China Minsheng Banking : ANNOUNCEMENT REGARDING COMPLETION OF NON-PUBLIC ISSUANCE OF DOMESTIC PREFERENCE SHARES

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中 國 民 生 銀 行 股 份 有 限 公 司

CHINA MINSHENG BANKING CORP., LTD.

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 01988)

(USD Preference Shares Stock Code: 04609)

ANNOUNCEMENT REGARDING COMPLETION OF NON- PUBLIC ISSUANCE OF DOMESTIC PREFERENCE SHARES

References are made to the announcement of China Minsheng Banking Corp., Ltd. (the "Company") dated 11 December 2015 in relation to proposed non-public issuance of domestic preference shares, proposed non-public issuance of offshore preference shares and proposed authorization to the Board and its authorized persons to exercise full power to deal with matters relating to the issuance of preference shares and the subsequent announcements in relation to extension of the validity period of the resolutions of the shareholders' general meeting on the non-public issuance of domestic preference shares of the Company and authorization to the board of directors of the Company (the "Board") and its authorized persons to exercise full power to deal with matters relating to the issuance of preference shares (the "Announcements"). Unless the context otherwise requires, capitalized terms used in this announcement shall have the same meanings as those defined in the Announcements.

The Board is pleased to announce announces that as of the date of this announcement, the Company has received the proceeds of RMB20,000,000,000 (before deduction of issuance expenses of RMB26,550,000) in total from the subscription of the non-public issuance of domestic preference shares (the "Issuance of Preference Shares" or the "Issuance"). The related verification authority has issued a verification report in respect of the above proceeds.

I. PLACEES

The placees of the Issuance of Preference Shares were 16 qualified investors in compliance

with the requirements of the Administrative Measures on the Pilot Scheme of Preference Shares(《優先股試點管理辦法》), the Administrative Measures on Appropriateness of Securities and Futures Investors (《證券期貨投資者適當性管理辦法》) and other laws

and regulations. The subscription amount of each placee ranged from RMB100,000,000 to RMB5,000,000,000.

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1. TYPE AND MAJOR TERMS OF THE ISSUANCE OF PREFERENCE SHARES

Particular of the proposed Issuance

1	Nominal value	RMB100 per share	2	Issue price	At par
3	Number of	200 million shares	4	Scale of issuance	RMB20 billion
securities issued
	Was there any	No		Was there any	No
5		6	participation of
accumulation?
			distribution?
	Was there any	Yes			Perpetual
7	adjustment of		8	Maturity
	interest?
		All preference shares are issued through private placement. The
		preference shares were issued in one tranche pursuant to the
9	Method of issuance	approvals of the banking regulatory authorities under the State
Council of the People's Republic of China (the "State Council"),
		China Securities Regulatory Commission ("CSRC") and other
		regulatory authorities and in accordance with the relevant procedures.
		The dividend yield of the preference shares under the Issuance shall
		be adjustable by stage and shall be adjusted every five years. During
		the interval period, dividend will be paid at a fixed rate. The dividend
		yield of the preference shares for the first coupon rates adjustment
		period is determined at 4.38% through book-building process. The
		coupon rate of the preference shares under the Issuance shall not
		exceed the annual average of the weighted average return on equity
		of the Company for the latest two most financial years.
10	Basis of coupon	The coupon rate contains a base rate plus a fixed premium. The
rates determination	base rate of the first coupon rates adjustment period shall be the
		average of the yields of five-year PRC treasury bonds for the 20
		trading days immediately before the issue day of preference shares
		(i.e. 15 October 2019) quoted by China Bonds Market News
		(www.chinabond.com.cn) or other websites approved by China
		Central Depository & Clearing Co., Ltd. (i.e. 3.00%, rounded off to
		the nearest 0.01%). The fixed premium is the difference between the
		dividend yield of 4.38% and the base rate at the time of the issue
		of 3.00%, i.e. 1.38%. The fixed premium is not adjustable once
		determined.

