ARTICLES OF ASSOCIATION OF CHINA MINSHENG BANKING CORP., LTD.
(Approved by the annual general meeting of 2012 dated 17 June 2013)
Chapter 1 General Provisions
Article 1To protect the legal rights of China Minsheng Banking Corp., Ltd. (the “Bank”), the
shareholders and creditors of the Bank, and regulate the organization and activities of the Bank, the Articles
of Association are hereby formulated in accordance with the Company Law of the People’s Republic of
China (the “Company Law”), the Securities Law of the People’s Republic of China (the “Securities Law”),
the Commercial Banking Law of the People’s Republic of China (the “Commercial Banking Law”), the
Special Regulations of the State Council on Overseas Offering and Listing of Shares by Joint Stock Limited
Companies (the “Special Regulations”), the Mandatory Provisions for Articles of Association of Companies
to be Listed Overseas (the “Mandatory Provisions”) and other pertinent rules and regulations.
Article 2The Bank is a joint stock limited company incorporated in accordance with the Company Law,
the Commercial Banking Law and other relevant regulations.
Upon an Approval by the State Council regarding the Incorporation of China Minsheng Banking Corp., Ltd.
(Guo Han [1995] No. 32) and an Approval by the People’s Bank of China regarding the Commencement
of Operation of China Minsheng Banking Corp., Ltd. (Yin Fu [1996] No. 14), the Bank is established by
way of promotion and registered with the State Administration for Industry and Commerce and obtained a
business license on 7 February 1996. The business license number of the Bank is 100000000018983.
Upon its incorporation, the promoters of the Bank are Guangzhou Yitong Group Company (廣州益通集
團公司), China Town and Township Enterprises Investment and Development Co., Ltd. (中國鄉鎮企業
投資開發有限公司), China Coal Industrial Import and Export Company (中國煤炭工業進出口總公
司), China Shipowners Mutual Assurance Association (中國船東互保協會), Shandong Oceanwide Group
Company (山東泛海集團公司), Harbin Linen Mill (哈爾濱亞麻廠), Xiamen Fuxin Group Co., Ltd. (廈
門福信集團有限公司), Ningbo Economic Construction Investment Company (寧波市經濟建設投資公
司), Beijing Vantone Industry Co., Ltd. (北京萬通實業股份有限公司), Hangzhou Unitop Electric Co.,
Ltd. (杭州通普電器公司), Kunming Jianhua Enterprise Group (昆明建華企業集團), Shenzhen Advance
Development Company (深圳前進開發公司), Hope Group Co., Ltd. (希望集團有限公司), Harbin Shirble
Electric-Heat Co., Ltd. (哈爾濱歲寶熱電股份有限公司), Zhengzhou Mengda Industrial Co., Ltd. (鄭州夢
達實業有限公司), Henan Power Development Co., Ltd. (河南電力開發有限公司), Kunming Department
Stores Building (昆明百貨大樓), Nanhai Guicheng Commercial & Trading Material General Corporation
(南海市桂城商業貿易物資總公司), China Travel International Trust Investment Co., Ltd. (中國旅遊國
際信託投資有限公司), Zhanjiang Economic & Technological Development Zone Finance Development
Company (湛江經濟技術開發區財務開發公司), Shenzhen Bao’an Runtian Enterprise Company (深圳
市寶安區潤田企業公司), Anshan Teng’ao Special District Liaohe Forage Group Company (鞍山市騰鼇
區遼河飼料集團公司), Guangdong Hengfeng Investment Group Co., Ltd. (廣東恒豐投資集團有限公
司), Shanxi Antai International Enterprise (Group) Co., Ltd. (山西安泰國際企業(集團)股份有限公司),
Henan Xing Ya Enterprise Group Co., Ltd. (河南興亞企業集團有限公司), Nanning Nanhe Development
Company (南寧南和發展公司), Changsha Southern Huaqiao Gang’aotaibao Trading Company (長沙南方
華僑港澳臺胞貿易公司), Zhengzhou Feimengda Leather Products Co., Ltd. (鄭州斐蒙達皮製品有限
公司), Shenzhen Chengxin Industrial Development Company (深圳呈鑫實業發展公司), Shunde Vanward
Enterprises Group Co., Ltd. (順德市萬和企業集團公司), Shenzhen Shangbu Industrial Co., Ltd. (深圳
市上步實業股份有限公司), Chengdu Huaqiao Xinyuan Industrial Co., Ltd. (成都華僑新苑實業有限
總公司), Henan Yuantian Property Company (河南原田置業公司), Zhejiang Quzhou Hongji Industrial
Co., Ltd. (浙江省衢州市鴻基實業有限公司), Beijing Ideal Industrial Development Company (北京理想
產業發展公司), Anshan Pacific Industrial (Group) Co., Ltd. (鞍山太平洋(集團)有限公司), Guangzhou
Shanghui Co., Ltd. (廣州商匯有限公司), Anshan Chengnan Steel Rolling Group Company (鞍山城南軋
鋼集團公司), Guangxi Penshibao Co., Ltd. (廣西噴施寶有限公司), Nanning Zhantong Material Supply
