of Amendment
	(2) the Bank publishes announcements in	(2) the Bank publishes announcements in
	one or more newspapers of the place in	one or more newspapers of the place in
	which the shares of the Bank are listed	which the shares of the Bank are listed
	after the expiration of the 12-year period,	after the expiration of the 12-year period,
	stating its intention to sell the shares, and	stating its intention to sell the shares, and
	informs the securities regulatory	informs the securities regulatory
	authority of the place in which the shares	authority of the place in which the shares
	of the Bank are listed, and the relevant	of the Bank are listed, and the relevant
	announcements have been published in	announcements have been published in
	newspapers, which is in compliance with	newspapers, which is in compliance with
	the applicable rules.	the applicable rules.
147	(Original Article 306)	The Bank shall adopt an internal audit	Amended			according			to
		system and establish an independent	Article 13 of			the Guidelines
	The Bank shall adopt an internal audit	internal audit department, and has	for	Internal			Audit		of
	system and has qualified audit personnel	qualified audit personnel who shall	Commercial			Banks by			the
	who shall conduct internal audit and	conduct internal audit and supervision	former CBRC
	supervision over the financial income	over the financial income and
	and expenditure and economic activities	expenditure and economic activities of
	of the Bank.	the Bank.
148	(Original Article 307)	Internal audit basic system of the Bank	Amended			according			to
		and duties of audit personnel shall be	Article 12 of			the Guidelines
	Internal audit system of the Bank and	approved by the Board of Directors.	for	Internal			Audit		of
	duties of audit personnel shall be	Chief Audit Officer or main person-in-	Commercial			Banks by			the
	approved by the Board of Directors.	charge of the internal audit	former		CBRC		and		the
	Chief Audit Officer shall be accountable	department shall be accountable to the	actual	situation of the				Bank
	to the Board and report his or her work to	Board and report his or her work to the
	the Board and the audit committee	Board and the audit committee
	thereunder on a regular basis.	thereunder on a regular basis.
149	(Original Article 309)	The selection and engagement of an	Descriptions				improved
		accounting firm is subject to approval by	according to				the	actual
	The engagement of an accounting firm is	the shareholders’ meeting upon	situation of the				Bank
	subject to approval by the shareholders’	agreement by the Board of Directors.
	~~general ~~meeting. ~~The Board of Directors~~
	~~shall not appoint any accounting firm~~	The engagement term of the accounting
	~~before a relevant resolution is adopted by~~	firm shall begin from the date of the
	~~the shareholders’ general meeting.~~	closing of the current annual general
		meeting of shareholders and end on the
	The engagement term of the accounting	date of the closing of the next general
	firm shall begin from the date of the	meeting of shareholders.
	closing of the current annual general
	meeting of shareholders and end on the	The remuneration of the accounting
	date of the closing of the next general	firm or the method of determining the
	meeting of shareholders.	remuneration shall be decided by the
		shareholders’ meeting.

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
150	(Original Article 310)	The original			article		was
		formulated		according		to the
	~~The accounting firm engaged by the~~	Mandatory		Provisions			for
	~~Bank shall have the following rights:~~	Articles	of	Association of
		Companies		to	be	Listed
	~~(1)~~ ~~accessing~~ ~~financial~~ ~~statements,~~	Overseas which were					now
	~~records and vouchers of the Bank at any~~	repealed
	~~moment and requiring the directors, the~~
	~~president or other senior management to~~
	~~provide~~ ~~relevant~~ ~~information~~ ~~and~~
	~~explanations;~~
	~~(2) requiring the Bank to adopt all~~
	~~reasonable measures to obtain materials~~
	~~and statements that are required for the~~
	~~performance of duties of the accounting~~
	~~firm;~~
	~~(3)~~ ~~attending~~ ~~shareholders’~~ ~~general~~
	~~meetings,~~ ~~receiving~~ ~~notice~~ ~~of~~ ~~the~~
	~~shareholders’ general meeting or other~~
	~~information~~ ~~in~~ ~~relation~~ ~~to~~ ~~the~~
	~~shareholders’ general meeting of which~~
	~~all shareholders are entitled to receive~~
	~~and giving speeches at the meeting with~~
	~~regard to matters involving its duties as~~
	~~an accounting firm engaged by the Bank.~~
151	(Original Article 311)	The original			article		was
		formulated		according		to the
	~~If a vacancy occurs on the post of the~~	Mandatory		Provisions			for
	~~accounting firm, the Board of Directors~~	Articles	of	Association of
	~~may,~~ ~~before~~ ~~the~~ ~~convening~~ ~~of~~ ~~a~~	Companies		to	be	Listed
	~~shareholders’ general meeting, engage an~~	Overseas which were					now
	~~accounting firm to fill such vacancy.~~	repealed
	~~During the period of vacancy, if the Bank~~
	~~has another incumbent accounting firm,~~
	~~such accounting firm may still exercise~~
	~~its functions.~~
152	(Original Article 312)	The original			article		was
		formulated		according		to the
	~~The shareholders’ general meeting may~~	Mandatory		Provisions			for
	~~decide to dismiss an accounting firm by~~	Articles	of	Association of
	~~adopting an ordinary resolution before~~	Companies		to	be	Listed
	~~the expiration of the term of office of the~~	Overseas which were					now
	~~accounting firm, regardless of the terms~~	repealed
	~~and conditions of the contract between~~
	~~the~~ ~~accounting~~ ~~firm~~ ~~and~~ ~~the~~ ~~Bank,~~
	~~provided that the right of claim entitled~~
	~~to the relevant accounting firm against~~
	~~the Bank due to its dismissal shall not be~~
	~~prejudiced.~~

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

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No. Original Article New Article Basis of Amendment
153 (Original Article 313) Improved and consolidated
into Article 266
The remuneration of the accounting firm
or the method of determining the
remuneration shall be decided by the
shareholders’ general meeting. The
remuneration of the accounting firm
engaged by the Board of Directors shall
be decided by the Board of Directors.
154 (Original Article 314) The decision on renewing, dismissing or 1. The original article was
not renewing the engagement of an formulated according to the
The decision on engaging , dismissing or accounting firm shall be made by the Mandatory Provisions for
not renewing the engagement of an shareholders’ meeting upon agreement Articles of Association of
accounting firm shall be made by the by the Board of Directors. Companies to be Listed
shareholders’ general meeting , and Overseas which were now
reported to the securities regulatory If the shareholders’ meeting plans to repealed
authority of the State Council for record. renew the engagement of an incumbent
accounting firm or dismiss the 2. Amended according to
If the shareholders’ general meeting accounting firm before the expiration of the Measures for the
plans to appoint a non-incumbent its term of office, the following Administration of the
accounting firm to fill up any vacancy of provisions shall be satisfied: Selection and Appointment
the post of the accounting firm, or renew of Accounting Firms by
the engagement of an accounting firm (1) the resolutions of engagement or State-owned Enterprises
engaged by the Board of Directors to fill dismissal shall be sent to the accounting and Listed Companies
up the vacancy, or dismiss an accounting firm to be renewed or dismissed or that
firm before the expiration of its term of has been dismissed during the relevant
office by passing resolutions , the fiscal year before the dispatch of the
following provisions shall be satisfied: notice of the shareholders’ meeting.
(1) the resolutions of engagement or
dismissal shall be sent to the accounting
firm to be engaged or dismissed or that
has terminated employment during the
relevant fiscal year before the dispatch of
the notice of the shareholders’ general
meeting. Termination of employment
includes dismissal, resignation and
retirement after the expiration of the term
of office.
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APPENDIX I

No.	No.	Original Article	New Article	Basis of Amendment	Basis of Amendment
		(2) if the retiring accounting firm makes	(2) if the retiring accounting firm makes
		a statement in writing and requests the	a statement in writing and requests the
		Bank to inform the shareholders of its	Bank to inform the shareholders of its
		statement,~~unless the written statement is~~	statement, the Bank shall take the
		~~received after expiry of the specific~~	following measures:
		~~deadline,~~ the Bank shall take the
		following measures:	(i) making a statement in the notice of
			shareholders’ meeting for the fact that
		(i) making a statement in the notice of	the retiring accounting firm has made a
		~~resolutions ~~for the fact that the retiring	statement;
		accounting firm has made a statement;
			(ii) sending the duplicate copy of the
		(ii) sending the duplicate copy of the	statement in the form of an attachment to
		statement in the form of an attachment to	the notice to shareholders by ways
		the notice to shareholders by ways	stipulated by the Articles of Association.
		stipulated by the Articles of Association.
			(3) if the Bank fails to send the statement
		(3) if the Bank fails to send the statement	of relevant accounting firm to
		of relevant accounting firm to	shareholders according to paragraph (2)
		shareholders according to paragraph (2)	above, the accounting firm may request
		above, the accounting firm may request	the statement to be read at the
		the statement to be read at the	shareholders’ meeting and make further
		shareholders’ ~~general ~~meeting and make	claims.
		further claims.
			(4) a retiring accounting firm shall be
		(4) a retiring accounting firm shall be	entitled to attend the following meetings:
		entitled to attend the following meetings:
			(i) shareholders’ meeting at which its
		(i) shareholders’ ~~general~~ meeting at	term of office shall expire;
		which its term of office shall expire;
			(ii) shareholders’ meeting at which the
		(ii) shareholders’ ~~general ~~meeting at	vacancy due to its dismissal is to be filled
		which the vacancy due to its dismissal is	up.
		to be filled up;
			…
		~~(iii)~~ ~~shareholders’~~ ~~general~~ ~~meeting~~
		~~convened due to its resignation.~~
		…

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APPENDIX I

No. Original Article New Article Basis of Amendment 155 (Original Article 315) If the Bank decides to dismiss or not to 1. The original article was renew the engagement of an accounting formulated according to the If the Bank decides to dismiss or not to firm, notice shall be given to the Mandatory Provisions for renew the engagement of an accounting accounting firm 20 days before Articles of Association of firm, ~~advance~~ notice shall be given to the convening the shareholders’ meeting . Companies to be Listed accounting firm. The accounting firm The accounting firm shall be entitled to Overseas which were now shall be entitled to state its opinions to state its opinions to the shareholders’ repealed the shareholders’ ~~general~~ meeting. If the meeting. If the accounting firm offers to accounting firm offers to resign, it shall resign, it shall make a statement to the 2. Amended according to make a statement to the shareholders’ shareholders’ general meeting as to the actual situation of the general meeting as to whether the Bank whether the Bank is involved in any Bank is involved in any inappropriate inappropriate circumstance. circumstance.

The accounting firm may resign from its The accounting firm may resign from its duties by delivering its written duties by delivering its written resignation notice to the legal address of resignation notice to the legal address of the Bank. The resignation notice shall the Bank. The resignation notice shall take effect on the date of delivery to the take effect on the date of delivery to the Bank’s legal address or such later date Bank’s legal address or such later date indicated in the notice. The notice shall indicated in the notice. The notice shall include the following statements: include the following statements:

…

The Bank shall send copies of the The Bank shall send copies of the aforesaid written notice to relevant aforesaid written notice to relevant competent authorities within 14 days competent authorities within 14 days from the date of receipt. If the notice from the date of receipt. If the notice carries the statements mentioned in (2) of carries the statements mentioned in ~~the 2~~ the preceding paragraph , the Bank ~~paragraphs above~~ , the Bank shall shall maintain a duplicate copy of the maintain a duplicate copy of the statements in the Bank for the inspection statements in the Bank for the inspection of shareholders. of shareholders.

…

If the resignation notice of an accounting If the resignation notice of an accounting firm carries any statement about firm carries any statement about circumstances that should be paid circumstances that should be paid attention to, the accounting firm may ask attention to, the accounting firm may ask the Board of Directors to convene an the Board of Directors to convene an extraordinary shareholders’ meeting for extraordinary shareholders’ ~~general~~ explanation on relevant circumstances of meeting for explanation on relevant its resignation. circumstances of its resignation.

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APPENDIX I

No.	Original Article	New Article Basis of Amendment	New Article Basis of Amendment
156	(Original Article 317)	… Amended	according	to
		Article 220	of the Company
	…	The merger and division of the Bank Law
		shall be in compliance with the Company
	The merger and division of the Bank	Law and the Commercial Bank Law.
	shall be in compliance with the Company
	Law and the Commercial Bank Law.	In the case of a merger of the Bank, a
		merger agreement shall be signed in
	In the case of a merger of the Bank, a	respect of the merger by each of the
	merger agreement shall be signed in	merging parties and prepare a balance
	respect of the merger by each of the	sheet and a detailed inventory of assets.
	merging parties and prepare a balance	The Bank shall inform its creditors of the
	sheet and a detailed inventory of assets.	intended merger within 10 days
	The Bank shall inform its creditors of the	following the date on which the merger
	intended merger within 10 days	resolution is adopted, and make
	following the date on which the merger	announcements in newspapers identified
	resolution is adopted, and make	by securities exchange where the Bank’s
	announcements in newspapers identified	shares are listed or the National
	by securities exchange where the Bank’s	Enterprise Credit Information
	shares are listed within 30 days. The	Publicity System within 30 days. The
	creditors shall have the right to claim full	creditors shall have the right to claim full
	repayment of their debts or provision of a	repayment of their debts or provision of a
	corresponding guarantee from the Bank	corresponding guarantee from the Bank
	within 30 days from the date of receipt of	within 30 days from the date of receipt of
	the notice or within 45 days from the date	the notice or within 45 days from the date
	of the first public announcement for	of the first public announcement for
	those who have not received the notice.	those who have not received the notice.
	…	…
157	(Original Article 318)	… Amended	according	to
		Article 222	of the Company
	…	In the case of a division of the Bank, the Law
		Bank shall prepare a balance sheet and a
	In the case of a division of the Bank, the	detailed inventory of assets. The Bank
	Bank shall prepare a balance sheet and a	shall inform its creditors of the intended
	detailed inventory of assets. The Bank	division within 10 days following the
	shall inform its creditors of the intended	date on which the division resolution is
	division within 10 days following the	adopted, and make announcements in
	date on which the division resolution is	newspapers identified by securities
	adopted, and make announcements in	exchange where the Bank’s shares are
	newspapers identified by securities	listedor the National Enterprise Credit
	exchange where the Bank’s shares are	Information Publicity System within 30
	listed within 30 days.	days.
	…	…

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ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

No.	Original Article		New Article				Basis of Amendment	Basis of Amendment
158	(Original Article 321)		The Bank shall	be dissolved		and	Amended	according	to
			liquidated according	to laws under any of			Article 229	of the Company
	The Bank shall be dissolved and		the following circumstances:				Law
	liquidated according to laws under any of
	the following circumstances:		(1) other reasons	for dissolution		as
			prescribed by	the Articles		of
	(1) if the shareholders’ ~~general ~~meeting resolves to dissolve the Bank;		Association;
			(2) if the shareholders’ meeting resolves
	(2) dissolution is necessary for the		to dissolve the Bank;
	merger or division of the Bank;
			(3) dissolution is	necessary for		the
	~~(3) the Bank is unable to pay off its due~~		merger or division of the Bank;
	~~debts and is therefore declared bankrupt~~
	~~according to laws;~~		(4) the Bank is revoked of its business
			license, ordered to	be closed down or
	(4) the Bank is revoked of its business		deregistered according to the laws;
	license, ordered to be closed down	or
	deregistered ~~due to its violation of any~~		(5) the Bank encounters grave difficulties
	~~laws or regulations~~;		in its operation	and management,
			continued existence	shall cause material
	(5) the Bank encounters grave difficulties		harm to shareholders’ interest, and			the
	in its operation and management,		problems could not	be solved	through
	continued existence shall cause material		other means. In	such case,		the
	harm to shareholders’ interest, and the		shareholders who hold more than		10% of
	problems could not be solved through		the voting rights of	the Bank (including
	other means. In such case, the		ordinary shareholders and holders			of
	shareholders who hold more than 10% of		preference shares with restored		voting
	the ~~total ~~voting rights of the Bank		rights) may make	a petition	to	the
	(including ordinary shareholders and		people’s court for the dissolution of			the
	holders of preference shares with		Bank.
	restored voting rights) may make	a
	petition to the people’s court for the
	dissolution of the Bank.

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APPENDIX I

No.	Original Article	New Article	Basis of Amendment	Basis of Amendment
159	(Original Article 322)	In the case of dissolution of the Bank	Amended	according	to
		under the circumstances set out in item	Articles 230, 232 and		233
	In the case of dissolution of the Bank	(1) and (2) of Article 271, and if no	of the Company Law
	under the circumstances set out in item	property has been distributed to the
	(1) and ~~(5) of the preceding Article, a~~ ~~liquidation committee shall be formed~~ ~~within 15 days. The members of the~~ ~~liquidation~~ ~~committee~~ ~~shall~~ ~~be~~ ~~determined by the shareholders’ general~~	shareholders, the Bank may continue to exist by amending the Articles of Association or by resolution of the shareholders’ meeting.
	~~meeting by ordinary resolutions.~~	Any amendment to the Articles of Association in accordance with the
	In the case of dissolution of the Bank	provisions of the preceding paragraph
	under the circumstance set out in item (2)	or any resolution of the shareholders’
	of~~the preceding~~Article, liquidation~~shall~~ ~~be carried out by the merging and~~ ~~dividing parties according to agreements~~ ~~executed upon the merger or division.~~	meeting shall be subject to approval by more than two-thirds of the voting rights held by shareholders attending the shareholders’ meeting.
	~~In the case of dissolution of the Bank~~	In the case of dissolution of the Bank
	~~under the circumstance set out in item (3)~~	under the circumstances set out in item
	~~of the preceding Article, ~~the people’s court ~~shall, according to relevant legal~~ ~~provisions,~~ ~~organize~~ ~~shareholders,~~ ~~relevant departments and professionals~~ to form a liquidation committee to carry	(1), (2), (4) and (5) of Article 271, a liquidation committee shall be formed within 15 days from the date when the reasons for dissolution occur to carry out liquidation. The liquidation
	out liquidation.	committee shall comprise directors or
		personnel determined by the
	In the case of dissolution of the Bank	shareholder’s meeting. If a liquidation
	under the circumstance set out in item (4)	committee is not established within the
	of ~~the preceding ~~Article, ~~the relevant~~ ~~competent~~ authority ~~shall~~ ~~organize~~ ~~shareholders, relevant departments and~~ ~~professionals~~ to form a liquidation committee to carry out liquidation.	prescribed time limit or liquidation is not carried out after the liquidation committee is established, the interested parties may apply to the people’s court to designate relevant personnel to form
		a liquidation committee to carry out
		liquidation.
		In the case of dissolution of the Bank
		under the circumstance set out in item (4)
		of Article 271, the department or
		company registration authority
		responsible for the decision to revoke
		business license, order to close down or
		deregister may apply to the people’s
		court to designate relevant personnel
		to form a liquidation committee to carry
		out liquidation.

