CMBC Announcement

Announcement on the Resolutions of the 1st Meeting of the 5th Session BOD

2009-3-24

The 1^st meeting of the Bank’s 5^th session Board of Directors was convened on March 23, 2009 in Beijing. The meeting was presided by Chairman Dong Wenbiao with all 17 directors’ participation in person and all 8 supervisors’ attendance. 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 Electing Chairman and Vice Chairmen of the 5^th Session Board

The meeting reviewed and passed the Proposal on Electing Chairman and Vice Chairmen of the 5^th Session Board, and elected, from the board members elected (exclusive of the independent directors), Mr. Dong Wenbiao as chairman, Mr. Zhang Hongwei, Mr. Lu Zhiqiang and Mr. Liu Yonghao as vice chairmen of the 5^th session Board of the Bank.

Votes:

Chairman： Dong Wenbiao, 17 affirmative votes, or 100% of the total;

Vice Chairmen:

Zhang Hongwei, 17 affirmative votes, or 100% of the total;

Lu Zhiqiang, 17 affirmative votes, or 100% of the total;

Liu Yonghao, 16 affirmative votes and 1 abstention vote accounting for 94.12% and 5.88% of the total, respectively.

II. Resolution on the Composition of the Special Committees under the 5^th Session Board

The meeting reviewed and passed the Proposal on the Composition of the Special Committees of the 5^th Session Board, and decided to set up 6 special committees under the 5^th session Board, namely: Strategic Development & Investment Management Committee, Risk Management Committee, Nomination Committee, Remuneration & Evaluation Committee, Audit Committee, Related-Party Transaction Control Committee. The meeting also approved the following name lists of the chairmen and members of the 6 committees:

1. Strategic Development & Investment Management Committee:

Chairman: Dong Wenbiao

Members: Zhang Hongwei, Lu Zhiqiang, Liu Yonghao, Wang Junhui, Hong Qi, Wang Songqi, Zhang Ke, and Andrew Wong;

2. Risk Management Committee:

Chairman: Wang Songqi

Members: Wang Yugui, Wang Hang, Andrew Wong, and Liang Yutang;

3. Nomination Committee:

Chairman: Gao Shangquan

Members: Zhang Hongwei, Wang Yugui, Wang Hang, Liang Jinquan, Andrew Wong, Zhang Ke, and Hong Qi;

4. Remuneration & Evaluation Committee:

Chairman: Liang Jinquan

Members: Lu Zhiqiang, Wang Hang, Zhang Ke, Andrew Wong, Gao Shangquan, and Liang Yutang;

5. Audit Committee:

Chairman: Zhang Ke

Members: Huang Xi, Shi Yuzhu, Andrew Wong, and Wang Songqi;

6. Related-Party Transaction Control Committee

Chairman: Zhang Ke

Members: Huang Xi, Shi Yuzhu, Wang Junhui, Liang Jinquan, and Liang Yutang.

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

III. Resolution on Appointing President of the Bank

The meeting reviewed and passed the Proposal on Appointing President of the Bank, and decided to appoint Mr. Hong Qi as President of the Bank with the same tenure as the 5^th session Board.

Biography:

Mr. Hong Qi was born in 1957. He is a managing director of the 4^th session Board of Directors and the Executive Vice President of our Bank.

Mr. Hong was the chairman of the Trade Union, the general manager of the Beijing Administrative Department (Beijing Branch), and a director of the Business Department of the head office of the Bank. Prior to joining the Bank, Mr. Hong was the managing director of the Beihai Branch of the Bank of Communications, a deputy director of the Securities Research Institute of the Renmin University of China, and a section chief and assistant researcher at the head office of the PBOC.

Mr. Hong is a Ph.D in economics and a senior economist.

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

IV．Resolution on Appointing Vice Presidents of the Bank

The meeting reviewed and passed the Proposal on Appointing Vice Presidents of the Bank, and decided to appoint Mr. Liang Yutang, Mr. Shao Ping, Mr. Zhao Pinzhang and Mr. Mao Xiaofeng as vice presidents of the Bank, with the same tenure as the 5^th session Board.

Votes:

Liang Yutang: 17 affirmative votes, or 100% of the total;

Shao Ping: 17 affirmative votes, or 100% of the total;

Zhao Pinzhang: 17 affirmative votes, or 100% of the total;

Mao Xiaofeng: 17 affirmative votes, or 100% of the total.

Biographies:

Mr. Liang Yutang was born in 1957. He is the Vice President of the Bank.

Mr. Liang was an assistant president, the managing director of the Beijing Branch, and the general manager of the Financial Institutions Department of the Bank. Before joining the Bank, Mr. Liang was the general manager of the Real Estate Development Company of the Bank of Communications, Zhengzhou Branch. Mr. Liang used to be the deputy division director of the Academic Secretariat of Henan Finance and Management College.

Mr. Liang is a master and a senior economist.

Mr. Shao Ping was born in 1957. He is the Vice President of the Bank.

Mr. Shao was the managing director of the Shanghai Branch and an assistant to the President, the deputy general manager and general manager of the Credit Department of the Bank. Before joining the Bank, Mr. Shao was the deputy general manager of the Federation of Urban Credit Cooperatives of Weifang City, and the deputy general manager of the Urban Credit Cooperative of Weicheng District, Weifang City, Shandong Province.