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		The base rate will be adjusted at the fifth anniversary of the payment
		due date of the preference shares ("Re-pricing Date"). The adjusted
		base rate shall be the mean of the yields of five-year PRC treasury
		bonds for the 20 trading days immediately before the Re-pricing
		Date quoted by China Bonds Market News (www.chinabond.com.cn)
		or other websites approved by China Central Depository & Clearing
		Co., Ltd. and shall be rounded off to the nearest 0.01%. The new
		coupon rate after adjustment shall be the adjusted base rate plus the
		fixed premium. If the yield of five-year PRC treasury bonds is not
		available at the Re-pricing Date, the Company and the preference
		shareholders of the Company (the "Preference Shareholders")
		shall negotiate the new benchmark rate or the basis of pricing in
		accordance with the requirements of the regulatory authorities.
		(1) Prior to the distribution of dividends to holders of ordinary
		shares of the Company (the "Ordinary Shareholders"),
		the Company shall distribute dividends to the Preference
		Shareholders if there are distributable profits after tax after
		making good losses and the contribution to statutory surplus fund
		and general provision according to laws, subject to satisfaction of
		the regulatory requirement regarding capital adequacy.
		(2) In order to satisfy the regulatory requirements regarding the
		eligibility criteria of additional tier-1 capital instruments, the
	Conditions	Company has the right to cancel the distribution of part or all of
	the dividends on preference shares. Such cancellation shall not
11	of dividend
constitute a breach of agreement. The Company shall make its
	distribution
	best effort to protect the interests of the Preference Shareholders
		in respect of dividend distribution.
		(3) The distribution of dividends shall be neither linked to the
		Company's rating, nor be adjusted pursuant to any change
		thereof.
		(4) Unless the Company resolves to distribute all of the dividends on
		preference shares for the current dividend period, the Company
		shall not distribute any dividends to its Ordinary Shareholders
		over the same period.

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1. Decisions on the declaration and payment of all of the dividends on preference shares shall be made by the Board in accordance with the authorization of the shareholders' general meeting. The cancellation of the distribution of part or all of the dividends on preference shares shall be considered and approved by the shareholders' general meeting. Where the Company resolves to cancel the distribution of part or all of the dividends on preference shares, the Company shall inform the Preference Shareholders at least 10 business days prior to dividend payment date in accordance with the requirement of the relevant authorities.

Dividends on the preference shares under the Issuance shall be paid in cash annually. The dividends shall start to accrue on the last day for payment of subscription money (18 October 2019). The dividend distribution date shall be the anniversary date of the last day for payment of subscription money. If any dividend distribution date

12 Method of dividend falls on a statutory holiday or day off of China, it shall be postponed

payment to the next trading day and the payable dividends shall bear no interest for such postponement period.

		Any tax payable on the dividends of preference shares shall be borne
		by the Preference Shareholders in accordance with the relevant laws
		and regulations.
		When the conditions for mandatory conversion are met, the
		outstanding preference shares under the Issuance, subject to
		regulatory approvals, shall be wholly or partially converted into A
		ordinary shares.
		1. Conditions for mandatory conversion
13	Transferability	(1) If the core equity tier-1 ("CET 1") capital adequacy ratio of
		the Company decreases to 5.125% or below, the preference
		shares under the Issuance shall be wholly or partially
		converted into A ordinary shares to restore the Company's
		CET 1 capital adequacy ratio to above 5.125%. In the case of
		partial conversion, all preference shares under the Issuance
		shall be converted on a pro rata basis on the same conditions.

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1. All preference shares under the Issuance shall be converted into A ordinary shares upon the occurrence of the earlier of the following two situations: (i) the banking regulatory authorities under the State Council are of the view that the Company can no longer be viable if the preference shares are not converted; (ii) the relevant authorities are of the view that the Company can no longer be viable without capital injections from the public sector or any support to the same effect.

When the above conditions of mandatory conversion are met, the Company shall report the conversion of the preference shares under the Issuance to ordinary shares to the banking regulatory authorities under the State Council for approval, and shall perform disclosure obligations in accordance with the Securities Law of the People's Republic of China and relevant provisions of the CSRC through preliminary reports, announcements and other channels.

1. Basis of conversion amount
   The number of ordinary shares converted from the preference shares shall be calculated by using the formula: Q = V/P.
   "V" is the aggregate nominal value of the preference shares to be converted; and "P" is the conversion price.
   If there is a fraction of ordinary share after conversion of the preference shares held by a holder by using the above formula, it shall be dealt with in accordance with the requirements of relevant regulatory authorities.
2. Conversion price and adjustment mechanisms
3. 1. Initial conversion price
      The initial conversion price of the preference shares under the Issuance shall be the average trading price of the A ordinary shares of the Company in 20 trading days preceding the date of the Board resolution announcement on the Issuance of Preference Shares (i.e. RMB8.79 per share).