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APPENDIX I

No.	Original Article	New Article	Basis of Amendment	Basis of Amendment	Basis of Amendment
160	(Original Article 324)	The liquidation committee shall inform	Amended		according	to
		its creditors within 10 days following its	Article	235	of the Company
	The liquidation committee shall inform	establishment, and make announcements	Law
	its creditors within 10 days following its	in newspapers identified by securities
	establishment, and make ~~at least three~~	exchange where the Bank’s shares are
	announcements in newspapers identified	listedor the National Enterprise Credit
	by securities exchange where the Bank’s	Information Publicity System within 60
	shares are listed within 60 days. The	days. The creditors shall declare their
	creditors shall declare their claims to the	claims to the liquidation committee
	liquidation committee within 30 days	within 30 days from the date of receipt of
	from the date of receipt of the notice or	the notice or within 45 days from the date
	within 45 days from the date of the first	of the first public announcement for
	public announcement for those who have	those who have not received the notice.
	not received the notice. The liquidation	When the creditors declare their
	committee shall register the claims. The	claims, they shall explain the relevant
	liquidation committee shall not settle any	claim matters and provide supporting
	debt with the creditors during the period	materials. The liquidation committee
	of claim declaration.	shall register the claims. The liquidation
		committee shall not settle any debt with
		the creditors during the period of claim
		declaration.
161	(Original Article 325)		Consolidated and combined
			with the		original Article
	~~The creditors shall declare their claims to~~		324
	~~the liquidation committee within the~~
	~~period specified in laws, administrative~~
	~~regulations~~ ~~or~~ ~~other~~ ~~regulatory~~
	~~documents. The creditors shall explain~~
	~~matters~~ ~~related~~ ~~to~~ ~~their~~ ~~claims~~ ~~and~~
	~~provide~~ ~~supporting~~ ~~materials~~ ~~when~~
	~~declaring their claims. The liquidation~~
	~~committee shall register their claims.~~
162	(Original Article 327)	After the liquidation committee has	Amended		according	to
		sorted the Bank’s assets and prepared a	Article	236	of the Company
	After the liquidation committee has	balance sheet and a detailed inventory of	Law
	sorted the Bank’s assets and prepared a	assets, it shall prepare a liquidation plan
	balance sheet and a detailed inventory of	and submit it to the shareholders’
	assets, it shall prepare a liquidation plan	meeting or relevant competent authority
	and submit it to the shareholders’~~general~~	for confirmation.
	meeting or relevant competent authority
	for confirmation.	…
	…

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APPENDIX I

No.	Original Article	New Article				Basis	of Amendment	of Amendment	of Amendment	of Amendment	of Amendment
163	(Original Article 328)	If the liquidation committee of the Bank,				Amended			according			to
		having sorted the	Bank’s	asset	and	Article 237			of the Company
	If the liquidation committee of the Bank,	prepared a balance	sheet and a detailed			Law
	having sorted the Bank’s asset and	inventory of assets,	discovers that there
	prepared a balance sheet and a detailed	are insufficient assets in the Bank to pay
	inventory of assets, discovers that there	off its debts, the committee shall apply to
	are insufficient assets in the Bank to pay	the people’s court	for bankruptcy		and
	off its debts, the committee shall apply to	liquidation of the	Bank according to
	the people’s court for ~~declaration of~~	laws.
	bankruptcy of the Bank according to
	laws.	Upon the acceptance of		bankruptcy
		application by the	people’s	court, the
	~~Upon the declaration of ~~bankruptcy ~~of~~ ~~the~~ ~~Bank,~~ ~~the~~ ~~Bank~~ ~~shall~~ ~~execute~~	liquidation committee shall transfer the liquidation matters to the
	bankruptcy ~~and liquidation according to~~ ~~relevant laws regarding bankruptcy of~~ ~~enterprises~~.	bankruptcy administrator designated by the people’s court.
164	(Original Article 342)					The	original			article		was
						formulated			according		to the
	~~The Bank shall follow the following~~					Mandatory			Provisions			for
	~~dispute settlement rules:~~					Articles		of	Association of
						Companies			to	be	Listed
	~~(1)~~ ~~When~~ ~~any~~ ~~dispute~~ ~~or~~ ~~claim~~					Overseas which were now
	~~concerning the Bank’s business on the~~					repealed
	~~basis~~ ~~of~~ ~~the~~ ~~rights~~ ~~and~~ ~~obligations~~
	~~provided in the Articles of Association of~~
	~~the Bank or in the Company Law or other~~
	~~relevant~~ ~~laws~~ ~~or~~ ~~administrative~~
	~~regulations arises between a holder of~~
	~~overseas listed foreign shares and the~~
	~~Bank, between a holder of overseas listed~~
	~~foreign~~ ~~shares~~ ~~and~~ ~~a~~ ~~director,~~ ~~a~~
	~~supervisor or senior management of the~~
	~~Bank or between a holder of overseas~~
	~~listed foreign shares and a holder of~~
	~~domestic shares, the parties involved~~
	~~shall submit such dispute or claim for~~
	~~arbitration.~~
	~~When a dispute or claim aforesaid is~~
	~~submitted for arbitration, such dispute or~~
	~~claim shall be in its entirety, and all~~
	~~persons~~ ~~(being~~ ~~the~~ ~~Bank~~ ~~or~~ ~~the~~
	~~shareholder,~~ ~~director,~~ ~~supervisor,~~
	~~president or other senior management of~~
	~~the Bank) that have a cause of action due~~
	~~to the same facts or whose participation~~
	~~is necessary for the settlement of such~~
	~~dispute~~ ~~or~~ ~~claim~~ ~~shall~~ ~~abide~~ ~~by~~
	~~arbitration.~~

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APPENDIX I

No.	Original Article	New Article				Basis of Amendment	Basis of Amendment	Basis of Amendment
	~~(2) A dispute or claim submitted for~~
	~~arbitration may be arbitrated, at the~~
	~~option of the arbitration applicant, by~~
	~~either the China International Economic~~
	~~and Trade Arbitration Commission in~~
	~~accordance with its arbitration rules or~~
	~~the Hong Kong International Arbitration~~
	~~Centre in accordance with its securities~~
	~~arbitration rules. After the arbitration~~
	~~applicant submits the dispute or claim for~~
	~~arbitration,~~ ~~the~~ ~~arbitration~~ ~~shall~~ ~~be~~
	~~carried out in the arbitration institution~~
	~~selected by the applicant.~~
	~~If the arbitration applicant opts for~~
	~~arbitration~~ ~~by~~ ~~the~~ ~~Hong~~ ~~Kong~~
	~~International Arbitration Centre, either~~
	~~party may request arbitration to be~~
	~~conducted in Shenzhen in accordance~~
	~~with the securities arbitration rules of the~~
	~~Hong~~ ~~Kong~~ ~~International Arbitration~~
	~~Centre.~~
	~~(3) Unless otherwise provided by laws or~~
	~~administrative regulations, laws of the~~
	~~PRC shall apply to the settlement by~~
	~~means of arbitration of disputes or claims~~
	~~referred to in Item (1).~~
	~~(4)~~ ~~The~~ ~~award~~ ~~of~~ ~~the~~ ~~arbitration~~
	~~institution shall be final and binding~~
	~~upon each party.~~
165	(Original Article 343)	Definitions:				Amended		according	to
						Article	265	of the Company
	Definitions:	(1) A de facto controller		means	any	Law
		person who,	although not a	shareholder
	(1) A de facto controller means any	of a company, can actually control			the
	person who, although not a shareholder	acts of a	company by	means	of
	of a company, can actual control the acts	investment,	agreement	or other
	a company by means of investment,	arrangement.
	agreement or other arrangement.
		(2) A controlling shareholder means a
	…	shareholder	whose shares	account	for
		more than	50% of the	total share
		capital of the Bank; or a shareholder
		whose shareholding ratio		is less than
		50% but whose voting rights based on
		the shares held are sufficient to have a
		significant impact on the resolutions of
		the shareholders’ meeting.
		…

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APPENDIX II

THE RULES OF PROCEDURE FOR THE SHAREHOLDERS’ MEETING OF CHINA MINSHENG BANKING CORP., LTD. (AMENDED)

Chapter 1 General Provisions

Article 1 To ensure the exercise of power by the shareholders’ meeting in accordance with the laws and standardize the procedures of the shareholders’ meeting, these Rules are hereby formulated by China Minsheng Banking Corp., Ltd. (the “Bank”) in accordance with the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Commercial Banking Law of the People’s Republic of China, the Guidelines for Articles of Association of Listed Companies (2023 Edition), the Rules for Shareholders’ Meeting of Listed Companies (2022 Edition), the Code of Corporate Governance of Banking and Insurance Institutions, and other relevant laws, regulations, rules, normative documents, the securities regulatory laws in the place where the shares of the Bank are listed, and the Articles of Association of China Minsheng Banking Corp., Ltd. (the “Articles of Association”), after considering the actual situation of the Bank.

Article 2 These Rules shall apply to annual shareholders’ meetings and extraordinary shareholders’ meetings and are binding on the Bank, all shareholders and their proxies, the directors, supervisors and senior management of the Bank, and other relevant personnel present at the shareholders’ meetings as non-voting delegates.

Article 3 The Bank shall hold shareholders’ meetings in accordance with the provisions of laws, regulations, rules, normative documents, securities regulatory laws in the place where the shares of the Bank are listed, the Articles of Association and these Rules to ensure the exercise of rights by shareholders in accordance with the laws.

The Board of Directors of the Bank shall earnestly perform its duties and organize shareholders’ meetings conscientiously and on time. All directors of the Bank shall ensure that shareholders’ meetings are held normally and exercise the powers in accordance with the laws.

Article 4 Shareholders holding the shares of the Bank shall have the right to attend or authorize proxies to attend the shareholders’ meeting in accordance with the provisions of laws, regulations, rules, normative documents, securities regulatory laws in the place where the shares of the Bank are listed, the Articles of Association and these Rules, and enjoy various shareholder rights such as the right to know, the right to speak, the right to question and the right to vote.

Shareholders and their proxies attending the shareholders’ meeting shall abide by the relevant laws, regulations, rules, normative documents, securities regulatory laws in the place where the shares of the Bank are listed, the Articles of Association and these Rules, consciously maintain the order of the meeting, and shall not infringe upon the legitimate rights and interests of other shareholders.

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APPENDIX II

Chapter 2 General Rules of Shareholders’ Meeting

Article 5 The shareholders’ meeting shall exercise its powers within the scope prescribed by the Company Law and the Articles of Association.

Article 6 The shareholders’ meeting may authorize the Board of Directors by passing a resolution. Matters that shall be decided by the shareholders’ meeting as stipulated by the laws, administrative regulations, departmental rules, relevant provisions of the securities regulatory authority of the place of listing and the Articles of Association must be considered by the shareholders’ meeting to protect the decision-making power of the shareholders of the Bank on such matters. Where necessary, reasonable and legal, the shareholders’ meeting may authorize the Board of Directors to decide on specific matters related to the matters resolved that cannot or do not need to be decided immediately at the shareholders’ meeting. The content of the authorization shall be clear and specific.

Article 7 Shareholders’ meetings are divided into: annual shareholders’ meetings and extraordinary shareholders’ meetings. The annual shareholders’ meetings shall be convened once a year within six months after the end of each fiscal year. The extraordinary shareholders’ meetings are held irregularly. When there are circumstances requiring the convening of an extraordinary shareholders’ meeting as stipulated in the Company Law and the Articles of Association, the extraordinary shareholders’ meeting shall be convened within two months.

Article 8 If the Bank is unable to convene a shareholders’ meeting within the period specified in Article 7 above, it shall report the same to the local agent of CSRC where the Bank is located, the stock exchange where the shares of the Bank are listed (the “stock exchange”) and the banking regulatory authority under the State Council, explain the reasons and make an announcement.

Article 9 When the Bank convenes a shareholders’ meeting, it shall engage a lawyer to issue legal opinions on the following issues and make an announcement:

(1) whether the convening and holding procedures of the meeting comply with the provisions of laws, administrative regulations and the Articles of Association;
(2) whether the qualifications of the attendees and the convener are legal and valid;
(3) whether the voting procedures and voting results of the meeting are legal and valid;
(4) legal opinions on other relevant issues issued at the request of the Bank.

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APPENDIX II

Chapter 3 Convening of Shareholders’ Meeting

Article 10 The Board of Directors shall convene the shareholders’ meeting on time within the time limit specified in Article 7 herein.

Article 11 The independent directors shall have the right to propose to the Board of Directors to convene an extraordinary shareholders’ meeting. The Board of Directors shall, in accordance with laws, administrative regulations and the Articles of Association, make a written response on whether or not it agrees to convene such meeting within ten days upon receipt of such proposal.

Article 12 The Supervisory Board shall have the right to propose to the Board of Directors in writing to convene an extraordinary shareholders’ meeting. The Board of Directors shall make a written response on whether or not it agrees to convene such meeting within ten days upon receipt of such proposal in accordance with laws, administrative regulations and the Articles of Association.

If the Board of Directors refuses or fails to response within ten days upon receipt of such proposal, the Board of Directors shall be deemed to be unable or have failed to perform the duties of convening the shareholders’ meeting, and the Supervisory Board may convene and preside over the shareholders’ meeting.

Article 13 Shareholders may request to convene an extraordinary shareholders’ meeting or a class shareholders’ meeting by the following procedures:

(1) Shareholders individually or jointly representing 10% or more of total voting shares of the Bank shall have the right to request the Board of Directors to convene an extraordinary shareholders’ meeting in written. The Board of Directors shall make a written response on whether or not it agrees to convene such meeting within ten days upon receipt of such request in accordance with laws, administrative regulations and the Articles of Association.

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APPENDIX II

If the Board of Directors agrees, a notice of convening such shareholders’ meeting or class meeting shall be issued within five days after passing the resolution of the Board of Directors. Consent of the relevant shareholders must be sought if the resolution contained in the notice is different from the original one.

(2) If the Board of Directors refuses or fails to response within ten days upon receipt of such request, the shareholders individually or jointly representing 10% or more shares with voting rights in the proposed meeting shall have the right to propose to the Supervisory Board to convene such extraordinary shareholders’ meeting or class meeting in writing.

If the Supervisory Board agrees thereto, a notice of convening such shareholders’ meeting or class meeting shall be issued within five days upon receipt of such proposal. Consent of the relevant shareholders must be sought if the resolution contained in the notice is different from the original one.

If the Supervisory Board fails to give the notice of such shareholders’ meeting or class meeting within the specified period, it shall be deemed to have failed to convene and preside over the meeting and shareholders individually or jointly representing more than 10% of the Bank’s shares with voting rights in the proposed meeting for more than 90 consecutive days shall have the right to convene and preside over the meeting.

Article 14 More than half and no less than two external supervisors may request the Board of Directors to convene an extraordinary shareholders’ meeting.

Article 15 If the Supervisory Board or the shareholders propose(s) to convene the shareholders’ meeting on its or their own, the Board of Directors shall be informed in writing and the relevant documents shall be filed with the stock exchange. The total voting shares represented by the shareholders convening such meeting shall not be less than 10% prior to the announcement of the resolution of the shareholders’ meeting.

The Supervisory Board or the shareholders convening such meeting shall submit relevant supporting documents to the stock exchange when issuing the notice of shareholders’ meeting and the resolution announcement.

Article 16 The Board of Directors and the secretary to the Board of Directors shall provide assistance as necessary for the shareholders’ meeting convened by the Supervisory Board or shareholders. The Board of Directors shall provide the register of shareholders as at the record date of the shares. If the Board of Directors fails to provide the register of shareholders, the convener may apply to the securities registration and clearing authority for it by presenting the relevant announcement of the notice of convening the shareholders’ meeting. The register of shareholders obtained by the convener shall not be used for any purpose other than convening the shareholders’ meeting.

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Article 17 Necessary costs of meeting convened by the Supervisory Board or the shareholders shall be borne by the Bank.

Chapter 4 Proposal and Notice of Shareholders’ Meeting

Article 18 The content of the proposal shall be within the scope of duties and powers of the shareholders’ meeting and shall have a clear item in the agenda and specific matters to be resolved as well as being in compliance with the laws, administrative regulations and applicable provisions of the Articles of Association.

Article 19 The Board of Directors, the Supervisory Board, as well as shareholders individually or jointly holding not less than 1% of the total voting shares shall be entitled to propose their resolutions to the shareholders’ meeting of the Bank.

Shareholders individually or jointly holding not less than 1% of the total voting shares of the Bank may submit an interim proposal to the meeting convener in writing ten days prior to the date of the shareholders’ meeting or before the deadline for issuing a supplementary notice of shareholders’ meeting as prescribed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”) (whichever is earlier). Convener of the shareholders’ meeting shall issue supplemental notice of the meeting setting out the content of such interim proposal within two days after the receipt of such proposal and in accordance with the Hong Kong Listing Rules.

The shareholders’ meeting shall not vote on and adopt resolutions on proposals that have not been specified in the notice of shareholders’ meeting or are not in compliance with Article 18 herein.

Article 20 When the Bank is to convene an annual shareholders’ meeting, a written notice shall be issued 20 days prior to the meeting. When the Bank is to convene an extraordinary shareholders’ meeting, a written notice shall be issued 15 days before the meeting is convened.

Article 21 A notice of the shareholders’ meeting must be in written form and shall contain the following particulars:

(1) the time, venue and duration of the meeting;
(2) the matters to be considered at the meeting and the proposals;

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(3) a prominent statement stating that an ordinary shareholder (including holders of preference shares with restored voting rights) entitled to attend and vote in the meeting is entitled to appoint one or more proxies to attend and vote on his or her behalf and such proxy need not be a shareholder of the Bank;
(4) the record date on which the shareholders are eligible to attend the meeting. The interval between the record date and the meeting date shall not exceed seven working days. Once the record date is confirmed, it shall not be changed;
(5) the name and phone number of the contact person of the meeting;
(6) time and procedures of voting through internet or other ways;
(7) full and complete disclosure of the specific content of all proposals, as well as all information and explanations required for shareholders to make reasonable judgments on the matters to be discussed. If the matters to be discussed require the independent directors to express their opinions, the opinions and reasons of the independent directors shall be disclosed at the same time when the notice or supplementary notice of the shareholders’ meeting is issued;
(8) other requirements stipulated by the laws, regulations and the Articles of Association.

Article 22 Where the elections of directors and supervisors are to be discussed at the shareholders’ meeting, the notice of the shareholders’ meeting or the accompanying circular to shareholders shall fully disclose the details of the proposed directors and supervisors including at least the following particulars:

(1) personal particulars such as education background, working experience and any part-time positions;
(2) whether there is any connected relationship with the Bank or the controlling shareholders and actual controller of the Bank;
(3) their shareholding in the Bank;
(4) whether there have been any penalties or punishments imposed by the CSRC and other related departments or the stock exchange;
(5) other contents required by the Hong Kong Listing Rules.

Except for adopting the cumulative voting system to elect directors and supervisors, each director and supervisor candidate shall be proposed as a single proposal.

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Article 23 Notice of a shareholders’ meeting shall be issued in the form of an announcement. For the shareholders of foreign shares listed overseas (whether or not entitled to vote at the meeting), such notice may be dispatched by delivery or prepaid mail to their addresses as shown in the register of shareholders.

Article 24 The banking regulatory authority may send personnel to attend the shareholders’ meeting of the Bank as non-voting delegates. The Bank shall notify the banking regulatory authority at least three working days in advance of the convening of the shareholders’ meeting. If the above time requirement cannot be met due to special circumstances, the Bank shall promptly notify the banking regulatory authority and explain the reasons.

Article 25 The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

Article 26 Once the notice of shareholders’ meeting is issued, the meeting shall not be postponed or cancelled, the venue shall not be changed, and proposals contained in the notice shall not be withdrawn without proper reasons. In the event of postponement, cancellation or change, the convener shall make announcement to state the reasons at least two working days prior to the original date of meeting.

Chapter 5 Convening of Shareholders’ Meeting

Article 27 The location of the on-site shareholders’ meeting of the Bank shall be the city where the Bank is domiciled.

The shareholders’ meeting shall be held in a venue and in the form of an on-site meeting. The Bank shall also provide online voting to facilitate shareholders’ participation in the shareholders’ meeting. Shareholders who participate in the shareholders’ meeting through the above methods shall be deemed to be present.

Article 28 If the shareholders’ meeting of the Bank is held online or by other means, the voting time and voting procedures for online or other means shall be clearly stated in the notice of shareholders’ meeting.

The start time of voting for the shareholders’ meeting online or by other means shall not be earlier than 3:00 p.m. on the day before the on-site shareholders’ meeting is held, and shall not be later than 9:30 a.m. on the day of the on-site shareholders’ meeting. Its end time shall not be earlier than 3:00 p.m. on the day when the on-site shareholders’ meeting ends.

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Article 29 The Board of Directors of the Bank or other conveners shall take necessary measures to maintain the order of shareholders’ meeting. Behaviors of disrupting the legitimate interests of shareholders shall be stopped and reported to relevant departments for investigation promptly.

Article 30 All ordinary shareholders (including holders of preference shares with restored voting rights) or their proxies registered on the record date shall have the right to attend the shareholders’ meeting and exercise their voting rights in accordance with the relevant laws, regulations and the Articles of Association. The Bank and the convener shall not refuse for any reason.

Shareholders may attend the shareholders’ meeting in person or entrust a proxy or proxies to attend and vote on their behalf.

Article 31 Any shareholder entitled to attend and vote at a shareholders’ meeting of the Bank shall be entitled to appoint one or more other persons (whether a shareholder or not) as his or her proxy to attend and vote on his or her behalf, and a proxy so appointed shall:

(1) have the same right as the shareholder to speak at the shareholders’ meeting;
(2) have authority to demand a poll or join in such a demand;
(3) have the right to vote by hand or on a poll, except that the proxy of a shareholder who has appointed more than one proxy may only vote on a poll.

If the shareholder is an authorized clearing house as defined in the Hong Kong Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) or its agent, such shareholder is entitled to appoint one or more persons as his or her proxy to attend and vote at any shareholders’ meeting or as his or her representative at any class meeting. If more than one person is appointed as proxy, the proxy forms shall state clearly the number of shares and the class of shares represented by each of the proxies. The proxy appointed may represent the authorized clearing house or its agent to exercise its rights as if such person is an individual shareholder of the Bank.

Article 32 The instrument appointing a proxy shall be in writing signed by the appointer or his or her attorney duly authorized in writing. If the appointer is a legal entity, it shall either be executed under seal or be signed by its director or an attorney duly authorized.

If the form of proxy is signed by someone authorized by the appointer, the power of attorney for authorized signature or other authorization document shall be notarized.

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Article 33 Individual shareholders shall present their identity cards or other valid documents or proof, or the share certificates which can prove their identities when attending the meeting in person. For persons attending the meeting by proxy, the proxies shall present their own valid identity documents, the proxy forms issued by the shareholders in written and the relevant share certificates.

Corporate shareholders shall attend the meeting by legal representatives or their proxies. Legal representatives attending the meeting shall present their own identity cards, valid proofs showing their qualification as the legal representatives and the relevant share certificates. Proxies attending the meeting shall present their own identity cards, instrument of proxy issued by the legal representatives of the corporate shareholders in written in accordance with laws and the relevant share certificates.

Article 34 Proxy form used by shareholders to appoint others to attend the shareholders’ meeting shall contain the following contents:

(1) name of the proxy;
(2) whether or not having the right to vote;
(3) instruction of voting for or against or abstain from each of the matters to be discussed on the agenda of the shareholders’ meeting;
(4) date of issuance and term of validity of the proxy form;
(5) signatures or seals of the appointers. If the appointers are domestic corporate shareholders, seals of the corporate shall be affixed.

