China Minsheng Banking : CIRCULAR OF THE ANNUAL GENERAL MEETING FOR 2021 AND THE FIRST H SHARE CLASS MEETING FO…

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.

ʕ਷͏͛ვБٰ΅Ϟࠢʮ̡

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 2021 FINAL FINANCIAL REPORT FOR 2021 PROPOSED PROFIT DISTRIBUTION PLAN FOR 2021

ANNUAL BUDGETS FOR 2022

WORK REPORT OF THE BOARD FOR 2021

WORK REPORT OF THE BOARD OF SUPERVISORS FOR 2021

REPORT OF REMUNERATION OF DIRECTORS FOR 2021

REPORT OF REMUNERATION OF SUPERVISORS FOR 2021 RE-APPOINTMENT AND REMUNERATION OF THE AUDITING FIRMS FOR 2022

ADJUSTMENT TO THE PLAN OF PUBLIC ISSUANCE AND LISTING OF

A SHARE CONVERTIBLE CORPORATE BONDS,

THE EXTENSION OF THE VALIDITY PERIOD OF THE RESOLUTIONS

ON THE PUBLIC ISSUANCE OF A SHARE CONVERTIBLE CORPORATE BONDS AND THE AUTHORIZATION PERIOD TO THE BOARD AND ITS AUTHORIZED PERSONS

TO EXERCISE FULL POWER TO DEAL WITH MATTERS RELATING TO THE ISSUANCE GRANTING OF GENERAL MANDATE FOR THE ISSUANCE OF SHARES TO THE BOARD

FORMULATION OF THE SHAREHOLDER RETURN PLAN FOR 2022 TO 2024 TOTAL ANNUAL BUDGET FOR EXTERNAL DONATIONS FOR 2022 TO 2023 AND THE PLAN

OF AUTHORIZATION TO THE BOARD FOR EXTERNAL DONATIONS BY THE

SHAREHOLDERS' GENERAL MEETING

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AMENDMENTS TO THE RULES OF PROCEDURE FOR SHAREHOLDERS' GENERAL MEETING

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

AMENDMENTS TO THE ADMINISTRATIVE MEASURES FOR RELATED PARTY

TRANSACTIONS AND

NOTICE OF THE ANNUAL GENERAL MEETING FOR 2021 NOTICE OF THE FIRST H SHARE CLASS MEETING FOR 2022

The Company will convene the AGM and the Class Meetings at 2:00 p.m. on Friday, 10 June 2022 at Conference Room No. 3, 1/F, Minsheng Bank East Gate, No. 28 Xirongxian Lane, Xicheng District, Beijing, the PRC. Notices convening the AGM and the H Share Class Meeting have been sent to the Shareholders pursuant to the Hong Kong Listing Rules on 25 April 2022.

If you intend to appoint a proxy to attend the AGM and/or the Class Meetings, 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 Company (for holders of A Shares) not less than 24 hours before the time fixed for holding the AGM and/or the Class Meetings (i.e. not later than 2:00 p.m. on Thursday, 9 June 2022) in person or by post. Completion and return of the form of proxy will not preclude you from attending the AGM and/or the Class Meetings and voting in person if you so wish.

If you intend to attend the AGM and/or the Class Meetings 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 Company (for holders of A Shares) on or before Tuesday, 7 June 2022.

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

25 April 2022

CONTENTS
Page
DEFINITIONS ....................................................	1
LETTER FROM THE BOARD .......................................	4

1.	Annual Report for 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
2.	Final Financial Report for 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
3.	Proposed Profit Distribution Plan for 2021 . . . . . . . . . . . . . . . . . . . . . . . .	7
4.	Annual Budgets for 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
5.	WorkReportoftheBoardfor2021 .............................	11
6.	Work Report of the Board of Supervisors for 2021 . . . . . . . . . . . . . . . . . .	11
7.	Report of Remuneration of Directors for 2021 . . . . . . . . . . . . . . . . . . . . .	12
8.	Report of Remuneration of Supervisors for 2021 . . . . . . . . . . . . . . . . . . .	13
9.	Re-appointment and Remuneration of the Auditing Firms for 2022 . . . . .	14
10.	Adjustment to the Plan of Public Issuance and Listing of A Share
Convertible Corporate Bonds, the Extension of the Validity Period of
the Resolutions on the Public Issuance of A Share Convertible
Corporate Bonds and the Authorization Period to the Board and its
Authorized Persons to Exercise Full Power to Deal with Matters
RelatingtotheIssuance ....................................	15
11.	24
12.	26
13.
26
14.	27
15.
27
16.	28
17.	29
18.
29

Granting of General Mandate for the Issuance of Shares to the Board . . .

