CMBC Announcement

Announcement on the Resolutions of the 3rd Meeting of the 5th Session BOD

2009-6-6

The 3^rd meeting of the 5^th session Board of Directors of the Bank was convened on June 5, 2009 in Beijing. The meeting notices were sent out via emails on May 26, 2009. The meeting was presided over by Chairman Dong Wenbiao. All 17 directors participated in the meeting, of which 11 in person and 6 entrusted others (Zhang Hongwei entrusted Chairman Dong Wenbiao in written to execute his voting rights, Shi Yuzhu entrusted Lu Zhiqiang to execute his voting rights, Chen Jian entrusted Huang Xi to execute his voting rights, Liu Yonghao entrusted Wang Hang to execute his voting rights, Liang Jinquan entrusted Gao Shangquan in written to execute his voting right, and Wang Songqi entrusted Andrew Wong to execute his voting right). 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. Resolution on H-share Issuance and Listing

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

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

II. Resolution on the Plan for the H-share Issuance and Listing

The meeting reviewed and passed the Proposal on the Plan for the H-share Issuance and Listing of the Bank, and decided to submit it to the shareholders’ meeting for review and separate voting on relevant issues.

The Plan is as the following:

1. Qualification and Condition of the Issuance

In accordance with the laws and regulations under the Company Law, Securities Law, Special Regulation of the State Council Concerning the Overseas Stock Issuance and Listing by Joint Stock Companies, Circular of the CSRC on Relevant Issues Concerning Overseas Listing Application of Enterprises, the Bank recognized that its H-share issuance and listing complied with requirements and conditions of the laws, rules and regulations and regulatory documents in China.

In accordance with the relevant regulations under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (hereinafter referred as the “Listing Rules) and HK laws concerning stock issuance and listing by issuers registered and established in mainland China, the Bank’s H-share issuance and listing will proceed in compliance with the requirements and conditions under the laws and listing rules in Hong Kong.

2. The issuance

1) Type

The stocks to be issued are overseas listed foreign shares listed on the main board of the Hong Kong Stock Exchange (H-shares) for foreign investors.

2) Time

The issuance and listing will be accomplished in appropriate time and through proper channel within the valid period of the resolution of the shareholders’ meeting. The exact issuance time is subject to the condition of international capital market and approval of the regulatory authorities both home and abroad.

3) Method

The public offering in Hong Kong and international placement may choose appropriate methods in accordance with the international practices and capital market conditions, including international placement under the Rule 144A and issuance outside the United States under the Regulation S in the United States, and public offering without listing (POWL) in Japan.

3. Size of issuance

The number of H-shares to be listed will not exceed 15% of the Bank’s total capital stock after the issuance, and the over-allotment option distributed to global book runners will not exceed 15% of the total number of H-shares to be issued.

4. Pricing

The issuing price of the H-shares will be determined based on order request and book building, capital market conditions both home and abroad at the time of issuance, and in accordance with international practices and in reference to valuation of same type of companies in the overseas market. The pricing also will be made in consideration of current shareholder’ interests.

5. Target

The targets of the H-share issuance are overseas financial institutions, enterprises, natural persons and other investors.

6. Principle

For public offering in Hong Kong, the shares allotted will be determined in accordance with the valid numbers applied by the subscribers. The allotment basis may be varied in accordance with the valid numbers applied by the subscribers, yet will still be distributed in strict compliance with relevant percentage. When appropriate, the allotment can be done by lots-drawing, meaning some subscribers might obtain more shares than those applying for same number of shares, while subscribers fail to won the lots might obtain no shares at all. The percentage of the public offering will be set based on the clawback mechanism upon folds of over-allotment ruled in the Listing Rules of the Hong Kong Stock Exchange.

The percentage of international placement will be determined according to the percentage of the public offering in Hong Kong. The allotment subjects and proportions in the international placement will be determined based on the accumulated orders and various factors, which include but no limit to: overall folds of over-subscription, quality of investors, importance and performance of investors in previous transactions, time of order, size of order, price sensitivity, participation in pre-marketing, estimation on investors’ aftermarket behavior, etc.. In accordance to the international practices and market condition, the international placement may include POWL in Japan.

In the international placement, strategic investors (if any) and institutional investors will enjoy priorities.

In any country or jurisdiction territory that does not permit the Bank’s offer or selling, this proposal is not an offer to sell the Bank’s shares, and the Bank does not tempt anyone to offer to buy the Bank’s shares. Only after the publication of prospectus, can the Bank sell its shares or accept subscription offer of its shares.

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

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

III. Resolution on the Bank’s Change from Joint-Stock Limited Company into Overseas Listing Joint-Stock Limited Company

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

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

IV. Resolution on the Usage of Proceeds of Previous Placement

To meet the needs of the H shares listing, the usage of proceeds of the previous placement is explained as the following:

1. Amount of the proceeds and time of funds reception

In accordance with the CSRC’s Notice Regarding the Approval of Private Placement by China Minsheng Banking Corporation (Zhengjian Faxing Zi [2007] No.7) dated January 12, 2007, the Bank issued 2.38 billion common shares by private placement at an issuing price of RMB 7.63 per share on June 18, 2007. This raised proceeds of RMB 18.15 billion (net of underwriting fees and other trading cost). The Bank received the funds on June 20, 2007, and was verified by the Hua Ying CPA Firm in its capital verification report Yin Yan [2007] No. 6002.