Article 35 Any format of blank proxy form issued by the Board of Directors of the Bank to the shareholders for the appointment of proxies shall provide the shareholders with free choice to instruct their proxies to cast an affirmative or negative vote, and to give separate instructions on each proposal to be voted at the meeting. The proxy form shall state that the proxy may vote at his or her discretion if the appointer does not give any instruction.

Article 36 The attendance records of the meeting shall be prepared by the Bank. The records shall include the names (or company names) of participants, the ID card numbers, resident addresses, numbers of voting shares held or represented, class of shares and names (or company names) of appointers.

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Article 37 The convener and the lawyer appointed by the Bank shall verify the legitimacy of shareholders’ qualification in accordance with the register of shareholders provided by the securities registration and clearing authority and shall register the names (or company names) of shareholders as well as the number of voting shares held by them. Before the chairman of the meeting declares the number of shareholders and proxies as well as the total number of voting shares held by them, the registration for meeting shall be terminated.

Article 38 All directors, supervisors and the secretary to the Board of Directors shall attend the shareholders’ meeting, and presidents as well as other senior executives of the Bank shall be present as non-voting delegates.

Article 39 The shareholders’ meetings shall be presided over by the Chairman of the Board of Directors, or the vice chairman of the Board if the Chairman is unable or fails to perform his or her duties (in case the Bank has two or more vice chairpersons, the one jointly elected by more than half of the directors shall be the chairman of the meeting), or the director elected by over half of the directors if the vice chairman of the Board of Directors is unable or fails to perform his or her duties.

Shareholders’ meetings convened by the shareholders shall be presided over by a representative proposed by the convener.

In a shareholders’ meeting, where the chairman violates these Rules resulting in the failure of continuing the meeting, a chairman may be elected by more than half of the attending shareholders with voting rights so as to carry on with the shareholders’ meeting.

Article 40 At the annual shareholders’ meeting, the Board of Directors and Supervisory Board shall report their works in the previous year to the shareholders. Each independent director shall also submit his or her working report.

Article 41 The directors, supervisors and senior executives shall answer enquiries from shareholders and explain at the shareholders’ meeting.

Article 42 Chairman of the meeting shall announce the number of shareholders and proxies attending the meeting as well as the total number of voting shares represented by them, which shall be subject to the numbers stated in the attendance record of the meeting register, prior to voting.

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Article 43 The convener shall ensure that the shareholders’ meeting is held continuously until final resolutions are reached. In the event that the shareholders’ meeting is adjourned or resolutions fail to be reached due to force majeure or other special reasons, necessary measures shall be adopted to resume the meeting as soon as possible or the meeting shall be concluded immediately, and an announcement shall be promptly published accordingly. The convener shall also report the same to the local agent of CSRC and the stock exchange of the place where the Bank is located.

Chapter 6 Voting and Resolution of Shareholders’ Meeting

Article 44 Ordinary shareholders and/or their proxies are entitled to the voting right in proportion to their voting shares at the shareholders’ meeting and shall have one vote for each share held. Holders of preference shares with restored voting rights are entitled to voting right based on the principal amount of each preference share held in accordance with the relevant issuing terms. As for class voting, each preference share (excluding preference shares with restored voting rights) is entitled to one vote. Ordinary shares and preference shares held by the Bank do not carry any voting rights and shall not be counted into the total voting shares of different classes held by the shareholders present at the shareholders’ meeting.

Voting from minority investors shall be counted separately at the shareholders’ meeting when approving material matters which may affect the interests of the minority investors. The voting result shall be disclosed to the public timely.

The Board of Directors, independent directors and shareholders of the Bank holding more than 1% of the voting shares or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the securities regulatory authority under the State Council may solicit from other shareholders their voting rights at the shareholders’ meeting. For the solicitation of voting rights, sufficient information of specific voting intentions shall be provided to the relevant shareholders. It is prohibited to solicit voting rights from shareholders in a paid or disguised paid manner. Except for statutory conditions, the Bank shall not impose any restriction relating to the minimum shareholdings for the solicitation of voting rights.

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Article 45 If a substantial shareholder is overdue in his or her loan credit from the Bank, he or she shall not exercise his or her voting rights at the shareholders’ meeting, and the number of shares held shall not be included in the total number of shares with voting rights held by shareholders attending the shareholders’ meeting.

Article 46 When the number of shares pledged by a shareholder reaches or exceeds 50% of the shares held by him or her in the Bank, he or she shall not exercise voting rights at the shareholders’ meeting, and the number of shares held shall not be included in the total number of shares with voting rights held by shareholders attending the shareholders’ meeting.

Article 47 Resolutions of shareholders’ meeting shall be divided into ordinary resolutions and special resolutions. The specific scope of matters shall be determined in accordance with the Articles of Association.

To adopt an ordinary resolution at a shareholders’ meeting, votes representing more than one half of the voting rights represented by the shareholders who have voting rights (including shareholders’ proxies) present at the meeting must be exercised in favor of the resolution.

To adopt a special resolution at a shareholders’ meeting, votes representing two-thirds or more of the voting rights represented by the shareholders who have voting rights (including shareholders’ proxies) present at the meeting must be exercised in favor of the resolution.

The authorization of the Board of Directors by the shareholders’ meeting shall be passed by more than half of the voting rights held by shareholders (including proxies) attending the shareholders’ meeting if the matters authorized are ordinary resolutions. If they are special resolutions, the authorization shall be passed by more than two-thirds of the voting rights held by shareholders (including proxies) attending the meeting.

Article 48 If the Bank repurchases ordinary shares, publicly issues preference shares, or repurchases ordinary shares from specific shareholders of the Bank by non-public issuance of preference shares for the purpose of reducing registered capital, the resolution of the shareholders’ meeting on the repurchase of ordinary shares shall be passed by more than two-thirds of the voting rights held by ordinary shareholders (including holders of preference shares with restored voting rights) attending the meeting.

The Bank shall announce the resolution on the repurchase of ordinary shares on the day after the resolution is made at the shareholders’ meeting.

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Article 49 When related party transactions are being considered at the shareholders’ meeting, all shareholders who are interested in such transactions (including ordinary shareholders and holders of preference shares) shall abstain from voting and shall not exercise any voting rights on behalf of other shareholders, and the voting shares held by them shall not be counted as valid voting shares. Announcement of the resolutions of the shareholders’ meeting shall sufficiently disclose the votes cast for such non-related shareholders.

The connected shareholders may abstain from voting. Otherwise, any other shareholders or proxies attending the shareholders’ meeting may also request them to abstain from voting.

Article 50 When voting on the election of directors and supervisors at the shareholders’ meeting, the cumulative voting system may be implemented in accordance with the Articles of Association and the provisions of the Rules Governing the Implementation of the Cumulative Voting System of China Minsheng Banking Corp., Ltd. or the resolution of the shareholders’ meeting.

Article 51 Except for cumulative polling, each of the proposals of the shareholders’ meeting shall be voted in sequence, and different proposals concerning the same matter shall be voted in order when the proposals are submitted. Except in the event of force majeure or other special reasons resulting in the termination of the shareholders’ meeting or the failure of reaching the resolutions, any proposals proposed at the shareholders’ meeting shall not be set aside or reserved for voting.

When considering and approving the matters regarding the issuance of preference shares at the shareholders’ meeting, the following matters shall be considered and approved separately:

(1) the type and number of preference shares issued;
(2) the method and placees of the issuance and arrangement of placing to existing shareholders;
(3) nominal value, offer price or pricing range and the basis of pricing;
(4) ways for holders of preference shares participating in profit distribution, including dividend rate and its basis, conditions for distribution of dividends, payment method of dividends, any accumulation of dividends and the right to participate in the distribution of remaining profits;
(5) terms of repurchase, including the conditions, periods and price of repurchase and the basis of determination and the body to exercise the rights (if any);
(6) use of proceeds;

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(7) conditional share subscription contract entered into between the Company and subscribers (if any);
(8) effective period of the resolution;
(9) proposed amendments to the Articles of Association regarding the relevant terms of profit distribution policy for holders of preference shares and ordinary shareholders, distribution of remaining assets, restoration of voting rights of preference shares, etc;
(10) authorization to the Board to deal with the matters relating to the issuance;
(11) other matters.

Article 52 Proposals submitted to the shareholders’ meeting for consideration shall not be amended at the meeting. Otherwise, the amended proposal shall be deemed as a new one and shall not be voted at such meeting.

Article 53 The same right of voting shall only be exercised either by voting on site, voting online or other means. The first voting result shall prevail for any multiple voting of the same voting right.

Article 54 Any vote of shareholders at a shareholders’ meeting must be taken by ballot, except where the chairman of the meeting decides in good faith to allow a vote by show of hands on a resolution purely on a procedural or administrative matter.

Article 55 Before a proposal is submitted for voting at a shareholders’ meeting, two shareholders shall be nominated as representatives to participate in vote counting as well as to act as scrutineer. If a shareholder has any related party relationship in any matter to be considered, such shareholder and his or her proxy shall neither participate in vote counting nor act as scrutineer.

Shareholders and their proxies who cast their votes via internet or other ways are entitled to check the voting results through the corresponding voting systems.

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Article 56 The on-site shareholders’ meeting shall not end earlier than online or other methods. Chairman of the meeting shall announce the vote and the result of each resolution, and based on the result of the vote, announce whether a resolution is passed.

Prior to the formal public announcement of the voting results, the Bank, the tally clerk, scrutineer, substantial shareholders and internet service providers who involve in the voting on site, via internet or through other channels at the shareholders’ meeting are liable to keep confidential about the voting results.

Article 57 Shareholders attending the shareholders’ meeting shall give their opinions to every proposal submitted at the meeting as any one of the following: “For”, “Against” or “Abstain”.

The exception is declaration by securities registration and clearing institutions, acting as the nominal holders of the shares of the trading interconnection mechanism between the mainland and Hong Kong stock markets, according to the actual intention.

Any vote that is not filled, incorrectly filled or with unrecognizable writing or votes not cast shall be deemed as having waived the voting rights and the corresponding poll shall be counted as “abstain”.

Article 58 If the chairman of the meeting has any doubt as to the voting result of any proposal being submitted, he or she may organize to have the votes counted. If the chairman does not count the votes, any shareholder who is present in person or by proxy and who disputes the result announced by the chairman may demand to have the votes counted immediately after the announcement of results, and the chairman shall organize to have the votes counted immediately.

Chapter 7 Special Procedures for the Voting of Class Shareholders

Article 59 Shareholders holding different classes of shares are referred to as class shareholders. Class shareholders shall enjoy rights and assume obligations in accordance with the relevant laws, administrative regulations and the Articles of Association.

Article 60 If the Bank proposes to change or abrogate the rights of class shareholders, it may do so only after such change or abrogation has been approved by a special resolution of the meeting of shareholders and by separate meeting of shareholders convened by the affected class shareholders in accordance with Article 62 to Article 66.

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Article 61 In the following circumstances, the rights of a certain class of shareholders shall be deemed to be changed or abrogated:

(1) an increase or decrease in the number of shares of such class or an increase or decrease in the number of shares of a class having voting rights, distribution rights or other privileges equal or superior to those of the shares of such class;
(2) conversion of all or part of the shares of such class into shares of another class or conversion of all or part of the shares of another class into shares of such class or the grant of the right of such conversion;
(3) cancellation or limitation of the rights to accrued dividends or rights to cumulative dividends attached to shares of such class;
(4) limitation or cancellation of a dividend preference or a liquidation preference attached to shares of such class;
(5) the addition, cancellation or limitation of conversion privileges, options, voting rights, transfer or preemptive rights attached to shares of such class, or rights to obtain securities of the Bank;
(6) cancellation or limitation of rights to receive payment payable by the Bank in particular currencies attached to shares of such class;
(7) creation of a new class of shares with voting rights, distribution rights or other privileges equal or superior to those of the shares of such class;
(8) the restrictions of the transfer or ownership of the shares of such class or any addition to such restriction;
(9) the issuance of rights to subscribe for, or conversion into shares in the Bank of such class or another class;
(10) the increase of the rights and privileges of the shares of another class;
(11) the capital restructuring of the Bank where the proposed restructuring will result in different classes of shareholders bearing different degrees of responsibility;
(12) amendment or cancellation of the provisions of this Chapter.

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APPENDIX II

Article 62 Class shareholders affected, whether or not originally entitled to vote at the shareholders’ meetings, shall be entitled to vote at class meetings in respect of matters concerning Article 61 (2) to (8) and (11) to (12), with the exception of the interested shareholders.

Article 63 Resolution of a class shareholders’ meeting shall be adopted by votes representing two-thirds or more of the voting rights of shareholders of that class represented at the class shareholders’ meeting according to Article 62.

Article 64 The period of written notice of a class shareholders’ meeting shall be the same as the period of written notice of a shareholders’ meeting to be convened simultaneously. The written notice shall inform all shareholders in the share register of that class of the matters to be considered as well as the time and place of the meeting.

Article 65 The notice of class shareholders’ meeting shall only be served on shareholders who are entitled to vote at the meeting.

The procedure for conducting meeting of shareholders contained in the Articles of Association shall, mutatis mutandis, apply to class shareholders’ meeting.

Article 66 In addition to other classes shareholders, holders of domestic shares and overseas-listed foreign-invested shares shall be deemed as shareholders of different classes.

The special procedures for approval by a class of shares shall not apply in the following circumstances:

(1) where the Bank issues, upon the approval by a special resolution of its shareholders in a shareholders’ meeting, either separately or concurrently once every 12 months, not more than 20% of each of its existing issued domestic shares and/or overseas-listed foreign-invested shares;
(2) where the Bank’s plan to issue domestic shares and overseas-listed foreign-invested shares at the time of its establishment is carried out within 15 months from the date of approval of the securities regulatory authority of the State Council.

Chapter 8 Special Rules for the Participation in Shareholders’ Meeting by Holders of Preference Shares

Article 67 Except for matters that require voting by holders of preference shares as stipulated by the laws, regulations or the Articles of Association, holders of preference shares shall not have the right to request, convene, preside over, attend or appoint proxies to attend the shareholders’ meetings, and shall not have the right to vote.

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However, if any of the following situations occurs, the Bank shall notify holders of preference shares when convening a shareholders’ meeting and follow the procedures for notifying ordinary shareholders prescribed herein. Holders of preference shares shall have the right to attend the shareholders’ meeting and vote separately with ordinary shareholders on the following matters. Each preference share held shall have one vote, but the preference shares held by the Bank shall have no voting rights:

(1) amendments of the content related to preference shares in the Articles of Association;
(2) reduction of the registered capital of the Bank by more than 10% at one time or cumulatively;
(3) merger, division, dissolution or change of company form;
(4) issuance of preference shares;
(5) other circumstances stipulated by the laws, regulations or the Articles of Association.

In addition to being approved by more than two-thirds of the votes held by ordinary shareholders (including holders of preference shares with restored voting rights, including proxies) attending the meeting, resolutions on the above matters must also be approved by more than two-thirds of the votes held by holders of preference shares (excluding holders of preference shares with restored voting rights, including proxies) attending the meeting.

Chapter 9 Post-meeting Matters of Shareholders’ Meeting

Article 68 The Bank shall promptly announce the voting results of the shareholders’ meeting in accordance with the relevant provisions of laws, regulations and the listing rules of the stock exchange where the shares of the Bank are listed. The announcement shall specify the number of shareholders and proxies attending the meeting, the total number of voting shares held and the proportion of the total number of voting shares of the Bank, the voting method, the voting results of each proposal and the details of each resolution passed.

If the shareholders’ meeting of the Bank votes in accordance with the circumstances listed in Article 67 herein, the attendance and voting of ordinary shareholders (including holders of preference shares with restored voting rights) and holders of preference shares (excluding holders of preference shares with restored voting rights) shall be counted and announced separately.

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APPENDIX II

Article 69 If a proposal is not passed, or if the current shareholders’ meeting makes changes to a resolution of the previous shareholders’ meeting, a special reminder shall be made in the announcement of the resolutions of the shareholders’ meeting.

Article 70 The shareholders’ meeting shall maintain the minutes of meetings which shall be responsible by the secretary to the Board of Directors and shall include the following particulars:

(1) time, location, agenda and name (or company name) of the convener of the meeting;
(2) name of the chairman and names of the director(s), supervisor(s), the secretary to the Board of Directors, president(s) and other senior executives present or present as non-voting attendees at the meeting;
(3) number of shareholders or their proxies present at the meeting, number of voting shares held by them and its proportion to the total number of shares of the Bank;
(4) discussion, key points of the speech and voting result of each proposal;
(5) inquiries or suggestions of the shareholders and the corresponding answer or explanation;
(6) names of the lawyer(s), tally clerk and scrutineer;
(7) other contents required to be recorded in the meeting minutes by the Articles of Association.

Article 71 The convener shall ensure the truthfulness, accuracy and completeness of the meeting minutes. Directors, supervisors and the Board secretary attending the meeting, convenor or his or her representative and the chairman of the meeting shall sign on the meeting minutes. The minutes shall be kept together with the signature book of shareholders attending the meeting, instruments of proxy as well as all valid materials of voting through internet or other ways for permanent retention.

Article 72 If the shareholders’ meeting approves the proposal for the election of directors or supervisors, the new directors or supervisors shall take office in accordance with the provisions of the Articles of Association.

Article 73 After the shareholders’ meeting reaches relevant resolution on the distribution plan or the capital reserve capitalization plan, the Board of Directors shall complete the distribution (or capitalization) of dividends (or shares) within two months from the shareholders’ meeting.

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APPENDIX II

Article 74 The Bank shall promptly submit the minutes and resolutions of the shareholders’ meetings to the banking regulatory authority under the State Council.

Article 75 The resolutions of the shareholders’ meeting of the Bank that violate the laws and administrative regulations shall be deemed invalid.

The controlling shareholders and actual controllers of the Bank shall not restrict or obstruct minority shareholders from exercising their voting rights in accordance with the laws, and shall not damage the legitimate rights and interests of the Bank and minority shareholders.

If the convening procedures and voting methods of the shareholders’ meeting violate the laws, administrative regulations or the Articles of Association, or the content of a resolution violates the Articles of Association, the shareholders may request the People’s Court to revoke it within 60 days from the date of resolution.

Chapter 10 Supplementary Provisions

Article 76 These Rules are formulated and amended by the Board of Directors and shall come into effect on the date of approval by resolution of the shareholders’ meeting.

Article 77 Unless otherwise specified, the terms used herein shall have the same meanings as those in the Articles of Association.

Article 78 Unless otherwise provided herein or there is no ambiguity in the context, the terms “above”, “within”, “at least” and “before” used herein shall include the given figures, and the terms “exceed”, “less than”, “under” and “lower than” shall not include the given figures.

Article 79 The right to interpret these Rules shall be vested in the Board of Directors of the Bank.

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APPENDIX II

COMPARISON TABLE FOR AMENDMENTS TO THE RULES OF PROCEDURE FOR THE SHAREHOLDERS’ GENERAL MEETING OF CHINA MINSHENG BANKING CORP., LTD.

No.	Original Article	New Article	Basis of Amendment	Basis of Amendment
1	THE RULES OF PROCEDURE FOR	THE RULES OF PROCEDURE FOR	“Shareholders’	general
	THE SHAREHOLDERS’ ~~GENERAL~~	THE SHAREHOLDERS’ MEETING OF	meeting” changed into
	MEETING OF CHINA MINSHENG	CHINA MINSHENG BANKING CORP.,	“shareholders’	meeting”
	BANKING CORP., LTD.	LTD.	according to the	Company
			Law
2	(Original Article 1)	To ensure the exercise of power by the	1. Descriptions	improved
		shareholders’ meeting in accordance	according to the	prevailing
	To ensure ~~the legitimate rights and~~ ~~interests of China Minsheng Banking~~ ~~Corp., Ltd. (the “Bank”), its shareholders~~ ~~and~~ ~~creditors,~~ ~~and~~ ~~standardize~~ ~~the~~ ~~organization~~ ~~and~~ ~~behaviors~~ ~~of~~ ~~the~~ ~~shareholders’ general meeting of the~~	with the laws and standardize the procedures of the shareholders’ meeting, these Rules are hereby formulated by China Minsheng Banking Corp., Ltd. (the “Bank”) in accordance with the Company Law of the	regulations in effect and the actual situation of the Bank 2. “Shareholders’ general meeting” changed uniformly into
	~~Bank~~, these Rules are hereby formulated in accordance with the Company Law of	People’s Republic of China, the Securities Law of the People’s	“shareholders’ according to the	meeting” Company
	the People’s Republic of China, the	Republic of China, the Commercial	Law (the same throughout
	Commercial Banking Law of the	Banking Law of the People’s Republic of	this comparison	table for
	People’s Republic of China, ~~the Special~~	China, the Guidelines for Articles of	amendments)
	~~Regulations of the State Council on~~ ~~Overseas Offering and Listing of Shares~~	Association of Listed Companies (2023 Edition), the Rules for Shareholders’
	~~by Joint Stock Limited Companies, the~~	Meeting of Listed Companies (2022
	~~Guiding Opinions of the State Council on~~	Edition), the Code of Corporate
	~~Pilot Programs of Preference Shares, the~~	Governance of Banking and Insurance
	~~Mandatory Provisions for Articles of~~ ~~Association of Companies to be Listed~~	Institutions, and other relevant laws, regulations, rules, normative documents,
	~~Overseas, ~~the Guidelines for Articles of	the securities regulatory laws in the place
	Association of Listed Companies (~~2022~~ Edition), the Rules for Shareholders’	where the shares of the Bank are listed, and the Articles of Association of China
	Meeting of Listed Companies (2022	Minsheng Banking Corp., Ltd. (the
	Edition) ~~by~~ ~~the~~ ~~China~~ ~~Securities~~ ~~Regulatory Commission~~, the Code of Corporate Governance of Banking and	“Articles of Association”), after considering the actual situation of the Bank.
	Insurance Institutions ~~by~~ ~~the~~ ~~China~~
	~~Banking~~ ~~and~~ ~~Insurance~~ ~~Regulatory~~
	~~Commission~~, and other laws, regulations,
	rules, normative documents, the
	securities regulatory laws in the place
	where the Bank~~is~~listed, and the Articles
	of Association of China Minsheng
	Banking Corp., Ltd. (the “Articles of
	Association”).

