China Minsheng Banking Corp., Ltd. — Proxy Solicitation & Information Statement 2025

Jun 5, 2025

中国民主银行
CHINA MINSHENG BANK

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)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING FOR 2024

TO BE HELD ON THURSDAY, 26 JUNE 2025

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

I/We^{(Note 3)}

of^{(Note 3)}

being the shareholder(s) of China Minsheng Banking Corp., Ltd. (the "Bank"), hereby appoint the Chairman of the Meeting

or^{(Note 4)}

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting for 2024 of the Bank (the "AGM" or the "Meeting") to be held at 10:00 a.m. on Thursday, 26 June 2025 at Conference Room No. 3, 1/F, Minsheng Bank East Gate, No. 28 Xirongxian Lane, Xicheng District, Beijing, the PRC, and at any adjournment thereof as indicated hereunder in respect of the resolutions set out in the Bank's Notice of the AGM for 2024 of the Bank dated 6 June 2025 ("Notice of AGM"), and, if no such indication is given, as my/our proxy thinks fit (special resolutions are marked with *).

RESOLUTIONS		For^{(Note 5)}	Against^{(Note 5)}	Abstain^{(Note 5)}
1.	The resolution regarding the annual report for 2024 of the Bank
2.	The resolution regarding the final financial report for 2024 of the Bank
3.	The resolution regarding the proposed profit distribution plan for 2024 of the Bank
4.	The resolution regarding the authorization for interim profit distribution for 2025 of the Bank
5.	The resolution regarding the annual budgets for 2025 of the Bank
6.	The resolution regarding the work report of the Board for 2024 of the Bank
7.	The resolution regarding the work report of the Board of Supervisors for 2024 of the Bank
8.	The resolution regarding the report of remuneration of Directors for 2024 of the Bank
9.	The resolution regarding the report of remuneration of Supervisors for 2024 of the Bank
10.	The resolution regarding the re-appointment and remuneration of the auditing firms for 2025
11.	The resolution regarding the authorization of liability insurance for Directors, Supervisors and senior management
12.	The resolution regarding the related party transactions with Dajia Insurance Group Co., Ltd.
13.	*The resolution regarding the amendments to the Articles of Association
14.	The resolution regarding the amendments to the Rules of Procedure for the Shareholders' Meeting
15.	The resolution regarding the amendments to the Rules of Procedure for the Board of Directors
16.	* The resolution regarding the cancellation of the Board of Supervisors
17.	The resolution regarding the election of Mr. Zheng Haiyang as a non-executive Director

Date: 2025

Signature^{(Note 6)};

Notes:

Important: You should first review the circular to which the AGM relates dated 6 June 2025 before appointing the proxy.

1. Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Bank registered in your name(s).
2. Please also insert the type of shares (A shares or H shares) to which this form of proxy relates.
3. Please insert the full name(s) (in Chinese or in English) and address(es) (as recorded in the register of members of the Bank) in BLOCK LETTERS.
4. If any proxy other than the Chairman of the Meeting is preferred, delete the words "the Chairman of the Meeting or" and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend the AGM and vote in his stead. A proxy need not be a shareholder of the Bank. If more than one proxy is so appointed, the appointment shall specify the number and type of shares in respect of which each proxy is so appointed. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALED BY THE PERSON WHO MONE IT.
5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED "ABSTAIN". The shares abstained will be counted in the calculation of the required majority. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. A person entitled to more than one vote shall not be required to use all his/her votes or cast all the votes he/she uses in the same way. In the event that all such votes are not cast in the same way, please state the relevant number of shares in the appropriate box(es) above. Unless you have indicated otherwise in this revised form of proxy, your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the Notice of AGM and Supplemental Notice of AGM.
6. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must either be executed under seal or under the hand of a director or an attorney duly authorized to sign the same. If this form of proxy is signed by an attorney of the appointee, the power of attorney authorizing that attorney to sign, or other document of authorization, must be notarized.
7. Where there are joint holders of any shares, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the AGM, either personally or by proxy, then one of the said persons so present whose name stands first in the register of members in respect of such shares shall alone be entitled to vote in respect thereof.
8. To be valid, for holders of H shares, the above documents must be delivered to Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong within the same time limit.
9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM in person. In such event, the instrument appointing a proxy shall be deemed to be revoked.
10. Shareholders or their proxies attending the AGM shall produce their identification documents.
11. References to times and dates in this form of proxy are to Hong Kong times and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

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