CMBC Announcement

Announcement on the Resolutions of the 1st Extraordinary Shareholders’ Meeting in 2009

2009-3-29

The 1^st extraordinary shareholders’ meeting of the Bank was convened on March 23, 2009 in Beijing. The meeting was called by the Board of Directors of the Bank and was presided by Chairman Dong Wenbiao. There were 47 shareholders or proxies participated in the meeting, representing 10,512,636,078 shares carrying effective voting rights, accounting for 55.8449% of the total capital stock of the Bank. The meeting complied with the rules and regulations under the Company Law and the Articles of Association of the Bank.

The meeting voted, by open ballot, and passed the following resolutions:

I. Resolution on Early General Election of the BOD

The meeting reviewed and passed the Proposal on Early General Election of the BOD, and 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.

II. Resolution on Electing the 5^th Session BOD of the Bank

The meeting reviewed the Proposal on Electing the 5^th Session BOD of the Bank, and carried out open ballot on the candidates for directors on a categorized one-by-one basis. The meeting elected the following 17 directors of the 5^th session Board:

9 shareholder directors:

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

5 independent directors:

Gao Shangquan, Zhang Ke, Andrew Wong, Wang Songqi, and Liang Jinquan;

3 managing directors:

Dong Wenbiao, Hong Qi, and Liang Yutang.

In accordance to the voting results, 17 out of 18 directors were elected for the 5^th session BOD. According to the regulations under the Articles of Association of the Bank, the number of members elected exceeds 2/3 of the number of directors to be elected (18 persons), and the vacancy of independent director (1 person) will be filled up at future election held by the shareholders’ meeting at a proper time.

The 5^th session Board consists of 9 shareholder directors, 5 independent directors and 3 managing directors, 17 persons in total.

III. Resolution on Early General Election of the BOS

The meeting reviewed and passed the Proposal on Early General Election of the BOS, and consented the BOS to have an early general election. The tenures of the new supervisors elected will commence from the date of election of the shareholders’ meeting.

IV. Resolution on Electing the 5^th Session BOS of the Bank

The meeting reviewed the Proposal on Electing the 5^th Session BOS of the Bank, and carried out open ballot on the candidates for supervisors on a categorized one-by-one basis. The meeting elected the following 5 shareholder supervisors and external supervisors:

3 shareholder supervisors:

Zhang Disheng, Lu Zhongnan, and Xing Jijun;

2 external supervisors:

Wang Liang, and Xu Rui

The BOS has received the Report Concerning the Result of the Democracy Election of Staff Supervisors from the Work Committee of the Trade Union of the Bank, stating that 3 staff supervisors of the 5th session BOS of the Bank have been elected, namely:

Qiao Zhimin, Chen Jinzhong and Wang Lei

In accordance to the voting results, 8 out of 9 supervisors were elected for the 5th session BOS of the Bank. According to the regulations under the Articles of Association of the Bank, the number of members elected (including all shareholder supervisors, external supervisors and staff supervisors) exceeds 2/3 of the number of supervisors to be elected (9 persons), and the vacancy (1 person) will be filled up at future election held by the shareholders’ meeting at a proper time.

The 5^th session BOS consists of 3 shareholder supervisor, 2 external supervisor and 3 staff supervisors, 8 in total.

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

The meeting reviewed and passed the Proposal on Revising Certain Terms of the Articles of Association of the Bank. The terms revised are 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 (chairmen).

The tenures of the chairman and vice chairman (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.”

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 (chairmen), 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 supervision committee and a nomination committee.”

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

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 & 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. ”

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

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

6. 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.”

Voting results are as the following:

Voting Results of the 1^st Extraordinary General Meeting of the Bank in 2009

Ⅰ. Resolution on Early General Election of the BOD

Shares carrying voting rights

Shares voted in affirmative

Shares voted in negative

Shares voted in abstention

Percentage of shares voted in affirmative

All Shareholders

10,512,636,078

10,197,335,217

6,905,490

308,395,371

97.0007％

Ⅱ. Resolution on General Election of the 5^th session BOD

1. 9 Shareholder Directors

1) Mr. Zhang Hongwei

2) Mr. Lu Zhiqiang

3) Mr. Liu Yonghao

4) Mr. Wang Yugui

5) Mr. Chen Jian

6) Ms. Huang Xi

7) Mr. Shi Yuzhu

8) Mr. Wang Hang

9) Mr. Wang Junhui

2. 5 Independent Directors

1) Mr. Gao Shangquan

2) Mr. Zhang Ke

3) Mr. Andrew Wong

4) Mr. Wang Songqi

5) Mr. Liang Jinquan

6) Mr. Tang Gongyuan

7) Mr. Wang Lihua

3. 3 Managing Directors

1) Mr. Dong Wenbiao

2) Mr. Hong Qi

3) Mr. Liang Yutang

Ⅲ. Resolution on Early General Election of the 5^th session BOS

Ⅳ. Resolution on General Election of Shareholder Supervisors and External Supervisors of the 5th session BOS

1. 3 Shareholder Supervisors

1) Mr. Zhang Disheng

2) Mr. Lu Zhongnan

3) Mr. Xing Jijun

4) Mr. Han Jianmin

2. 2 External Supervisors

1) Mr. Wang Liang

2) Ms. Xu Rui

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

China Minsheng Banking Corp., Ltd.

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