Formulation of the Shareholder Return Plan for 2022 to 2024 . . . . . . . . .

Total Annual Budget for External Donations for 2022 to 2023 and the

Plan of Authorization to the Board for External Donations by the Shareholders' General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . . . . .

Amendments to the Rules of Procedure for Shareholders' General

Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

Amendments to the Rules of Procedure for the Supervisory Board . . . . . .

Amendments to the Administrative Measures for Related Party

Transactions .............................................

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CONTENTS

APPENDIX IAPPENDIX IIAPPENDIX IIIAPPENDIX IVPLAN OF PUBLIC ISSUANCE AND LISTING OF

THE A SHARE CONVERTIBLE CORPORATE BONDS BY CHINA MINSHENG BANKING CORP.,

LTD. ......................................... 38

SHAREHOLDER RETURN PLAN FOR 2022 TO 2024

OF CHINA MINSHENG BANKING CORP., LTD. ..... 50

COMPARISON TABLE OF AMENDMENTS TO THE

RULES OF PROCEDURE FOR SHAREHOLDERS' GENERAL MEETING OF

CHINA MINSHENG BANKING CORP., LTD. ........ 53

COMPARISON TABLE OF THE AMENDMENTS

TO THE RULES OF PROCEDURE FOR

THE SUPERVISORY BOARD OF CHINA

MINSHENG BANKING CORP., LTD. .............. 77

NOTICE OF THE ANNUAL GENERAL MEETING FOR 2021 .............. 85

NOTICE OF THE FIRST H SHARE CLASS MEETING FOR 2022 .......... 88

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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 Company which is/are subscribed for by domestic investors and are listed for trading on the SSE (stock code: 600016)

"A Share Class Meeting"

the first A Share class meeting of the Company for 2022 to be held after the conclusion of the AGM or any adjournment thereof on Friday, 10 June 2022 at Conference Room No. 3, 1/F, Minsheng Bank East Gate, No. 28 Xirongxian Lane, Xicheng District, Beijing, the PRC or any adjournment thereof

"A Share Convertible Bonds" or

"Convertible Bonds"

convertible corporate bonds in the total amount of not more than RMB50 billion which are convertible into new A Shares, proposed to be issued by the Company

"AGM"

the annual general meeting of the Company for 2021 to be held at 2:00 p.m. on Friday, 10 June 2022 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 Company

"Board"

the board of directors of the Company

"Board of Supervisors"

the board of supervisors of the Company

"CBIRC"

"Class Meeting(s)"

the China Banking and Insurance

Commission (ʕ਷ვБڭᎈ္ຖ၍ଣ։ࡰึ)

RegulatoryA Share Class Meeting and/or H Share Class Meeting

"Company" or "Bank"

China Minsheng Banking Corp., Ltd. (ʕ਷͏͛ვБٰ΅ Ϟࠢʮ̡), 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

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DEFINITIONS
"CSRC"	the China Securities Regulatory Commission (ʕ਷ᗇՎ
္ຖ၍ଣ։ࡰึ)
"Director(s)"	the director(s) of the Company
"Company Law"	the Company Law of the People's Republic of China
"cash dividend"	proposed payment of cash dividend of RMB2.13 (tax
inclusive) for every 10 Shares to the A Shareholders and
the H Shareholders whose names appear on the registers
of members of the Company as at the close of business on
the respective record date
"Group"	the Company and its subsidiaries
"H Share Class Meeting"	the first H Share class meeting of the Company for 2022
to be held after the conclusion of the AGM and the A
Share Class Meeting or any adjournment thereof on
Friday, 10 June 2022 at Conference Room No. 3, 1/F,
Minsheng Bank East Gate, No. 28 Xirongxian Lane,
Xicheng District, Beijing, the PRC or any adjournment
thereof, the notice of which is set out in this circular
"H 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 Company, 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
"Issuance of A Share Convertible	the proposed public issuance and listing of A Share
Bonds"	Convertible Bonds by the Company in accordance with
the Proposal in respect of the Issuance of A Share
Convertible Bonds
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