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.

中国民生银行
CHINA MINSHENG BANK

中国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)

ANNUAL REPORT FOR 2024
FINAL FINANCIAL REPORT FOR 2024
PROPOSED PROFIT DISTRIBUTION PLAN FOR 2024
AUTHORIZATION FOR INTERIM PROFIT DISTRIBUTION FOR 2025
ANNUAL BUDGETS FOR 2025
WORK REPORT OF THE BOARD FOR 2024
WORK REPORT OF THE BOARD OF SUPERVISORS FOR 2024
REPORT OF REMUNERATION OF DIRECTORS FOR 2024
REPORT OF REMUNERATION OF SUPERVISORS FOR 2024
RE-APPOINTMENT AND REMUNERATION OF THE
AUDITING FIRMS FOR 2025
AUTHORIZATION OF LIABILITY INSURANCE FOR DIRECTORS,
SUPERVISORS AND SENIOR MANAGEMENT
RELATED PARTY TRANSACTIONS WITH DAJIA INSURANCE
GROUP CO., LTD.
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
AMENDMENTS TO THE RULES OF PROCEDURE FOR THE
SHAREHOLDERS' MEETING
AMENDMENTS TO THE RULES OF PROCEDURE FOR THE
BOARD OF DIRECTORS
CANCELLATION OF THE BOARD OF SUPERVISORS
ELECTION OF MR. ZHENG HAIYANG AS A NON-EXECUTIVE DIRECTOR
AND
NOTICE OF THE ANNUAL GENERAL MEETING FOR 2024

The Bank will convene the AGM 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. Notice convening the AGM has been published on the website (www.hkexnews.hk) of the Hong Kong Stock Exchange pursuant to the Hong Kong Listing Rules on 5 June 2025.

If you intend to appoint a proxy to attend the AGM, 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 AGM (i.e. not later than 10:00 a.m. on Wednesday, 25 June 2025) in person or by post. Completion and return of the form of proxy will not preclude you from attending the AGM and voting in person if you so wish.

If you intend to attend the AGM 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 Friday, 20 June 2025.

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

6 June 2025

CONTENTS

Page

DEFINITIONS 1

LETTER FROM THE BOARD 3

Annual Report for 2024 5
Final Financial Report for 2024 5
Proposed Profit Distribution Plan for 2024 5
Authorization For Interim Profit Distribution for 2025 8
Annual Budgets for 2025 9
Work Report of the Board for 2024 10
Work Report of the Board of Supervisors for 2024 10
Report of Remuneration of Directors for 2024 10
Report of Remuneration of Supervisors for 2024 11
Re-appointment and Remuneration of the Auditing Firms for 2025 12
Authorization of Liability Insurance for Directors, Supervisors and Senior Management 13
Related Party Transactions with Dajia Insurance Group Co., Ltd. 13
Amendments to the Articles of Association 16
Amendments to the Rules of Procedure for the Shareholders' Meeting 16
Amendments to the Rules of Procedure for the Board of Directors 17
Cancellation of the Board of Supervisors 17
Election of Mr. Zheng Haiyang as a Non-Executive Director 18

APPENDIX I COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION 21

APPENDIX II COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURE FOR THE SHAREHOLDERS' MEETING 45

APPENDIX III COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS 59

NOTICE OF THE ANNUAL GENERAL MEETING FOR 2024 63

DEFINITIONS

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

“A Shareholder(s)”
holder(s) of A Share(s)

“A Share(s)”
domestic ordinary Share(s) of RMB1.00 each issued by the Bank which is/are subscribed for by domestic investors and are listed for trading on the SSE (stock code: 600016)

“AGM”
the annual general meeting of the Bank for 2024 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 or any adjournment thereof, the notice of which is set out in this circular

“Articles of Association”
the articles of association of the Bank

“Bank” or “China Minsheng Banking” or “Minsheng Banking”
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

“cash dividend”
proposed payment of cash dividend of RMB0.62 (tax inclusive) for every 10 Shares to the A Shareholders and the H Shareholders whose names appear on the registers of members of the Bank as at the close of business on the respective record date

“Company Law”
the Company Law of the People’s Republic of China

“CSRC”
the China Securities Regulatory Commission (中國證券監督管理委員會)

“Director(s)”
the director(s) of the Bank

“Group”
the Bank and its subsidiaries

DEFINITIONS

“H Shareholder(s)”	holder(s) of H Share(s)
“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
“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
“Latest Practicable Date”	4 June 2025, being the latest practicable date for ascertaining certain information contained in this circular
“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
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
“Shareholder(s)”	holder(s) of the Share(s)
“Share(s)”	the ordinary Share(s) of the Bank, including A Share(s) and H Share(s)
“SSE”	the Shanghai Stock Exchange
“Supervisor(s)”	the supervisor(s) of the Bank
“Rules of Procedure for the Shareholders’ Meeting”	The Rules of Procedure for the Shareholders’ Meeting of China Minsheng Banking Corp., Ltd.
“Rules of Procedure for the Board of Directors”	The Rules of Procedure for the Board of Directors of China Minsheng Banking Corp., Ltd.

LETTER FROM THE BOARD

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)

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. Liu Yonghao
Mr. Shi Yuzhu
Mr. Song Chunfeng
Mr. Zhao Peng
Mr. Liang Xinjie

Independent Non-executive Directors:
Mr. Qu Xinjiu
Ms. Wen Qiuju
Mr. Song Huanzheng
Mr. Yeung Chi Wai, Jason
Mr. Cheng Fengchao
Mr. Liu Hanxing

6 June 2025

To the Shareholders

Dear Sir or Madam,

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 (special resolutions are marked with *) to be proposed at the AGM for the following issues:

The resolution regarding the annual report for 2024 of the Bank
The resolution regarding the final financial report for 2024 of the Bank
The resolution regarding the proposed profit distribution plan for 2024 of the Bank
The resolution regarding the authorization for interim profit distribution for 2025 of the Bank
The resolution regarding the annual budgets for 2025 of the Bank
The resolution regarding the work report of the Board for 2024 of the Bank
The resolution regarding the work report of the Board of Supervisors for 2024 of the Bank
The resolution regarding the report of remuneration of Directors for 2024 of the Bank
The resolution regarding the report of remuneration of Supervisors for 2024 of the Bank
The resolution regarding the re-appointment and remuneration of the auditing firms for 2025
The resolution regarding the authorization of liability insurance for Directors, Supervisors and senior management
The resolution regarding the related party transactions with Dajia Insurance Group Co., Ltd.
*The resolution regarding the amendments to the Articles of Association
The resolution regarding the amendments to the Rules of Procedure for the Shareholders' Meeting
The resolution regarding the amendments to the Rules of Procedure for the Board of Directors

LETTER FROM THE BOARD

*The resolution regarding the cancellation of the Board of Supervisors
The resolution regarding the election of Mr. Zheng Haiyang as a non-executive Director
Annual Report for 2024

Please refer to the annual report for 2024 issued by the Bank.

This resolution has been considered and approved at the Board meeting held on 28 March 2025 and is hereby proposed to the AGM as an ordinary resolution for consideration and approval.

Final Financial Report for 2024

Please refer to the financial report set out in the annual report for 2024 of the Bank.

This resolution has been considered and approved at the Board meeting held on 28 March 2025 and is hereby proposed to the AGM as an ordinary resolution for consideration and approval.

Proposed Profit Distribution Plan for 2024

Please refer to the annual report for 2024 of the Bank (H Shares) for details of the proposed profit distribution plan for 2024.

According to relevant laws and regulations, regulatory requirements, and the Articles of Association, and based on the audited financial statements for 2024, the Bank proposes the following profit distribution plan for 2024:

In line with relevant provisions of the Company Law, 10% of the Bank's net profit of RMB30,830 million for 2024, being RMB3,083 million, was allocated to the statutory surplus reserve;
According to relevant provisions of the Administrative Measures for the Provision of Reserves of Financial Enterprises (金融企業準備金計提管理辦法), a general provision of RMB3,719 million, representing 1.5% of the balance of the risky assets of the Bank as at the end of 2024, was made;
Having considered various factors including the capital adequacy ratio required by the regulatory authorities, the sustainable development of business of the Bank and interim profit distribution, the Bank proposes to distribute to the A Shareholders and the H Shareholders whose names appear on the registers as at the record dates a cash dividend of RMB0.62 (tax inclusive, the same as below) for every 10 Shares being held. Based on the number of Shares of the Bank issued as of 31 December 2024,

LETTER FROM THE BOARD

being 43,782 million Shares, the total cash dividend paid was RMB2,714 million. Together with the total interim cash dividend paid for 2024 of RMB5,692 million (a cash dividend of RMB1.30 for every 10 Shares), a total cash dividend of RMB8,406 million (a cash dividend of RMB1.92 for every 10 Shares) will be paid for the whole year of 2024, representing 30.04% of the net profit attributable to ordinary Shareholders of the Bank on the Group basis for 2024, which amounts to RMB27,980 million.

