CMBC Announcement

Announcement on the Resolutions of the 26th Meeting of the 4th Session BOD

2009-3-7

The 26^th meeting of the 4^th session Board of Directors of the Bank was convened on March 6, 2009 in Beijing. The meeting notices were sent out via emails on February 24, 2009. The meeting was presided by Chairman Dong Wenbiao with all 18 directors’ attendance (15 in person and 3 entrusted others, in which Lu Zhiqiang and Shi Yuzhu entrusted Wang Yugui, in written form, to execute their voting rights, and Wu Zhipan entrusted Zhang Ke in written form to execute his voting right). 9 supervisors participated in the meeting. The meeting complied with the rules and regulations under the Company Law and the Articles of Association, and the resolutions made were legal and effective.

The meeting reviewed and passed the following resolutions:

I. Resolution on Early General Election of the BOD

The meeting consented the BOD to have an early general election. The tenures of the new directors elected will commence from the date of election of the shareholders’ meeting. This proposal will be submitted to the shareholders’ meeting for review.

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

II. Resolution on the Name List of the Candidates for Directors of the 5^th Session BOD

In accordance with the relevant rules of the CSRC and CBRC, 19 candidates for directors of the 5^th session were reviewed and approved by the Nomination Committee of the Board, namely (in random order):

9 Candidates for shareholder directors:

Zhang Hongwei, Lu Zhiqiang, Liu Yonghao, Wang Yugui, Chen Jian, Huang Xi, Shi Yuzhu, Wang Hang, Wang Junhui;

7 Candidates for independent directors:

Gao Shangquan, Zhang Ke, Andrew Wong, Wang Songqi, Liang Jinquan, Tang Gongyuan, Wang Lihua;

3 Candidates for executive directors:

Dong Wenbiao, Hong Qi, Liang Yutang.

Given that the number of candidates for independent directors has exceeded the number determined at the 25^th meeting of the 4^th session BOD, a competitive election will be adopted at the shareholders’ meeting to elect 6 independent directors, in which the proposal on electing independent directors should be approved by more than 1/2 voting rights carried by the shareholders (or proxies) participated in the shareholders’ meeting, and the candidates who get more votes will be elected on an elimination through selection basis.

The meeting consented to submit the above name list of candidates for directors to the shareholders’ meeting for the election of the 5^th session BOD of the Bank.

Attachment 1: Biographies of the Candidates for Directors of the 5^th Session BOD of the Bank;

Attachment 2: Statement of the Candidates for Independent Directors of the 5^th Session BOD of the Bank;

Attachment 3: Statement of the Nominors for Independent Directors of the 5^th Session BOD of the Bank

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

III. Resolution on Revising Certain Terms of the Articles of Association

The meeting consented to revise certain terms in the Articles of Association of the Bank as the following:

1. Former Article 127: “The Board of Directors consists of 18 directors, in which the number of independent directors shall not be less than 1/3 of the total, and there shall be 1 chairman and 1-2 vice chairman.

The tenures of the chairman and vice chairman shall be 3 years, and they may continue to hold office when being re-elected.

The number of directors from senior executives shall not be less than 2 persons.”

is revised as: “The Board of Directors consists of 18 directors, in which the number of independent directors shall not be less than 1/3 of the total, and there shall be 1 chairman and several vice chairmen.

The tenures of the chairman and vice chairmen shall be 3 years, and they may continue to hold office when being re-elected.

The number of directors from senior executives shall not be less than 2 persons.”

2. Former Article 152: “The Board of Directors of the Bank has 1 chairman and 1-2 vice chairman, who are elected on more than half of the total number of votes carried by the directors.”

is revised as: “ The Board of Directors of the Bank has 1 chairman and several vice chairmen, who are elected on more than half of the total number of votes carried by the directors.”

