CMBC Announcement

Announcement on the Resolutions of the 17th Meeting of the 4th Session BOD

2008-5-7 9:40:19

The 17^th meeting of the 4^th session Board of Directors of the Bank was convened in Hangzhou, Zhejiang Province on April 22-23, 2008. The meeting notice was sent out via express mails and emails on April 12, 2008. The meeting was presided by Chairman Dong Wenbiao and all 18 directors or their proxies attended the meeting (13 in person and 5 entrusted others, in which Vice Chairman Zhang Hongwei and Director Chen Jian entrusted Chairman Dong Wenbian in writing to exercise the voting rights; Director Taw Heng Tan entrusted Director Wang Yugui in writing to exercise the voting right; Director Wu Zhipan entrusted Director Zhang Ke in writing to exercise the voting right; and Director Gao Shangquan entrusted Director Wang Songqi in writing to exercise the voting right.). 7 out of 9 supervisors participated in the meeting. The meeting complied with the provisions of the Company Law and the Articles of Association and the resolutions made by voting were legal and effective.

The meeting reviewed and passed the following resolutions:

1. Resolution on the 2008 Q1 Report of the Bank

Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.

2. Resolution on Hiring Accounting Firms and Their Remunerations for 2008 (Draft)

The meeting consented to continue appointing PricewaterhouseCoopers Zhong Tian CPAs Limited Company as the auditor of annual financial statements of the Bank. The term will be one year, and the total service fees (including but not limited to all the miscellaneous costs such as service charges, other related expenses in proving services and relevant business taxes) amounted to RMB 4 million.

Voting result: Affirmative:14 votes; Negative 2 votes; Abstention: 2 votes.

3. Resolution on Investing in the Construction of Shunyi Headquarters Base

The meeting consented to invest in the construction of the Bank’s Shunyi Headquarters Base on the 133,270.8m²construction land purchased to the east of Shun’an Road, Mapo County, Shunyi District, Beijing, with the planned construction area of 133,273 m²and plot ratio of 1; the total construction scale designed in the construction planning was 129,998 m²(including 113,134 m²above the ground and 16,864 m²under the ground). The total investment of the project was estimated to be around RMB 941,319,500 (including renovation expenses, excluding land expenses).

The meeting authorized the management of the Bank to organize, manage, and implement the concrete affairs the project within the scope approved by the Board of Directors, including but not limited to the initial planning and decision-making in the construction, project design and construction management, selection and determination of institutions for project design, supervision and construction, final acceptance of the project and final accounts of the project, and various bidding and tendering affairs concerning the project, as well as the conclusion of such legal documents as contracts and agreements. Regarding the possible adjustment opinions put forward by Shunyi Government and competent planning authority on the planning and design scheme, the meeting authorized the management of the Bank to optimize and adjust the investment and construction plan according to the planning opinions.

Voting result: Affirmative: 17 votes; Negative: 1 vote; Abstention: 0 vote.

4. Resolution on the engagement of Vice President of China Minsheng Banking Corp., Ltd.

The meeting decided to engage Zhao Pinzhang and Mao Xiaofeng as the Vice Presidents of China Minsheng Banking Corp., Ltd., while relieve Zhao Pinzhang from the post of Assistant President of the Bank. Mao Xiaofeng would continue to served as the Secretary to the BOD.

The qualifications of the aforesaid persons are subject to the review of relevant regulatory authorities.

Independent Directors’ Opinion on the Engagement of Senior Executives of the Bank:

In accordance with relevant provisions of the Company Law and the Articles of Association, we, as the independent directors of China Minsheng Banking Corp., Ltd., adhering to the principle of justice, fairness, objectiveness and independence, recognized that Zhao Pinzhang and Mao Xiaofeng were competent for the positions as senior executives of financial institutions, and consented to the BOD’s engagement of Zhao Pinzhang and Mao Xiaofeng as the Vice Presidents of China Minsheng Banking Corp., Ltd.

Independent Directors (signature):

Andrew Wong, Zhang Ke, Gao Shangquan, Liang Jinquan, Wang Songqi, Wu Zhipan

Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.

5. Resolution on the Administrative Measures on the Early Retirement of Senior Executives of the Bank (Draft)

Voting result: Affirmative: 17 votes; Negative: 0 vote; Abstention: 1 vote.

6. Resolution on the Administrative Measures on Related Party Transactions of the Bank (Draft)

For details of the Administrative Measures on Related Party Transactions of the Bank (Draft), please refer to the website of Shanghai Stock Exchange at www.sse.com.cn.

Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.