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 dates. The cash dividend will be denominated and declared in RMB, and will be paid in RMB to A Shareholders and in HK dollars to H Shareholders. 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 AGM.

The cash dividend is expected to be paid to H Shareholders on 5 August 2025.

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 implementation 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 they do not wish to have the 10% enterprise income tax withheld and paid on their 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.

LETTER FROM THE BOARD

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.

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 for the investors of H Shares of Southbound Trading 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: Shanghai-Hong 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[2014]81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.
7 -

LETTER FROM THE BOARD

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[2016]127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 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.

This resolution has been considered and approved at the Board meeting held on 28 March 2025 and is hereby proposed to the AGM as an ordinary resolution for consideration and approval. The proposed profit distribution plan for 2024 shall be subject to the approval of the Shareholders at the AGM.

4. Authorization for Interim Profit Distribution for 2025

In accordance with the Guidelines for the Supervision of Listed Companies No. 3 – Cash Dividends for Listed Companies (Revised in 2023) (CSRC Announcement [2023] No. 61) («上市公司監管指引第3號 – 上市公司現金分紅(2023年修訂)》(中國證券監督管理委員會公告[2023]61號)) and the relevant provisions of the Articles of Association, it is proposed that the Board shall be authorized on the shareholders' general meeting to decide on the interim profit distribution plan for 2025 in accordance with the resolution of the shareholders' general meeting, subject to the conditions for profit distribution. The relevant circumstances are set out below:

(1) Conditions for Interim Profit Distribution

Based on the reviewed half-year financial report for 2025 and after reasonable consideration of the business performance for the current period, the Bank will distribute the interim dividends for 2025 when there are distributable half-year profits in 2025.

(2) Interim Profit Distribution Ratio

The total amount of interim profit distribution dividends for 2025 shall account for no lower than 10% and no higher than 30% of the Group's net profit attributable to the Banks's ordinary Shareholders realized in the current period.

LETTER FROM THE BOARD

This resolution has been considered and approved at the Board meeting held on 28 March 2025 and is hereby proposed to the AGM as an ordinary resolution for consideration and approval.

5. Annual Budgets for 2025

(1) Additional fixed asset investment budget

The additional fixed asset investment budget of the Group is RMB3.548 billion (excluding fixed assets held under operating lease). Details are as follows:

A. Properties and buildings

It is expected that properties and buildings for 2025 will be increased by RMB2.137 billion. This is primarily attributable to the reclassification of completed projects ready for use as fixed assets, encompassing the Shunyi Phase II project as well as the buildings for the Fuzhou, Harbin, Urumqi branches.

B. Operating equipment

It is expected that operating equipment for 2025 will be increased by RMB452 million, which will be used mainly for the purchase of business equipment and office facilities, etc.

C. Transportation equipment

It is expected that transportation equipment for 2025 will be increased by RMB22 million, which will be used mainly for the purchase of vehicles for office purpose, etc.

D. Technical equipment

It is expected that technical equipment for 2025 will be increased by RMB937 million, which will be used mainly for the purchase of technical equipment.

The flexibility to reallocate funds between categories within the above annual budget is requested so as to meet reasonable and essential requirements.

(2) The regulatory requirements of major regulatory indicators such as capital adequacy ratio has been fulfilled

This resolution has been considered and approved at the Board meeting held on 28 March 2025 and is hereby proposed to the AGM as an ordinary resolution for consideration and approval.

LETTER FROM THE BOARD

6. Work Report of the Board for 2024

Please refer to the relevant part in the annual report for 2024 of the Bank for the main content of the work report of the Board for 2024. This resolution has been considered and approved at the Board meeting held on 24 March 2025 and is hereby proposed to the AGM as an ordinary resolution for consideration and approval.

7. Work Report of the Board of Supervisors for 2024

Please refer to the relevant part in the annual report for 2024 of the Bank for the main content of the work report of the Board of Supervisors for 2024. This resolution has been considered and approved at the meeting of the Board of Supervisors held on 28 March 2025 and is hereby proposed to the AGM as an ordinary resolution for consideration and approval.

8. Report of Remuneration of Directors for 2024

In accordance with regulatory requirements and relevant systems of the Bank, the remuneration paid of Directors for 2024 is reported as follows:

Unit: RMB10 thousand

Name	Position	Annual Fees	Special Committee Allowances	Conference Fees and Research Fees	Remuneration Paid in 2024 (before tax)
Gao Yingxin	Chairman	70.00	4.00	–	74.00
Liu Yonghao	Vice Chairman	72.00	6.00	21.50	99.50
Wang Xiaoyong	Vice Chairman	20.00	–	–	20.00
Shi Yuzhu	Director	60.00	6.00	21.50	87.50
Song Chunfeng	Director	60.00	7.50	24.00	–
Zhao Peng	Director	40.00	4.00	15.00	59.00
Qu Xinjiu	Independent Director	50.00	10.00	28.50	88.50
Wen Qiuju	Independent Director	50.00	14.00	35.00	99.00
Song Huanzheng	Independent Director	50.00	15.00	33.50	98.50
Yeung Chi Wai, Jason	Independent Director	50.00	11.00	36.50	97.50
Cheng Fengchao	Independent Director	40.00	9.00	28.50	77.50
Liu Hanxing	Independent Director	35.00	9.75	29.50	74.25
Zhang Juntong	Director	20.00	–	–	20.00
Zhang Hongwei	Former Vice Chairman	72.00	6.00	21.50	67.50
Lu Zhiqiang	Former Vice Chairman	36.00	1.50	10.00	47.50
Zheng Wanchun	Former Vice Chairman	18.00	1.50	–	19.50
Wu Di	Former Director	30.00	4.50	14.00	48.50
Weng Zhenjie	Former Director	30.00	4.50	15.50	50.00

– 10 –

LETTER FROM THE BOARD

Name	Position	Annual Fees	Special Committee Allowances	Conference Fees and Research Fees	Remuneration Paid in 2024 (before tax)
Yang Xiaoling	Former Director	30.00	1.50	7.50	39.00
Xie Zhichun	Former Independent Director	15.00	3.00	10.50	28.50
Peng Xuefeng	Former Independent Director	10.00	1.50	5.00	16.50
Yuan Guijun	Former Director	15.00	1.50	–	16.50

Notes: 1. Details of Directors’ positions for the year are set out in the Annual Report for 2024 of China Minsheng Banking Corp., Ltd.;
2. Zhang Hongwei, a former Vice Chairman, has not received remuneration of Directors since September 2024;
3. Zhao Peng, a Director, has no longer received remuneration of Directors since September 2024;
4. Song Chunfeng, a Director, has not received remuneration of Directors for 2024;
5. Remuneration of executive Directors shown in the above table does not include operation and management remuneration.

This resolution has been considered and approved at the Board meeting held on 28 March 2025 and is hereby proposed to the AGM as an ordinary resolution for consideration and approval.

9. Report of Remuneration of Supervisors for 2024

In accordance with regulatory requirements and relevant systems of the Bank, the remuneration paid of Supervisors for 2024 is reported as follows:

Unit: RMB10 thousand

Name	Position	Annual Fees	Special Committee Allowances	Conference Fees	Remuneration Paid in 2024 (before tax)
Weng zhenjie	Vice Chairman of the Board of Supervisors	28.80	3.00	11.00	42.80
Wu Di	Shareholder Supervisor	24.00	3.00	11.00	38.00
Lu Zhongnan	External Supervisor	48.00	6.00	28.50	82.50
Li Yu	External Supervisor	48.00	6.00	27.50	81.50
Long Ping	Employee Supervisor	24.00	–	–	24.00

LETTER FROM THE BOARD

Name	Position	Annual Fees	Special Committee Allowances	Conference Fees	Remuneration Paid in 2024 (before tax)
Zhang Juntong	Former Chairman of the Board of Supervisors and Former Employee Supervisor	18.00	1.50	–	19.50
Yang Yu	Former Vice Chairman of the Board of Supervisors and Former Employee Supervisor	43.20	1.00	–	44.20
Wang Yugui	Former External Supervisor	12.00	1.50	5.00	18.50
Zhao Fugao	Former External Supervisor	24.00	3.00	16.50	–
Zhang Liqin	Former External Supervisor	24.00	1.50	14.50	40.00
Gong Zhijian	Former Employee Supervisor	20.00	1.25	–	21.25

Notes: 1. Details of Supervisors' positions for the year are set out in the Annual Report for 2024 of China Minsheng Banking Corp., Ltd.;
2. Zhao Fugao, a Supervisor, has not received remuneration of Supervisors for 2024;
3. Remuneration of employee Supervisors shown in the above table does not include operation and management remuneration.