3. Former Article 189: “The Board of Supervisors has a nomination committee, which is responsible for collecting opinion and nomination proposal from shareholders, reviewing the nominees’ qualification as supervisor of commercial bank in compliance with the terms under the Company Law, Law on Commercial Banks and relevant laws, administrative rules, regulations of departments and the Articles of Association, and submitting the result to the Board of Supervisors for review. The Board of Supervisors shall submit the relevant proposal to the shareholders’ meeting for voting. Shareholders (including proxies) bearing different opinion on the name list of the candidates for supervisors have the right to make new proposal in accordance to the terms under this Articles of Association, the qualifications of which shall also be reviewed and submitted, by the Nomination Committee, to the Board of Supervisors to determine whether it should be submitted to the shareholders’ meeting for review.”

is revised as: “The Board of Supervisors has a nomination and remuneration committee, which is responsible for collecting opinion and nomination proposal from shareholders, reviewing the nominees’ qualification as supervisor of commercial bank in compliance with the terms under the Company Law, Law on Commercial Banks and relevant laws, administrative rules, regulations of departments and the Articles of Association, and submitting the result to the Board of Supervisors for review. The Board of Supervisors shall submit the relevant proposal to the shareholders’ meeting for voting. Shareholders (including proxies) bearing different opinion on the name list of the candidates for supervisors have the right to make new proposal in accordance to the terms under this Articles of Association, the qualifications of which shall also be reviewed and submitted, by the Nomination and Remuneration Committee, to the Board of Supervisors to determine whether it should be submitted to the shareholders’ meeting for review.”

4. Former Article 200: “The Board of Supervisors has a monitoring committee and a nomination committee.”

is revised as: “The Board of Supervisors has a monitoring committee and a nomination and remuneration committee.”

5. Former Article 202: “The main responsibilities of the Nomination Committee of the BOS” are:

1) Providing suggestion to the BOS on the size and composition of the BOS;

2) Studying on criteria and procedure of supervisor selection and providing suggestion to the BOS;

3) Searching for qualified candidates for supervisors;

4) Carrying out initial review on qualifications and conditions of the candidates for supervisors nominated by shareholders, and providing relevant suggestion;

5) Implementing other issues authorized by the BOS. ”

is revised as : “The main responsibilities of the Nomination and Remuneration Committee of the BOS” are:

1) Providing suggestion to the BOS on the size and composition of the BOS;

2) Studying on criteria and procedure of supervisor selection and providing suggestion to the BOS;

3) Searching for qualified candidates for supervisors;

4) Carrying out initial review on qualifications and conditions of the candidates for supervisors nominated by shareholders, and providing relevant suggestion;

5) Studying on and stipulating remuneration policies and proposal for supervisors and submitting them to the BOS for review and to the shareholders’ meeting for approval;

6) Implementing other issues authorized by the BOS. ”

6. Former Article 203: “The Nomination Committee and the Monitoring Committee of the BOS may engage intermediary agencies to provide professional opinion with relevant expenses borne by the Bank.”

is revised as: “The Nomination and Remuneration Committee and the Monitoring Committee of the BOS may engage intermediary agencies to provide professional opinion with relevant expenses borne by the Bank.”

7. Former Article 228: “The Bank may appropriate dividend in cash or in stock.”

is revised as: “The Bank may appropriate dividend in cash or in stock.

The Bank’s profit distribution addresses rational return on investors’ investments. The profit distribution policy of the Bank shall be consistent and stable. The Bank shall make dividend distribution in the year of profit.

In the Bank’s annual profit distribution, the aggregated profit distributed in cash bonus for the latest consecutive 3 years should not be less than 30% of the Bank’s average annual distributable profit realized in the same period.”

The above proposals will be submitted to the shareholders’ meeting for review.

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

IV. Resolution on Granting Consolidated Credit to Shenzhen Ping An Bank Co., Ltd.

The meeting consented to grant RMB 3 billion of consolidated credit to Shenzhen Ping An Co., Ltd., with a term of 1 year.

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

V. Resolution Convening the 1^st Extraordinary General Meeting of the Bank in 2009

The meeting reviewed and passed the Proposal on Convening the 1^st Extraordinary General Meeting of the Bank in 2009. In accordance with the relevant resolutions made by the BOD, the 1^st EGM will be held on March 23, 2009 to review the following proposals:

Proposal on Early General Election of the BOD;

Proposal on Electing the 5^th Session BOD;

Proposal on Early General Election of the BOS;

Proposal on Electing the 5^th Session BOS;

Proposal on Revising Certain Terms of the Articles of Association.

The details on convening the EGM will be announced separately.

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

Board of Directors

China Minsheng Banking Corp., Ltd.

Attachment 1: Biographies of the Candidates for Directors of the 5^th Session BOD of the Bank;

Attachment 2: Statement of the Candidates for Independent Directors of the 5^th Session BOD of the Bank;

Attachment 3: Statement of the Nominors for Independent Directors of the 5^th Session BOD of the Bank

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