2. Usage of proceeds

In compliance with the 2006 Circular on RMB Common Stock Issuance by Private Placement, the Bank used the proceeds to supplement its core capital and to improve its capital adequacy ratio. The use of proceeds covers the following areas: A. Appropriation of operational funds to branches and sub-branches; B. Purchase of fixed assets and investments in IT; and C. Improvement of asset liquidity. The Bank did not make any commitment on the percentage of usage in a particular area in the Circular. As of December 31, 2008, all proceeds had been used up in compliance with the commitment in the placement proposal as the following:

(Unit: RMB ‘000)

No.	Committed/actual project	Actual amount used	Actual period of investment
1	Appropriation of operational funds to branches and sub-branches	608,330	June – December, 2007
2	Purchase of fixed assets	585,440	June – December, 2007
3	Bonds investment	16,956,230	June – December, 2007
	Total	18,150,000

The Bank has checked the above actual usage of proceeds with the relevant contents disclosed in the annual reports, interim reports and other information disclosing documents from 2007 to December 31, 2008, and recognized the consistency.

PricewaterhouseCoopers Zhong Tian CPAs Limited Company issued the Verification Report on Usage of Proceeds of Previous Placement of the Bank (PWC ZT Teshen (2009) No. 668).

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

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

V. Resolution on the Usage of Proceeds and Investment Plan of the Bank’s H-share Issuance

The proceeds from the H-share issuance (after deducting issuing expenses) will be used to supplement the Bank’s core capital, improve its capital adequacy ratio, strengthen its risk resistance capability and profitability, and support fast and healthy growth of all businesses.

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

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

VI. Resolution on Suggesting the Shareholders’ Meeting to Approve the Validity Period of the Relevant Resolutions on H-share Issuance and Listing

The meeting reviewed the Proposal on Suggesting the Shareholders’ Meeting to Approve the Validity Period of the Resolution on H-share Issuance and Listing, and decided to suggest the shareholders’ meeting to approve the validity period of the relevant resolutions to be 18 month commencing the date of approval by the shareholders’ meeting.

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

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

VII. Resolution on Suggesting the Shareholders’ Meeting to Authorize the BOD and Persons Authorized by the BOD to Handle Issues in Relation to the H-share Issuance and Listing

The meeting reviewed the Proposal on Suggesting the Shareholders’ Meeting to Authorize the BOD and Persons Authorized by the BOD to Handle Issues In Relation to the H-share Issuance and Listing, and decided to suggest the shareholders’ meeting to authorize the BOD and persons authorized by the BOD to handle issues in relation to the H-share issuance and listing in full power.

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

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

VIII. Resolution on Determining the Person Authorized by the BOD

The meeting reviewed the Proposal on Determining the Person Authorized by the BOD and approved that: In accordance with the needs of the H-share issuance and listing, on the basis of the authorization from the shareholders’ meeting on handling relevant issues in relation to the issuance and listing, the BOD appointed Mr. Hong Qi as the authorized person to handle all matters regarding the issuance.

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

IX. Resolution on Revising the Draft Articles of Association (H-share) of the Bank

The meeting reviewed and approved the Proposal on Revising the Draft Articles of Association (H-share) of the Bank, and the Draft will be effective commencing the date of H-share issuance and listing. Before that, the current Articles of Association continues to be effective.

The above proposal will be submitted to the shareholders’ meeting for review and to the relevant regulatory authorities for approval.

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

X. Resolution on the Distribution Plan for the Accumulated Profit Before the H-share Issuance

The accumulated profit before the H-share issuance will be shared between new and old shareholders of the Bank.

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

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

XI. Resolution on Revising the Administrative Measures on Proceeds of the Bank

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

XII. Resolution on Adjusting Certain Units of the Head Office

The meeting reviewed and passed the Proposal on Adjusting Certain Units of the Head Office, and merged the Derivative Products Department into the Financial Market Department.

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

VIII. Resolution on Convening the 2^nd EGM of the Bank in 2009

The meeting reviewed the Proposal on Convening the 2^nd EGM of the Bank in 2009, and decided to convene the meeting on June 22, 2009 to review the following proposals:

1. Proposal on Resolution on H-share Issuance and Listing

2. Resolution on the Plan for the H-share Issuance and Listing

1) Qualification and Condition of the Issuance

2) Type

3) Time

4) Method

5) Size

6) Pricing

7) Target

8) Principle

3. Proposal on the Bank’s Change from Joint-Stock Limited Company into Overseas Listing Joint-Stock Limited Company

4. Proposal on the Usage of Proceeds of Previous Placement

5. Proposal on the Usage of Proceeds and Investment Plan of the Bank’s H-share Issuance

6. Proposal on Suggesting the Shareholders’ Meeting to Approve the Validity Period of the Relevant Resolutions on H-share Issuance and Listing

7. Proposal on Suggesting the Shareholders’ Meeting to Authorize the BOD and Persons Authorized by the BOD to Handle Issues in Relation to the H-share Issuance and Listing

8. Proposal on Revising the Draft Articles of Association (H-share) of the Bank

9. Proposal on the Distribution Plan for the Accumulated Profit Before the H-share Issuance

The details on the convention of the EGM will be announced separately.

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

After being voted at the EGM, the above issues concerning the H-share issuance shall be submitted to the regulatory authorities including CBRC, CSRC, and Hong Kong Stock Exchange for approval.

Board of Directors

China Minsheng Banking Corp., Ltd.

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