This resolution has been considered and approved at the meeting of the Board of Supervisors held on 28 March 2025 and is hereby proposed to the AGM as an ordinary resolution for consideration and approval.

10. Re-appointment and Remuneration of the Auditing Firms for 2025

KPMG Huazhen LLP and KPMG (collectively referred to as “KPMG”) are the audit institutions appointed by the Bank for financial reporting for 2024. 2024 is the first year that KPMG has provided external audit services to the Bank.

In accordance with the Articles of Association, the Administrative Measures for the Selection and Appointment of Auditing Firms, the Terms of Reference for the Audit Committee of the Board, and regulatory requirements, the Audit Committee of the Board assessed the auditing services performed by the auditing firms for the year, and concluded that KPMG completed the 2024 audits with high quality in line with the auditing standards, and also provided valuable recommendations and suggestions for improving the Bank's internal controls and financial reporting quality, reflecting a high level of professional expertise. In accordance with the relevant provisions of the Administrative Measures for the Selection and Appointment of Auditing Firms, the firm meets the requirements for re-appointment.

LETTER FROM THE BOARD

The Board proposed to re-appoint KPMG Huazhen LLP and KPMG as the auditing institutions of the Bank for financial reporting for 2025 with a term of one year. The audit services fee for 2025 will be RMB9.81 million, including value added tax and various charges such as training and travelling expense. The service scope includes auditing for annual financial reports (domestic and overseas), reviewing for interim report, agreed-upon-procedure for quarterly financial reports, auditing for internal control and other services.

This resolution has been considered and approved at the Board meeting held on 28 March 2025 and is hereby proposed to the AGM as an ordinary resolution for consideration and approval.

11. Authorization of Liability Insurance for Directors, Supervisors and Senior Management

Pursuant to the relevant requirements under the Code of Corporate Governance for Listed Companies issued by the CSRC and other regulations, the Bank purchases liability insurance for its Directors, Supervisors and senior management on an annual basis (“Liability Insurance for Directors, Supervisors and Senior Management”).

To further enhance the Bank’s risk management mechanism, facilitate Directors, Supervisors and senior management in fully performing their duties, reduce operational risks, and safeguard the interests of stakeholders, the Bank will continue to maintain Liability Insurance for Directors, Supervisors and Senior Management, and propose to the shareholders’ general meeting for the authorization to determine and handle matters relating to such insurance by the Board. Upon approval of the authorization by the shareholders’ general meeting, the Board will further delegate its authority to the management to decide on the renewal or re-purchase of the Liability Insurance for Directors, Supervisors and Senior Management, provided that the new insurance plan is not inferior to the current one in overall terms, and report the same to the Compensation and Remuneration Committee of the Board for filing.

This plan will take effect from the date of approval by the shareholders’ general meeting and will remain valid for five years.

This resolution has been considered and approved at the Board meeting held on 24 March 2025 and is hereby proposed to the AGM as an ordinary resolution for consideration and approval.

12. Related Party Transactions with Dajia Insurance Group Co., Ltd.

Pursuant to the Measures for the Administration of Related Party Transactions of Banking and Insurance Institutions, the Rules on Information Disclosure and Preparation by Companies Issuing Securities Publicly No.26 – Special Provisions on Information Disclosure of Commercial Banks (《公開發行證券的公司信息披露編報規則第26號-商業銀行信息披露特別規定》), the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, the

13 -

LETTER FROM THE BOARD

Guidelines of the Shanghai Stock Exchange on Self-Regulation of Listed Companies No. 5 – Transactions and Related Party Transactions, and other regulatory requirements, as well as the Articles of Association and the Administrative Measures on Related Party Transactions of China Minsheng Banking Corp., Ltd. and relevant internal rules, upon reasonable estimate of the daily related party transactions between the Bank and Dajia Insurance Group Co., Ltd. (“Dajia Insurance”) and its affiliated companies, an application is hereby submitted for approval of the following:

The related party transaction amount with Dajia Insurance and its affiliated companies is approved at RMB60 billion (inclusive of existing unmatured credit services), including RMB31 billion of credit related party transactions and estimated RMB29 billion of non-credit related party transactions and with a validity period of 2 years.

(1) Overview of Related Party Transactions

An application is hereby submitted for the approval of the related party transaction amount of RMB60 billion with Dajia Insurance and its group of affiliated companies (inclusive of existing unmatured credit services), with a validity period of two years, effective from the date of approval by the shareholders’ general meeting. The amount for credit related party transactions amounts to RMB31 billion, including a maximum credit limit and utilisation cap of RMB4.8 billion for general corporate business, and a maximum credit limit and utilisation cap of RMB26.2 billion for financial institutions. The estimated amount for non-credit related party transactions (such as deposits) amounts to RMB29 billion, including deposits, entrusted or agency sales, custody services, online payment services, and integrated services and other non-credit services that comply with regulatory requirements. Integrated services include property leasing, insurance services, property management services, management consultancy, magazine subscription services, etc.

The related party transaction amount subject to approval with Dajia Insurance and its group of affiliated companies represents 10.95% of the Bank’s audited net assets attributable to ordinary Shareholders of the Bank as at the end of 2024 and 8.38% of the Bank’s unaudited net capital as at the end of the first quarter of 2025. Pursuant to the Administrative Measures on Related Party Transactions of China Minsheng Banking Corp., Ltd., the related party transactions shall be submitted to the shareholders’ general meeting for approval.

(2) Introduction of Related Parties

Dajia Life Insurance Co., Ltd. holds 7,810,214,889 Shares of the Bank, or 17.84%. Dajia Insurance is the controlling shareholder of Dajia Life Insurance Co., Ltd., and an affiliated legal entity of the Bank.

14 -

LETTER FROM THE BOARD

China Insurance Security Fund Co., Ltd. (a state-owned enterprise, mainly engaged in fund-raising, management and operation of insurance and protection funds, monitoring and evaluation of insurance industry risks, participation in insurance business risk disposal, management and disposal of foreclosed assets, and other businesses approved by the State Council), Shanghai Automotive Industry Corporation (Group) (its actual controller is State-owned Assets Supervision and Administration Commission of Shanghai Municipal Government) and China Petrochemical Corporation (its actual controller is the State-owned Assets Supervision and Administration Commission of the State Council) hold 98.23%, 1.22% and 0.55% of the shares in Dajia Insurance respectively. The main business of Dajia Insurance includes investment in and holding of shares of insurance institutions and other financial institutions, supervision and management of various domestic and international businesses of holding and investment enterprises, investment business and insurance fund application business permitted under the PRC laws and regulations, insurance businesses approved by former CBIRC, and other businesses approved by former CBIRC and relevant national authorities.

(3) Pricing Policy of Related Party Transactions

The Bank conducts related party transactions with Dajia Insurance and its affiliated companies on commercial principles and on terms no better than those for similar transactions with non-related parties. The interest rate of each product/business under the related party transactions is not lower than the average pricing standard of the industry in the same period, which is in line with the relevant regulatory requirements and the relevant provisions of the Bank's related party transaction management.

(4) Impact of Related Party Transactions

The related party transactions are normal business conducted by the Bank for legitimate business purposes and have no material adverse impact on the normal business activities and financial position of the Bank.

Independent opinion of the independent Directors of the Bank: The related party transactions are normal business of the Bank, the transaction plan is in compliance with general commercial principles and relevant laws and regulations and regulatory requirements of the place where the Bank is listed, the approval procedures are in compliance with relevant laws and regulations, regulatory requirements and the Articles of Association, the Administrative Measures on Related Party Transactions of China Minsheng Banking Corp., Ltd. and other system provisions, the transactions are fair, and no circumstances are found to be detrimental to the legitimate rights and interests of the Bank or the Bank's Shareholders.

This resolution has been considered and approved at the Board meeting held on 28 March 2025 and is hereby proposed to the AGM as an ordinary resolution for consideration and approval.

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LETTER FROM THE BOARD

13. Amendments to the Articles of Association

In accordance with the Company Law, the Guidelines for Articles of Association of Listed Companies and the Measures for the Management of Independent Directors of Listed Companies issued by the China Securities Regulatory Commission, the Transitional Arrangements Relating to the Implementation of the New Company Law Supporting Systems and Rules, the Rules on Compliance Management of Financial Institutions (《金融機構合規管理辦法》）and the Notice on Matters Concerning the Alignment of Corporate Governance Supervision Regulations with the Company Law (《關於公司治理監管規定與公司法銜接有關事項的通知》）issued by the National Financial Regulatory Administration (NFRA), as well as the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange and other applicable laws, regulations and regulatory requirements, the Bank proposes to amend the Articles of Association.

