CMBC Announcement

Announcement on the Resolutions of the 2nd Meeting of the 5th Session BOD

2009-4-23

The 2^nd meeting of the 5^th session Board of Directors of the Bank was convened on April 21, 2009 in Beijing. The meeting was presided over by Chairman Dong Wenbiao. All 17 directors participated in the meeting, 9 in person and 8 entrusted others (Zhang Hongwei and Lu Zhiqiang entrusted Chairman Dong Wenbiao in written to execute their voting rights, Shi Yuzhu and Chen Jian entrusted Huang Xi to execute their voting rights, Liu Yonghao and Wang Yugui entrusted Wang Hang to execute their voting rights, Zhang Ke entrusted Liang Jinquan in written to execute his voting right, and Wang Jiunhui entrusted Hong Qi to execute his voting right. 7 out of 8 supervisors presented at 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. 2008 Annual Report of the Bank (Text and Abstract)

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

II. 2008 Report on Final Accounts of the Bank (Draft)

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

III. Proposal on 2008 Profit Distribution of the Bank

The meeting reviewed the Proposal on 2008 Profit Distribution of the Bank. The Bank’s audited after tax profit in 2008 amounted to RMB 7.831 billion. The statutory surplus reserves made by 10% from the after tax profit under PRC GAAP amounted to RMB 783 million. General provisions made in compliance with the rules under the Administrative Measures of the Ministry of Finance for the Withdrawal of Reserves for Non-performing Debts of Financial Enterprises and the Notice of the Ministry of Finance on the Relevant Issues Concerning the Withdrawal of Reserves for Non-performing Debts amounted to RMB 2.2 billion. The distributable profit in the financial statements amounted to RMB 5.956 billion.

The Bank planed to distribute cash at RMB 0.8 (tax inclusive) for every 10 shares of the total capital stock of 18,823,001,989 shares as at the closing on December 31, 2008. No bonus shares or shares transferred to capital stock were allocated in 2008.

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

Voting result: Affirmative: 16 votes; Negative: 1 vote; Abstention: 0 vote.

IV. 2009 Financial Budget Report of the Bank (Draft)

The meeting reviewed the 2009 Financial Budget Report of the Bank (Draft) and approved the target of the 2009 financial budget, which included: estimated total assets at RMB 1260 billion, balance of deposits at RMB 946 billion, total loans outstanding (including discounted bills) at RMB 777 billion, total loans outstanding (excluding discounted bills) at RMB 713 billion, NPL ratio under 2%, and net profit at RMB 10.6 billion, or 35% increase from the same period previous year.

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

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

V. 2008 Self-Evaluation Report on Internal Control of the Bank

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

VI. 2008 Report on Social Responsibilities of the Bank

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

VII. 2008 Work Report of the BOD (Draft)

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

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

VIII. 2008 Work Report of the President

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

IX. Resolution on Continuing to Hire Accounting Firms for the Audit in 2009 and the Remunerations

The meeting reviewed the Proposal on Continuing to Hire Accounting Firms for the Audit in 2009 and the Remunerations, and consented the Bank to continue to hire PricewaterhouseCoopers Zhong Tian CPAs Limited Company as the accounting firm for the audit of the Bank’s financial statements in 2009, the term of appointment will be one year, and the total remunerations amounts to RMB 4.3 million (include but not limit to professional service charge, other miscellaneous expenses during professional service and relevant business taxes).

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

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

X. Guiding Opinion on Risk Management in 2009

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

XI. Working Rules on Preparing the Annual Report by the Audit Committee under the BOD

For detailed documents, please refer to the website of the Shanghai Stock Exchange.

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

XII．Resolution on the Bank’s Financial Bonds and Subordinated Bonds Issuance Plans during 2009-2011

The meeting reviewed and passed the Proposal on the Bank’s Financial Bonds and Subordinated Bonds Issuance Plans during 2009-2011, and approved the implementation of the plan.

1. The Bank’s Financial Bonds Issuance Plan

The Bank plans to issue RMB-denominated financial bonds in the inter-bank bonds market during 2009-2011, and the aggregated amount of the financial debts issued shall not exceed 15% of the total outstanding liabilities. The issuance will be implemented on a phase by phase basis. The total outstanding liabilities will be determined in reference to the outstanding liabilities in both domestic and foreign currencies as at the end of the previous year.

2. The Bank’s Subordinated Bonds Issuance Plan

The Bank plans to issue subordinated bonds in the inter-bank bonds market during 2009-2011 in accordance with the regulations stipulated by the regulatory authorities, the Bank’s demands in supplementary capital and market condition. The issuing amount shall be within the limit ruled by the regulatory authorities, e.g. the outstanding amount of subordinated bonds shall not exceed 50% of the Bank’s core capital. The issuance will be implemented on a phase by phase basis.

3. Authorization

It is submitted that the shareholders’ meeting authorize the BOD to handle relevant issues in relation to the financial bonds and subordinated bonds issuance, and the authorization validity period will be 36 months.

It is further submitted that the BOD authorize the management to organize the implementation of the financial bonds and subordinated bonds issuance, and to determine the time, method, phase, amount of the issuance, the interest rate type and term of the bonds, and the market and target of the issuance. The authorization validity period will be 36 months.

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

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

XIII. Resolution on Revising Certain Terms of the Articles of Association (Draft for Revision)

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 157: “The tenure of the President shall be 3 years, and may continue to hold office when being re-elected.”

is revised as: “The tenures of the president and vice presidents shall be 3 years, and they may continue to hold office when being re-elected. Generally, they shall not be consecutively reappointed for more than twice. However, they may be reappointed for consecutive 3 times when the BOD recognizes it’s necessary .”