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APPENDIX II

No.	Original Article	Original Article	New Article		Basis	Basis	of Amendment	of Amendment	of Amendment	of Amendment
3	New Article		The Bank shall hold shareholders’	Added		according to Article
			meetings in accordance with the	2	of			the	Rules		for
			provisions of laws, regulations, rules,	Shareholders’					Meeting		of
			normative documents, securities	Listed			Companies			(2022
			regulatory laws in the place where the	Edition)
			shares of the Bank are listed, the
			Articles of Association and these Rules
			to ensure the exercise of rights by
			shareholders in accordance with the
			laws.
			The Board of Directors of the Bank
			shall earnestly perform its duties and
			organize shareholders’ meetings
			conscientiously and on time. All
			directors of the Bank shall ensure that
			shareholders’ meetings are held
			normally and exercise the powers in
			accordance with the laws.
4	(Original Article 3)		Shareholders holding the shares of the	Descriptions					improved
			Bank shall have the right to attend or	according				to	the	actual
	Shareholders holding	the shares ~~and~~	authorize proxies to attend the	situation			of the		Bank
	~~voting rights o~~f the Bank shall have the right to attend or authorize proxies to		shareholders’ meeting in accordance with the provisions of laws,
	attend the shareholders’~~general~~meeting, and enjoy various shareholder rights such		regulations, rules, normative documents, securities regulatory laws
	as the right to know, the right to speak,		in the place where the shares of the
	the right to question and the right to vote		Bank are listed, the Articles of
	~~in accordance with the provisions of~~ ~~laws,~~ ~~regulations,~~ ~~rules,~~ ~~normative~~		Association and these Rules, and enjoy various shareholder rights such as the
	~~documents, securities regulatory laws in~~		right to know, the right to speak, the right
	~~the place where the Bank is listed, the~~		to question and the right to vote.
	~~Articles of Association ~~	~~and these Rules~~.
			…
	…
5	(Original Article 4)		The shareholders’ meeting shall	This		article			has	been
			exercise its powers within the scope	stipulated				specifically		in the
	~~The shareholder’s general meeting is the~~ ~~authority body of the Bank and exercises~~ ~~the following powers in accordance with~~		prescribed by the Company Law and the Articles of Association.	Articles of Association, and needs not repeat in these Rules
	~~the laws:~~
	~~…~~

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APPENDIX II

No.	Original Article	New Article	Basis of Amendment	Basis of Amendment
6	(Original Article 5)	Shareholders’ meetings are divided into:	1. The original Article 6 has
		annual shareholders’ meetings and	been stipulated specifically
	Shareholders’ ~~general~~ meetings are	extraordinary shareholders’ meetings.	in the Articles	of
	divided into: annual shareholders’	The annual shareholders’ meetings shall	Association, and needs	not
	~~general~~ meetings and extraordinary	be convened once a year within six	repeat in these Rules;
	shareholders’ ~~general~~ meetings. The	months after the end of each fiscal year.
	annual shareholders’ ~~general ~~meetings shall be convened once a year within six	The extraordinary shareholders’ meetings are held irregularly. When	2. Consolidated with the original Article 5 into a
	months after the end of each fiscal year.	there are circumstances requiring the	single article
		convening of an extraordinary
	(Original Article 6)	shareholders’ meeting as stipulated in
		the Company Law and the Articles of
	~~In the event of any of the following~~ ~~circumstances, the Bank shall convene an~~	Association, the extraordinary shareholders’ meeting shall be
	~~extraordinary~~ ~~shareholders’~~ ~~general~~ ~~meeting within two months from its~~	convened within two months.
	~~occurrence:~~
	~~…~~
7	(Original Article 10)	The independent directors shall have	1. Article 7 of the Rules for
		the right to propose to the Board of	Shareholders’ Meeting	of
	~~If more than half of the independent~~ ~~directors or more than half of the~~	Directors to convene an extraordinary shareholders’ meeting. The Board of	Listed Companies (2022 Edition)
	~~external supervisors propose to convene~~	Directors shall, in accordance with laws,
	~~an extraordinary shareholders’ general~~	administrative regulations and the	2. The relevant provision of
	~~meeting, t~~he Board of Directors shall, in	Articles of Association, make a written	“more than half of	the
	accordance with laws, administrative	response on whether or not it agrees to	external supervisors”	is
	regulations and the Articles of	convene such meeting within ten days	consolidated into a	new
	Association, make a written response on	upon receipt of such proposal.	article
	whether or not it agrees to convene such
	meeting within ten days upon receipt of	…
	such proposal.
	…
8	New Article	More than half and no less than two	“More than half of	the
		external supervisors may request the	external supervisors”
		Board of Directors to convene an	propose to convene	an
		extraordinary shareholders’ meeting.	extraordinary shareholders’
			meeting in the original
			Article 10 is consolidated
			into a new article

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THE RULES OF PROCEDURE FOR THE SHAREHOLDERS’ GENERAL MEETING OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

No.	Original Article			New Article	New Article			Basis	Basis	of Amendment	of Amendment
9	(Original Article 12)							The content is redundant
								with the		original Article 15,
	…							and	is deleted		with
								reference to peers
	~~Reasonable costs of convening a meeting~~
	~~due to the failure of the Board of~~
	~~Directors or the Supervisory Board to~~
	~~hold the meeting in accordance with the~~
	~~aforementioned requirements shall be~~
	~~borne by the Bank, which shall be~~
	~~deducted from the amount owed by the~~
	~~Bank~~ ~~to~~ ~~the~~ ~~negligent~~ ~~directors~~ ~~or~~
	~~supervisors.~~
10	(Original Article 13)	If the	Supervisory		Board		or the	Article	10 of the Rules for
		shareholders		propose(s) to		convene the		Shareholders’ Meeting of
	If the Supervisory Board or the	shareholders’		meeting on its or			their own,	Listed		Companies	(2022
	shareholders propose(s) to convene the	the Board of		Directors	shall be informed			Edition)
	shareholders’ ~~general ~~meeting on its or	in writing and the relevant documents
	their own, the Board of Directors shall be	shall be	filed with the stock				exchange.
	informed in writing and the relevant	The total voting shares represented by
	documents shall be filed with ~~the local~~	the shareholders convening				such meeting
	~~agent of CSRC and~~the stock exchange~~of~~	shall not be		less than	10% prior to the
	~~the place where the Bank is located~~. The	announcement of the			resolution of the
	total voting shares represented by the	shareholders’		meeting.
	shareholders convening such meeting
	shall not be less than 10% prior to the	The Supervisory			Board		or the
	announcement of the resolution of the	shareholders		convening such meeting
	shareholders’~~general ~~meeting.	shall	submit relevant			supporting
		documents to the stock exchange when
	The Supervisory Board or the	issuing	the	notice	of	shareholders’
	shareholders convening such meeting	meeting		and the			resolution
	shall submit relevant supporting	announcement.
	documents to ~~the local agent of CSRC~~
	~~and ~~the stock exchange ~~of the place~~
	~~where the Bank is located ~~when issuing
	the notice of shareholders’ ~~general~~
	meeting and the resolution
	announcement.

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THE RULES OF PROCEDURE FOR THE SHAREHOLDERS’ GENERAL MEETING OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

No.	Original Article	New Article	Basis of Amendment
11	(Original Article 17)	The Board of Directors, the Supervisory	Amended according to the
		Board, as well as shareholders	Articles of Association
	The Board of Directors, the Supervisory	individually or jointly holding not less
	Board, as well as shareholders	than 1% of the total voting shares shall
	individually or jointly holding not less	be entitled to propose their resolutions to
	than ~~3%~~ of the total voting shares shall	the shareholders’ meeting of the Bank.
	be entitled to propose their resolutions to
	the shareholders’~~general ~~meeting of the	Shareholders individually or jointly
	Bank.	holding not less than 1% of the total
		voting shares of the Bank may submit an
	Shareholders individually or jointly	interim proposal to the meeting convener
	holding not less than ~~3~~% of the total	in writing ten days prior to the date of the
	voting shares of the Bank may submit an	shareholders’ meeting or before the
	interim proposal to the meeting convener	deadline for issuing a supplementary
	in writing ten days prior to the date of the	notice of shareholders’ meeting as
	shareholders’ ~~general ~~meeting or before	prescribed by the Rules Governing the
	the deadline for issuing a supplementary	Listing of Securities on The Stock
	notice of shareholders’ ~~general ~~meeting	Exchange of Hong Kong Limited (the
	as prescribed by the Rules Governing the	“Hong Kong Listing Rules”) (whichever
	Listing of Securities on The Stock	is earlier). Convener of the shareholders’
	Exchange of Hong Kong Limited (the	meeting shall issue supplemental notice
	“Hong Kong Listing Rules”) (whichever	of the meeting setting out the content of
	is earlier). Convener of the shareholders’	such interim proposal within two days
	~~general~~meeting shall issue supplemental	after the receipt of such proposal and in
	notice of the meeting setting out the	accordance with the Hong Kong Listing
	content of such interim proposal within	Rules.
	two days after the receipt of such
	proposal and in accordance with the	…
	Hong Kong Listing Rules.
	…

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APPENDIX II

No.	Original Article	New Article			Basis of Amendment
12	(Original Article 19)				The original article was
					formulated according to the
	~~When the Bank convenes an annual~~				Mandatory Provisions for
	~~shareholders’~~ ~~general~~ ~~meeting,~~				Articles of Association of
	~~shareholders holding more than 3% of~~				Companies to be Listed
	~~the Bank’s total voting shares and the~~				Overseas which were now
	~~Supervisory Board shall have the right to~~				repealed
	~~submit new proposals to the Bank in~~
	~~writing. The Bank shall include in the~~
	~~agenda~~ ~~of~~ ~~meeting~~ ~~matters~~ ~~in~~ ~~the~~
	~~proposals that fall within the scope of~~
	~~duties~~ ~~of~~ ~~the~~ ~~shareholders’~~ ~~general~~
	~~meeting.~~
13	(Original Article 20)	A notice of the shareholders’ meeting			1. Item (4) of the original
		must be in written form and shall contain			article amended according
	A notice of the shareholders’ ~~general~~	the following particulars:			to Article 18 of the Rules
	meeting must be in written form and				for Shareholders’ Meeting
	shall contain the following particulars:	(1) the time, venue and duration of		the	of Listed Companies (2022
		meeting;			Edition)
	(1) the time, venue and duration of the
	meeting;	(2) the matters to be considered at		the	2. Item (7) of the original
		meeting and the proposals;			article amended according
	(2) the matters to be considered at the				to Article 16 of the Rules
	meeting and the proposals;	(3) a prominent statement stating that an			for Shareholders’ Meeting
		ordinary shareholder (including holders			of Listed Companies (2022
	(3) a prominent statement stating that an	of preference shares with restored voting			Edition)
	ordinary shareholder (including holders	rights) entitled to attend and vote in		the
	of preference shares with restored voting	meeting is entitled to appoint one		or	3. Items (8) to (10) of the
	rights) entitled to attend and vote in the	more proxies to attend and vote on his or			original article were
	meeting is entitled to appoint one or	her behalf and such proxy need not be a			formulated according to the
	more proxies to attend and vote on his or	shareholder of the Bank;			Mandatory Provisions for
	her behalf and such proxy need not be a				Articles of Association of
	shareholder of the Bank;	(4) the record date on which		the	Companies to be Listed
		shareholders are eligible to attend		the	Overseas which were now
	(4) the record date on which the	meeting. The interval between		the	repealed
	shareholders are eligible to attend the	record date and the meeting date	shall
	meeting;	not exceed seven working days. Once
		the record date is confirmed, it	shall
		not be changed;

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THE RULES OF PROCEDURE FOR THE SHAREHOLDERS’ GENERAL MEETING OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

Original Article	New Article
(5) the name and phone number of the	(5) the name and phone number			of the
contact person of the meeting;	contact person of the meeting;
(6) time and procedures of voting	(6) time and procedures	of		voting
through internet or other ways;	through internet or other ways;
(7) ~~provide~~ ~~shareholders~~ ~~with~~ information and explanations required	(7) full and complete disclosure of the specific content of all proposals, as
for shareholders to make ~~wise decisions~~ on the matters to be discussed. ~~This~~	well as all information and explanations required for shareholders to make
~~principle includes (but is not limited to)~~ ~~that when the Bank proposes a merger,~~	reasonable judgments on the matters to be discussed. If the matters to be
~~share repurchase, capital reorganization~~	discussed require the	independent
~~or other reorganization, it shall provide~~	directors to express their opinions, the
~~the specific terms and contracts (if any)~~	opinions and reasons of the	independent
~~of the proposed transaction and make a~~	directors shall be disclosed	at	the same
~~careful explanation of the causes and~~	time when the notice or supplementary
~~consequences thereof.~~If the matters to be	notice of the shareholders’	meeting is
discussed require the independent	issued;
directors to express their opinions, the
opinions and reasons of the independent	(8) other requirements stipulated			by the
directors shall be disclosed at the same	laws, regulations and the	Articles of
time when the notice or supplementary	Association.
notice of the shareholders’ ~~general~~
meeting is issued;
~~(8)~~ ~~if~~ ~~any~~ ~~directors,~~ ~~supervisors,~~
~~presidents or other senior management~~
~~has a significant interest in the matters to~~
~~be discussed, the nature and extent of~~
~~such interest shall be disclosed; if the~~
~~impact of the matters to be discussed on~~
~~the directors, supervisors, presidents or~~
~~other senior management as shareholders~~
~~is different from the impact on other~~
~~shareholders of the same class, such~~
~~difference shall be explained;~~

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THE RULES OF PROCEDURE FOR THE SHAREHOLDERS’ GENERAL MEETING OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

No.	Original Article		New Article	New Article			Basis of Amendment
	~~(9) the full text of any special resolution~~
	~~to be proposed for adoption at the~~
	~~meeting;~~
	~~(10) the time and place for delivery of~~
	~~proxy form for the meeting;~~
	~~(11) ~~other requirements stipulated by the
	laws, regulations and the Articles of
	Association ~~of the Bank~~.
14	(Original Article 22)	Notice of a shareholders’ meeting shall					Amended according to the
		be issued	in the	form	of	an	Articles of Association
	~~Notice~~ ~~of~~ ~~a~~ ~~shareholders’~~ ~~general~~ ~~meeting and the relevant documents shall~~ ~~be dispatched to shareholders (whether~~ ~~or not entitled to vote at the meeting) by~~ ~~delivery~~ ~~or~~ ~~prepaid~~ ~~mail~~ ~~to~~ ~~their~~ ~~addresses as shown in the register of~~ ~~shareholders. For holders of domestic~~	announcement. For the shareholders of foreign shares listed overseas (whether or not entitled to vote at the meeting), such notice may be dispatched by delivery or prepaid mail to their addresses as shown in the register of shareholders.
	~~shares, notice of a shareholders’ general~~
	~~meeting,~~ ~~shareholder~~ ~~circulars~~ ~~and~~
	~~related documents may also be made by~~
	~~way of announcement. For holders of~~
	~~foreign shares listed overseas, notice of a~~
	~~shareholders’~~ ~~general~~ ~~meeting,~~
	~~shareholder~~ ~~circulars~~ ~~and~~ ~~related~~
	~~documents~~ ~~may~~ ~~be~~ ~~made~~ ~~through~~
	~~publication on the websites of the Bank~~
	~~and the Hong Kong Stock Exchange,~~
	~~subject to compliance with the laws,~~
	~~administrative regulations, the listing~~
	~~rules of the Bank’s listing place and the~~
	~~Articles of Association.~~

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APPENDIX II

No.	Original Article	New Article		Basis	of Amendment	of Amendment	of Amendment	of Amendment
15	(Original Article 25)	Once the notice of shareholders’ meeting	Descriptions adjusted and
		is issued, the meeting shall not be	improved			according			to
	Once the notice of shareholders’~~general~~	postponed or cancelled, the venue shall	Article 45			and Article		50 of
	meeting is issued, the meeting shall not	not be changed, and proposals contained	the Guidelines				for Articles
	be postponed or cancelled, the venue	in the notice shall not be withdrawn	of	Association of Listed
	shall not be changed, and proposals	without proper reasons. In the event of	Companies (2023 Edition)
	contained in the notice shall not be	postponement, cancellation or change,
	withdrawn without proper reasons.~~If the~~	the convener shall make announcement
	~~venue of the on-site meeting must be~~	to state the reasons at least two working
	~~changed, or the shareholders’ general~~	days prior to the original date of meeting.
	~~meeting must be postponed or cancelled~~
	~~due to special reasons,~~the convener shall
	make announcement to state the reasons
	at least two working days prior to the
	original date of meeting. ~~The convener~~
	~~shall also announce the postponed date of~~
	~~meeting in the notice of postponement.~~
16	New Article	All ordinary shareholders (including	Added according to Article
		holders of preference shares with	23	of		the	Rules		for
		restored voting rights) or their proxies	Shareholders’				Meeting		of
		registered on the record date shall	Listed		Companies			(2022
		have the right to attend the	Edition)
		shareholders’ meeting and exercise
		their voting rights in accordance with
		the relevant laws, regulations and the
		Articles of Association. The Bank and
		the convener shall not refuse for any
		reason.
		Shareholders may attend the
		shareholders’ meeting in person or
		entrust a proxy or proxies to attend
		and vote on their behalf.

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No.	Original Article		New Article	New Article			Basis of	Amendment	Amendment	Amendment
17	(Original Article 35)	If the form of proxy		is	signed by	The	original		article was
		someone authorized by the appointer, the				formulated		according		to the
	~~The form of proxy shall be kept at the~~	power of	attorney	for	authorized	Mandatory		Provisions for
	~~domicile of the Bank or other place~~	signature	or other	authorization		Articles of		Association of
	~~specified in the notice of meeting at least~~	document shall be notarized.				Companies		to	be	Listed
	~~24 hours before the relevant meeting for~~					Overseas which were now
	~~which the form of proxy is given, or 24~~					repealed
	~~hours before the designated voting time.~~
	If the form of proxy is signed by
	someone authorized by the appointer, the
	power of attorney for authorized
	signature or other authorization
	document shall be notarized. ~~The~~
	~~notarized power of attorney or other~~
	~~authorization document shall be kept at~~
	~~the domicile of the Bank or other place~~
	~~specified~~ ~~in~~ ~~the~~ ~~notice~~ ~~of~~ ~~meeting~~
	~~together with the form of proxy.~~
	~~If the appointer is a corporate, its legal~~
	~~representative or the person authorized~~
	~~by the resolution of the board of directors~~
	~~or other decision-making bodies shall~~
	~~attend the shareholders’ meeting of the~~
	~~Bank as a representative.~~
	~~The Bank shall have the right to require~~
	~~the proxies attending the shareholders’~~
	~~general~~ ~~meeting~~ ~~on~~ ~~behalf~~ ~~of~~
	~~shareholders to produce their identity~~
	~~cards.~~
	~~If a corporate shareholder appoints its~~
	~~representative to attend the meeting, the~~
	~~Bank shall have the right to require the~~
	~~representative to produce his or her~~
	~~identity card and a notarized copy of the~~
	~~resolution or power of attorney of the~~
	~~board of directors of the corporate~~
	~~shareholder~~ ~~or~~ ~~other~~ ~~authorities~~
	~~appointing the representative (except for~~
	~~recognized~~ ~~clearing~~ ~~houses~~ ~~or~~ ~~their~~
	~~agents).~~

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No. Original Article New Article Basis of Amendment 18 (Original Article 37) The original article was formulated according to the ~~If the appointer has passed away, lost~~ Mandatory Provisions for ~~capacity to act, withdrawn the~~ Articles of Association of ~~appointment, withdrawn the~~ Companies to be Listed ~~authorization for signature, or the~~ Overseas which were now ~~relevant shares have been transferred~~ repealed ~~before the voting, the vote made by the proxy in accordance with the form of proxy shall remain valid as long as the Bank has not received written notice of such matters before the start of the relevant meeting.~~ 19 (Original Article 40) The shareholders’ meetings shall be Descriptions improved presided over by the Chairman of the according to Article 27 of The shareholders’ ~~general~~ meetings shall Board of Directors, or the vice chairman the Rules for Shareholders’ be ~~convened by the Board of Directors in~~ of the Board if the Chairman is unable or Meeting of Listed ~~accordance with the laws,~~ presided over fails to perform his or her duties (in case Companies (2022 Edition) by the Chairman of the Board of the Bank has two or more vice Directors ~~as the chairman of meeting~~ , or chairpersons, the one jointly elected by the vice chairman of the Board if the more than half of the directors shall be Chairman is unable or fails to perform the chairman of the meeting), or the his or her duties (in case the Bank has director elected by over half of the two or more vice chairpersons, the one directors if the vice chairman of the jointly elected by more than half of the Board of Directors is unable or fails to directors shall be the chairman of the perform his or her duties. meeting), or the director elected by over half of the directors if the vice chairman Shareholders’ meetings convened by the of the Board of Directors is unable or Supervisory Board shall be presided over fails to perform his or her duties. by the chairman of the Supervisory Board, or the vice chairman of such Shareholders’ ~~general~~ meetings convened board if the chairman is unable or fails to by the Supervisory Board shall be perform his or her duties, or the presided over by the chairman of the supervisor elected by more than half of Supervisory Board ~~as the chairman of~~ the supervisors if the vice chairman of ~~meeting,~~ or the vice chairman of such such board is unable or fails to perform board if the chairman is unable or fails to his or her duties. perform his or her duties, or the supervisor elected by more than half of the supervisors if the vice chairman of such board is unable or fails to perform his or her duties.