Upon consideration and approval by the AGM, the Articles of Association shall be subject to approval by the NFRA before taking effect. It is proposed that the AGM shall authorize the Board, and the Board shall further delegate such authority to the Chairman, to make appropriate and necessary modifications to the amendments to the Articles of Association within the framework and principles of the Articles of Association approved at the AGM based on the comments or requirements of regulatory authorities or the stock exchanges where the Bank's shares are listed, and to complete all relevant procedures such as submitting the amendments to Articles of Association for approval and filing the same with the market regulatory authorities.

This resolution has been considered and approved at the Board meeting held on 30 May 2025 and is hereby proposed to the AGM as a special resolution for consideration and approval.

14. Amendments to the Rules of Procedure for the Shareholders' 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 requirements, and after considering 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' Meeting. For details of the amendments to the Rules of Procedure for the Shareholders' Meeting, please refer to Appendix II.

At the same time, it is proposed that the AGM shall authorize the Board, and the Board shall delegate such authority to the Chairman, to make appropriate and necessary modifications to the amendments to the Rules of Procedure for the Shareholders' Meeting based on the comments or requirements of regulatory authorities or the stock exchanges where the Bank's shares are listed.

This resolution has been considered and approved at the Board meeting held on 30 May 2025 and is hereby proposed to the AGM as an ordinary resolution for consideration and approval.

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LETTER FROM THE BOARD

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

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 requirements, and after considering 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 Board of Directors. For details of the amendments to the Rules of Procedure for the Board of Directors, please refer to Appendix III.

At the same time, it is proposed that the AGM shall authorize the Board, and the Board shall delegate such authority to the Chairman, to make appropriate and necessary modifications to the amendments to the Rules of Procedure for the Board of Directors based on the comments or requirements of regulatory authorities or the stock exchanges where the Bank's shares are listed.

This resolution has been considered and approved at the Board meeting held on 30 May 2025 and is hereby proposed to the AGM as an ordinary resolution for consideration and approval.

16. Cancellation of the Board of Supervisors

In accordance with the Company Law, the Guidelines for the Articles of Association of Listed Companies, the Transitional Arrangements Relating to the Implementation of the New Company Law Supporting Systems and Rules, and other applicable laws, regulations, and regulatory requirements, and after considering the actual circumstances and needs of the Bank, the Bank proposes to cancel the Board of Supervisors. Accordingly, the Bank will amend its Articles of Association by removing all provisions relating to the Board of Supervisors and Supervisors, and terminate all corporate governance systems related to the Board of Supervisors and its specialized committees. The Audit Committee under the Board of Directors will exercise the functions and powers of the Board of Supervisors as prescribed by the Company Law and regulatory requirements.

The proposed amendments to the Articles of Association of the Bank are subject to the consideration and approval at the AGM. Following approval by the AGM, the amendments shall be submitted to the NFRA for approval. The Board of Supervisors will be legally cancelled on the effective date of such regulatory approval. At that time, all current members of the Board of Supervisors will cease to serve as Supervisors and in related roles; governance systems related to the Board of Supervisors and its specialized committees including the Rules of Procedure of the Board of Supervisors of China Minsheng Banking Corp., Ltd., Code of Conduct for Supervisors of China Minsheng Banking Corp., Ltd., Responsibilities and Authorities and Working Rules of the Board of Supervisors of China Minsheng Banking Corp., Ltd., and Qualifications and Appointment Procedures for Supervisors of China Minsheng Banking Corp., Ltd. will be terminated; all existing policies of the Bank in respect of the Board

17 -

LETTER FROM THE BOARD

of Supervisors or Supervisors will no longer apply; and the Audit Committee under the Board of Directors will exercise the functions and powers of the Board of Supervisors as prescribed by the Company Law and regulatory requirements.

Until the Board of Supervisors is officially cancelled, the ninth session of the Board of Supervisors and its members shall continue to perform their duties in accordance with applicable laws and regulations, the Bank's Articles of Association, and all internal rules and regulations.

It is also proposed at the AGM to authorize the Board which may delegate such authority to the Chairman of the Board to handle matters related to the filing with the market regulatory authorities.

This proposal has been approved at the Board meeting held on 30 May 2025, and is hereby submitted to the AGM as a special resolution for approval.

17. Election of Mr. Zheng Haiyang as a Non-Executive Director

Reference is made to the Bank's announcement dated 30 May 2025, regarding the nomination of a non-executive Director.

The Board of Directors has nominated Mr. Zheng Haiyang as a candidate for non-executive Director of the Bank.

The biographical details of Mr. Zheng Haiyang as required to be disclosed under Rule 13.51(2) of the Hong Kong Listing Rules are set out below:

Mr. Zheng Haiyang, born in 1971, currently serves as the vice president of China Great Wall Asset Management Co., Ltd. Mr. Zheng previously served as deputy general manager of China Insurance Security Fund Co., Ltd., and general manager, deputy general manager and assistant general manager at the Tianjin Branch of China Cinda Asset Management Co., Ltd. Mr. Zheng graduated from Tianjin University in 1994 with a Bachelor's degree, and obtained a Master's degree in Business Administration from Tianjin University in 2000. He holds the professional title of senior economist.

The term of office of Mr. Zheng Haiyang will be the same as the term of office of the ninth session of the Board. Mr. Zheng Haiyang will not receive Director's remuneration from the Bank.

Save as disclosed herein, Mr. Zheng Haiyang has not held any directorships in any other listed companies or any other positions with the Bank and its subsidiaries in the past three years. Mr. Zheng Haiyang does not have any relationship with any Directors, Supervisors, other senior management, substantial Shareholders or controlling Shareholders of the Bank, nor does he have any interests in the Shares of the Bank within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). Mr. Zheng

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LETTER FROM THE BOARD

Haiyang does not have any information that is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2) (v) of the Hong Kong Listing Rules or any other matters that need to be brought to the attention of the Shareholders and creditors of the Bank.

The independent non-executive Directors have issued an independent opinion agreeing to the nomination of Mr. Zheng Haiyang as a candidate for non-executive Director of the Board. For details, please refer to the relevant announcement published by the Bank on 31 May 2025, on the website of the Shanghai Stock Exchange (www.sse.com.cn) and the website of the Bank (www.cmbc.com.cn).

This resolution has been considered and approved at the Board meeting held on 30 May 2025 and is hereby proposed to the AGM as an ordinary resolution for consideration and approval. Upon consideration and approval at the AGM of the Bank, Mr. Zheng Haiyang's directorship qualification is subject to approval of the NFRA, and he will formally take office on the date when his directorship qualification is approved by the NFRA.

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).

VOTING BY POLL AT AGM

Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules, all votes of the Shareholders at the AGM 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 AGM.

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LETTER FROM THE BOARD

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 AGM.

By Order of the Board

CHINA MINSHENG BANKING CORP., LTD.

Gao Yingxin

Chairman

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APPENDIX I

COMPARATIVE TABLE OF THE AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

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

No.	Original Article^{1}	New Article	Basis of Amendment
1	(Original 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.

The lawsuits referred to in the preceding paragraph shall include lawsuits instituted in a court or arbitration applied to an arbitration institution. | These Articles of Association shall be binding on the Bank, its shareholders, directors, 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, 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, president and other senior management of the Bank pursuant to these Articles of Association.

The lawsuits referred to in the preceding paragraph shall include lawsuits instituted in a court or arbitration applied to an arbitration institution. | Pursuant to the relevant provisions of the Company Law (2023 Revision) and the supporting rules issued by the CSRC, and taking into account the actual situation of the Bank, the Bank will cancel the Supervisory Board or appoint Supervisors, and the powers and functions of the Supervisory Board as stipulated under the Company Law and regulatory requirements shall instead be exercised by the Audit Committee of the Board of Directors. Unless otherwise specified in this table, provisions and references to the “Supervisory Board” and “Supervisors” in the Articles of Association have been deleted accordingly, and will not be listed separately hereinafter |

The original article refers to the Articles of Association of China Minsheng Banking Corp., Ltd., which was approved by the first extraordinary general meeting of the Bank for 2024 and is subject to approval by the National Financial Regulatory Administration

APPENDIX I

COMPARATIVE TABLE OF THE AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

No.	Original Article1	New Article	Basis of Amendment
2	(Original 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.	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 compliance 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.	Amended according to Article 265 of the Company Law (2023 Revision), Article 13 of the Measures for the Compliance Management of Financial Institutions (《金融機構合規管理辦法》), and taking into account the actual situation of the Bank, and the relevant provisions shall hereinafter be amended collectively without being listed separately
3	New Article	The Bank or subsidiaries of the Bank (including affiliates of the Bank) shall not provide any financial assistance in the form of gifts, advances, guarantees or loans to others for the acquisition of the shares of the Bank or its parent company, except when the Bank implements the employee stock ownership plan.
For the benefit of the Bank, the Bank may, upon a resolution passed by the shareholders' meeting or by the Board of Directors under these Articles of Association or the authorization of the shareholders' meeting, provide financial assistance for others to acquire the shares of the Bank or its parent company, provided that the total accumulative amount of the financial assistance shall not exceed 10% of the total issued share capital. Such resolution made by the Board of Directors shall be passed by two-thirds or more of all directors.	Amended according to Article 163 of the Company Law (2023 Revision) and Article 22 of the Guidelines for Articles of Association of Listed Companies (2025)

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APPENDIX I

COMPARATIVE TABLE OF THE AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

No.	Original Article^{1}	New Article	Basis of Amendment
4	(Original Article 41)

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

—

(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;

— | The holders of ordinary shares of the Bank shall enjoy the following rights:

—

(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, and financial accounting reports.
Shareholders who meet the requirements may inspect the accounting books and accounting vouchers of the Bank:

— | Amended according to Article 110 of the Company Law (2023 Revision) and Article 34 of the Guidelines for Articles of Association of Listed Companies (2025) |
| 5 | (Original 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.

