China Minsheng Banking : PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIAT

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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)

PROPOSED AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

The meeting (the "Meeting") of the board of directors (the "Board") of China Minsheng Banking Corp., Ltd. (the "Company" or the "Bank") was held as on-site meeting in Beijing on 30 November 2020.

The Meeting considered and approved (among others) the Proposal in respect of the Amendments to Certain Provisions of the Articles of Association of China Minsheng Banking Corp., Ltd.

According to the Approval on Change of Notice Period of General Meeting and Other Matters relating to Overseas Listed Companies (Guo Han [2019] No.97) (《關於調整適用在境外上市公司 召開股東大會通知期限等事項規定的批覆》（國函[2019]97號）) issued by the State Council and

the Notice of the CBRC on Enhanced Management of Pledge of Equity Interests in Commercial Banks (Yin Jian Fa [2013] No.43) (《中國銀監會關於加強商業銀行股權質押管理的通知》（銀

監發[2013]43號）) , and taking into account the actual situation of the Company, the Company proposed to amend the Articles of Association of China Minsheng Banking Corp., Ltd. (the "Articles") (the "Proposed Amendments").

For details of the Proposed Amendments, please refer to Appendix I to this announcement.

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The Proposed Amendments are subject to the consideration and approval as a special resolution at the extraordinary general meeting of the Company. A circular containing, among others, details of the Proposed Amendments together with the notice of the extraordinary general meeting will be dispatched to the shareholders of the Company in due course. The existing Articles will remain effective until the Proposed Amendments take effect.

By Order of the Board

CHINA MINSHENG BANKING CORP., LTD.

Gao Yingxin

Chairman

Beijing, PRC

30 November 2020

As at the date of this announcement, 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 and Mr. Song Chunfeng; and the independent non-executive directors are Mr. Liu Jipeng, Mr. Li Hancheng, Mr. Xie Zhichun, Mr. Peng Xuefeng and Mr. Liu Ningyu.

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APPENDIX I:

DETAILS OF THE PROPOSED AMENDMENTS

Original Article

(as considered and approved by

Reasons for

No.

the 2019 annual general meeting)

Revised Article

Amendments

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Article 54  Registration of changes

Article 54

Registration of changes

A p p r o v a l

o n

to the register of shareholders of H

to the register of shareholders of H

Change

of

Notice

shares arising from transfer of shares

shares arising from transfer of shares

Period

of General

shall not be made within 30 days

shall not be made within 30 days

Meeting and Other

before the holding of shareholders'

before the holding of shareholders'

Matters

relating

to

meeting or within 5 days before the

meeting or within 5 days before the

Overseas

Listed

record

day of the Bank's decision

record

day

of

the

Bank's decision

Companies

to distribute dividends. For changes

to distribute dividends. For changes

to the register of shareholders of A

to the

register

of

shareholders

of

shares, the provisions of the relevant

A shares, the provisions of the

laws and regulations of the PRC shall

relevant laws

and regulations

of

apply.

the PRC shall apply.Where the

laws, administrative

regulations,

departmental

rules,

normative

documents and the stock exchanges

or regulatory authorities of the

jurisdiction

where

the

Bank's

shares are listed have provisions

on the period of closure of register

prior

to

a

general

meeting

or

the record date

for

determining

e n t i t l e m e n t s

t o

d i v i d e n d

distribution, such

provisions shall

prevail.

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Article

71If any shareholder

Article

71

If

any

shareholder

N o t i c e

o n

holding

more than 5% of the

holding

more

than

5%

of

the

E n h a n c e d

voting rights of the Bank pledges

voting rights of the Bank pledges

Management

of

any voting A shares, he/she shall

any voting A shares, he/she shall

Pledge

of

Equity

inform the Bank in written form

inform the Bank in written form

I n t e r e s t s

i n

immediately. Pledges of H shares

immediately. Pledges of H shares

Commercial Banks

shall be conducted in compliance

shall be conducted in compliance

by former CBRC

with Hong Kong laws, rules of the

with Hong Kong laws, rules of the

stock exchange and other applicable

stock exchange and other applicable

regulations.

regulations.

Shareholders

who

provide guarantees for themselves

or others with their shares of the

Bank shall inform the Board of

Directors of the Bank in advance.

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	Original Article
	(as considered and approved by							Reasons for
No.	the 2019 annual general meeting)		Revised Article		Amendments
		Where a shareholder who has
		representation	on	the Board
		of Directors or the Board of
		Supervisors, or directly, indirectly
		or jointly holds or controls no less
		than 2% of the shares or voting
		rights of the Bank pledges his/
		her shares of the Bank, he/she
		shall make filing to the Board of
		Directors in advance, which shall
		state the basic information of the
		pledge, including the reasons for
		the pledge, the number of shares
		involved, the term of pledge and
		the particulars of the pledgee.
		Where the Board of Directors
		considers the pledge to be
		materially adverse to the stability
		of the Bank's shareholding,
		corporate governance, as well as
		the control of risk and related
		party transaction, no filing shall be
		made. The	director(s) nominated
		by a shareholder proposing to
		pledge his/her shares of the Bank
		shall abstain from voting at the
		Board meeting at which such
		proposed filling is considered.
		U p o n	t h e c o m p l e t i o n	o f
		registration	of	the	pledge	of
		equity	interests,	the	shareholders
		involved shall provide the Bank
		with the relevant information in
		relation to the pledge of equity
		interests in a timely manner, so as
		to facilitate the risk management
		and	information	disclosure
		requirement of the Bank.

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