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No.	Original Article	Basis	of Amendment	of Amendment
	Shareholders’~~general~~meetings convened Shareholders’ meetings convened by the
	by the shareholders shall be presided shareholders shall be presided over by a
	over by a representative proposed by the representative proposed by the convener.
	convener ~~as the chairman of meeting~~.
	In a shareholders’ meeting, where the
	In a shareholders’ ~~general~~ meeting, chairman violates these Rules resulting
	where the chairman violates these Rules in the failure of continuing the meeting, a
	resulting in the failure of continuing the chairman may be elected by more than
	meeting, a chairman may be elected by half of the attending shareholders with
	more than half of the attending voting rights so as to carry on with the
	shareholders with voting rights so as to shareholders’ meeting.
	carry on with the shareholders’ ~~general~~
	meeting.
20	(Original Article 42) The directors, supervisors and senior	Descriptions		improved
	executives shall answer enquiries from	according to	Article 29 of
	~~Except for the commercial secrets of the~~ shareholders and explain at the	the Rules for	Shareholders’
	~~Bank that shall not be disclosed at the~~ shareholders’ meeting.	Meeting	of	Listed
	~~shareholders’~~ ~~general~~ ~~meeting,~~ the	Companies (2022		Edition)
	directors, supervisors and senior
	executives shall answer enquiries ~~and~~
	~~suggestions~~ from shareholders and
	explain at the shareholders’ ~~general~~
	meeting.

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No. Original Article New Article Basis of Amendment 21 (Original Article 48) … Amended according to Article 31 of the Rules for … The Board of Directors, independent Shareholders’ Meeting of directors and shareholders of the Bank Listed Companies (2022 The Board of Directors, independent holding more than 1% of the voting Edition) directors and shareholders holding more shares or investor protection institutions than 1% of the voting shares or investor established in accordance with laws, protection institutions established in administrative regulations or the accordance with laws, administrative provisions of the securities regulatory regulations or the provisions of the authority under the State Council may securities regulatory authority under the solicit from other shareholders their State Council may solicit from other voting rights at the shareholders’ shareholders their voting rights at the meeting. For the solicitation of voting shareholders’ ~~general~~ meeting. ~~The~~ rights, sufficient information of specific ~~solicitation of voting rights shall be~~ voting intentions shall be provided to the ~~carried out in an unpaid manner, and~~ relevant shareholders. It is prohibited to sufficient information of specific voting solicit voting rights from shareholders intentions shall be provided to the in a paid or disguised paid manner. relevant shareholders. Except for Except for statutory conditions, the Bank statutory conditions, the Bank shall not shall not impose any restriction relating impose any restriction relating to the to the minimum shareholdings for the minimum shareholdings for the solicitation of voting rights. solicitation of voting rights. Pursuant to applicable laws and regulations and the Pursuant to applicable laws and listing rules of the place where the shares regulations and the listing rules of the of the Bank are listed, if any shareholder place where the shares of the Bank are is unable to exercise his or her voting listed, if any shareholder is unable to rights or is restricted to voting only for or exercise his or her voting rights or is against any particular proposal, any vote restricted to voting only for or against cast by or on behalf of such shareholder any particular proposal, any vote cast by in contravention to such requirements or or on behalf of such shareholder in restrictions shall not be counted. contravention to such requirements or restrictions shall not be counted. ~~Shareholders (including their proxies) attending the meeting shall clearly express their agreement or opposition to each item that requires voting. If a shareholder abstains from voting, the Bank shall not treat it as a vote with voting right when calculating the voting results of the item.~~

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No.	Original Article		New Article	New Article
22	(Original Article 49)	Resolutions	of shareholders’ meeting				The relevant articles have
		shall be divided into ordinary resolutions					been stipulated specifically
	Resolutions of shareholders’ ~~general~~ meeting shall be divided into ordinary	and special resolutions. The specific scope of matters shall be determined in					in the Articles of Association, and need not
	resolutions and special resolutions.	accordance	with	the	Articles	of	repeat in these Rules
		Association.
	…
		…
	(Original Article 50)
	~~The following matters shall be decided~~
	~~by~~ ~~an~~ ~~ordinary~~ ~~resolution~~ ~~at~~ ~~a~~
	~~shareholders’ general meeting:~~
	~~…~~
	(Original Article 51)
	~~The following matters shall be approved~~
	~~by a special resolution at a shareholders’~~
	~~general meeting:~~
	~~…~~
	(Original Article 52)
	~~Except in special circumstances such as~~
	~~the Bank being in crisis, the Bank shall~~
	~~not enter into a contract with a person~~
	~~other~~ ~~than~~ ~~a~~ ~~director~~ ~~or~~ ~~senior~~
	~~management to entrust that person with~~
	~~the management of all or important~~
	~~businesses of the Bank without the~~
	~~approval by a special resolution at a~~
	~~shareholders’ general meeting.~~

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APPENDIX II

No.	Original Article		New Article	Basis of Amendment	Basis of Amendment
23	(Original Article 53)	When related	party transactions are being	1. The original article was
		considered at	the shareholders’ meeting,	formulated according to the
	When related party transactions are being	all shareholders who are interested in		Notice on	Opinions on
	considered at the shareholders’ ~~general~~	such transactions (including ordinary		Regulating	Shareholders’
	meeting, all shareholders who are	shareholders	and holders of preference	Meetings	of Listed
	interested in such transactions (including	shares) shall	abstain from voting and	Companies	(Zhengjian
	ordinary shareholders and holders of	shall not exercise any voting rights on		[1998] No. 4) issued by the
	preference shares) shall abstain from	behalf of other shareholders, and the		China Securities Regulatory
	voting and shall not exercise any voting	voting shares	held by them shall not be	Commission,	which was
	rights on behalf of other shareholders,	counted as	valid voting shares.	now repealed
	and the voting shares held by them shall	Announcement of the resolutions of
	not be counted as valid voting shares.	the shareholders’ meeting shall		2. Amended	according to
	Announcement of the resolutions of the	sufficiently disclose the votes cast for		Article 80 of	the Guidelines
	shareholders’ ~~general~~ meeting shall sufficiently disclose the votes cast for	such non-related shareholders.		for Articles of Association of Listed Companies (2023
	such~~related party transactions~~.~~In case of~~			Edition)
	~~special circumstances that a connected~~
	~~shareholder cannot abstain from voting,~~
	~~the Bank may, after obtaining the consent~~
	~~of the relevant departments, carry out the~~
	~~voting~~ ~~in~~ ~~accordance~~ ~~with~~ ~~normal~~
	~~procedures~~ ~~and~~ ~~make~~ ~~detailed~~
	~~explanations in the announcement of the~~
	~~resolutions of the shareholders’ general~~
	~~meeting.~~

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No.	Original Article		New Article			Basis of Amendment	Basis of Amendment	Basis of Amendment
24	(Original Article 54)	The connected shareholders		may	abstain	Amended with reference to
		from	voting. Otherwise,	any	other	the practice of peers and
	~~The procedures in relation to abstention~~	shareholders or proxies attending the				according to	the	actual
	~~and voting by connected shareholders are~~	shareholders’ meeting may		also	request	situation of the	Bank
	~~as follows:~~	them	to abstain from voting.
	The connected shareholders may abstain
	from voting. Otherwise, any other
	shareholders or proxies attending the
	shareholders’ ~~general ~~meeting may also
	request them to abstain from voting. ~~If~~
	~~other shareholders or proxies request~~
	~~them to abstain from voting, but the~~
	~~relevant shareholders believe that they~~
	~~do not fall within the scope of abstention,~~
	~~the relevant shareholders shall explain~~
	~~the reasons. If such explanation still fails~~
	~~to convince the shareholders making the~~
	~~request,~~ ~~the~~ ~~shareholders’~~ ~~general~~
	~~meeting may record the voting results of~~
	~~the relevant proposals separately, i.e.~~
	~~with and without the participation of the~~
	~~shareholders whose connected identities~~
	~~are disputed. After the shareholders’~~
	~~general meeting, the Board of Directors~~
	~~shall request the relevant departments to~~
	~~determine the connected identities of~~
	~~such shareholders and then determine the~~
	~~final~~ ~~voting~~ ~~results~~ ~~and~~ ~~notify~~ ~~all~~
	~~shareholders.~~

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APPENDIX II

No.	Original Article		New Article		Basis of Amendment	Basis of Amendment
25	(Original Article 55)		If a substantial shareholder is overdue	in	Amended according to	the
			his or her loan credit from the Bank,	he	Articles of Association
	If ~~a shareholder, especially ~~a substantial		or she shall not exercise his or her voting
	shareholder~~,~~is overdue in his or	her loan	rights at the shareholders’ meeting, and
	credit from the Bank, he or she shall not		the number of shares held shall not	be
	exercise his or her voting rights at the		included in the total number of shares
	shareholders’ ~~general ~~meeting,	and the	with voting rights held by shareholders
	number of shares held shall	not be	attending the shareholders’ meeting.
	included in the total number of shares
	with voting rights held by shareholders
	attending the shareholders’	~~general~~
	meeting.
26	New Article		When the number of shares pledged by		Amended according to	the
			a shareholder reaches or exceeds 50%		Articles of Association
			of the shares held by him or her in the
			Bank, he or she shall not exercise
			voting rights at the shareholders’
			meeting, and the number of shares
			held shall not be included in the total
			number of shares with voting rights
			held by shareholders attending the
			shareholders’ meeting.
27	(Original Article 56)		When voting on the election	of	The Bank has formulated
			directors and supervisors at the		the Rules Governing	the
	The cumulative ~~polling~~ ~~and~~ voting system may be implemented ~~when the~~ ~~Bank conducts the election of directors~~ ~~and supervisors. The rules governing the~~ ~~implementation of the cumulative polling~~ ~~system shall be formulated by the Bank~~ ~~separately.~~		shareholders’ meeting, the cumulative voting system may be implemented in accordance with the Articles of Association and the provisions of the Rules Governing the Implementation of the Cumulative Voting System of China Minsheng Banking Corp., Ltd. or the resolution of the shareholders’		Implementation of the Cumulative Voting System of China Minsheng Banking Corp., Ltd. (considered and approved by the shareholders’ meeting in June 2024) according to the Code of Corporate
			meeting.		Governance of Banking	and
					Insurance Institutions	and
					the Corporate Governance
					Standards for Listed
					Companies

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THE RULES OF PROCEDURE FOR THE SHAREHOLDERS’ GENERAL MEETING OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

No.	Original Article				New	Article			Basis of	Amendment	Amendment	Amendment	Amendment
28	(Original Article 59)								The original		article		was
									formulated	according			to the
	~~If the matter requiring voting is the~~								Mandatory	Provisions for
	~~election~~ ~~of~~ ~~the~~ ~~chairman~~ ~~or~~ ~~the~~								Articles of	Association of
	~~adjournment of meeting, the voting shall~~								Companies	to	be	Listed
	~~be conducted immediately; for other~~								Overseas which were now
	~~matters requiring voting, the chairman~~								repealed
	~~shall decide when to hold the vote, and~~
	~~the meeting may continue to discuss~~
	~~other matters, the voting results of which~~
	~~shall still be regarded as resolutions~~
	~~adopted at the meeting.~~
29	(Original Article 61)								The original		article		was
									formulated	according			to the
	~~When voting, shareholders (including~~								Mandatory	Provisions for
	~~proxies) with two or more votes shall not~~								Articles of	Association of
	~~be required to cast all their votes in favor~~								Companies	to	be	Listed
	~~or against.~~								Overseas which were now
									repealed
30	(Original Article 62)	Any	vote		of	shareholders	at	a	Descriptions		standardized
		shareholders’ meeting must be taken by							according	to	the		actual
	Any vote of shareholders at a	ballot,	except where the chairman of the						situation of	the	Bank
	shareholders’ ~~general ~~meeting must be	meeting decides in				good faith to	allow a
	taken by ~~voting,~~ except where the	vote by show of hands on a resolution
	chairman of the meeting decides in good	purely	on	a procedural or administrative
	faith to allow a vote by show of hands on	matter.
	a resolution purely on a procedural or
	administrative matter.

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APPENDIX II

No.	Original Article	New Article		Basis of	Amendment	Amendment	Amendment
31	(Original Article 64)	The on-site shareholders’ meeting shall	1.	The original Article 64
		not end earlier than online or other	was formulated according
	Chairman of the meeting shall announce	methods. Chairman of the meeting shall	to	the		Mandatory
	the vote and the result of each resolution,	announce the vote and the result of each	Provisions		for	Articles of
	and based on the result of the vote,	resolution, and based on the result of the	Association		of	Companies
	announce whether a resolution is passed.	vote, announce whether a resolution is	to	be Listed	Overseas		which
	~~His or her decision is final and shall be~~	passed.	were now repealed;
	~~announced at the meeting and recorded~~
	~~in the minutes.~~	Prior to the formal public announcement	2.	The relevant		content was
		of the voting results, the Bank, the tally	improved and consolidated
	(Original Article 65)	clerk, scrutineer, substantial shareholders	with the original Article 65
		and internet service providers who
	~~The~~ ~~on-site~~ ~~shareholders’~~ ~~general~~	involve in the voting on site, via internet
	~~meeting shall not end earlier than online~~	or through other channels at the
	~~or other methods.~~	shareholders’ meeting are liable to keep
		confidential about the voting results.
	Prior to the formal public announcement
	of the voting results, the Bank, the tally
	clerk, scrutineer, substantial shareholders
	and internet service providers who
	involve in the voting on site, via internet
	or through other channels at the
	shareholders’ ~~general ~~meeting are liable
	to keep confidential about the voting
	results.
32	(Original Article 67)	If the chairman of the meeting has any	Descriptions			improved
		doubt as to the voting result of any	according		to	the	actual
	If the chairman of the meeting has any	proposal being submitted, he or she may	situation of		the	Bank
	doubt as to the voting result of any	organize to have the votes counted. If
	proposal being submitted, he or she may	the chairman does not count the votes,
	have the votes counted. If the chairman	any shareholder who is present in person
	does not count the votes, any shareholder	or by proxy and who disputes the result
	who is present in person or by proxy and	announced by the chairman may demand
	who disputes the result announced by the	to have the votes counted immediately
	chairman may demand to have the votes	after the announcement of results, and
	counted immediately after the	the chairman shall organize to have the
	announcement, and the chairman shall	votes counted immediately.
	have the votes counted immediately.

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THE RULES OF PROCEDURE FOR THE SHAREHOLDERS’ GENERAL MEETING OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

No.	Original Article		New	Article			Basis of	Amendment
33	(Original Article 68)						The original article was
							formulated	according to the
	~~When a shareholders’ general meeting~~						Mandatory	Provisions	for
	~~conducts a vote count, the results of the~~						Articles of	Association	of
	~~vote count shall be recorded in the~~						Companies	to be Listed
	~~minutes of meeting.~~						Overseas which were now
							repealed
	~~The minutes of meeting, together with~~
	~~the signature book of the attending~~
	~~shareholders and the forms of proxy,~~
	~~shall be kept at the domicile of the Bank.~~
34	(Original Article 69)						The original article was
							formulated	according to the
	~~Shareholders~~ ~~may~~ ~~review~~ ~~copies~~ ~~of~~						Mandatory	Provisions	for
	~~meeting minutes free of charge during~~						Articles of	Association	of
	~~the~~ ~~Bank’s~~ ~~office~~ ~~hours.~~ ~~If~~ ~~any~~						Companies	to be Listed
	~~shareholder requests a copy of the~~						Overseas which were now
	~~relevant meeting minutes from the Bank,~~						repealed
	~~the Bank shall deliver the copy within~~
	~~seven days after receiving a reasonable~~
	~~fee.~~
35	(Original Article 72)	If the shareholders’		meeting approves		the	Amended	according	to
		proposal for the election of directors or					Article 43	of the Rules	for
	If the shareholders’ ~~general ~~meeting	supervisors, the		new	directors	or	Shareholders’ Meeting		of
	approves the proposal for the election of	supervisors	shall	take	office	in	Listed Companies (2022
	directors or supervisors, ~~it~~ ~~shall~~ ~~determine clearly when~~the new directors or supervisors ~~shall take office~~.	accordance with the provisions of Articles of Association.				the	Edition)

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APPENDIX II

No.	Original Article	New Article			Basis	Basis	of Amendment
36	(Original Article 76)	Class shareholders affected,	whether or		The meaning of “interested
		not originally entitled to vote at		the	shareholders” is the same			as
	Class shareholders affected, whether or	shareholders’ meetings, shall	be entitled		that	in	the Articles	of
	not originally entitled to vote at the	to vote at class meetings in	respect of		Association, so it needs not
	shareholders’ ~~general ~~meetings, shall be entitled to vote at class meetings in	matters concerning Article 61 (2) to (8) and (11) to (12), with the exception of			repeat in		these Rules
	respect of matters concerning Article ~~75~~	the interested shareholders.
	(2) to (8) and (11) to (12), with the
	exception of the interested shareholders.
	~~The aforesaid “interested shareholders”~~
	~~shall mean:~~
	~~(1) in the case of a repurchase of shares~~
	~~by the Bank on pro rata basis offered by~~
	~~the~~ ~~Bank~~ ~~to~~ ~~all~~ ~~shareholders~~ ~~in~~
	~~accordance~~ ~~with~~ ~~Article~~ ~~38~~ ~~of~~ ~~the~~
	~~Articles of Association or in open market~~
	~~on~~ ~~a~~ ~~stock~~ ~~exchange,~~ ~~“interested~~
	~~shareholders” shall refer to controlling~~
	~~shareholders as defined in Article 75 of~~
	~~the Articles of Association;~~
	~~(2) the shareholders who are parties to an~~
	~~agreement pursuant to which shares are~~
	~~repurchased by the Bank in an over-the-~~
	~~counter~~ ~~market~~ ~~in~~ ~~accordance~~ ~~with~~
	~~Article 38 of the Articles of Association;~~
	~~(3) the shareholders who assume less~~
	~~responsibilities than other shareholders~~
	~~of the same class or those shareholders~~
	~~who have different rights and interests~~
	~~from other shareholders of the same class~~
	~~in the case of a capital restructuring of~~
	~~the Bank.~~

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No.			Original	Article			New Article	Basis of Amendment	Basis of Amendment	Basis of Amendment
37	Chapter	8	Special	Rules	for	the	Except for matters that require voting	Amended according			to
	Participation in Shareholders’				Meeting		by holders of preference shares as	Article	23 of the Rules		for
	by Holders		of Preference Shares				stipulated by the laws, regulations or	Shareholders’ Meeting			of
							the Articles of Association, holders of	Listed	Companies	(2022
	~~…~~						preference shares shall not have the	Edition) and the Articles			of
							right to request, convene, preside over,	Association
							attend or appoint proxies to attend the
							shareholders’ meetings, and shall not
							have the right to vote.
							However, if any of the following
							situations occurs, the Bank shall notify
							holders of preference shares when
							convening a shareholders’ meeting and
							follow the procedures for notifying
							ordinary shareholders prescribed
							herein. Holders of preference shares
							shall have the right to attend the
							shareholders’ meeting and vote
							separately with ordinary shareholders
							on the following matters. Each
							preference share held shall have one
							vote, but the preference shares held by
							the Bank shall have no voting rights:
							(1) amendments of the content related
							to preference shares in the Articles of
							Association;
							(2) reduction of the registered capital
							of the Bank by more than 10% at one
							time or cumulatively;
							(3) merger, division, dissolution or
							change of company form;
							(4) issuance of preference shares;