Shareholders individually or jointly, holding more than 3% of the shares of the Bank for 180 consecutive days or above shall submit a written request to the Bank to specify the purpose when they request to inspect the accounting books and accounting vouchers of the Bank. If the Bank has reasonable grounds to believe that the shareholder’s request to inspect the accounting books or accounting vouchers is for an improper purpose and may harm the legitimate interests of the Bank, the Bank may refuse to provide such inspection. | Shareholders shall comply with the provisions of the Company Law, the Securities Law, and other laws and administrative regulations, and 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 and copy the materials stated in the Article 42. The Bank shall provide the information and documents as required by such shareholders if their identities are confirmed.

Shareholders individually or jointly, holding more than 3% of the shares of the Bank for 180 consecutive days or above shall submit a written request to the Bank to specify the purpose when they request to inspect the accounting books and accounting vouchers of the Bank. If the Bank has reasonable grounds to believe that the shareholder’s request to inspect the accounting books or accounting vouchers is for an improper purpose and may harm the legitimate interests of the Bank, the Bank may refuse to provide such inspection. | Amended according to Articles 57 and 110 of the Company Law (2023 Revision) and Article 35 of the Guidelines for Articles of Association of Listed Companies (2025) |

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APPENDIX I

COMPARATIVE TABLE OF THE AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

No.	Original Article^{1}	New Article	Basis of Amendment
6	(Original 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. | 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.

Where there is any dispute among the Board of Directors, shareholders and other relevant parties over the qualifications of the convener, the convening procedures, the legality of the proposal and the validity of the resolution of the shareholders’ meeting, a lawsuit shall be promptly filed with the People’s Court. Prior to a judgment or ruling by the People’s Court to revoke the resolution, the relevant parties shall implement the resolution of the shareholders’ meeting. The Bank, its directors, and senior management shall diligently perform their duties to ensure the normal operation of the Bank.

If the People’s Court makes a judgment or ruling on the relevant matters, the Bank shall fulfil its information disclosure obligations in accordance with laws, administrative regulations, rules and regulatory requirements, which shall include a full account of the impact, and shall actively implement in compliance with such judgement or ruling after the same comes into effect. Where rectification of previous executed matters is involved, such rectification shall be promptly processed and the obligation of information disclosure shall be fulfilled accordingly. | Amended according to Article 36 of the Guidelines for Articles of Association of Listed Companies (2025) and Rule 47 of the Rules of the Shareholders’ Meetings of Listed Companies (《上市公司股東會規則》) |

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APPENDIX I

COMPARATIVE TABLE OF THE AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

No.	Original Article^{1}	New Article	Basis of Amendment
7	(Original 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. | Where any Director or senior management other than members of the Audit Committee 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 shall be entitled to submit a written demand to the Audit Committee 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 members of the Audit Committee, 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 Audit Committee 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.

– 25 –

APPENDIX I

COMPARATIVE TABLE OF THE AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

No.	Original Article^{1}	New Article	Basis of Amendment
8	(Original 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;

—

(v) to examine and approve the report of the Supervisory Board;

—

(xi) to examine and approve the rules of procedures for the shareholders’ meeting, the Board of Directors and the Supervisory Board; | The shareholders’ meeting of the Bank consists of all shareholders. 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 elect and replace directors other than employee directors and decide on matters concerning the remuneration of relevant directors;

—

(viii) to examine and approve the rules of procedures for the shareholders’ meeting and the Board of Directors;

— | Amended according to Articles 59 and 68 of the Company Law (2023 Revision) and Article 46 of the Guidelines for Articles of Association of Listed Companies (2025), and taking into account the actual situation of the Bank |

— 26 —

APPENDIX I

COMPARATIVE TABLE OF THE AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

No.	Original Article^{1}	New Article	Basis of Amendment
9	(Original 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. | 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, enabling shareholders to virtually attend using technology and cast their votes by electronic means. | Amended according to Appendix A1 to the Listing Rules of the Stock Exchange and Article 50 of the Guidelines for Articles of Association of Listed Companies (2025) |
| 10 | (Original 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.

--- | More than half of 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.

--- | Amended according to Article 52 of the Guidelines for Articles of Association of Listed Companies (2025) and Article 18 of the Measures for the Management of Independent Directors of Listed Companies (2025 Revision) |

– 27 –

APPENDIX I

COMPARATIVE TABLE OF THE AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

No.	Original Article^{1}	New Article	Basis of Amendment
11	(Original Article 59)

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 classic 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. | ---

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 of the total number of the Bank’s shares with voting rights shall have the right to propose to the Audit Committee to convene such general or class meeting in writing.

If the Audit Committee 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 Audit Committee fails to give the notice of such general or classic 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 total number of the Bank’s shares with voting rights for more than 90 consecutive days shall have the right to convene and preside over the meeting. | Amended according to Article 121 of the Company Law (2023 Revision) and Article 54 of the Guidelines for Articles of Association of Listed Companies (2025) |
| 12 | (Original 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:

--- | Where the elections of director will be discussed at the shareholders’ meeting, the notices of the shareholders’ meeting shall contain the details of the proposed directors including at least the following particulars:

The election of each director shall be proposed by separate proposals, except for those elected through cumulative voting system. | The provision of the original Article 97 regarding “The election of each director shall be proposed by separate proposals” was incorporated into this article |

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APPENDIX I

COMPARATIVE TABLE OF THE AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

No.	Original Article^{1}	New Article	Basis of Amendment
13	(Original 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. | Individual shareholders shall present their identity cards or other valid documents or proof 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.

– 29 –

APPENDIX I

COMPARATIVE TABLE OF THE AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

No.	Original Article^{1}	New Article	Basis of Amendment
14	(Original 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. | Proxy form used by shareholders to appoint
others to attend the shareholders’ meeting shall
contain the following contents:

(i) name or company name of the appointer,
and the class and number of shares held in
the Bank;

(ii) name or company name of the proxy;

(iii) specific instructions from the
shareholder, including the 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. | Amended according to
Article 67 of the Guidelines
for Articles of Association of
Listed Companies (2025) |
| 15 | (Original 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. | 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. | Amended according to
Article 67 of the Guidelines
for Articles of Association of
Listed Companies (2025) |

– 30 –

APPENDIX I

COMPARATIVE TABLE OF THE AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

No.	Original Article1	New Article
16	(Original 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.	When the shareholders' meeting requests directors and senior management to attend the meeting, the directors and senior management shall be present and respond to shareholders' inquiries.	Amended according to Article 71 of the Guidelines for Articles of Association of Listed Companies (2025)
17	(Original Article 119)
---
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.	---
The directors of the Bank include executive directors and non-executive directors (including independent directors) and employee 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. Employee directors shall be employee representatives, and senior management shall not concurrently serve as employee directors.	Amended according to Article 100 of the Guidelines for Articles of Association of Listed Companies (2025) and Article 2 of the Notice on Matters Concerning the Alignment of Corporate Governance Supervision Regulations with the Company Law (《關於公司治理監管規定與公司法銜接有關事項的通知》) issued by the National Financial Regulatory Administration

31 -

APPENDIX I

COMPARATIVE TABLE OF THE AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

No.	Original Article^{1}	New Article	Basis of Amendment
18	(Original Article 120)

Directors shall be elected and removed by the shareholders’ meeting. Each office term of directors shall be no more than three years, and 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). | Directors shall be elected or replaced by the shareholders’ meeting, and can be removed from office prior to expiration of their office term. Each office term of directors shall be no more than three years, and shall be renewable by re-election and reappointment upon expiration of their terms.

