China Minsheng Banking : Circular of the First Extraordinary General Meeting for 2

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.

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)

ELECTION OF

MR. YUAN GUIJUN AS AN EXECUTIVE DIRECTOR

AMENDMENTS TO CERTAIN PROVISIONS OF

THE ARTICLES OF ASSOCIATION

AMENDMENTS TO CERTAIN PROVISIONS OF THE RULES

OF PROCEDURES FOR SHAREHOLDERS' GENERAL MEETING

AMENDMENTS TO CERTAIN PROVISIONS

OF THE ADMINISTRATIVE MEASURES OF

RELATED PARTY TRANSACTIONS

FORMULATION OF

CAPITAL MANAGEMENT PLAN FOR 2021 TO 2023

AND

NOTICE OF

THE FIRST EXTRAORDINARY GENERAL MEETING FOR 2021

The Company will convene the EGM at 2:00 p.m. on Friday, 22 January 2021 at Tian'an Office Building of China Minsheng Bank, No. 28 Xirongxian Lane, Xicheng District, Beijing, the PRC. Notice convening the EGM is set out in this circular.

If you intend to appoint a proxy to attend the EGM, 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 EGM or any adjournment thereof (i.e. not later than 2:00 p.m. on Thursday, 21 January 2021) in person or by post. Completion and return of the form of proxy will not preclude you from attending the EGM and voting in person if you so wish.

If you intend to attend the EGM 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 Thursday, 31 December 2020.

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

8 December 2020

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
1.	Resolution on the Election of Mr. Yuan Guijun as an Executive Director . . . . . . . . .	4
2.	Resolution on the Amendments to Certain Provisions of the Articles of Association . . . . .	5

3. Resolution on the Amendments to Certain Provisions of the Rules of Procedures

for Shareholders' General Meeting . . . . . . . . . . . . . . . . . . . . . . .

6

4. Resolution on the Amendments to Certain Provisions of the Administrative

Measures of Related Party Transactions . . . . . . . . . . . . . . . . . . . . .	6
5. Resolution on the Capital Management Plan for 2021 to 2023 . . . . . . . . . . . . . .	7
APPENDIX I COMPARISON TABLE OF AMENDMENTS TO
THE ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . .	8

APPENDIX II COMPARISON TABLE OF AMENDMENTS TO

• THE RULES OF PROCEDURES FOR
• SHAREHOLDERS' GENERAL MEETING OF

  CHINA MINSHENG BANKING CORP., LTD. . . . . . . . . . . . . 15

APPENDIX III COMPARISON TABLE OF AMENDMENTS TO

	THE ADMINISTRATIVE MEASURES OF
	RELATED PARTY TRANSACTIONS OF
	CHINA MINSHENG BANKING CORP., LTD. . . . . . . . . . . . .	20
APPENDIX IV CAPITAL MANAGEMENT PLAN OF
	CHINA MINSHENG BANKING CORP., LTD. FOR 2021 TO 2023 . . .	35
NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING FOR 2021 . . . . . .	38

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"A Share(s)"	domestic ordinary Share(s) of RMB1.00 each issued by the Company
	which is/are subscribed for by domestic investors in Renminbi and are
	listed for trading on the Shanghai Stock Exchange (stock code: 600016)
"A Shareholder(s)"	holder(s) of A Share(s)
"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"	the China Banking and Insurance Regulatory Commission
"Company" or "Bank"	China Minsheng Banking Corp., Ltd. (中國民生銀行股份有限公司) , a
	joint stock company incorporated with limited liability in accordance with
	the Company Law of the People's Republic of China, the H Shares and
	A Shares of which are listed on the Hong Kong Stock Exchange and the
	Shanghai Stock Exchange respectively
"Director(s)"	the director(s) of the Company
"EGM"	the first extraordinary general meeting of the Company of 2021 to be
	held at 2:00 p.m. on Friday, 22 January 2021 at Tian'an Office Building
	of China Minsheng Bank, No. 28 Xirongxian Lane, Xicheng District,
	Beijing, the PRC or and adjournment thereof, the notice of which is set
	out in this circular
"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
"H Shareholder(s)"	Holder(s) of H Share(s)
"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

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	DEFINITIONS
"PRC" or "China"	the People's Republic of China, for the purpose of this circular, excluding
	Hong Kong, Macau and Taiwan
"RMB" or "Renminbi"	Renminbi, the lawful currency of the PRC
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
	Kong)
"Shanghai Stock Exchange"	the Shanghai Stock Exchange
"Share(s)"	the ordinary Share(s) of the Company, including A Share(s) and H
	Share(s)
"Shareholder(s)"	holder(s) of the Share(s)
"Supervisor(s)"	the supervisor(s) of the Company

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