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No.			Original	Original	Article	Article					New Article	New Article					Basis of Amendment	Basis of Amendment	Basis of Amendment
									(5) other	circumstances			stipulated by
									the laws,	regulations or		the		Articles		of
									Association.
									In addition to being approved by						more
									than two-thirds of the			votes held by
									ordinary		shareholders			(including
									holders	of	preference		shares		with
									restored	voting rights,				including
									proxies)	attending		the		meeting,
									resolutions on the above				matters must
									also be approved by more					than two-
									thirds of	the votes held by				holders		of
									preference shares (excluding holders							of
									preference shares with restored voting
									rights, including proxies)				attending the
									meeting.
38	~~Chapter 9 The Authorization of the Board~~																With reference to practice
	~~of Directors~~		~~at the Shareholders’ General~~														of	peers and the actual
	~~Meeting~~																situation of		the Bank, the
																	content in relation to the
	…																authorization of the Board
																	of	Directors is improved
	(Original Article 91)																and consolidated into the
																	two chapters of “General
	~~When making decisions ~~					~~on ~~	~~authorized~~										Rules of		Shareholders’
	~~matters, the Board ~~				~~of ~~	~~Directors shall~~											Meeting” and “Voting and
	~~conduct~~	~~sufficient~~			~~discussions~~			~~and~~									Resolution of Shareholders’
	~~reasoning,~~		~~and~~		~~may~~		~~engage~~										Meeting”, and the original
	~~intermediaries~~ ~~to~~			~~provide~~			~~consulting~~										Article 91 is deleted
	~~opinions when necessary, so~~						~~as to ensure~~
	~~the scientificity and rationality of ~~							~~the~~
	~~decisions.~~
	~~In the process of ~~			~~making decisions on~~
	~~authorized~~		~~matters,~~ ~~the~~				~~Board~~	~~of~~
	~~Directors~~		~~shall~~		~~fully~~		~~fulfill~~	~~its~~
	~~information ~~		~~disclosure obligations ~~					~~and~~
	~~consciously~~		~~accept~~	~~the supervision of the~~
	~~shareholders and the ~~				~~Supervisory Board~~
	~~of the Bank, as well as the relevant~~
	~~securities~~		~~and~~	~~banking~~			~~regulatory~~
	~~authorities.~~

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No.	Original	Original	Article			New Article	New Article			Basis of Amendment
39	Chapter ~~10~~ ~~The~~ ~~Implementation~~ ~~of~~ ~~Resolutions of the~~Shareholders’~~General~~				Chapter 9 Post-meeting Matters of Shareholders’ Meeting					The articles in this chapter are consolidated and
	Meeting									improved, the original
										Articles 44, 45, 47, 70,	71
										and 72 are included in this
										chapter, and the original
										Article 93 of this chapter is
										included in the chapter	of
										“Voting and Resolution	of
										Shareholders’ Meeting”
40	New Article				The announcement shall specify the					Added according to Article
					number of	shareholders and proxies				39 of the Rules	for
					attending	the meeting,		the	total	Shareholders’ Meeting	of
					number of	voting shares held and the				Listed Companies (2022
					proportion	of the total number of				Edition)
					voting shares of the		Bank,	the voting
					method, the voting		results of		each
					proposal and the		details	of	each
					resolution passed.
41	(Original Article 96)									Amended with reference	to
										practice of peers and the
	~~The Board of Directors shall make a~~									actual situation of the Bank,
	~~special~~ ~~report~~ ~~to~~		~~the~~ ~~shareholders’~~							the relevant content	is
	~~general meeting on ~~		~~the implementation~~							included in the work reports
	~~of matters that the ~~		~~Board of Directors~~							of the Board of Directors
	~~shall handle regarding the resolutions of~~									and the Supervisory Board
	~~the~~ ~~previous~~ ~~shareholders’~~ ~~general~~
	~~meeting.~~ ~~If~~ ~~the~~	~~resolutions~~ ~~of~~		~~the~~
	~~shareholders’ general meeting cannot be~~
	~~implemented due to ~~		~~special reasons, ~~	~~the~~
	~~Board of Directors ~~		~~shall explain ~~	~~the~~
	~~reasons. The implementation of matters~~
	~~that the resolutions ~~	~~of the shareholders’~~
	~~general meeting require the Supervisory~~
	~~Board to implement shall be directly~~
	~~organized~~ ~~by~~ ~~the~~		~~chairman~~ ~~of~~	~~the~~
	~~Supervisory Board ~~	~~and reported to ~~		~~the~~
	~~shareholders’ general meeting by ~~			~~the~~
	~~Supervisory Board. ~~		~~If the Supervisory~~
	~~Board deems it necessary, it may also~~
	~~notify the Board of ~~	~~Directors first.~~

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APPENDIX II

No.	Original Article				New Article	New Article			Basis of Amendment	Basis of Amendment	Basis of Amendment	Basis of Amendment
42	(Original Article 97)	These	Rules		are	formulated		and	Amended	with	reference to
		amended		by	the Board of		Directors		practice	of	peers	and
	These Rules shall come into effect on the	and shall		come into effect on			the date of		according	to	the	actual
	date of approval by resolution of the	approval		by resolution			of	the	situation of the		Bank
	shareholders’ ~~general ~~meeting ~~and as an~~	shareholders’			meeting.
	~~appendix to the Articles of Association of~~
	~~the Bank~~.
43	(Original Article 99)								Amended	with	reference to
									practice	of	peers	and
	~~The~~ ~~announcement,~~ ~~notice~~ ~~or~~								according	to	the	actual
	~~supplementary~~ ~~notice~~ ~~of~~ ~~the~~								situation of the		Bank
	~~shareholders’ general meeting referred to~~
	~~herein shall refer to the publication of~~
	~~relevant information disclosure contents~~
	~~in the media that meet the conditions~~
	~~stipulated by the securities regulatory~~
	~~authority under the State Council and on~~
	~~the website of the stock exchange of the~~
	~~Bank’s listing place.~~

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THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF CHINA MINSHENG BANKING CORP., LTD. (AMENDED)

Chapter 1 General Provisions

Article 1 To clarify the meeting methods of the Board of Directors of China Minsheng Banking Corp., Ltd. (the “Bank”), standardize the meeting procedures, ensure that the Board of Directors of the Bank exercises its powers in accordance with the laws and regulations independently and in a standardized manner, and ensure the efficient operation and scientific decision-making of the Board of Directors, these Rules are hereby formulated in accordance with the Company Law of the People’s Republic of China (the “Company Law”), the Securities Law of the People’s Republic of China (the “Securities Law”), the Commercial Banking Law of the People’s Republic of China, the Code of Corporate Governance of Banking and Insurance Institutions, the Articles of Association of China Minsheng Banking Corp., Ltd. (the “Articles of Association of the Bank”), and other relevant laws, administrative regulations, departmental rules and normative documents.

Article 2 The Board of Directors shall be responsible to the shareholders’ meeting and shall perform its duties in accordance with the Company Law, the Securities Law, the Articles of Association of the Bank, these Rules, and other relevant laws, administrative regulations, departmental rules and normative documents.

Chapter 2 Categories of Meetings

Article 3 According to the laws, administrative regulations, departmental rules, normative documents and the Articles of Association of the Bank, the meetings of the Board of Directors are categorized into regular meetings and extraordinary meetings. The Board of Directors of the Bank formulates the annual meeting plan based on the annual work arrangement and holds at least four regular meetings each year, in principle once every quarter.

Article 4 Board meetings are categorized into decision-making meetings and nondecision-making meetings according to the nature of meetings.

(1) Decision-making meetings of the Board of Directors refer to meetings of the Board of Directors that are held in accordance with the procedures prescribed by the laws, administrative regulations, departmental rules, normative documents and the Articles of Association of the Bank, have clear proposals and must make resolutions;
(2) Non-decision-making meetings of the Board of Directors refer to meetings of the Board of Directors that are held in accordance with the duties of the Board of Directors and actual needs, study and discuss important matters, and are not required to make resolutions.

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Article 5 Board meetings are categorized into on-site meetings and written circulation meetings according to the way they are held.

(1) On-site meetings refer to meetings that can ensure communication and discussion among participants in real time on-site or through video and telephone conference, etc. On-site meetings are the basic form of Board meetings;
(2) On the premise that directors are fully aware of the situation and fully express their opinions, with the consent of the Chairman of the Board of Directors or the convener of the meeting, Board meetings may be held in the form of written circulation, and the Board of Directors shall make resolutions on the proposals through separate delivery for review or circulation for review. The meeting notice shall state the reasons for adopting written circulation and be in compliance with the provisions of these Rules.

Chapter 3 Decision-making Meetings

Section 1 Rules of the Meetings

Article 6 The decision-making meetings of the Board of Directors shall be held only if more than half of the directors are present. The decision-making meetings of the Board of Directors shall be attended by the directors themselves. If a director cannot attend the meeting in person for some reason, he or she shall ask for leave from the Board of Directors and explain the reason. At the same time, he or she shall review the meeting materials in advance, form a clear opinion, and authorize another director to attend on his or her behalf in writing. The power of attorney shall state:

(1) the names of the appointer and the appointee;
(2) the appointer’s voting intention and brief opinion on each proposal;
(3) the scope of the appointer’s authorization and the validity period, including whether the appointee has the right to vote on interim proposals;
(4) the appointer’s signature or seal, date, etc.

If other directors are entrusted to sign written confirmation opinions on periodic reports, special authorization shall be made in the power of attorney. The entrusted director shall submit a written power of attorney to the chairman of meeting and state the entrusted attendance in the attendance records. If a director neither attends the Board meeting in person nor entrusts a representative to attend, he or she shall be deemed to have waived his or her voting rights at the meeting.

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Article 7 The following principles shall be followed when entrusting and being entrusted to attend the decision-making meetings of the Board of Directors:

(1) When deliberating related-party transactions, non-related directors may not entrust related directors to attend on their behalf, and related directors may not accept authorization from non-related directors;
(2) Independent directors may not entrust non-independent directors to attend on their behalf, and non-independent directors may not accept authorization from independent directors;
(3) Directors may not fully entrust other directors to attend on their behalf without stating their personal opinions and voting intentions on the proposals, and directors may not accept full appointment with unclear authorization;
(4) In principle, a director may accept authorization from at most two directors who do not attend the meeting in person, and a director may not entrust another director who has accepted authorization from two other directors to attend on his or her behalf.

Article 8 When a director attending the meeting intends to leave the meeting for any reason, he or she shall explain the reason to the chairman and ask for leave. For the voting intention on the remaining resolutions, the director may vote by written registered ballot, or authorize another director to vote on his or her behalf in writing; if no authorization has been made, the director’s voting intention on the remaining resolutions shall be deemed to have abstained, but if he or she has made a valid vote before the voting deadline notified or determined by the meeting, the valid voting opinion shall prevail.

Article 9 The directors attending the meeting shall perform their duties faithfully and diligently in accordance with the laws, administrative regulations, departmental rules, normative documents and the Articles of Association of the Bank, and express their opinions independently, objectively and prudently based on a full understanding of the circumstances. Directors may obtain sufficient information through the following channels:

(1) Carefully read the relevant meeting materials before the meeting;
(2) Invite the relevant departments of the Bank to interpret and introduce the content of the proposals, and raise questions to the proposal presenter when necessary;

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(3) Directors may obtain information required for decision-making from the special committees of the Board of Directors (the “Special Committees”), the Chairman of the Board of Directors or the convener of the meeting, the president, the secretary to the Board of Directors and other senior management, accounting firms, law firms, the office of the Board of Directors, the secretarial agencies of the Special Committees and other relevant institutions and personnel before the meeting. The Bank shall provide convenience and assistance for directors to understand the relevant circumstances.

Article 10 In the following circumstances, directors shall abstain from voting on matters resolved by the Board of Directors:

(1) The director has a related relationship with the enterprise involved in the matters resolved by the Board of Directors;
(2) The director believes that he or she shall abstain from voting;
(3) Other circumstances where the director shall abstain from voting in accordance with the laws, administrative regulations, departmental rules, normative documents and the Articles of Association of the Bank.

In the event that a director abstains from voting, the Board meeting may be held with the attendance of more than half of the non-related directors, and a resolution must be agreed to by more than half of the non-related directors. If the number of non-related directors present at the meeting is fewer than three, no vote shall be taken on the relevant resolution, and the matter shall be submitted to the shareholders’ meeting for deliberation.

Article 11 A proposal that is not delivered to the directors within the prescribed time limit or is proposed during the Board meeting shall be an interim proposal. In principle, the decision-making meetings of the Board of Directors shall not make a resolution on an interim proposal that is not listed in the meeting notice.

If an interim proposal is proposed for special reasons and all directors of the Bank unanimously agree to waive the relevant requirements of the interim proposal procedure, such interim proposal may be considered and voted on.

Article 12 The decision-making meetings of the Board of Directors shall act strictly in accordance with the authorization of the shareholders’ meeting and the Articles of Association of the Bank, and shall not exceed the authority to consider, vote and form resolutions. The powers of the Board of Directors shall be exercised collectively by the Board of Directors. In principle, the powers of the Board of Directors stipulated in the Company Law shall not be delegated to the Chairman of the Board of Directors, directors, other institutions or individuals. If authorization is indeed necessary for certain specific decision-making matters, it shall be carried out in accordance with the laws through a resolution of the Board of Directors. Authorization shall be granted for each matter, and the powers of the Board of Directors shall not be delegated to other institutions or individuals in a general or permanent manner.

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Article 13 The procedures for proposing an extraordinary meeting of the Board of Directors are as follows:

(1) In any of the following circumstances, the Chairman of the Board of Directors shall convene and preside over an extraordinary meeting of the Board of Directors within ten days of receiving such proposal:
Proposed by shareholders representing more than one-tenth of the voting rights (including ordinary shareholders and holders of preference shares with restored voting rights);
Proposed by more than one-third of the directors;
Proposed by more than two independent directors;
Proposed by the Board of Supervisors;
Deemed necessary by the Chairman of the Board of Directors;
Proposed by the president;
Proposed by the regulatory authorities;
Other circumstances stipulated by the laws, administrative regulations, departmental rules, normative documents and the Articles of Association of the Bank.
(2) If a proposal is made to convene an extraordinary meeting of the Board of Directors in accordance with the preceding paragraph, a written proposal signed (stamped) by the proposing institution or individual shall be submitted to the Chairman of the Board of Directors. The written proposal shall state the following matters:
specific and clear proposal;
name of the proposing institution or individual;
reasons for the proposal or objective reasons on which the proposal is based;
time or time limit, venue and method of the proposed meeting;
contact information and date of proposal, etc.

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(3) If the Chairman of the Board of Directors believes that the content of the proposal is unclear or not specific or the relevant materials are insufficient, he or she may request the proposing institution or individual to modify and supplement.

Section 2 Proposals of Meetings

Article 14 Proposals for Board meetings include matters that clearly require consideration and voting, and matters that require reporting. The relevant matters shall be within the scope of powers of the Board.

Article 15 In principle, meeting proposals shall be put forward by the Special Committees. Proposals submitted by the Special Committees to the Board of Directors for study and deliberation shall be submitted in writing to the secretary to the Board of Directors, who shall ask the Chairman of the Board of Directors to convene a Board meeting to study the proposals.

Proposals that are not clearly within the scope of the powers of the Special Committees may be submitted directly to the Board of Directors for study and deliberation with the consent of the Chairman of the Board of Directors.

Article 16 The Special Committee that submits proposals to the decision-making meeting of the Board of Directors may, if necessary, communicate with other Special Committees or other directors on the content of the proposals, collect and keep feedback signed by directors, and organize the communication records of the proposals before the meeting.

Article 17 The Chairman of the Board of Directors shall confirm the proposals for the Board meeting. Before confirming the proposals for the Board meeting, the Chairman may seek the opinions of the president and other senior management. If necessary, the Chairman may first convene a non-decision-making meeting for full discussion, and then convene a decision-making meeting for deliberation and voting.

Article 18 After a proposal is delivered to the directors and before the Board meeting, if a director believes that the content of the proposal is unclear or not specific or the relevant materials are insufficient, he or she may request the proposing institution or individual to provide additional information or further explanation.

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Section 3 Notice of Meetings

Article 19 The notice of a decision-making meeting of the Board of Directors shall be issued by the Chairman of the Board of Directors. The meeting notice shall include at least the following contents:

(1) the time, venue, method and time limit of the meeting;
(2) the convener of the meeting;
(3) the meeting proposals;
(4) the contact person and contact information;
(5) the date of issuance of the notice;
(6) the requirement that the directors shall attend the meeting in person or entrust other directors to attend the meeting on their behalf.

Article 20 When convening a regular Board meeting, the meeting notice shall be delivered in writing to all directors, supervisors, the president and the secretary to the Board of Directors 14 days in advance, and the relevant meeting documents ten days in advance. When convening an extraordinary Board meeting, the meeting notice and meeting documents shall be delivered in writing to all directors, supervisors, the president and the secretary to the Board of Directors five days in advance.

Article 21 The notice of a decision-making meeting of the Board of Directors may be delivered by direct delivery, email, fax or other means. If the notice is delivered directly, the recipient shall sign or stamp on the delivery receipt, and the date of receipt by the recipient shall be the date of delivery; if the notice is sent by email or fax, the date of issuance shall be the date of delivery.

Article 22 After the notice of a decision-making meeting of the Board of Directors is issued, if there is a need to change the meeting time or venue or to add, change or cancel the meeting proposals to be considered and voted on, a written change notice shall be issued three days before the originally scheduled meeting, stating the change and the relevant content of the new proposals; if there are less than three days before the meeting, the consent of all attending directors shall be obtained and recorded properly.

Article 23 If an emergency situation requires an extraordinary meeting of the Board of Directors, a meeting notice may be issued at any time by telephone or other oral means. The directors shall actively cooperate, and the convener shall make an explanation at the meeting.

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The oral meeting notice shall at least include the contents of (1) and (3) of Article 19, as well as an explanation of the emergency situation requiring an extraordinary meeting of the Board of Directors.

Article 24 The Bank shall notify the regulatory authorities at least three working days in advance of any decision-making meeting of the Board of Directors. If the above time requirement cannot be met due to special circumstances, the Bank shall promptly notify the regulatory authorities and explain the reasons.

Section 4 Convening of Meetings and Voting

Article 25 A decision-making meeting of the Board of Directors shall be convened and presided over by the Chairman of the Board of Directors. If the Chairman is unable or fails to perform his or her duties, the vice chairman shall convene and preside over the meeting. If the Bank has two or more vice chairmen, the vice chairman jointly nominated by more than half of the directors shall convene and preside over the meeting. If the vice chairman is unable or fails to perform his or her duties, the director jointly nominated by more than half of the directors shall convene and preside over the meeting.

Article 26 The president and secretary to the Board of Directors of the Bank shall be present as non-voting delegates at the decision-making meetings of the Board of Directors. Supervisors may be present as non-voting delegates at the meetings, and the regulatory authorities may also send representatives to be present as non-voting delegates. Other senior management and relevant personnel and intermediary agencies may be present as non-voting delegates at the decision-making meetings of the Board of Directors with the consent of the Chairman of the Board of Directors or the chairman of meeting and without objection from other directors.

Article 27 When the decision-making meetings of the Board of Directors consider proposals and listen to relevant reports, the proposers or the proposal presenters designated by the Special Committees shall explain the content, formation process and background materials of the proposals as well as the written opinions formed during the communication with the directors before the meeting. The senior management in charge, the secretaries to the Special Committees and the heads of relevant departments may be required to be present as non-voting delegates at the meeting to listen to and inquire about the relevant situation. If necessary, the chairmen of the Special Committees shall explain the review opinions of the Special Committees at the meeting.

Article 28 For proposals that require prior approval from independent directors according to regulations, the chairman of meeting shall designate an independent director to read out the written opinions reached by the independent directors before voting on the relevant proposals.

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Article 29 The chairman of meeting shall ask the directors present to vote on the proposals at an appropriate time. Voting at the meeting shall adopt the form of one person one vote, one matter one proposal, and item by item. Directors shall not be asked to make only one vote on multiple matters.

Directors shall vote by written registered ballot, and voting intentions are categorized into for, against and abstention. If a director votes against or abstains, the reason thereof shall be indicated. The directors present shall choose one of the above intentions. If they do not make a choice or choose more than two voting intentions at the same time, the chairman of meeting shall ask the relevant directors to make another choice. Those who refuse to make a choice shall be deemed to have abstained.

Article 30 After the directors present at the meeting have completed their voting, the directors’ votes shall be collected in a timely manner and counted according to legal procedures, and the voting results shall be announced by the chairman of meeting.

For meetings held by written circulation, the Board resolutions shall be issued based on the valid votes actually received within the voting time limit. If a director votes after the prescribed voting time limit, his or her vote shall be deemed invalid and not counted. The secretary to the Board of Directors shall notify the directors of the voting results within five working days after the voting time limit.

Article 31 The resolutions of the Board of Directors must be approved by more than half of all directors. If the number of votes against and for is equal, the matter shall be submitted to the shareholders’ meeting for deliberation. If the laws, administrative regulations, departmental rules, normative documents and the Articles of Association of the Bank stipulate that the resolutions of the Board of Directors shall be approved by more than two-thirds of the directors, such provisions shall prevail. If there is a contradiction in the content and meaning of different resolutions, the resolution issued later shall prevail.

Article 32 Major matters of the Bank such as profit distribution plan, remuneration plan, major investment, major asset disposal plan, appointment or dismissal of senior management, capital replenishment plan, and matters to be considered by the Board of Directors involving major shareholders or directors that the Board of Directors deems to have major conflicts of interest shall not be voted by written circulation and shall be approved by more than two-thirds of the directors.

Article 33 When more than half of all directors or more than two independent directors believe that a proposal is unclear or not specific, or that they are unable to make a judgment on the resolution due to insufficient meeting materials or other reasons, they may jointly submit a written request to the Board of Directors to postpone the voting on the matter. The chairman of meeting shall announce the postponement of voting on the proposal, and the Board of Directors shall make clear requirements on the time and conditions to be met for the resubmission of the proposal for deliberation.

