China Minsheng Banking : FORM OF PROXY FOR THE FIRST H SHARE CLASS MEETING FOR 2019 TO BE HELD ON TUESDAY, 26 F…

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)

(USD Preference Shares Stock Code: 04609)

FORM OF PROXY FOR THE FIRST H SHARE CLASS MEETING FOR 2019

TO BE HELD ON TUESDAY, 26 FEBRUARY 2019

Number of H shares to which this Form of Proxy relates (Note 1)

I/We (Note 2)

of (Note 2)

being the holder(s) of H shares of China Minsheng Banking Corp., Ltd. (the "Company"), hereby appoint the Chairman of the Meeting or (Note 3)

of as my/our proxy to attend and vote for me/us and on my/our behalf at the first H share class meeting for 2019 of the Company (the "H Share Class Meeting" or the "Meeting") to be held after the conclusion of the first extraordinary general meeting for 2019 of the Company and the first A share class meeting for 2019 of the Company or any adjournment thereof at Xihua Hall, 11/F, Beijing Minzu Hotel, No. 51 Fuxingmennei Avenue, Xicheng District, Beijing, the PRC on Tuesday, 26 February 2019 or at any adjournment thereof as indicated hereunder in respect of the resolutions set out in the Notice of the First H Share Class Meeting for 2019 of the Company dated 11 January 2019 ("Notice of H Share Class Meeting"). In the absence of any indication, the proxy may vote at his/her own discretion.

SPECIAL RESOLUTIONS		For(Note 4)	Against(Note 4)	Abstain(Note 4)
1.	Each of the following items of the proposal in respect of the Plan of the Non-public Issuance of Offshore Preference Shares of China Minsheng Banking Corp., Ltd.:
	1.01 Type and scale of securities to be issued
	1.02 Maturity
	1.03 Method of issuance
	1.04 Placees
	1.05 Nominal value and issue price
	1.06 Dividend distribution provisions
	1.07 Conditional redemption
	1.08 Mandatory conversion provisions
	1.09 Restriction on and restoration of voting rights
	1.10 Order of distribution on liquidation and basis for liquidation
	1.11 Use of proceeds
	1.12 Rating
	1.13 Guarantee arrangement
	1.14 Transferability
	1.15 Compliance of latest regulatory requirements
	1.16 Effective period of the resolution of the non-public issuance of preference shares
2.	The proposal to the shareholders' general meeting on the authorization to the board of directors and its authorized persons to exercise full power to deal with matters relating to the non-public issuance of the offshore preference shares
3.	The proposal on extension of validity period of the resolution of shareholders' general meeting of China Minsheng Banking Corp., Ltd. in respect of the non-public issuance of the domestic preference shares and authorization period to the board of directors and its authorized persons to deal with relevant matters

Date:

2019

Signature(Note 5):

Notes:

Important: You should review the circular to which the H Share Class Meeting relates, to be published/dispatched on or before 1 February 2019 before appointing the proxy.

• 1. Please insert the number of H shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the H shares registered in your name(s).

• 2. Please insert the full name(s) (in Chinese or English) and address(es) (as recorded in the register of members of the Company) in BLOCK LETTERS.

• 3. If any proxy other than the Chairman of the Meeting is preferred, delete the words "the Chairman of the Meeting or" and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend the Meeting and vote in his/her stead. A proxy needs not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number of H shares in respect of each of such proxies. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALED BY THE PERSON WHO SIGNS IT.

• 4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED "ABSTAIN". The shares abstained will be counted in the calculation of the required majority. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his/her discretion. Unless you have indicated otherwise in this form of proxy, your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the Notice of H Share Class Meeting.

• 5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must either be executed under seal or under the hand of a director or an attorney duly authorised to sign the same. If this form of proxy is signed by an attorney of the appointer, the power of attorney authorising that attorney to sign, or other document of authorisation, must be notarised.

• 6. Where there are joint holders of any H shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such H shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the Meeting, either personally or by proxy, then one of the said persons so present whose name stands first in the register of members in respect of such shares shall alone be entitled to vote in respect thereof.

• 7. To be valid, for holders of H shares, this form of proxy, together with the notarised power of attorney or other documents of authorisation (if any), must be delivered to Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 24 hours before the time appointed for the Meeting (i.e. not later than 2:00 p.m. on Monday, 25 February 2019).

• 8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting in person. In such event, the instrument appointing a proxy shall be deemed to be revoked.

• 9. Shareholders or their proxies attending the Meeting shall produce their identification documents.

• 10. References to times and dates in this form of proxy are Hong Kong times and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

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