Company (南寧市展通物資供應公司), Taiyuan Qingquan Coal Coking Transportation and Marketing
Group Company (太原清泉煤焦化運銷集團公司), Shanxi Haixin Steel Company (山西省海鑫鋼鐵公
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司), Luoyang Building Machinery Factory (洛陽建築機械廠), China Shangdong Taidao Group (中國山東
台島集團), Tianjin Gangtian Group Company (天津港田集團公司), China Building Materials Zhengzhou
Zhongyue Associated Special Cement Factory (中國建材鄭州中嶽聯營特種水泥廠), Liaoning Gaizhou
Lutun Tiedong Pipe Fitting Factory (遼寧蓋州市蘆屯鐵東管件廠), Beijing Hengrun Dake Industrial
and Trading Company (北京恒潤達科工貿公司), Guangdong Industrial and Commercial Building (廣
東省工商大廈), Zhejiang Shangyu Xincheng Industrial Company (浙江上虞信誠實業公司), Zhejiang
Rui’an Yongjiu Electromechanical Factory (浙江里安市永久機電廠), Beijing Menshanyuan Development
Company (北京門山園開發公司), Zhejiang Wolong Group Co., Ltd. (浙江臥龍集團公司), Zhejiang
Shangyu Financial Development Company (浙江上虞市財務開發公司), Shenzhen Taishen Industrial Co.,
Ltd. (深圳泰紳實業股份有限公司), Kunming Industry & Commerce Association Industrial Company (昆
明市工商聯興業公司), Hebei Food Industry Company (河北食品工業總公司), Guangdong Lianshan
Minghua Electromechanical Factory (廣東連山明華電化廠) and Shenzhen Huishang Co., Ltd. (深圳匯商
有限公司).
The promoters of the Bank made their capital contributions in cash in 1995.
Article 3On 27 November 2000, upon an approval by China Securities Regulatory Commission (Zheng
Jian Fa Xing Zi [2000] No. 146), the Bank issued 350,000,000 RMB-denominated ordinary shares pursuant
to an initial public offering. These shares were listed on the Shanghai Stock Exchange on 19 December
2000.
On 27 February 2003, upon an approval by China Securities Regulatory Commission (Zheng Jian Fa Xing
Zi [2003] No. 13), the Bank issued convertible bonds of RMB4 billion at par value of RMB100. These
convertible bonds were due and repayable (including principal and interests) on 26 February 2008. The
number of shares converted is 1,616,729,400 shares (including bonus shares and additional shares).
On 22 June 2007, upon an approval by China Securities Regulatory Commission (Zheng Jian Fa Xing Zi
[2007] No. 7), the Bank issued 2,380,000,000 new RMB-denominated ordinary shares to eight domestic
corporate investors pursuant to a private placement.
On 21 October 2009, upon an approval by China Securities Regulatory Commission (Zheng Jian Xu Ke
[2009] No. 1104), the Bank issued 3,439,275,500 overseas listed foreign shares (H Shares) of RMB1 each
(including 117,569,500 over-allotted shares) which were listed on The Stock Exchange of Hong Kong
Limited on 26 November 2009 and 23 December 2009.
On 26 March 2012, according to an approval by China Securities Regulatory Commission (Zheng Jian Xu
Ke [2012] No. 211), the Bank further issued 1,650,852,240 overseas listed foreign shares (H Shares) of
RMB1 each which were listed on The Stock Exchange of Hong Kong Limited on 2 April 2012.
Article 4The registered name of the Bank:
Full name in Chinese: 中國民生銀行股份有限公司
Full name in English: CHINA MINSHENG BANKING CORPORATION LIMITED
Abbreviation in English: CMBC
Article 5The Head Office of the Bank is located in Beijing.
Registered address of the Bank: No. 2, Fuxingmennei Avenue, Xicheng District, Beijing, China, 100031
Tel: 58560666
Fax: 58560690
Article 6The Bank is a joint stock limited company of indefinite term.
Article 7The Chairman of the Board of Directors of the Bank shall be the legal representative of the
Bank.
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Article 8The total capital of the Bank shall be divided into equal shares. The shareholders shall bear
liability of the Bank to the extent of the share capital subscribed by them and the Bank shall bear liability of
its debts to the extent of its total capital.
Article 9On July 2006, the Bank amended its Articles of Association (the “Original Articles”) in
accordance with the Company Law, the Securities Law, other pertinent laws and administrative regulations
and rules, to reflect the requirements applicable to the Bank as an A share listed company.