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When the attending directors have obvious disagreements on a proposal, the chairman of meeting may announce the postponement of voting on the proposal with the consent of more than half of all directors.

Article 34 For proposals that are not passed, unless there are significant changes in relevant conditions and factors, the decision-making meeting of the Board of Directors shall not consider proposals with the same content within one month thereafter.

Section 5 Minutes of Meetings and Post-meeting Matters

Article 35 The Bank shall record the proceedings of the on-site meetings of the Board of Directors by means of audio or video recording, etc.

Article 36 The Board of Directors shall record the decisions about the matters discussed at the on-site meetings in the minutes, which shall include the following contents:

(1) the date, venue and name of the convener of the meeting;
(2) the agenda of the meeting;
(3) the names of the directors attending the Board meeting and the names of the directors (proxies) attending on behalf of others;
(4) the main points made by the directors;
(5) the voting method and results of each resolution (the voting results shall state the number of votes for, against or abstained);
(6) other contents required to be recorded by the laws, administrative regulations, departmental rules and normative documents.

Article 37 The Bank shall send the draft minutes of the meeting to all attending directors for review and comments within a reasonable period of time, and the directors attending the on-site meeting and the secretary to the Board of Directors shall sign and confirm the minutes. If a director has different opinions on the minutes, he or she may add an explanatory note when signing. If necessary, he or she may report to the regulatory authorities in a timely manner, or make a public statement. If a director does not sign and confirm, or add an explanatory note for his or her different opinions, or report to the regulatory authorities, or make a public statement, he or she shall be deemed to fully agree with the contents of the minutes.

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The Bank shall issue the finalized minutes of the meeting for filing based on the review opinions of the directors, and the minutes shall be kept permanently.

Article 38 The Bank shall prepare meeting minutes in case of written circulation, stating the voting results of each voting item, and send the meeting minutes to all directors.

Article 39 The secretary to the Board of Directors shall perform the information disclosure obligations for the announcement of the Board resolutions in accordance with the relevant laws, administrative regulations, departmental rules, normative documents and the Articles of Association of the Bank.

Article 40 For the content of the Board meeting that needs to be kept confidential, participants and other informed persons must fulfill their confidentiality obligations in accordance with the laws. Violators shall be held accountable in accordance with the relevant laws, administrative regulations, departmental rules, normative documents and the relevant systems of the Bank.

Article 41 The Board of Directors shall establish a mechanism for tracking the implementation of resolutions. The Chairman of the Board of Directors shall supervise and check the implementation of the Board resolutions. The implementation of the Board resolutions shall be reported to the Board of Directors in a timely manner.

Article 42 The Bank shall prepare and keep the records of the Board meetings, including the meeting notices and directors’ receipts, meeting materials, attendance records, directors’ power of attorney, votes cast, minutes signed and confirmed by the attending directors or meeting minutes in case of written circulation, audio or video recordings, etc. Such records shall be kept by the secretary to the Board of Directors. The records of the Board meetings shall be kept permanently.

The minutes of the Board meetings, meeting minutes in case of written circulation, resolutions and other documents shall be submitted to the regulatory authorities in a timely manner after the meeting.

Article 43 The Bank shall establish a directors’ performance file, fully recording the directors’ attendance at the Board meetings, independent opinions and suggestions made and their adoption, the amount of time the directors work on-site or otherwise for the Bank, etc., as the basis for evaluating directors.

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Chapter 4 Non-decision-making Meetings

Article 44 The Bank shall establish a non-decision-making meeting system in order to build an exchange platform for all directors to share information, communicate and coordinate, study and discuss, and reach consensus, which is conducive to improving the decision-making efficiency, decision-making level and performance quality of the Board of Directors.

Article 45 Based on the principle of promoting democracy, non-decision-making meetings shall encourage attending directors to engage in full communication and discussion and actively express their personal views.

Article 46 The main scope of application of non-decision-making meetings is as follows:

(1) conveying the policies and requirements of the regulatory authorities;
(2) studying and discussing major issues related to the Bank’s development;
(3) organizing relevant training for directors to perform their duties;
(4) listening to the work reports of the Special Committees;
(5) other matters that the Chairman or the Board of Directors considers necessary to submit to all directors for communication.

Article 47 The Chairman of the Board of Directors shall draft an agenda for non-decision-making meeting. Before drafting the meeting agenda, the Chairman may seek the opinions of the chairmen of the Special Committees, the president and other directors, if necessary.

Article 48 Non-decision-making meetings shall be convened and presided over by the Chairman of the Board of Directors. If the Chairman is unable to perform his or her duties, the vice chairman shall convene and preside over the meeting.

Article 49 The Board of Directors shall issue a written notice when convening a non-decision-making meeting. The meeting notice may be delivered to all directors by direct delivery, email, fax or other means.

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Article 50 The meeting notice of a non-decision-making meeting shall at least include the following contents:

(1) time, venue and manner of convening the meeting;
(2) agenda of the meeting;
(3) contact person and contact information;
(4) date of issuance of the notice.

Article 51 Non-decision-making meetings shall be compiled separately and the proceedings shall be recorded in the form of meeting minutes.

Chapter 5 Supplementary Provisions

Article 52 In these Rules, “more than” shall include the given figures.

Article 53 In case of any matters not covered in these Rules or any conflict with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the Articles of Association of the Bank, the provisions of the laws, administrative regulations, departmental rules, normative documents and the Articles of Association of the Bank shall prevail.

Article 54 These Rules are formulated and amended by the Board of Directors and shall come into effect on the date of approval by ordinary resolution of the shareholders’ meeting.

Article 55 The right to interpret these Rules shall be vested in the Board of Directors of the Bank.

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COMPARISON TABLE FOR AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF CHINA MINSHENG BANKING CORP., LTD.

						Basis of	Basis of
No.	Article	Original Article	New Article		Amendment
1	12	The decision-making meetings of the	The decision-making meetings of the	Amended according
		Board of Directors shall act strictly in	Board of Directors shall act strictly in	to	Article 44 of			the
		accordance with the authorization of the	accordance with the authorization of the	Code		of Corporate
		shareholders’ ~~general ~~meeting and the	shareholders’ meeting and the Articles of	Governance				of
		Articles of Association of the Bank, and	Association of the Bank, and shall not	Banking				and
		shall not exceed the authority to consider,	exceed the authority to consider, vote and	Insurance
		vote and form resolutions. The powers of	form resolutions. The powers of the Board	Institutions
		the Board of Directors shall be exercised	of Directors shall be exercised collectively
		collectively by the Board of Directors. If	by the Board of Directors. In principle,
		authorization is indeed necessary for	the powers of the Board of Directors
		certain specific decision-making matters, it	stipulated inthe Company Law shall not
		shall be carried out in accordance with the	be delegated to the Chairman of the
		laws through a resolution of the Board of	Board of Directors, directors, other
		Directors. Authorization shall be granted	institutions or individuals. If
		for each matter, and the powers of the	authorization is indeed necessary for
		Board of Directors shall not be delegated to	certain specific decision-making matters, it
		other institutions or individuals in a	shall be carried out in accordance with the
		general or permanent manner.	laws through a resolution of the Board of
			Directors. Authorization shall be granted
			for each matter, and the powers of the
			Board of Directors shall not be delegated to
			other institutions or individuals in a
			general or permanent manner.
2	22	After the notice of a decision-making	After the notice of a decision-making	Descriptions
		meeting of the Board of Directors is issued,	meeting of the Board of Directors is issued,	improved according
		if there is a need to change the meeting	if there is a need to change the meeting	to		the	actual
		time or venue or to add, change or cancel	time or venue or to add, change or cancel	operations			of	the
		the meeting proposals, a written change	the meeting proposals to be considered	Bank
		notice shall be issued three days before the	and voted on, a written change notice shall
		originally scheduled meeting, stating the	be issued three days before the originally
		~~situation ~~and the relevant content of the new proposals; if there are less than three	scheduled meeting, stating the changeand the relevant content of the new proposals;
		days before the meeting, the consent of all	if there are less than three days before the
		attending directors shall be obtained and	meeting, the consent of all attending
		recorded properly.	directors shall be obtained and recorded
			properly.

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THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

				Basis of	Basis of
No.	Article	Original Article	New Article	Amendment
3	25	A decision-making meeting of the Board of	A decision-making meeting of the Board of	Amended according
		Directors shall be convened and presided	Directors shall be convened and presided	to Article 72	of the
		over by the Chairman of the Board of	over by the Chairman of the Board of	Company Law
		Directors. If the Chairman is unable or fails	Directors. If the Chairman is unable or fails
		to perform his or her duties, the vice	to perform his or her duties, the vice
		chairman shall convene and preside over	chairman shall convene and preside over
		the meeting. If the Bank has two or more	the meeting. If the Bank has two or more
		vice chairmen, the vice chairman jointly	vice chairmen, the vice chairman jointly
		nominated by more than half of the	nominated by more than half of the
		directors shall convene and preside over	directors shall convene and preside over
		the meeting. If the vice chairman is unable	the meeting. If the vice chairman is unable
		or fails to perform his or her duties, the	or fails to perform his or her duties, the
		director jointly nominated by more than	director jointly nominated by more than
		half of the directors shall convene and	half of the directors shall convene and
		preside over the meeting.	preside over the meeting.
4	29	…	…	Amended according
				to Rule 4.2.11	of the
		Directors shall vote by written registered	Directors shall vote by written registered	Listing Rules	of the
		ballot, and voting intentions are	ballot, and voting intentions are	Shanghai	Stock
		categorized into for, against and	categorized into for, against and	Exchange	(April
		abstention. The directors present shall	abstention. If a director votes against or	2024 Edition)
		choose one of the above intentions. If they	abstains, the reason thereof shall be
		do not make a choice or choose more than	indicated. The directors present shall
		two voting intentions at the same time, the	choose one of the above intentions. If they
		chairman of meeting shall ask the relevant	do not make a choice or choose more than
		directors to make another choice. Those	two voting intentions at the same time, the
		who refuse to make a choice shall be	chairman of meeting shall ask the relevant
		deemed to have abstained.	directors to make another choice. Those
			who refuse to make a choice shall be
			deemed to have abstained.

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THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

						Basis of
No.	Article	Original Article	New Article			Amendment
5	36	The Board of Directors shall record the	The Board of Directors shall record the		Amended according
		decisions about the matters discussed at the	decisions about the matters discussed	at the	to Article 123 of		the
		on-site meetings in the minutes, which	on-site meetings in the minutes, which		Guidelines		for
		shall include the following contents:	shall include the following contents:		Articles			of
					Association			of
		(1) the ~~session and time~~, venue~~, method~~ and ~~chairman ~~of the meeting;	(1) the date, venue and name of the convener of the meeting;		Listed Companies
		(2) the agenda of the meeting;	(2) the agenda of the meeting;
		(3) ~~directors’~~ ~~attendance,~~ ~~delegated~~ ~~attendance,~~ ~~absence,~~ ~~and~~ ~~non-voting~~ ~~delegates;~~	(3) the names of the directors attending the Board meeting and the names of the directors (proxies) attending on behalfof others;
		~~(4) the issuance of meeting notice;~~
			(4) the main points made by the directors;
		(~~5)~~ the main points made by the directors;
			(5) the voting method and results of each
		(~~7)~~ the voting method and results of each	resolution (the voting results shall state the
		resolution (the voting results shall state the	number of votes for, against or abstained);
		number of votes for, against or abstained~~,~~
		~~and the names of directors voting against~~ ~~or abstaining~~);	(6) other contents required to be recorded by the laws, administrative regulations, departmental rules and normative
		~~(8) other matters which the attending~~	documents.
		~~directors deem necessary to record;~~
		(~~9)~~ other contents required to be recorded
		by the laws, regulations, rules and
		normative documents.
6	42	…	…		Amended according
					to	Article 7 of	the
		The minutes of the Board meetings,	The minutes of the Board meetings,		Code of Corporate
		meeting minutes in case of written	meeting minutes in case of written		Governance			of
		circulation, resolutions and other	circulation, resolutions and	other	Banking		and
		documents shall be submitted to the	documents shall be submitted to the		Insurance
		regulatory authorities ~~within 30 days ~~after the meeting.	regulatory authorities in a timely manner after the meeting.		Institutions

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				Basis of	Basis of
No.	Article	Original Article	New Article	Amendment
7	44	The Bank shall establish a non-decision-	The Bank shall establish a non-decision-	Descriptions
		making meeting system ~~to improve the~~ ~~decision-making~~ ~~efficiency,~~ ~~decision-~~	making meeting system in order to build an exchange platform for all directors to	improved according to the actual
		~~making level and performance quality of~~	share information, communicate and	operations	of	the
		~~the Board of Directors of the Bank. Fully~~	coordinate, study and discuss, and reach	Bank
		~~playing the role of the Special Committees~~ ~~of the Board of Directors, the non-~~	consensus, which is conducive to improving the decision-making
		~~decision-making~~ ~~meetings~~ build an exchange platform for all directors to share	efficiency, decision-making level and performance quality of the Board of
		information, communicate and coordinate,	Directors.
		study and discuss, and reach consensus.

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APPENDIX IV

THE RULES OF PROCEDURE FOR THE BOARD OF SUPERVISORS OF CHINA MINSHENG BANKING CORP., LTD. (AMENDED)

Chapter 1 General Provisions

Article 1 To standardize the meeting methods and the meeting procedures of the Board of Supervisors of China Minsheng Banking Corp., Ltd. (the “Bank”), and improve the meeting efficiency of the Board of Supervisors, these Rules are hereby formulated in accordance with the Company Law of the People’s Republic of China (the “Company Law”), other relevant laws, regulations, rules, normative documents, the securities regulations of the place where the Bank is listed, and the Articles of Association of China Minsheng Banking Corp., Ltd. (the “Articles of Association”).

Article 2 The Board of Supervisors is the supervisory body of the Bank. It shall perform its duties strictly in accordance with the Company Law, the securities regulations of the place where the Bank is listed, the Articles of Association and these Rules. It shall be responsible to the shareholders’ meeting of the Bank, exercise its supervisory power independently, and protect the interests of shareholders and the Bank and other legitimate rights and interests from being infringed.

The Board of Supervisors of the Bank conducts its proceedings through the meetings of the Board of Supervisors.

Chapter 2 Categories of Meetings

Article 3 The meetings of the Board of Supervisors are divided into resolution meetings and non-resolution meetings according to the content and nature of meetings. (Unless otherwise specified below, the meaning of “meetings of the Board of Supervisors” refers to meetings of the Board of Supervisors comprising both resolution meetings and non-resolution meetings)

(1) A resolution meeting of the Board of Supervisors refers to a meeting of the Board of Supervisors that is convened in accordance with the legal procedures set forth in the Articles of Association, with formal proposals, and for making resolutions on proposals in accordance with the regulations;
(2) A non-resolution meeting of the Board of Supervisors refers to a meeting of the Board of Supervisors that is convened in accordance with the duties and work needs of the Board of Supervisors to study and discuss important supervisory matters and work of the Board of Supervisors without a need to making resolutions.

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Article 4 The resolution meetings of the Board of Supervisors are divided into regular meetings and extraordinary meetings according to the time requirements to convene such meetings.

(1) Regular meetings of the Board of Supervisors shall be convened at least four times a year. The main proposals are to review the Bank’s regular financial reports, work reports of the Board of Supervisors, work plans of the Board of Supervisors, systems of the Board of Supervisors and various supervision reports, etc. The meeting time shall be determined in accordance with the financial report disclosure requirements of the Bank and the relevant regulations;
(2) Extraordinary meetings of the Board of Supervisors shall be convened as necessary to mainly review extraordinary and unexpected matters within the scope of duties of the Board of Supervisors. Under any of the following circumstances, the chairman of the Board of Supervisors shall convene an extraordinary meeting of the Board of Supervisors within five working days:
proposed by the chairman of the Board of Supervisors;
proposed by more than one-third of the supervisors;
proposed by the regulatory authorities.

Article 5 Meetings of the Board of Supervisors are divided into on-site and off-site meetings according to the way they are convened.

The basic form of meetings of the Board of Supervisors is on-site meetings. On-site meetings refer to meetings that are convened on-site, via video conference, telephone, etc., to ensure instant communication and discussion among participants. On the premise of ensuring that supervisors are fully informed and can express their opinions, except when reviewing annual reports and important confidential proposals which shall adopt on-site meetings, meetings on other proposals may be convened off-site based on the specific circumstances and with the consent of the chairman (presider) of the Board of Supervisors.

Chapter 3 Notice of Meetings

Article 6 The notice of meetings of the Board of Supervisors shall be signed by the chairman of the Board of Supervisors. The meeting notice shall include the following contents:

(1) the date, time and place of the meeting;
(2) the time limit of the meeting;

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APPENDIX IV

(3) the method of convening the meeting;
(4) the content and agenda of the meeting;
(5) the convener or presider of the meeting, the proposer of the meeting and his or her written proposal;
(6) materials necessary for the meeting;
(7) the date when the meeting notice is issued;
(8) other matters.

Article 7 For regular meetings of the Board of Supervisors, written notice and meeting documents shall be sent to all supervisors ten days before the meeting. For extraordinary meetings, written notice and meeting documents shall be sent to all supervisors within five days before the meeting.

When there is a change of session of the Board of Supervisors, the first meeting of the new session of Board of Supervisors shall be held on the day when the shareholders’ meeting of the Bank completes the election of supervisors, in order to elect the chairman and vice chairman of the Board of Supervisors and determine the personnel structure of the special committees under the Board of Supervisors. The meeting notice may be approved and jointly signed by more than one-third of the newly elected supervisors before the meeting.

The office of the Board of Supervisors shall, in accordance with the requirements of regular meetings and extraordinary meetings, submit written meeting notices and meeting documents stamped with the seal of the Board of Supervisors to all supervisors before the meeting by means of direct delivery, fax, email or other methods. Meeting documents that cannot be sent with the notice shall be stated in the notice, and sent to all supervisors before the meeting.

Article 8 After the meeting notice of the Board of Supervisors is issued, if it is necessary to change the meeting time, place, etc., or to add, reduce, change or cancel the agenda items, a written change notice shall be issued three days before the meeting to explain the situation. If it is less than three days before the meeting, the meeting date shall be postponed accordingly or held as scheduled upon consent of all supervisors present at the meeting.

Article 9 When an emergency situation requires an immediate extraordinary meeting of the Board of Supervisors, the meeting notice may be issued at any time by telephone or other verbal means. The supervisors shall assist and cooperate, and the meeting convener shall explain at the meeting.

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APPENDIX IV

Chapter 4 Rules and Procedures of Resolution Meetings of the Board of Supervisors

Article 10 A resolution meeting of the Board of Supervisors must be attended by more than two-thirds of the supervisors.

Article 11 A resolution meeting of the Board of Supervisors shall be attended by the supervisors in person. If a supervisor is unable to attend the meeting for any reason, he or she shall apply for leave to the Board of Supervisors and explain the reason. At the same time, he or she shall review the meeting materials in advance, form his or her own clear opinions on the relevant proposals and agenda, and entrust other supervisors in writing to attend on his or her behalf. The power of attorney shall specify:

(1) the names of the appointer and the person being entrusted;
(2) the opinions of the appointer on each proposal;
(3) the scope of authorization by the appointer, the validity period and the explanation of his or her voting intention on the proposals;
(4) the signature of the appointer and the date, etc.

To entrust other supervisor to sign a written confirmation of periodic reports on his or her behalf, the supervisor shall make special authorization in the power of attorney. The entrusted supervisor shall submit the written power of attorney to the chairman of meeting and state the entrusted attendance in the meeting attendance book.

Supervisors attending a meeting on behalf of others shall exercise the rights of supervisors within the scope of authorization. If a supervisor fails to attend a meeting of the Board of Supervisors and does not entrust a representative to attend, he or she shall be deemed to have given up his or her right to vote at the meeting.

Article 12 Entrustment to attend meetings of the Board of Supervisors shall comply with the following principles:

(1) External supervisors shall entrust other external supervisors to attend on their behalf;
(2) Supervisors shall not entrust other supervisors to attend on their behalf with full authority without stating their personal opinions and voting intentions on the proposals;
(3) Supervisors shall not accept an entrustment with unclear authorization unless the meeting does not make a resolution on the relevant proposal;
(4) A supervisor shall not accept an entrustment from more than 2 supervisors, nor shall a supervisor entrust another supervisor who has already accepted entrustment from 2 other supervisors to attend on their behalf.

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Article 13 If a supervisor attending a meeting withdraws from it for any reason, he or she shall explain the reason to the chairman of meeting and ask for leave. For voting intentions that have not yet been voted on, he or she shall entrust another supervisor in writing to act on his or her behalf. Failure to entrust in writing shall be deemed as an abstention.

Article 14 If a supervisor fails to attend two consecutive meetings in person and does not entrust another supervisor to attend on his or her behalf, he or she shall be deemed to be unable to perform his or her duties. The Board of Supervisors shall submit a request to the shareholders’ meeting or recommend the meeting of representatives of employees to replace him or her. If an external supervisor attends fewer than two-thirds of the total number of meetings of the Board of Supervisors in person within a year, the Board of Supervisors shall submit a request to the shareholders’ meeting for removal.