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). | Amended according to Article 70 of the Company Law (2023 Revision) and Article 100 of the Guidelines for Articles of Association of Listed Companies (2025) |
| 19 | (Original Article 121)

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

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

(8) Employee directors are elected democratically by the employees of the Bank at the Employee Representative Congress assembly or other similar forms, without the necessity of consideration at the shareholders’ meeting. | Amended according to Article 100 of the Guidelines for Articles of Association of Listed Companies (2025) and Article 2 of the Notice on Matters Concerning the Alignment of Corporate Governance Supervision Regulations with the Company Law (《關於公司治理監管規定與公司法銜接有關事項的通知》） issued by the National Financial Regulatory Administration |

32 -

APPENDIX I

COMPARATIVE TABLE OF THE AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

No.	Original Article^{1}	New Article	Basis of Amendment
20	(Original 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:

(8) related information and materials have been provided faithfully to the Supervisory Board according to the facts and shall not hinder the Supervisory Board or supervisors from exercising their duties and powers;

| 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 provisions of the Articles of Association, and shall exercise reasonable concern as managers in performing their duties in the best interests of the Bank.

(8) related information and materials have been provided faithfully to the Audit Committee according to the facts and shall not hinder the Audit Committee from exercising their duties and powers;

| Amended according to the Bank’s cancellation of the Supervisory Board and appointing Supervisors, and Article 102 of the Guidelines for Articles of Association of Listed Companies (2025) |
33 -

APPENDIX I

COMPARATIVE TABLE OF THE AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

No.	Original Article^{1}	New Article	Basis of Amendment
21	(Original 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;

(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; | The directors of the Bank shall perform the following obligations of faithfulness towards the Bank, shall take measures to avoid conflicts between their own interests and the Bank’s interests, and must not use their powers to seek improper benefits, in strict accordance with the laws and regulations, regulatory requirements and the provisions of 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 fund of the Bank in the account opened in their personal names or in any other individual’s name;

(4) not to sign contracts or conduct transactions with the Bank directly or indirectly, if they fail to report to the Board of Directors or the shareholders’ meeting and have not obtained an approval by resolution of the Board of Directors or the shareholders’ meeting according to the provisions of the Articles of Association;

(5) not to take advantage of their position to seek business opportunities that should belong to the Bank for themselves or others, unless they report to the Board of Directors or shareholders’ meeting and obtain approval by resolution at the shareholders’ meeting, or unless the Bank is prohibited from utilizing such business opportunities according to laws, administrative regulations, or the provisions of the Articles of Association;

(6) not to operate the same kind of business as the Bank for themselves or others if they fail to report to the Board or the shareholders’ meeting and have not obtained an approval by resolution the shareholders’ meeting; | Amended according to Articles 181, 182 and 184 of the Company Law (2023 Revision) and Article 101 of the Guidelines for Articles of Association of Listed Companies (2025) |

34 -

APPENDIX I

COMPARATIVE TABLE OF THE AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

No.	Original Article^{1}	New Article	Basis of Amendment
22	(Original 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.

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. | Directors of the Bank may submit resignation before the expiration of their term by submitting written resignation to the Bank. The Bank shall disclose relevant information within two business 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, or the number of members of the Audit Committee is less than its statutory minimum number or the absence of accounting professionals as a result of resignation of members of the Audit Committee, the original directors 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 submit resignation 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 Bank.

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 shareholders’ general meeting until the number of directors meets the requirements. | 1. The wording is optimized according to Article 104 of the Guidelines for Articles of Association of Listed Companies (2025), and change “resign” to “submit resignation”. The related provisions will no longer be listed separately in the subsequent text

In accordance with Item 2 of the second paragraph of Rule 4.3.12 of the Shanghai Stock Exchange Listing Rules (Revised in April 2025), the requirements are supplemented for the composition of the audit committee members
Amended according to Article 70 of the Company Law (2023 Revision) and Article 104 of the Guidelines for Articles of Association of Listed Companies (2025) |

– 35 –

APPENDIX I

COMPARATIVE TABLE OF THE AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

No.	Original Article^{1}	New Article	Basis of Amendment
23	(Original 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. | 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 direct or indirect interested relations with the Bank or its substantial shareholders, de facto controllers, or other relations that may interfere their independent and objective judgments. Independent directors of the Bank shall include at least one accounting professional. | Amended according to Articles 2 and 5 of the Measures for the Management of Independent Directors of Listed Companies (2025 Revision) |
| 24 | (Original Article 134)

An Independent Director shall fulfill the following general qualifications:

(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;

(5) has more than five years of legal, accounting, or economic working experience required for fulfilling responsibilities of independent directors;

(6) ensures sufficient time and energy to perform duties effectively;

(7) possesses good personal integrity and has not major dishonest acts or other bad records;

(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. | Amended according to Article 7 of the Measures for the Management of Independent Directors of Listed Companies (2025 Revision) and Article 128 of the Guidelines for Articles of Association of Listed Companies (2025) |

– 36 –

APPENDIX I

COMPARATIVE TABLE OF THE AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

No.	Original Article^{1}	New Article	Basis of Amendment
25	(Original 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:

– | 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:

–

Independent directors shall conduct an annual self-assessment of their independence and submit the results to the Board of Directors. The Board of Directors shall evaluate the independence of the incumbent independent directors every year and issue a special opinion, which shall be disclosed along with the annual report. | Amended according to Article 6 of the Measures for the Management of Independent Directors of Listed Companies (2025 Revision) and Article 127 of the Guidelines for Articles of Association of Listed Companies (2025) |
| 26 | (Original 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.

– | 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 Bank, 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.

– | Amended according to Article 70 of the Company Law (2023 Revision) and Article 104 of the Guidelines for Articles of Association of Listed Companies (2025) |

– 37 –

APPENDIX I

COMPARATIVE TABLE OF THE AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

No.	Original Article^{1}	New Article	Basis of Amendment
27	(Original Article 144)
The Bank shall establish a Board of Directors; which shall be responsible to the shareholders’ general meeting.

(Original 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 Bank shall establish a Board of Directors. The Board of Directors shall consist of 13 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, and one employee director. The total number of executive directors and employee director shall not exceed half of the total number of directors of the Bank.

– | 1. Amended according to Article 67 of the Company Law (2023 Revision), with the original Article 144 consolidated into this article

Amended according to Article 47 of the Corporate Governance Guidelines for Banking and Insurance Institutions
Amended according to Article 100 of the Guidelines for Articles of Association of Listed Companies (2025), Article 2 of the Notice on Matters Concerning the Alignment of Corporate Governance Supervision Regulations with the Company Law (《關於公司治理監管規定與公司法銜接有關事項的通知》） issued by the National Financial Regulatory Administration, and taking into account the actual situation of the Bank |

– 38 –

APPENDIX I

COMPARATIVE TABLE OF THE AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

No.	Original Article1	New Article	Basis of Amendment
28	(Original Article 146)The Board of Directors shall exercise the following functions and powers:-(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;(30) safeguarding the legitimate rights and interests of financial consumers and other stakeholders;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.	The Board of Directors shall exercise the following functions and powers:-(13) determining compliance management targets to fulfill compliance management responsibilities, and bearing ultimate responsibility for the effectiveness of compliance management;-(30) safeguarding the legitimate rights and interests of financial consumers and other stakeholders; 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;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), (15), (16), (26), (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.	1. Amended according to Articles 8 and 11 of the Measures for the Compliance Management of Financial Institutions (《金融機構合規管理辦法》)2. Optimized and consolidated the content of the provisions

APPENDIX I

COMPARATIVE TABLE OF THE AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

No.	Original Article^{1}	New Article	Basis of Amendment
29	(Original Article 166)

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 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. | 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 not be senior management of the Bank; the employee director may become a member of the Audit Committee; 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. | Amended according to Article 121 of the Company Law (2023 Revision) and Article 134 of the Guidelines for Articles of Association of Listed Companies (2025) |

40 -

APPENDIX I

COMPARATIVE TABLE OF THE AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

No.	Original Article1	New Article	Basis of Amendment
30	(Original Article 169)The main functions and duties of Audit Committee shall be as follows: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.(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.	The main functions and duties of Audit Committee shall be as follows:(1) exercising the powers of the Supervisory Board as stipulated by the Company Law and regulatory rules.Paying specific attention to the followings: changes are made to accounting policies, accounting estimates, or corrections of significant accounting errors for reasons other than changes in accounting standards; 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.(10) 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.Members of the Audit Committee may be present at meetings of the special committees under the Board of Directors and senior management meetings, and have the right to raise inquiries or suggestions on the resolutions discussed at such meetings.	1. Amended according to Article 121 of the Company Law (2023 Revision), Articles 133 and 135 of the Guidelines for Articles of Association of Listed Companies (2025), and Article 2 of the Notice on Matters Concerning the Alignment of Corporate Governance Supervision Regulations with the Company Law (《關於公司治理監管規定與公司法銜接有關事項的通知》) issued by the National Financial Regulatory Administration2. Item 13 of the original Article 214 consolidated into this article