7. Resolution on Revising the Detailed Rules for the Related Party Transaction Control Committee of the Board of Directors

The 17^th meeting of the 4^th session BOD reviewed and passed the Proposal on Revising the Detailed Rules for the Related Party Transaction Control Committee of the Board of Directors, and passed the Detailed Rules for the Related Party Transaction Control Committee of the Board of Directors (Revised).

The Detailed Rules for the Related Party Transaction Control Committee was revised as the following:

Revise the original Article 3: The Committee shall consist of at least 3 directors, most of whom are independent directors, and at least one independent director shall be an expert in accounting. The Committee has one chairman assumed by an independent director. The composition and change of the members of the Committee are subject to the nomination of the Board Chairman and the determination of the Board of Directors.

To:

“The Committee shall consist of at least 3 directors, at least 2 of whom are independent directors. The Committee has one chairman assumed by an independent director. The composition and change of the members of the Committee are subject to the nomination of the Board Chairman and the determination of the Board of Directors.”

Revise the original Article 5.4: is responsible to review credit granting business with single amount or accumulated credit granting amount up to over 0.5% of the absolute value of the net assets audited lately to shareholders and related companies of shareholders with shareholding proportion of over 5% (inclusive).

To:

“is responsible to examine and approve the non special significant related party transactions with single amount or accumulated trading value of over RMB 50 million between shareholders and related companies of shareholders with shareholding proportion of over 3% (inclusive) but less than 5%.”

Revise the original Article 5.5: according to the authorization of the Board of Directors, is responsible to review the credit granting with single amount or accumulated credit granting amount of over RMB 50 million (inclusive) and less than 0.5% of the absolute value of the Bank’s net assets audited lately to shareholders and shareholder’s related companies with the shareholding proportion of over 1% (inclusive) but less than 5%.”

To:

“is responsible to examine and approve the related party transactions with single amount or accumulated trading value of over RMB 50 million (inclusive) and less than 0.5% of the absolute value of the Bank’s net assets audited lately between shareholders and shareholder’s related companies with the shareholding proportion of over 5% (inclusive), and is responsible to review the related party transaction with single amount or accumulated trading value of over 0.5% of the absolute value of the Bank’s net assets audited lately with shareholders and shareholder’s related companies with the shareholding proportion of over 5% (inclusive).”

For details, please refer to the website of Shanghai Stock Exchange at www.sse.com.cn.

Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.

8. Resolution on the Administrative Rules on the Shareholding of Directors, Supervisors, and Senior Executives of the Bank and Changes

For details, please refer to the website of Shanghai Stock Exchange at www.sse.com.cn.

Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.

9. Resolution on Changing the Registered Capital of the Bank

In accordance with the relevant regulations of the Enterprise Registration Bureau of the State Administration for Industry & Commerce on the change of registered capital, the meeting confirmed to change the registered capital of the Bank from RMB 14,479,080,428 to RMB 18,823,001,989, and proceeded with the procedures for industry& commerce change accordingly.

Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.

10. Resolution on Revising Certain Articles of the Articles of Association of the Bank

According to the changes in total capital stock after implementing the 2007 profit distribution and capital reserve transferring into capital stock plan and conversion of convertible bonds to shares, the meeting decided to make relevant revision on certain articles of the Articles of Association accordingly as the following:

1) Article 3　is revised as follows:

Article 3 On November 27, 2000, as approved by the CSRC with its document of Zhengjian Faxing Zi [2000] No.146, the Bank launched an IPO of 350,000,000 common shares in RMB and was listed at Shanghai Stock Exchange on December 19, 2000.

On February 27, 2003, as approved by the CSRC with its document of Zhengjian Faxing Zi [2003] No.13, the Bank issued RMB 4 billion of convertible corporate bonds with the par value of RMB 100 each. The convertible corporate bonds were due on February 26, 2008 and the accumulated number of shares converted amounted to 1,616,729,400 (including bonus shares and new share issues from capita reserve).

On June 22, 2007, as approved by the CSRC with its document of Zhengjian Faxing Zi [2007] No.7, the Bank issued 2,380,000,000 common shares in RMB by private placement to 8 domestic corporate investors.”

2) Article 6　is revised as follows::

Article 6 Registered capital of the Bank: RMB 18,823,001,989.

3) Article 24　is revised as follows:

Article 24 Total shares of the Bank amounts to 18,823,001,989, which are of all common stocks.

Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.

(Note: the aforesaid Proposal 2, Proposal 6, Proposal 9 and Proposal 10 will be submitted to the Shareholders’ meeting for review.)

Board of Directors

China Minsheng Banking Corp., Ltd.

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