Mr. Shao is a Ph.D and a senior economist.

Mr. Zhao Pinzhang was born in 1956. He is the Vice President of the Bank, and the chairman of the Asset & Liability Management Committee.

Mr. Zhao is a supervisor of the Bank. He was previously an assistant president, Chief Credit Officer, general manager of the Credit Assessment Department, deputy general manager of the Risk Management Department of the Bank, and the deputy general manager of the Beijing Administrative Department. Prior to joining the Bank, he was the general manager of Liaoyuan Branch of China Pacific Insurance Co., Ltd, a deputy managing director of Liaoyuan Branch of Bank of Communications, and a section chief of the Liaoyuan Center Sub-branch of China Construction Bank.

Mr. Zhao is a MBA and a senior economist.

Mr. Mao Xiaofeng was born in 1972. He is the Vice President of the Bank and the Board Secretary.

Mr. Mao was the deputy director of the Executive Office of the Bank. Before joining the Bank, he was the assistant director of the Industry Development Center of the Central Committee of Chinese Communist Youth League, a deputy section chief and section chief of the General Office of the Central Committee of Chinese Communist Youth League. He used to be the assistant mayor of Zhijiang county of Huaihua City, Hunan Province, and the executive chairman of All-China Students’ Federation.

Mr. Mao is a MPA. and a Ph.D.

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

V. Resolution on Appointing the Board Secretary of the Bank

The meeting reviewed and passed the Proposal on Appointing the Board Secretary of the Bank, and decided to appoint Mr. Mao Xiaofeng as the Board Secretary, with the same tenure as the 5^th session Board.

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

VI. Resolution on Appointing Chief Financial Officer of the Bank

The meeting reviewed and passed the Proposal on Appointing Chief Financial Officer of the Bank, and decided to appoint Ms. Wu Touhong as the Chief Financial Officer, with the same tenure as the 5^th session Board.

Biography:

Ms. Wu Touhong was born in 1959. She is the Chief Financial Officer, Secretary of the Discipline Committee and the Chairman of the Internal Audit Committee of the Bank.

Ms. Wu was previously the general manager of the Beijing Administrative Department (Beijing Branch), the director of the Executive Office, and a deputy general manager of the Human Resources Department of the Bank. Prior to joining the Bank, she was a deputy general manager of the Beijing Securities Department of the Industrial and Commercial Bank of China Trust & Investment Company, a staff and deputy division director of the Education Department of the ICBC and a cadre at the Science and Education Bureau of the PBOC.

Ms. Wu is a bachelor in economics and an economist.

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

The qualifications of the senior executives appointed in the above Resolution III, IV, V and VI will be submitted to the relevant regulatory authorities for review.

The independent directors of the Bank provided the following independent opinion on the nomination and appointment of directors of the Bank:

In compliance with the relevant rules in the Company Law and the Articles of Association, on the basis of the principles of justice, fairness, objectiveness and independence, the independent directors of the Bank, namely Gao Shangquan, Zhang Ke, Andrew Wong, Wang Songqi and Lian Jinquan, recognize that the nomination of candidates for directors and appointment of directors in the general election complied with the relevant laws, regulations under the Company Law, Law on Commercial Banks, Code of Corporate Governance for Listed Companies, Guidance on Corporate Governance of Joint Stock Commercial Banks and Guidance on Independent Directors and External Supervisors Systems for Joint Stock Commercial Banks, and the members of the 5^th session Board, namely Dong Wenbiao, Zhang Hongwei, Lu Zhiqiang, Liu Yonghao, Wang Yugui, Chen Jian, Huang Xi, Shi Yuzhu, Wang Hang, Wang Junhui, Gao Shangquan, Zhang Ke, Andrew Wong, Wang Songqi, Liang Jinquan, Hong Qi and Liang Yutang, are qualified to the relevant laws, regulations and rules of the financial institutions, and consented the shareholders’ meeting to appoint them as the members of the 5^th session Board of the Bank.

The independent directors of the Bank provided the following independent opinion on the appointment of senior executives of the Bank:

In compliance with the relevant rules in the Company Law and the Articles of Association, on the basis of the principles of justice, fairness, objectiveness and independence, the independent directors of the Bank, namely Gao Shangquan, Zhang Ke, Andrew Wong, Wang Songqi and Lian Jinquan, recognize that Hong Qi, Liang Yutang, Shao Ping, Zhao Pinzhang, Mao Xiaofeng and Wu Touhong are qualified as senior executives of financial institutions, and consented the Board to appoint Hong Qi as the President, Liang Yutang, Shao Ping, Zhao Pinzhang and Mao Xiaofeng as the Vice Presidents, Mao Xiaofeng as the Board Secretary, and Wu Touhong as the Chief Financial Officer of the Bank. In accordance to the voting result of the 1^st extraordinary shareholders’ meeting, 17 out of 18 directors were elected for the 5^th session Board of the Bank. The vacancy of 1 independent director will be filled up as the Board will start additional election process at a proper time and proceed it at future shareholders’ meetings.

Board of Directors

China Minsheng Banking Corp., Ltd.

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