– 41 –

APPENDIX I

COMPARATIVE TABLE OF THE AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

No.	Original Article^{1}	Basis of Amendment
31	(Original Article 172)
The main functions and duties of Remuneration and Assessment Committee shall be as follows:
-
(8)-reviewing material remuneration policies of the Bank, and making improvement suggestions;
-	The main functions and duties of Remuneration and Assessment Committee shall be as follows:
-
(4) Regularly conducting due diligence evaluations of the directors and senior executive officers of the head office, and studying and determining these evaluation results of such directors and senior executive officers;
(9) reviewing material remuneration policies of the Bank, and making suggestions to the Board of Directors;
-	Amended according to Article 44 of the Corporate Governance Guidelines for Banking and Insurance Institutions, and taking into account the actual situation of the Bank
32	Deleted Original Chapter 12 Supervisory Board	This chapter is deleted according to Article 121 of the Company Law (2023 Revision), as well as the Bank’s cancellation of Supervisory Board and appointing Supervisors (i.e. the original Articles 199 to 203 of the Articles of Association)

42 -

APPENDIX I

COMPARATIVE TABLE OF THE AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

No.	Original Article^{3}	New Article	Basis of Amendment
33	(Original Article 237)

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

(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 that has not yet expired;

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

(6) a person who has been banned from entering the securities market by the securities regulatory authorities under the State Council for a period of time that has not yet expired;

(7) a person who has been publicly determined as unfit for a director or senior management member of a listed company by the stock exchange for a period of time that has not yet expired;

If a director 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 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, and cease to perform his or her duties. | Amended according to Article 99 of the Guidelines for Articles of Association of Listed Companies (2025), and taking into account the Bank’s cancellation of the Supervisory Board and appointing Supervisors |

– 43 –

APPENDIX I

COMPARATIVE TABLE OF THE AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

No.	Original Article^{1}	New Article	Basis of Amendment
34	(Original 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.

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. | Reserves of the Bank may be used for making up losses of the Bank, expanding the scale of operation or being converted into additional registered capital of the Bank.

As for reserve used for making up the Bank's losses, the discretionary reserve and statutory reserve shall be prioritized, and if they still fall short, capital reserve may be used according to the relevant requirements.

Where the statutory reserve is converted to increase the registered capital, the balance of such reserve shall not fall below 25% of the Bank's registered capital before the conversion. | Amended according to Article 214 of the Company Law (2023 Revision) |
| 35 | (Original 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. | The Bank shall adopt an internal audit system and establish an independent internal audit department, and has qualified audit personnel who shall conduct supervision and inspection over business activities, risk management, internal control, financial information and other areas of the Bank. | Amended according to Article 160 of the Guidelines for Articles of Association of Listed Companies (2025) |
| 36 | (Original Article 261)

Basic internal audit 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 on a regular basis. | Basic internal audit 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 on a regular basis. The internal audit department's supervision and inspection of business activities, risk management, internal control, and financial information of the Bank shall be subject to the supervision and guidance of the Audit Committee. | Amended according to Article 161 of the Guidelines for Articles of Association of Listed Companies (2025) |

Note: The above comparison table of amendments does not include changes to the numbering of the Articles of Association or minor textual revisions.

APPENDIX II

COMPARATIVE TABLE OF THE AMENDMENTS TO THE

RULES OF PROCEDURE FOR THE SHAREHOLDERS' MEETING

COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURE FOR THE SHAREHOLDERS' MEETING OF CHINA MINSHENG

BANKING CORP., LTD.

No.	Original Article	New Article	Basis of Amendment
1	(Original 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.	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, the Rules for Shareholders' Meeting of Listed Companies, 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.	Amend the Rules for the Shareholders' Meeting of China Minsheng Banking Corp., Ltd. according to the prevailing laws, regulations, and rules in effect

APPENDIX II

COMPARATIVE TABLE OF THE AMENDMENTS TO THE

RULES OF PROCEDURE FOR THE SHAREHOLDERS' MEETING

No.	Original Article	New Article	Basis of Amendment
2	(Original 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. | 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 and senior management of the Bank, and other relevant personnel present at the shareholders’ meetings as non-voting delegates. | Pursuant to Article 121 of the Company Law (2023 Revision) and the actual circumstances of the Bank, the Audit Committee under the Board of Directors of the Bank shall exercise the functions and powers of the Supervisory Board. References to “Supervisors” or “Supervisory Board” in these Rules have been correspondingly deleted or revised to “Audit Committee”, etc. A comparison table for the amendments will no longer be listed item by item |
| 3 | (Original 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.

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. | More than half of 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.

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APPENDIX II

COMPARATIVE TABLE OF THE AMENDMENTS TO THE

RULES OF PROCEDURE FOR THE SHAREHOLDERS' MEETING

No.	Original Article	New Article	Basis of Amendment
4	(Original 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.

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. | Shareholders may request to convene an extraordinary shareholders’ meeting or a class shareholders’ meeting by the following procedures:

(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 of the total number of shares with voting rights of the Bank shall have the right to propose to the Audit Committee to convene such extraordinary shareholders’ meeting or class meeting in writing.

If the Audit Committee 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 Audit Committee 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 total number of shares with voting rights for more than 90 consecutive days shall have the right to convene and preside over the meeting. | Amended according to Article 121 of the Company Law (2023 Revision) and Article 54 of the Guidelines for the Articles of Association of Listed Companies (2025) |

– 47 –

APPENDIX II

COMPARATIVE TABLE OF THE AMENDMENTS TO THE

RULES OF PROCEDURE FOR THE SHAREHOLDERS' MEETING

No.	Original Article	New Article	Basis of Amendment
5	(Original 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.

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 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. | The Board of Directors, the Audit Committee, 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.

– 48 –

APPENDIX II

COMPARATIVE TABLE OF THE AMENDMENTS TO THE

RULES OF PROCEDURE FOR THE SHAREHOLDERS' MEETING

No.	Original Article	New Article	Basis of Amendment
6	(Original 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.~~ | 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, ~~enabling shareholders to virtually attend the meeting using technology and cast their votes by electronic means.~~ | Amended according to Rule 21 of the Rules of the Shareholders’ Meetings of Listed Companies and the newly added Article 14(6) of Appendix A1 to the Listing Rules of the Stock Exchange |

49 -

APPENDIX II

COMPARATIVE TABLE OF THE AMENDMENTS TO THE

RULES OF PROCEDURE FOR THE SHAREHOLDERS' MEETING

No.	Original Article	New Article	Basis of Amendment
7	(Original 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. | 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.

– 50 –

APPENDIX II

COMPARATIVE TABLE OF THE AMENDMENTS TO THE

RULES OF PROCEDURE FOR THE SHAREHOLDERS' MEETING

No.	Original Article	New Article	Basis of Amendment
8	(Original 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. | Individual shareholders shall present their identity cards or other valid documents or proof 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.

– 51 –

APPENDIX II

COMPARATIVE TABLE OF THE AMENDMENTS TO THE

RULES OF PROCEDURE FOR THE SHAREHOLDERS' MEETING

No.	Original Article	New Article	Basis of Amendment
9	(Original 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. | Proxy form used by shareholders to appoint
others to attend the shareholders’ meeting
shall contain the following contents:

(1) name or company name of the
appointer, and the class and number of
shares held in the Bank;

(2) name or company name of the proxy;

(3) specific instructions from the
shareholder, including the instruction of
voting for or against or abstain from each of
the matters to be discussed on the agenda of
the shareholders’ meeting, etc.;

(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. | Amended according to
Article 67 of the Guidelines
for Articles of Association
of Listed Companies (2025) |
| 10 | (Original 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. | 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. | Amended according to
Article 67 of the Guidelines
for Articles of Association
of Listed Companies (2025)
and the actual situation of
the Bank |

– 52 –

APPENDIX II

COMPARATIVE TABLE OF THE AMENDMENTS TO THE

RULES OF PROCEDURE FOR THE SHAREHOLDERS' MEETING

No.	Original Article	New Article	Basis of Amendment
11	(Original 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. | When the shareholders' meeting requests directors and senior management to attend the meeting, the directors and senior management shall be present and respond to shareholders' inquiries. | Amended according to Rule 27 of the Rules of the Shareholders' Meetings of Listed Companies |
| 12 | (Original 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 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 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 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. | 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 Audit Committee shall be presided over by the chairman of the Audit Committee, or a member of the Audit Committee elected by more than half of the members of the Audit Committee if the chairman of such committee is unable or fails to perform his or her duties.

