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

Jun 5, 2025

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.

中国民主银行

CHINA MINSHENG BANK

中国民主银行股份有限公司

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 ANNUAL GENERAL MEETING FOR 2024

NOTICE IS HEREBY GIVEN that the annual general meeting for 2024 (the “AGM”) of China Minsheng Banking Corp., Ltd. (the “Bank”) will 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, for the consideration and, if thought fit, passing of the following resolutions (special resolutions are marked by *):

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

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1. The resolution regarding the related party transactions with Dajia Insurance Group Co., Ltd.

2. *The resolution regarding the amendments to the Articles of Association

3. The resolution regarding the amendments to the Rules of Procedure for the Shareholders' Meeting

4. The resolution regarding the amendments to the Rules of Procedure for the Board of Directors

5. *The resolution regarding the cancellation of the Board of Supervisors

6. The resolution regarding the election of Mr. Zheng Haiyang as a non-executive Director

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Bank will be closed from Monday, 23 June 2025 to Thursday, 26 June 2025 (both days inclusive), during which period no transfer of Shares will be effected. For unregistered H Shareholders who intend to attend the AGM, 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 Friday, 20 June 2025. H Shareholders whose names appear on the register of members of the Bank on Thursday, 26 June 2025 will be entitled to attend and vote at the AGM.

The register of members of the Bank will be closed from Thursday, 3 July 2025 to Tuesday, 8 July 2025 (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, 2 July 2025. H Shareholders whose names appear on the register of members of the Bank on Tuesday, 8 July 2025 will be entitled to receive the dividend (subject to the approval by Shareholders at the AGM).

By order of the Board

CHINA MINSHENG BANKING CORP., LTD.

Gao Yingxin

Chairman

6 June 2025

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. Liu Yonghao, Mr. Shi Yuzhu, Mr. Song Chunfeng, Mr. Zhao Peng and Mr. Liang Xinjie; 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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Notes:

1. Any member of the Bank entitled to attend and vote at the AGM 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.

2. 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 AGM (i.e. not later than 10:00 a.m. on Wednesday, 25 June 2025) 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.

3. Shareholders who intend to attend the AGM (in person or by proxy) shall complete and deliver the reply slip of AGM to Computershare Hong Kong Investor Services Limited or the office of the Board of the Bank by hand, post or fax on or before Friday, 20 June 2024.

4. Shareholders shall produce their identification documents when attending the AGM.

5. If a proxy attends the AGM 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 AGM, 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.

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

7. For details of the relevant resolutions, please refer to the Bank's annual report for 2024 published on 22 April 2025 and the circular dated 6 June 2025.

8. References to times and dates of this notice are to Hong Kong times and dates.