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1. Adjustment mechanisms of conversion price
   Upon the date of the Board's approval of the Issuance of the Preference Shares, whenever the capital of the Company is changed due to the issue of bonus shares, capitalization, issue of new shares at a price lower than the market price or rights issue (other than the issue of new shares upon conversion of convertible instruments issued by the Company), the Company shall adjust the conversion price according to the sequence of occurrence of the above events by using the following formulas:
   For issue of bonus shares or capitalization issue: P1 = P0×N/ (N+n);
   For issue of new shares at a price lower than the market price or rights issue: P1 =P0×(N+k)/(N+n); k = n×A/M;
   Where: "P0" is the mandatory conversion price effective before adjustment; "N" is the total ordinary share capital of the Company before the issue of bonus shares, capitalization issue, issue of new shares or rights issue; "n" is the number of shares created under the issue of bonus shares, capitalization issue, issue of new shares or rights issue; "A" is the issue price of new shares or rights issue; "M" is the closing price of A ordinary shares on the trading day preceding the date of the announcement (announcement of the terms of valid and irrevocable issue of new shares or rights issue) of the issue of new shares or rights issue; "P1" is the mandatory conversion price effective after adjustment.
   When the above changes in the Company's ordinary shares occur, the Company will adjust the conversion price for mandatory conversion accordingly and disclose the relevant information in accordance with the relevant requirements.
   If there are changes to the class, number of shares and/or the rights and benefits of the holders of shares of the Company that may affect the interests of the holders of the preference shares under the Issuance due to share repurchase, merger, division or other transactions, the Company, for anti-dilution purpose, may adjust the conversion price based on the actual circumstances and in accordance with the principles of fairness, justice, equity and balance of the interests of the holders of the preference shares under the Issuance and ordinary shares. The adjustment of conversion price and measures shall be determined in accordance with the laws and regulatory requirements.

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		The mandatory conversion price of the preference shares
		will not be adjusted for the distribution of cash dividends on
		ordinary shares by the Company.
		According to the resolutions approved by the annual general
		meeting for 2017, the second A share class meeting for
		2018 and the second H share class meeting for 2018 of the
		Company, the Company has completed the implementation
		of the plan of capital reserve capitalization for 2017 in July
		2018 in a proportion of two Shares for every 10 shares being
		held. Based on the aforementioned formulas for adjustments,
		upon the capital reserve capitalization, the mandatory
		conversion price of domestic preference shares shall be
		adjusted to RMB7.33 per share.
		4. Attribution of dividends on ordinary shares in the year of
		mandatory conversion
		Any additional A ordinary shares of the Company resulting
		from the mandatory conversion of the preference shares under
		the Issuance shall rank pari passu with the Company's existing
		A ordinary shares. All Ordinary Shareholders (including any
		holders of A ordinary shares converted from the preference
		shares under the Issuance) registered on the share register of
		the Company on the dividend record date shall be entitled to
		dividend distributions on ordinary shares for the period and shall
		equally enjoy all the interests of Ordinary Shareholders.
		1. Subject of the right of redemption
	Conditional	The Issuance of the Preference Shares provides conditional
14	redemption by the Company but investors are not allowed to
redemption terms
	sell back their preference shares. Preference Shareholders do not
		have the right to demand redemption of their preference shares
		by the Company.

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		2. Conditions and timing of redemption
		The Company is entitled to exercise its redemption right in the
		following circumstances with prior approval of the banking
		regulatory authorities under the State Council:
		(1) Replacing the redeemed preference shares with capital
		instruments of equal or higher quality while maintaining the
		Company's profitability;
		(2) Ensuring a capital level significantly higher than the
		regulatory capital requirements by the banking regulatory
		authorities under the State Council following the
		redemption.
		Upon the fifth anniversary of the issuance date, being 15 October
		2019, the Company may redeem all or part of the preference
		shares under the Issuance on any dividend distribution dates
		until all the preference shares have been converted or redeemed.
		In case of partial redemption, all of the preference shares
		under the Issuance shall be redeemed on a pro rata basis on the
		same conditions. The arrangement for the redemption shall be
		determined by the Board in accordance with the authorization of
		the shareholders' general meeting.
		3. Redemption price
		The preference shares under the Issuance shall be redeemed in
		cash. The redemption price shall be the nominal value plus any
		declared but unpaid dividends for the then period.
		Pursuant to the Credit Rating Report on the Non-public Issuance of
		Preference Shares of 2019 of China Minsheng Banking Corp., Ltd.
15	Rating	issued by Dagong Global Credit Rating Co., Ltd., the credit rating
of the preference shares under the Issuance is AA+, the Company's
		issuer credit rating is AAA and the Company's rating outlook is
		"stable".
16	Guarantee	There is no guarantee arrangement in relation to the preference shares
under the Issuance.
		The preference shares under the Issuance are not subject to any lock-
17	Transferability	up period and shall be transferable through the designated trading
		platform of the Shanghai Stock Exchange.