3. Former Article 158: “The situation that one shall not be director included in this Articles of Association is applicable to president and other senior executives.

In accordance with relevant rules, the qualifications of senior executives should be reviewed as required by China Banking Regulatory Commission. The rules included in this Articles of Association concerning directors’ duties of loyalty and diligence are also applicable to president and other senior executives.

The required age limit for the president and other senior executives is set at no more than 60 years old. Those who need to retain their positions due to special circumstances shall be additionally approved by the Board.”

is revised as: “The situation that one shall not be director included in this Articles of Association is applicable to president and other senior executives.

The required age limit for the president and other senior executives is set at no more than 60 years old. In principle, the Board shall not appoint those who are above 58 years old of age to be the president and other senior executives of the Bank. Those who need to retain their positions due to special circumstances shall be additionally approved by the Board.”

4. Former Article 172: “The Board Secretary shall be nominated by the Chairman and be appointed or dismissed by the Board. Director or other senior executive of the Bank may serve as the board secretary. When a director serves as the board secretary, and separate behaviors should be made as a director and the board secretary, the director and board secretary shall not act in dual identity. Accountant of the accounting firm, lawyer of the law firm hired by the Bank, and person in charge of the Bank’s financial departments shall not serve as the board secretary. The board secretary enjoys the same tenure as directors. ”

is revised as: “The Board Secretary shall be nominated by the Chairman and be appointed or dismissed by the Board. Director or other senior executive of the Bank may serve as the board secretary. When a director serves as the board secretary, and separate behaviors should be made as a director and the board secretary, the director and board secretary shall not act in dual identity. Accountant of the accounting firm, lawyer of the law firm hired by the Bank, and person in charge of the Bank’s financial departments shall not serve as the board secretary. The board secretary enjoys the same tenure as directors. Generally, the board secretary shall not be consecutively reappointed for more than twice. However, the board secretary may be reappointed for consecutive 3 times when the BOD recognizes it’s necessary. ”

5. Former Article 173: “The Bank has 1 chief financial officer, who is recommended by the chairman based on the nomination of the nomination committee, and is appointed or dismissed by the Board. As a senior executive of the Bank, the chief financial officer is responsible for and reports to the Board. The chief financial officer enjoys the same tenure as directors, and may be reappointed upon expiration. The Board may dismiss the financial officer for the proven breach of duty or incompetence.”

is revised as: “The Bank has 1 chief financial officer, who is recommended by the chairman based on the nomination of the nomination committee, and is appointed or dismissed by the Board. As a senior executive of the Bank, the chief financial officer is responsible for and reports to the Board. The chief financial officer enjoys the same tenure as directors, and may be reappointed upon expiration. Generally, the chief financial officer shall not be consecutively reappointed for more than twice. However, the chief financial officer may be reappointed for consecutive 3 times when the BOD recognizes it’s necessary. The Board may dismiss the financial officer for the proven breach of duty or incompetence.”

6. Former Article 192: “The Bank has a board of supervisors that is responsible for the shareholders’ meeting.

The Board of Supervisors consists of 9 supervisors, in which the number of external supervisors shall not be less than 2 persons, and the number of staff representatives shall not be less than 1/3 of the total numbers of supervisors.

The Board of Supervisors has 1 chief supervisor and 1 deputy chief supervisor, who shall be elected by more than half of all supervisors.

The chief supervisor convenes and presides over meetings of the Board of Supervisors; where the chief supervisor cannot perform such function or fails to do so, the meeting shall be convened and presided over by the deputy chief; and where the deputy chief cannot perform the function or fails to do so, the meeting shall be convened and presided over by a supervisor jointly elected by more than half of all supervisors.”

is revised as: “The Bank has a board of supervisors that is responsible for the shareholders’ meeting.

The Board of Supervisors has 1 chief supervisor and 1 deputy chief supervisor, who shall be elected by more than half of all supervisors.

The tenures of the chief supervisor and the deputy chief supervisor for each session board of supervisors are 3 years, respectively. They shall not be consecutively reappointed for more than twice. However, they may be reappointed for consecutive 3 times when the BOS recognizes it’s necessary

7. Former Article 269: “In the Articles of Association, the terms of "more than", "within" and "no more than" herein shall be inclusive whilst the terms of "under", "beyond", "below" and "exceeding" shall be exclusive.”

is revised as: In the Articles of Association, the terms of "more than", "within" and "no more than" herein shall be inclusive whilst the terms of "under", "beyond", "below" and "exceeding" shall be exclusive.”

The tenures of the chairman, deputy chairman, chief supervisor, deputy chief supervisor and senior executives referred in the Articles of Association commence from the date of approval on the revision of the Articles of Association.”

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

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

XIV. 2009 Q1 Report of the Bank

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

XV．Resolution on Convening the 2008 AGM of the Bank

The meeting reviewed the Proposal on Convening the 2008 AGM of the Bank, and decided to convene the meeting on May 15, 2009 to review the following items:

1. 2008 Work Report of the BOD (Draft);

2. 2008 Work Report of the BOS (Draft);

3. 2008 Report on Final Accounts of the Bank (Draft);

4. Proposal on 2008 Profit Distribution of the Bank;

5. 2009 Financial Budget Report (Draft);

6. Proposal on Continuing to Hire Accounting Firms for the Audit in 2009 and the Remunerations;

7. Proposal on the Bank’s Financial Bonds and Subordinated Bonds Issuance Plans during 2009-2011

8. Proposal on Revising Certain Terms of the Articles of Association

Issues concerning the convention of the shareholders’ meeting will be announced separately.

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

Board of Directors

China Minsheng Banking Corp., Ltd.

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