Article 15 When convening a resolution meeting of the Board of Supervisors, if necessary, directors, senior management or heads of the relevant departments may be notified to be present at the meeting as non-voting delegates to explain the situation and answer questions. Without the consent of the chairman of the Board of Supervisors or the chairman of meeting, no other person may be present at a meeting of the Board of Supervisors as a non-voting delegate.

Article 16 The agenda of a resolution meeting of the Board of Supervisors shall be determined by the chairman of the Board of Supervisors. Proposals submitted to the Board of Supervisors for discussion and deliberation by the special committees under the Board of Supervisors shall be submitted to the Board of Supervisors in the form of proposals after being considered and approved by the special committees under the Board of Supervisors in advance. The proposals together with the relevant materials shall be submitted to the chairman of the Board of Supervisors for determination, before the chairman of the Board of Supervisors decides when to convene a meeting of the Board of Supervisors for deliberation.

If the content of a proposal is incomplete or immature, the chairman of the Board of Supervisors may recommend the chairman of the special committee to organize a full discussion among the supervisors before re-submitting it to a meeting of the Board of Supervisors for review and voting.

Article 17 In case of an extraordinary proposal requiring an extraordinary meeting of the Board of Supervisors to be convened, the proposal procedures and specific requirements are as follows:

(1) If proposed by the chairman of the Board of Supervisors and the regulatory authorities, it shall be held as an extraordinary meeting, and the content and requirements of meeting shall be organized according to the requirements of the proposer.

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(2) If proposed by more than one-third of the supervisors, the proposal requirements are as follows:
a clear proposal, the content of which shall fall within the scope of powers of the Board of Supervisors stipulated in the Articles of Association of the Bank;
the name of the proposer;
the proposed time, time limit and manner of the meeting.
(3) The chairman of the Board of Supervisors shall organize and convene an extraordinary meeting of the Board of Supervisors within five working days after receiving the proposal or request from the regulatory authorities.
(4) According to the division of duties of the special committees under the Board of Supervisors, the chairman of the Board of Supervisors may approve extraordinary proposals to the corresponding special committee, the chairman of which shall then organize and convene a committee meeting to study the content of the proposals and express opinions at the extraordinary meeting of the Board of Supervisors.

Article 18 The meeting of the Board of Supervisors shall be convened and presided over by the chairman of the Board of Supervisors. If the chairman of the Board of Supervisors is unable or fails to perform his or her duties for any reason, the vice chairman of the Board of Supervisors shall convene and preside over the meeting. If the Bank has two or more vice chairmen, the vice chairman jointly elected by more than half of the supervisors shall perform the duties. If the vice chairman of the Board of Supervisors is unable or fails to perform his or her duties for any reason, more than half of the supervisors shall jointly elect a supervisor to convene and preside over the meeting of the Board of Supervisors.

Article 19 When each agenda item is considered at a resolution meeting of the Board of Supervisors, the chairman of meeting or the submitter of the proposal shall explain the relevant agenda item at the meeting, and the attending supervisors may fully express their personal opinions. In case of different opinions on a certain proposal, supervisors may reserve their personal opinions. Whether the proposal is passed or not shall ultimately be decided when the chairman puts forward the proposal to a vote.

Proposals that fail to obtain approval by more than two-thirds of the supervisors shall not be resolved at the meeting.

Article 20 The office of the Board of Supervisors, being the administrative body of the Board of Supervisors, is responsible for the organization and coordination of meetings of the Board of Supervisors. Before the meeting, it is responsible for arranging the meeting agenda, preparing meeting documents, sending meeting materials, organizing and arranging the meeting, drafting meeting resolutions and compiling meeting minutes. When the meeting is being held, it is responsible for keeping on-site meeting minutes and assisting the chairman in counting votes.

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APPENDIX IV

Chapter 5 Rules and Procedures of Non-Resolution Meetings of the Board of Supervisors

Article 21 Non-resolution meetings of the Board of Supervisors are mainly held on site.

Article 22 Non-resolution meetings of the Board of Supervisors must be attended by more than half of the supervisors. Supervisors who are unable to attend for any reason shall apply for leave to the chairman of the Board of Supervisors or the convener of meeting and explain the reasons. Supervisors who are unable to attend the meeting in person may put forward relevant opinions on the meeting agenda in writing. Supervisors’ attendance at non-resolution meetings shall be included in the annual performance evaluation of supervisors.

Article 23 The main contents of non-resolution meetings of the Board of Supervisors include (but are not limited to):

(1) Study and discuss non-resolution items of the Board of Supervisors and important non-resolution reports;
(2) Communicate with external intermediaries responsible for auditing the financial reports of the Bank and listen to reports on audit matters;
(3) When necessary, listen to reports by the management on operating conditions, risk status, implementation of relevant resolutions of the Board of Directors and performance of duties by senior management;
(4) Training of supervisors, and invite experts to give special reports on regulatory policies, corporate governance and work requirements for the Board of Supervisors;
(5) Other matters deemed necessary by the Board of Supervisors for communication among all supervisors.

Article 24 Non-resolution meetings of the Board of Supervisors shall be archived in the form of meeting minutes and no resolutions shall be made at the meetings.

Article 25 The basic contents and agenda of non-resolution meetings of the Board of Supervisors shall be determined by the chairman of the Board of Supervisors. The chairman of the Board of Supervisors may, when necessary, seek opinions from the chairmen of the special committees under the Board of Supervisors or other supervisors before formulating the contents and agenda of meetings.

Article 26 Non-resolution meetings of the Board of Supervisors shall be convened and presided over by the chairman of the Board of Supervisors. The chairman of the Board of Supervisors may entrust the vice chairman or other supervisors to convene and preside over the meetings.

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Article 27 A written notice shall be issued when convening a non-resolution meeting of the Board of Supervisors. The content and other requirements of such notice are basically the same as those of the notice of a resolution meeting of the Board of Supervisors. Meeting notices may be sent to all supervisors by direct delivery, fax, email or other means.

Chapter 6 Resolutions of Meetings

Article 28 When voting on proposals of the Board of Supervisors, on the premise of ensuring that the supervisors may fully express their opinions, resolutions may be made through voting at an on-site meeting or written circulation. A resolution formed by written circulation shall be faxed to the Board of Supervisors after being signed and confirmed by the supervisors, and the original signed votes shall be mailed back to the Board of Supervisors. Upon the receipt of the official resolution documents, such resolution shall have the same effect as a resolution passed by voting at an on-site meeting. When the Board of Supervisors considers the annual reports of the Bank and important confidential proposals, written circulation shall not be adopted.

Article 29 The resolution of the Board of Supervisors must be passed by more than two-thirds of all supervisors. The voting results at an on-site meeting shall be announced on the spot by the chairman of meeting. For a resolution formed by written circulation, the voting results shall be informed by means of communication. In case of conflicts in the content and meaning of different resolutions, the resolution formed later shall prevail.

Article 30 The resolution meeting of the Board of Supervisors shall adopt the principle of voting item by item on matters under review. In other words, after a proposal has been considered and the chairman believes that the proposal may be put to a vote, voting shall begin. If the previous proposal has not been voted on, the next proposal shall not be voted on.

Each supervisor shall have the right to vote one vote.

The resolution meeting of the Board of Supervisors shall not make resolution on extraordinary proposals that are not included in the meeting agenda.

Article 31 For proposals or draft resolutions included in the meeting agenda that require voting, if a majority of the supervisors disagree on the contents of proposals or draft resolutions during deliberation before the vote, the proposals or draft resolutions shall be modified before being voted on.

Article 32 The chairman of meeting shall timely propose to vote on a proposal with the supervisors attending the meeting. Supervisors’ voting intentions are categorized into for, against and abstain.

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If a supervisor does not vote or chooses more than two voting intentions, the chairman of meeting shall ask him or her to re-select, otherwise he or she shall be deemed to have abstained.

Article 33 When the chairman of meeting announces a vote, the staff of the office of the Board of Supervisors shall record the voting results of supervisors on the spot, compile statistics according to legal procedures, and make records accordingly.

Article 34 The voting results of resolution meetings of the Board of Supervisors shall be calculated in the following manner:

(1) For meetings where resolutions are made through on-site voting, voting shall be conducted by show of hands, registered voting, expressing opinions by telephone or video conference, etc. The voting results of supervisors who express opinions by telephone or video conference shall be calculated according to on-site online voting. If necessary, a lawyer shall be engaged to witness and confirm the results one by one, and calculate the number of attendees and the number of voting intentions. After the meeting, the attending supervisors shall submit a written confirmation letter;
(2) For meetings where resolutions are made by written circulation, the supervisors participating in the voting shall send or fax the written voting intentions to the designated person in the office of the Board of Supervisors within the prescribed period. The votes cast by supervisors after the voting time limit prescribed by the meeting shall be deemed invalid and shall not be counted. The staff of the office of the Board of Supervisors shall report the voting results to the chairman of the Board of Supervisors or the chairman of meeting on the next working day after the prescribed voting time limit, and report the same to all supervisors.

Article 35 The decisions or resolutions made by the Board of Supervisors must meet the following conditions:

(1) Comply with the relevant national laws and administrative regulations, and do not prejudice the legitimate rights and interests of shareholders and the Bank;
(2) The matters decided shall not exceed the scope of powers of the Board of Supervisors granted by the Company Law and the Articles of Association.

Article 36 For resolutions reached at the resolution meetings of the Board of Supervisors, the chairman of the Board of Supervisors shall designate a supervisor or the office of the Board of Supervisors to be responsible for the specific implementation or supervision of the implementation, as appropriate, and record the relevant implementation status and report the same to the Board of Supervisors.

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APPENDIX IV

Chapter 7 Meeting Minutes and Post-meeting Matters

Article 37 No matter how the resolution meeting of the Board of Supervisors is held, all resolutions made at the meeting must be signed and confirmed by the supervisors who shall bear responsibility for the Board of Supervisors. However, if it is proved that a supervisor has expressed his or her objection during the voting and the same has been recorded in the meeting minutes, such supervisor may be exempted from liability.

At meetings where resolutions are made by written circulation, each supervisor shall sign the voting intention form and fax the same (the original copy to be sent separately) to the office of the Board of Supervisors, which shall be responsible for archiving.

Article 38 The resolution meeting of the Board of Supervisors held on-site shall have detailed meeting minutes, and the entire process may be recorded by video, audio and text as necessary.

Article 39 The meeting minutes of the Board of Supervisors shall be recorded on-site by staff arranged by the office of the Board of Supervisors. The meeting minutes shall record the following contents:

(1) the date, time and place of meeting;
(2) the manner in which the meeting is held and the session of meeting;
(3) the chairman and attendees of meeting;
(4) the names of attending supervisors and the names of entrusted representatives attending the meeting;
(5) the meeting agenda;
(6) the key points of speech made by the supervisors;
(7) the voting method and voting results for each resolution matter (the voting results shall indicate each supervisor’s expression of agreement, opposition or abstention), etc.

The audio and video recordings of the meeting shall be archived together with other meeting materials.

Article 40 At the conclusion of the meeting of the Board of Supervisors, the office of the Board of Supervisors shall be responsible for consolidating the meeting minutes of the Board of Supervisors, which shall be signed by the attending supervisors and record-keeping personnel. The meeting minutes shall be completed within the prescribed time and kept together with the signature book of the attending supervisors. The meeting resolutions and minutes, as well as audio and video recordings, shall be kept as the archives of the Bank by the office of the Board of Supervisors. The meeting minutes shall be kept permanently.

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If the meeting minutes cannot be compiled readily at the conclusion of the meeting for any reason, the personnel in charge of the meeting minutes may consolidate after the meeting, and send the consolidated minutes to all supervisors for comments. If a supervisor finds that the minutes of the Board of Supervisors fail to record his or her speech accurately, he or she may request for correction by sending his or her opinions to the personnel in charge of record-keeping. The revised minutes shall be signed by the attending supervisors. Otherwise, the same may be signed and confirmed by the attending supervisors at the next meeting of the Board of Supervisors.

Article 41 If a supervisor expresses objection to a proposal of a resolution of the Board of Supervisors, in addition to recording such objection in the minutes of the Board of Supervisors, the supervisor may separately prepare and submit a written explanation of such objection.

Supervisors have the right to request some explanatory record of their speeches at the meetings in the minutes.

Article 42 The meeting resolutions and minutes of the Board of Supervisors shall be sent to the superior regulatory authorities, the Chairman of the Board of Directors, the vice chairman of the Board of Directors, the president, the vice president, the financial person-incharge, the secretary to the Board of Directors of the Bank or the relevant departments or personnel at the request of the chairman of the Board of Supervisors.

Article 43 Supervisors shall conscientiously perform their duties, attend the meetings of the Board of Supervisors on time, carefully read the meeting documents in advance, and fully express their personal opinions on the agenda during the meetings in accordance with the meeting procedures or the instructions given by the chairman of meeting.

The attendance of supervisors at meetings shall be included in the performance evaluation of supervisors.

Article 44 Supervisors shall strictly abide by the confidentiality provisions. Supervisors shall properly keep the meeting documents. Resolutions reached at the meetings of the Board of Supervisors shall not be disclosed to other parties before announcements are made.

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Chapter 8 Supplementary Provisions

Article 45 In these Rules, “more than” shall include the given figures.

Article 46 In case of any matters not covered in these Rules or any conflict with the provisions of relevant laws, regulations, rules, normative documents and the Articles of Association, the provisions of the laws, regulations, rules, normative documents and the Articles of Association shall prevail.

Article 47 The right to interpret these Rules shall be vested in the Board of Supervisors of the Bank.

Article 48 These Rules shall take effect from the date of approval by the shareholders’ meeting of the Bank, and the relevant rules originally formulated shall become invalid.

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APPENDIX IV

COMPARISON TABLE FOR AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF SUPERVISORS OF CHINA MINSHENG BANKING CORP., LTD.

							Basis of
No.	Article	Original Article			New Article		Amendment
1	18	The meeting of the Board of Supervisors			The meeting of the Board of Supervisors		Amended according
		shall be convened and presided over by the			shall be convened and presided over by the		to Article 130 of the
		chairman of the Board of Supervisors. If			chairman of the Board of Supervisors. If		Company Law
		the chairman of the Board of Supervisors is			the chairman of the Board of Supervisors is
		unable or fails to perform his or		her duties	unable or fails to perform his or her duties
		for any reason, the vice chairman of the			for any reason, the vice chairman of the
		Board of Supervisors shall convene and			Board of Supervisors shall convene and
		preside over the meeting. If the		Bank has	preside over the meeting. If the Bank has
		two or more vice chairmen,		the vice	two or more vice	chairmen, the vice
		chairman jointly elected	by more than half		chairman jointly elected by more than half
		of the supervisors shall perform the duties.			of the supervisors shall perform the duties.
		If the vice chairman	of the	Board of	If the vice chairman of the Board of
		Supervisors is unable or fails to perform			Supervisors is unable or fails to perform
		his or her duties for any	reason, more than		his or her duties for any reason, more than
		half of the supervisors shall jointly elect a			half of the supervisors shall jointly elect a
		supervisor to convene and preside over the			supervisor to convene	and preside over the
		meeting of the Board of	Supervisors.		meeting of the Board	of Supervisors.

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NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING FOR 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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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)

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING FOR 2024

NOTICE IS HEREBY GIVEN that the first extraordinary general meeting for 2024 (the “ EGM ”) of China Minsheng Banking Corp., Ltd. (the “ Bank ”) will be held at 10:00 a.m. on Friday, 25 October 2024 at Conference Room No. 3, 1/F, Minsheng Bank East Gate, No. 28 Xirongxian Lane, Xicheng District, Beijing, the PRC, for the consideration and, if thought fit, passing of the following resolutions (special resolution is marked by *):

Resolution on the Interim Profit Distribution Plan for 2024 of the Bank
Resolution on the Termination of Appointment of the Auditing Firms for 2024 of the Bank
Resolution on the Appointment and Remuneration of the Auditing Firms for 2024 of the Bank
*Resolution on the Amendments to the Articles of Association of the Bank
Resolution on the Amendments to the Rules of Procedure for the Shareholders’ General Meeting of the Bank
Resolution on the Amendments to the Rules of Procedure for the Board of Directors of the Bank
Resolution on the Amendments to the Rules of Procedure for the Board of Supervisors of the Bank

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NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING FOR 2024

CLOSURE OF REGISTER OF MEMBERS

By Order of the Board CHINA MINSHENG BANKING CORP., LTD. Gao Yingxin Chairman

2 October 2024

As at the date of this notice, the Executive Directors of the Bank are Mr. Gao Yingxin, Mr. Wang Xiaoyong and Mr. Zhang Juntong; the Non-Executive Directors are Mr. Zhang Hongwei, Mr. Liu Yonghao, Mr. Shi Yuzhu, Mr. Song Chunfeng and Mr. Zhao Peng; and the Independent Non-executive Directors are Mr. Qu Xinjiu, Ms. Wen Qiuju, Mr. Song Huanzheng, Mr. Yeung Chi Wai, Jason, Mr. Cheng Fengchao and Mr. Liu Hanxing.

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NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING FOR 2024

Notes:

Any member of the Bank entitled to attend and vote at the EGM 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 Bank. 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.
Shareholders of the Bank 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 EGM (i.e. not later than 10:00 a.m. on Thursday, 24 October 2024) in order for such documents to be valid. Completion and delivery of the form of proxy shall not preclude a member of the Bank from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
Shareholders who intend to attend the EGM (in person or by proxy) shall complete and deliver the reply slip of EGM to Computershare Hong Kong Investor Services Limited or the office of the Board of the Bank by hand, post or fax on or before Monday, 21 October 2024.
Shareholders shall produce their identification documents when attending the EGM.
If a proxy attends the EGM 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 EGM, such representative shall produce his/her identification document and the notarized copy of the resolution passed by the board of directors or other authority or other notarized copy of any authorization documents issued by such corporate Shareholder.
The EGM is expected to last for half a day. Shareholders who attend the EGM (in person or by proxy) shall bear their own travelling, accommodation and other expenses.
For details of the relevant resolutions, please refer to the circular of the Bank dated 2 October 2024.
References to times and dates of this notice are to Hong Kong times and dates.

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AI assistant

China Minsheng Banking Corp., Ltd. — Proxy Solicitation & Information Statement 2024

50324_rns_2024-09-30_7e7c90ac-4e05-414c-990c-36608b41930c.pdf

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

AND

DEFINITIONS

DEFINITIONS

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

(Stock Code: 01988)

Members of the Board:

Registered Address:

INTRODUCTION

1. Interim Profit Distribution Plan for 2024

Taxation

Profit Distribution to Investors of Southbound Trading

2. Termination of Appointment of the Auditing Firms for 2024

3. Appointment and Remuneration of the Auditing Firms for 2024

4. Amendments to the Articles of Association

5. Amendments to the Rules of Procedure for the Shareholders’ General Meeting

6. Amendments to the Rules of Procedure for the Board of Directors

7. Amendments to the Rules of Procedure for the Board of Supervisors

CLOSURE OF REGISTER OF MEMBERS

LETTER FROM THE BOARD

VOTING BY POLL AT EGM

RECOMMENDATION

ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. (AMENDED)

CONTENTS

Chapter 1 General Provisions

Chapter 2 Objectives and Scope of Business

Chapter 3 Shares and Registered Capital

Chapter 4 Capital Reduction and Share Repurchase

Chapter 5 The Party Organization (Party Committee)

Chapter 6 Rights and Obligations of Shareholders

APPENDIX I ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

APPENDIX I

APPENDIX I

APPENDIX I ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

Chapter 7 Shareholders’ Meeting

Section 1 General

APPENDIX I ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

Section 2 Convening of Shareholders’ Meeting

Section 3 Proposal and Notice of Shareholders’ Meeting

Section 4 Convening of Shareholders’ Meeting

Section 5 Voting and Resolution of Shareholders’ Meeting

Chapter 8 Special Procedures for the Voting of Class Shareholders

Chapter 9 The Board of Directors

Section 1 Directors

APPENDIX I

APPENDIX I ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

Section 2 Independent Directors

APPENDIX I

Section 3 The Board of Directors

APPENDIX I

Section 4 Special Committees of the Board of Directors

APPENDIX I ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

Section 5 The Chairman

Chapter 10 President

Chapter 11 Secretary to the Board of Directors

Chapter 12 Supervisory Board

Section 1 Supervisor

Section 2 Supervisory Board

Section 3 Resolution of the Supervisory Board

Chapter 13 Qualifications and Obligations of Directors, Supervisors, President and Other Senior Management Personnel

Chapter 14 Financial and Accounting System, Profit Distribution and Audit

Section 1 Financial and Accounting System

APPENDIX I

Section 2 Profit Distribution

Section 3 Internal Audit

Chapter 15 Engagement of Accounting Firms

Chapter 16 Merger and Division

Chapter 17 Dissolution and Liquidation

APPENDIX I

Chapter 18 Amendments to the Articles of Association

Chapter 19 Notice and Announcement

Chapter 20 Supplementary Provisions

Article 291 Definitions:

APPENDIX I ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD. AND COMPARISON TABLE FOR AMENDMENTS

COMPARISON TABLE FOR AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD.

THE RULES OF PROCEDURE FOR THE SHAREHOLDERS’ MEETING OF CHINA MINSHENG BANKING CORP., LTD. (AMENDED)

Chapter 1 General Provisions

China Minsheng Banking Corp., Ltd. Proxy Solicitation & Information Statement 2024