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		1. Restriction on voting rights
		Preference Shareholders shall not be entitled to attend
		shareholders' general meetings and the preference shares held
		by them shall have no voting rights. However, in the event of
		any of the following circumstances, the Preference Shareholders
		shall have the right to attend shareholders' general meetings and
		to vote, as a different class of shares, on the following matters.
		Each preference share shall have one voting right provided that
		the preference shares held by the Company shall have no voting
		rights:
		(1)	amendment to the provisions of the Articles of Association
			of the Company in relation to the preference shares;
		(2)	decrease in registered capital of the Company by more than
	Restriction on		10% on one occasion or otherwise;
18	and restoration of
	voting rights	(3)	merger, division, dissolution or change in form of
			incorporation of the Company;
		(4)	issuance of the preference shares by the Company;
		(5) other circumstances specified by laws, administrative
			regulations, departmental rules, any securities regulatory
			authorities of the listing places of the Company or the
			Articles of Association of the Company.
		Any resolutions on the foregoing matters shall be adopted by
		more than two thirds (2/3) of the voting rights of the Ordinary
		Shareholders present at the meeting (including the Preference
		Shareholders whose voting rights have been restored) and by
		more than two thirds (2/3) of the voting rights of the Preference
		Shareholders present at the meeting (excluding the Preference
		Shareholders whose voting rights have been restored).

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2. Restoration of voting rights

If there are outstanding preference shares under the Issuance and the Company fails to pay dividends on preference shares for a total of three financial years or for two consecutive financial years, the Preference Shareholders shall have the right to attend shareholders' general meetings and vote with Ordinary Shareholders from the day following the date on which the shareholders' general meeting resolves not to distribute the agreed dividends on preference shares for that year.

1. Restoration of voting rights
   The number of voting rights to be restored from preference shares shall be calculated by using the following formula: Q = V/P. The number of voting rights shall be rounded down to the nearest integer.

"V" is the total nominal value of the preference shares for which the voting rights shall be restored; "P" is the average trading price of the A ordinary shares of the Company for the 20 trading days preceding the date of the Board resolution announcement on the Issuance of Preference Shares (i.e. RMB8.79 per share).

1. Adjustment on the implied conversion price upon restoration of voting rights
   After the Board has resolved to the Issuance of Preference Shares, whenever the capital of the Company is changed due to the issue of bonus shares, capitalization, issue of new shares at a price lower than the market price or rights issue (other than the issue of new shares upon conversion of convertible instruments issued by the Company), the Company shall adjust the implied conversion price upon restoration of voting rights according to the sequence of occurrence of the above events by using the following formulas:
   For issue of bonus shares or capitalization: P1 = P0×N/ (N+n);
   For issue of new shares at a price lower than the market price or rights issue: P1 = P0×(N+k)/(N+n); k = n×A/M;

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Where: "P0" is the conversion price effective before adjustment; "N" is the total ordinary share capital of the Company before the issue of bonus shares, capitalization issue, issue of new shares or rights issue; "n" is the number of shares created under the issue of bonus shares, capitalization issue, issue of new shares or rights issue; "A" is the issue price of new shares or rights issue; "M" is the closing price of A ordinary shares on the trading day preceding the date of the announcement (announcement of the terms of valid and irrevocable issue of new shares or rights issue) of the issue of new shares or rights issue; "P1" is the mandatory conversion price effective after adjustment.

When the above changes in the Company's ordinary shares occur, the Company will adjust the implied conversion price upon restoration of voting rights and disclose the relevant information in accordance with the relevant requirements.

If there are changes in the share or the interests of holders of shares of the Company that may affect the interests of the Preference Shareholders due to share repurchase, merger, division or other transactions, the Company shall, for the purpose of anti-dilution, adjust the implied conversion price upon restoration of voting rights based on the actual circumstances and in accordance with the principles of fairness, justice, equity and balance of interests of the holders of preference shares under the Issuance and ordinary shares. The adjustment to the implied conversion price and measures shall be determined in accordance with the laws and relevant regulatory requirements.