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

– 53 –

APPENDIX II

COMPARATIVE TABLE OF THE AMENDMENTS TO THE

RULES OF PROCEDURE FOR THE SHAREHOLDERS' MEETING

No.	Original Article	New Article	Basis of Amendment
13	(Original 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. | If the Bank repurchases ordinary shares, issues preference shares to non-particular targets, or repurchases ordinary shares from specific shareholders of the Bank by issuance of preference shares to particular targets 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. | Amended according to Rule 46 of the Rules of the Shareholders’ Meetings of Listed Companies |

– 54 –

APPENDIX II

COMPARATIVE TABLE OF THE AMENDMENTS TO THE

RULES OF PROCEDURE FOR THE SHAREHOLDERS' MEETING

No.	Original Article	New Article	Basis of Amendment
14	(Original 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. | 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) and senior executives 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; | Amended according to Rule 42 of the Rules of the Shareholders’ Meetings of Listed Companies |

– 55 –

APPENDIX II

COMPARATIVE TABLE OF THE AMENDMENTS TO THE

RULES OF PROCEDURE FOR THE SHAREHOLDERS' MEETING

No.	Original Article	New Article	Basis of Amendment
15	(Original 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. | The convener shall ensure the truthfulness, accuracy and completeness of the meeting minutes. Directors and the Board secretary attending or presenting 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. | Amended according to Rule 42 of the Rules of the Shareholders’ Meetings of Listed Companies |

– 56 –

APPENDIX II

COMPARATIVE TABLE OF THE AMENDMENTS TO THE

RULES OF PROCEDURE FOR THE SHAREHOLDERS' MEETING

No.	Original Article	New Article	Basis of Amendment
16	(Original 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. | The resolutions of the shareholders’ meeting of the Bank that violate the laws and administrative regulations shall be deemed invalid.

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. However, this does not apply in the event that the convening of a shareholders’ meeting or any voting procedure in such meeting has minor flaws only which have no substantial impact on any resolution.

If the People’s Court makes a judgment or ruling on the relevant matters, the Bank shall fulfil its information disclosure obligations in accordance with laws, administrative regulations, rules and regulatory requirements, which shall include a full account of the impact, and shall actively implement in compliance with such judgement or ruling after the same comes into effect. Where rectification of previous executed matters is involved, such rectification shall be promptly processed and the obligation of information disclosure shall be fulfilled accordingly. | Amended according to Rule 47 of the Rules of the Shareholders’ Meetings of Listed Companies |

– 57 –

APPENDIX II

COMPARATIVE TABLE OF THE AMENDMENTS TO THE

RULES OF PROCEDURE FOR THE SHAREHOLDERS' MEETING

No.	Original Article	New Article	Basis of Amendment
17	(Original 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. | Unless otherwise provided herein or there is no ambiguity in the context, the terms “above”, “at least” used herein shall include the given figures, and the terms “exceed” and “lower than” shall not include the given figures. | Adjusted accordingly based on the amended Rules of Procedure for the Shareholders’ Meeting of China Minsheng Banking Corp., Ltd. |

58 -

APPENDIX III

COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS

COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF CHINA MINSHENG BANKING CORP., LTD.

No.	Original Article	New Article	Basis of Amendment
1	(Original 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.	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.
The directors shall not entrust others to sign written confirmation opinions on periodic reports. 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.	Amended according to Article 3.3.5, Clause 2 of the Guidelines No. 1 for the Self-Regulatory Supervision of Listed Companies on the Shanghai Stock Exchange – Standardised Operation (revised in May 2025) (《上海證券交易所上市公司自律監管指引第1號–規範運作(2025年5月修訂)》)

APPENDIX III

COMPARATIVE TABLE OF THE AMENDMENTS TO THE

RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS

No.	Original Article	New Article	Basis of Amendment
2	(Original 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. | The procedures for proposing an extraordinary meeting of the Board of Directors are as follows:

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 Audit Committee;
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. | 1. Pursuant to the Company Law (2023 Revision) and the actual circumstances of the Bank, the Audit Committee under the Board of Directors of the Bank shall exercise the functions and powers of the Supervisory Board. References to “Supervisors” or “Supervisory Board” in these Rules shall be correspondingly deleted or revised to “Audit Committee,” etc. A comparison table for the amendments will no longer be listed item by item
Amended according to the actual situation of the Bank |

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APPENDIX III

COMPARATIVE TABLE OF THE AMENDMENTS TO THE

RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS

No.	Original Article	New Article	Basis of Amendment
	(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.

(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. | (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.

— 61 —

APPENDIX III

COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS

No.	Original Article	New Article	Basis of Amendment
3	(Original 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. | For proposals that require approval from more than half of all independent directors according to regulations, the chairman of meeting shall explain the relevant circumstances before voting on the relevant proposals. | Amended according to No. 15 Announcement on Resolutions of the Board of Directors of Listed Companies of the Guidelines No. 1 for the Self-Regulatory Supervision of Listed Companies on the Shanghai Stock Exchange – Announcement Format (《上海證券交易所上市公司自律監管指南第1號—公告格式》之《第十五號上市公司董事會決議公告》) |
| 4 | (Original 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. | 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, and the voting may be conducted by electronic means. Directors shall not be asked to make only one vote on multiple matters. | Amended according to Article 122 of the Guidelines for the Articles of Association of Listed Companies (2025) |
| 5 | (Original 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. | These Rules are formulated and amended by submitting to the shareholders’ meeting after consideration by the Board of Directors. | Pursuant to the Guidelines for the Articles of Association of Listed Companies (2025) and other regulatory provisions, amendments to the Articles of Association of the Company shall be approved by a special resolution. As this rule forms an annex to the Articles of Association, the relevant clause is hereby amended. |

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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 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 *):

The resolution regarding the annual report for 2024 of the Bank
The resolution regarding the final financial report for 2024 of the Bank
The resolution regarding the proposed profit distribution plan for 2024 of the Bank
The resolution regarding the authorization for interim profit distribution for 2025 of the Bank
The resolution regarding the annual budgets for 2025 of the Bank
The resolution regarding the work report of the Board for 2024 of the Bank
The resolution regarding the work report of the Board of Supervisors for 2024 of the Bank
The resolution regarding the report of remuneration of Directors for 2024 of the Bank
The resolution regarding the report of remuneration of Supervisors for 2024 of the Bank
The resolution regarding the re-appointment and remuneration of the auditing firms for 2025
The resolution regarding the authorization of liability insurance for Directors, Supervisors and senior management
63 -

The resolution regarding the related party transactions with Dajia Insurance Group Co., Ltd.
*The resolution regarding the amendments to the Articles of Association
The resolution regarding the amendments to the Rules of Procedure for the Shareholders' Meeting
The resolution regarding the amendments to the Rules of Procedure for the Board of Directors
*The resolution regarding the cancellation of the Board of Supervisors
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:

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.
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.
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.
Shareholders shall produce their identification documents when attending the AGM.
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.
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.
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.
References to times and dates of this notice are to Hong Kong times and dates.

AI assistant

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

50324_rns_2025-06-05_1c86c943-4111-4342-b8ad-0f6837f81f3f.pdf

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.

INTRODUCTION

Taxation

Profit Distribution to Investors of Northbound Trading

Profit Distribution to Investors of Southbound Trading

4. Authorization for Interim Profit Distribution for 2025

(1) Conditions for Interim Profit Distribution

(2) Interim Profit Distribution Ratio

5. Annual Budgets for 2025

(1) Additional fixed asset investment budget

A. Properties and buildings

B. Operating equipment

C. Transportation equipment

D. Technical equipment

(2) The regulatory requirements of major regulatory indicators such as capital adequacy ratio has been fulfilled

6. Work Report of the Board for 2024

7. Work Report of the Board of Supervisors for 2024

8. Report of Remuneration of Directors for 2024

9. Report of Remuneration of Supervisors for 2024

10. Re-appointment and Remuneration of the Auditing Firms for 2025

11. Authorization of Liability Insurance for Directors, Supervisors and Senior Management

12. Related Party Transactions with Dajia Insurance Group Co., Ltd.

(1) Overview of Related Party Transactions

(2) Introduction of Related Parties

(3) Pricing Policy of Related Party Transactions

(4) Impact of Related Party Transactions

13. Amendments to the Articles of Association

14. Amendments to the Rules of Procedure for the Shareholders' Meeting

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

16. Cancellation of the Board of Supervisors

17. Election of Mr. Zheng Haiyang as a Non-Executive Director

CLOSURE OF REGISTER OF MEMBERS

VOTING BY POLL AT AGM

RECOMMENDATION

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

COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURE FOR THE SHAREHOLDERS' MEETING OF CHINA MINSHENG

BANKING CORP., LTD.

COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF CHINA MINSHENG BANKING CORP., LTD.

NOTICE OF THE ANNUAL GENERAL MEETING FOR 2024

CLOSURE OF REGISTER OF MEMBERS

Notes:

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