Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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)

PROPOSED AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

The meetings (the "Meetings") of the board of directors (the "Board") and the supervisory board (the "Supervisory Board") of China Minsheng Banking Corp., Ltd. (the "Company") were held as on-site meetings in Beijing on 29 March 2022. The Meetings considered and approved, among other matters, the Proposal in respect of the Amendments to the Articles of Association of China Minsheng Banking Corp., Ltd.

In accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Commercial Bank Law of the People's Republic of China and other laws and regulations, the Corporate Governance Standards for Banking and Insurance Institutions, the Guidelines for Articles of Association of Listed Companies, the Rules of General Meeting of Listed Companies, the Rules for the Independent Directors of Listed Companies, the Measures for the Evaluation of Performance of Duties by Directors and Supervisors of Banking and Insurance Institutions (for Trial Implementation), the Interim Measures for the Equity Management of Commercial Banks, the Measures for the Administration of Affiliated Transactions of Banking and Insurance Institutions and other regulatory systems, the Company proposed to amend the Articles of Association of China Minsheng Banking Corp., Ltd. (the "Articles").

For details of the proposed amendments to the Articles, please refer to Appendix I.

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

By Order of the Board

CHINA MINSHENG BANKING CORP., LTD.

Gao Yingxin

Chairman

Beijing, PRC

30 March 2022

As at the date of this announcement, the Executive Directors of the Company are Mr. Gao Yingxin, Mr. Zheng Wanchun and Mr. Yuan Guijun; the Non-Executive Directors are Mr. Zhang Hongwei, Mr. Lu Zhiqiang, Mr. Liu Yonghao, Mr. Shi Yuzhu, Mr. Wu Di, Mr. Song Chunfeng, Mr. Yang Xiaoling and Mr. Zhao Peng; and the Independent Non-Executive Directors are Mr. Liu Jipeng, Mr. Li Hancheng, Mr. Xie Zhichun, Mr. Peng Xuefeng, Mr. Liu Ningyu and Mr. Qu Xinjiu.

APPENDIX I DETAILS OF THE PROPOSED AMENDMENTS

No.

Article Number

Original Article

New Article

Reasons for Amendment

1

Article 2

nn

The promoters of the Bank made their capital contributions in cash in 1995.

nn

Pursuant to an approval by the State Council and the People's Bank of China, the Bank issued 1,380,248,376 ordinary shares to 59 promoters, representing 100% of the total number of the ordinary shares of the Bank in issue, upon its establishment.

The promoters of the Bank made their capital contributions in cash in 1995.

After its establishment, the Bank issued 350,000,000 domestically listed domestic shares on 27 November 2000, pursuant to an approval by China Securities Regulatory Commission. Upon completion of the issue of domestic shares, the share capital of the Bank comprises of 1,380,248,376 promoter legal-person shares and 350,000,000 domestically listed domestic shares, representing 79.77% and 20.23% of the total share capital of the Bank respectively.

Contents of Article 23 of the original Articles of Association are incorporated into Article 2 with reference to the Guidelines for Articles of Association of Listed Companies (2022 Revision)

No.

Article Number

Original Article

New Article

Reasons for Amendment

2

Article 3

nn

On 26 March 2012, according to an approval by China Securities Regulatory Commission (Zheng Jian Xu Ke [2012] No. 211), the Bank further issued 1,650,852,240 overseas listed foreign shares (H Shares) of RMB1 each which were listed on The Stock Exchange of Hong Kong Limited on 2 April 2012.

On 14 December 2016, according to an approval by China Securities Regulatory Commission (Zheng Jian Xu Ke [2016] No. 2971), the Bank is authorised to issue 71,950,000 non-cumulative perpetual offshore preference shares of RMB100 each through private placing. Those shares were listed on The Stock Exchange of Hong Kong Limited on 15 December 2016.

nn

On 26 March 2012, according to an approval by China Securities Regulatory Commission (Zheng Jian Xu Ke [2012] No. 211), the Bank further issued 1,650,852,240 overseas listed foreign shares (H Shares) of RMB1 each which were listed on The Stock Exchange of Hong Kong Limited on 2 April 2012.

On 15 March 2013, according to an approval by China Securities Regulatory Commission (Zheng Jian Xu Ke [2012] No. 1573), the Bank is authorised to issue RMB20 billion of convertible corporate bonds of RMB100 each. The convertible corporate bonds were redeemed in advance on 24 June 2015, and the cumulative number of shares converted was 2,446,493,105.

On 14 December 2016, according to an approval by China Securities Regulatory Commission (Zheng Jian Xu Ke [2016] No. 2971), the Bank is authorised to issue 71,950,000 non-cumulative perpetual offshore preference shares of RMB100 each through private placing. Those shares were listed on The Stock Exchange of Hong Kong Limited on 15 December 2016.

On 15 October 2019, according to an approval by China Securities Regulatory Commission (Zheng Jian Xu Ke [2019] No. 1158), the Bank is authorised to issue 200,000,000 domestic preference shares of RMB100 each through private placing. Those shares were transferred on the integrated business platform of Shanghai Stock Exchange on 8 November 2019.

Amended in accordance with the actual changes in the Company's share capital

No.

Article Number

Original Article

New Article

Reasons for Amendment

3

Article 16

Subject to approvals by the regulatory authorities, such as the banking regulatory authorities under the State Council, and the registration authorities, the business scope of the Bank shall include:

  • (1) taking deposits from the public;

  • (2) provision of short, medium and long-term loans;

(3) processing domestic and overseas settlements;

(4) processing bill acceptance and discount;

  • (5) issuance of financial bonds;

  • (6) acting as issuance agent and payment agent, and underwriting government bonds;

(7) dealing in government and corporate bonds;

  • (8) engaging in inter-bank borrowing;

  • (9) dealing in foreign exchange as principal or agency;

Subject to approvals by the regulatory authorities, such as the banking regulatory authorities under the State Council, and the registration authorities, the business scope of the Bank shall include:

  • (1) taking deposits from the public;

  • (2) provision of short, medium and long-term loans;

(3) processing domestic and overseas settlements;

(4) processing bill acceptance and discount;

  • (5) issuance of financial bonds;

  • (6) acting as issuance agent and payment agent, and underwriting government bonds;

(7) dealing in government and corporate bonds;

  • (8) engaging in inter-bank borrowing;

  • (9) dealing in foreign exchange as principal or agency;

Amended according to the business scope in the Business License after completing the registration for change in Business License with Beijing Municipal Administration for Market Regulation on 27 January 2022

No.

Article Number

Original Article

New Article

Reasons for Amendment

  • (10) engaging in bank card business;

  • (11) providing letter of credit and guarantee;

(12) acting as receiving/payment agent and insurance agent;

(13) providing safekeeping boxes services;

(14) other businesses as approved by the banking regulatory authorities under the State Council.

Subject to approval by the People's Bank of China, the Bank may engage in settlement and sale of foreign exchange businesses.

(10) engaging in settlement and sale of foreign exchange business;

  • (11) engaging in bank card business;

  • (12) providing letter of credit and guarantee;

  • (13) acting as receiving/payment agent;

  • (14) providing safekeeping boxes services;

(15) insurance and insurance agency business;

(16) sales and custody of securities investment fund;

(17) other businesses as approved by the banking regulatory authorities under the State Council.

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CMBC - China Minsheng Banking Corporation Ltd. published this content on 31 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 March 2022 06:15:06 UTC.