China Minsheng Banking : Notice of the Second Extraordinary General Meeting for 2020

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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)

NOTICE OF THE SECOND EXTRAORDINARY

GENERAL MEETING FOR 2020

NOTICE IS HEREBY GIVEN that the second extraordinary general meeting for 2020 ("EGM") of China Minsheng Banking Corp., Ltd. (the "Company") will be held at 2:00 p.m. on Friday, 16 October 2020 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:

ORDINARY RESOLUTIONS

1. The resolution regarding the election of Directors of the eighth session of the Board of the Company

1.01 to consider and approve the appointment of Mr. Zhang Hongwei as non-executive Director of the Company

1.02 to consider and approve the appointment of Mr. Lu Zhiqiang as non-executive Director of the Company

1.03 to consider and approve the appointment of Mr. Liu Yonghao as non-executive Director of the Company

1.04 to consider and approve the appointment of Mr. Shi Yuzhu as non-executive Director of the Company

1.05 to consider and approve the appointment of Mr. Wu Di as non-executive Director of the Company

1.06 to consider and approve the appointment of Mr. Song Chunfeng as non-executive Director of the Company

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1.07 to consider and approve the appointment of Mr. Weng Zhenjie as non-executive Director of the Company

1.08 to consider and approve the appointment of Mr. Zhao Peng as non-executive Director of the Company

1. to consider and approve the appointment of Mr. Yang Xiaoling as non-executive Director of the Company
2. to consider and approve the appointment of Mr. Liu Jipeng as independent non-executive Director of the Company
3. to consider and approve the appointment of Mr. Li Hancheng as independent non- executive Director of the Company
4. to consider and approve the appointment of Mr. Xie Zhichun as independent non- executive Director of the Company
5. to consider and approve the appointment of Mr. Peng Xuefeng as independent non- executive Director of the Company
6. to consider and approve the appointment of Mr. Liu Ningyu as independent non- executive Director of the Company
7. to consider and approve the appointment of Mr. Qu Xinjiu as independent non-executive Director of the Company
8. to consider and approve the appointment of Mr. Gao Yingxin as executive Director of the Company
9. to consider and approve the appointment of Mr. Zheng Wanchun as executive Director of the Company

2. The resolution regarding the election of Shareholder Supervisors and external Supervisors of the eighth session of the Board of Supervisors of the Company

1. to consider and approve the appointment of Mr. Lu Zhongnan as Shareholder Supervisor of the Company

2.02 to consider and approve the appointment of Mr. Zhao Huan John as Shareholder Supervisor of the Company

2.03 to consider and approve the appointment of Mr. Li Yu as Shareholder Supervisor of the Company

2.04 to consider and approve the appointment of Mr. Wang Yugui as external Supervisor of the Company

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2.05 to consider and approve the appointment of Mr. Zhao Fugao as external Supervisor of the Company

2.06 to consider and approve the appointment of Mr. Zhang Liqing as external Supervisor of the Company

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Wednesday, 16 September 2020 to Friday, 16 October 2020 (both days inclusive), during which period no transfer of shares of the Company will be effected. For unregistered holders of H shares who intend to attend the EGM, all share certificates and the relevant transfer documents must be lodged with the Company'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 Tuesday, 15 September 2020. H shareholders whose names appear on the register of members of the Company on Wednesday, 16 September 2020 will be entitled to attend and vote at the EGM.

By Order of the Board

CHINA MINSHENG BANKING CORP., LTD.

Gao Yingxin

Chairman

31 August 2020

As at the date of this notice, the executive directors of the Company are Mr. Gao Yingxin 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.

Notes:

1. Any member of the Company entitled to attend and vote at the EGM 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 Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
2. Shareholders 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 A shares, the form of proxy together with the power of attorney or other authorization document notarially certified, if any, must be lodged with the office of the Board of the Company at Room 11, CMBC North Tower, No. 2 Fuxingmennei Avenue, Xicheng District, Beijing, PRC (postal code: 100031) not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof (i.e. not later than 2:00 p.m. on Thursday, 15 October 2020) in order for such documents to be valid. 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 EGM or any adjournment thereof (i.e. not later than 2:00 p.m. on Thursday, 15 October 2020) in order for such documents to be valid. Completion and delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

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1. Shareholders who intend to attend the EGM (in person or by proxy) shall complete and deliver the reply slip of EGM enclosed to Computershare Hong Kong Investor Services Limited or the office of the Board of the Company by hand, post or fax on or before Friday, 25 September 2020.
2. Shareholders shall produce their identification documents when attending the EGM.
3. If a proxy attends the EGM 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 their issuance. If a representative of a corporate shareholder attends the EGM, 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.
4. The EGM is expected to last for half day. Shareholders who attend the EGM (in person or by proxy) shall bear their own travelling, accommodation and other expenses.
5. References to times and dates of this notice are to Hong Kong times and dates.

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