The implied conversion price of the preference shares upon restoration of voting rights will not be adjusted according to the Company's distribution of cash dividends on ordinary shares.

According to the resolutions approved by the annual general meeting for 2017, the second A share class meeting for 2018 and the second H share class meeting for 2018 of the Company, the Company has completed the implementation of the plan of capital reserve capitalization for 2017 in July 2018 in a proportion of two Shares for every 10 shares being held. Based on the aforementioned formulas for adjustments, upon the capital reserve capitalization, the implied conversion price of domestic preference shares shall be adjusted to RMB7.33 per share.

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3. Cancellation of restoration of voting rights

The voting rights shall be restored until the date on which all dividends for the preference shares due for the current year are paid.

Total proceeds from the Issuance amounted to RMB20 billion. In accordance with applicable laws and regulations and the approval by 19 Use of proceeds regulatory authorities, including the banking regulatory authorities under the State Council and the CSRC, the proceeds from the Issuance after deduction of issuance expenses, are fully used for

replenishment of the additional tier 1 capital of the Company.

20 Explanations on Nil other special terms

1. COMPLIANCE OF THE PROCESS OF THE ISSUANCE OF PREFERENCE SHARES AND THE PLACEES

Grandall Law Firm (Beijing), the legal advisor of the Company, is of the view that: the Issuance of the Company has obtained the necessary internal approvals and authorization from the Company and has obtained the approvals from the former China Banking Regulatory Commission and CSRC; the legal documents (including the Subscription Invitations and the Application and Quotation Sheets) prepared and signed in respect of the Issuance are legal and

valid; the process of the Issuance has been in compliance with Implementation Rules for the Non-public Issuance of Stocks by Listed Companies (《上市公司非公開發行股票實施細則》)

and other applicable requirements and the process of the issuance has been fair and just; and the offering results, including the placees, the coupon rates, the number of preference shares being issued, the allotment results for all placees, are determined by the process of the issuance

in a fair and just manner and in compliance with Administrative Measures on the Pilot Program of Preference Shares (《優先股試點管理辦法》) . Dealing in the preference shares under

the Issuance on the Shanghai Stock Exchange shall be subject to the approval of the Shanghai Stock Exchange.

IV.COMMITMENT BY THE BOARD REGARDING REMEDIAL MEASURES OF THE ISSUANCE

1. Further strengthen capital management and optimize resources allocation
   The Company will adhere to the principles of capital constraints and improve the audit system of capital utilization to establish a budget assessment system mainly based on capital adequacy ratio. In addition, the Company will strengthen its capital management through various policies to maintain the orderly increase in assets of different operating units and reduce lock-in capital.

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1. Grasp opportunities to support business development
   The Company will leverage on its advantages in business model and management mechanisms to seize opportunities arising from the development of mixed economy, new urbanization and industry upgrading through reforms, innovation and proper approaches. In addition, the Company will strengthen the planning and cooperation among different business lines to develop regional distinctive business and services for small business finance and community finance as well as the industry chains and supply chains.
2. Deepen management reform and innovation
   By optimizing the coordination between departments and their operating models, the Company will continue to enhance its innovative management model and expand the coverage and types of application of the strategic management tools. The Company will also promote the development of information technology systems by exploring business models to integrate information technologies, such as internet and big data, into the financial services so as to improve the Company's refined management system.
3. Continuously enhance comprehensive risk control
   The Company will improve the measurement, identification and alert of risks by strengthening its compliance, restricting the increase of non-performing loans and putting more efforts to the recovery and disposal of non-performing assets to preserve the quality of its assets.

By Order of the Board

CHINA MINSHENG BANKING CORP., LTD.

Hong Qi

Chairman

Beijing, PRC

25 October 2019

As at the date of this announcement, the executive directors of the Company are Mr. Hong Qi and Mr. Zheng Wanchun; the non- executive directors are Mr. Zhang Hongwei, Mr. Lu Zhiqiang, Mr. Liu Yonghao, Mr. Shi Yuzhu, Mr. Wu Di, Mr. Song Chunfeng, and Mr. Weng Zhenjie; and the independent non-executive directors are Mr. Liu Jipeng, Mr. Li Hancheng, Mr. Xie Zhichun, Mr. Peng Xuefeng, Mr. Liu Ningyu and Mr. Tian Suning.

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