The Original Articles of the Bank became effective on 26 January 2007 upon an Approval by the China
Banking Regulatory Commission (the “CBRC”) (Yin Jian Fu [2007] No. 27).
These Articles of Association have been approved by the shareholders’ general meeting and the approval
authority of the State Council and shall be effective from the date of the listing of the overseas listed
foreign invested shares of the Bank on Hong Kong Exchanges and Clearing Limited (the “Hong Kong
Exchange”). Starting from the date of effectiveness of these Articles of Association, the Original Articles
and amendments thereof shall be superseded by these Articles of Association.
Starting from the date of effectiveness of these Articles of Association, these Articles of Association shall
become a legally binding document which regulates the organization and activities of the Bank and the
rights and obligations between the Bank and its shareholders, and among the shareholders.
Article 10These Articles of Association shall be binding on the Bank, its shareholders, directors,
supervisors, president and other senior management. All of the above personnel may claim their rights in
respect of matters relating to the Bank in accordance with these Articles of Association.
The shareholders may institute lawsuits against the Bank pursuant to these Articles of Association; the
Bank may institute lawsuits against its shareholders, directors, supervisors, president and other senior
management pursuant to these Articles of Association; the shareholders may institute lawsuits against other
shareholders pursuant to these Articles of Association; and the shareholders may institute lawsuits against
the directors, supervisors, president and other senior management of the Bank pursuant to these Articles of
Association.
The lawsuits referred to in the preceding paragraph shall include lawsuits instituted in a court or arbitration
applied to an arbitration institution.
Article 11The senior management referred to in these Articles of Association shall mean the president,
vice presidents, secretary to the Board of Directors, chief financial officer and other senior officers
recognized by the regulatory authorities.
Article 12The Bank may invest in other companies with limited liabilities and joint stock limited
companies subject to the relevant laws and regulations, and shall bear the liabilities of the investees to
the extent of the share capital subscribed by it. Subject to approval by the CBRC, the Bank may establish
domestic and overseas branches for business expansion.
The Bank is comprised of the headquarters, branches and sub-branches. The headquarters adopts a
centralized audit and capital management system for all branches and sub-branches. Branches and sub-branches have their internal financial management systems.
The domestic and overseas branches of the Bank shall not have the status of legal person. Their
establishment and business operation shall be in compliance with the requirements of CBRC regarding the
management of the financial institutions and within the authorized scope by the headquarters.
Oversea branches of the Bank may carry out all banking or other businesses permitted by laws and
regulations of the jurisdiction in which such branches are located.
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Subject to approval by the approval authority of the State Council, the Bank may operate as a holding
company in accordance with the Company Law as required by its operation management.
Article 13The Bank shall be supervised and regulated by the CBRC according to the laws and
regulations.
Chapter 2 Objectives and Scope of Business
Article 14The objectives of the Bank are to develop various banking businesses in compliance with
relevant laws and regulations, support the development of domestic economy and serve the public with
main focuses on private enterprises, small and medium enterprises and high-technology enterprises.
The Bank shall operate its business in a prudent manner and maintain its liquidity and capital return at
satisfactory levels. The Bank shall operate independently under its internal control system and shall be
solely responsible for any risks, profits and losses arising from its operation.
Article 15Subject to approvals by the regulatory authorities, such as the banking regulatory authorities
under the State Council, and the registration authorities, the business scope of the Bank shall include:
(1) taking deposits from the public;
(2) provision of short, medium and long-term loans;
(3) processing domestic and overseas settlements;
(4) processing bill acceptance and discount;
(5) issuance of financial bonds;
(6) acting as issuance agent and payment agent, and underwriting government bonds;
(7) dealing in government and corporate bonds;
(8) engaging in inter-bank borrowing;
(9) dealing in foreign exchange as principal or agency;
(10) engaging in bank card business;
(11) providing letter of credit and guarantee;
(12) acting as receiving/payment agent and insurance agent;
(13) providing safekeeping boxes services;
(14) other businesses as approved by the banking regulatory authorities under the State Council.
Subject to approval by the People’s Bank of China, the Bank may engage in settlement and sale of foreign
exchange businesses.
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Chapter 3 Shares and Registered Capital
Article 16The shares of the Bank shall be represented by share certificate and are ordinary shares. The
Bank may issue other classes of shares in accordance with relevant laws and administrative regulations
subject to approval by the approval authorities under the State Council.
Article 17The shares in the Bank shall be issued in a fair and equal manner and each share of the same
class shall enjoy the same rights.
The conditions and price of each share of the same class shall be the same in each issue. Any entity or
individual shall pay the same price for each share subscribed.
Article 18All the shares issued by the Bank shall have a par value. The par value of each share shall be
RMB1.
RMB mentioned in the preceding paragraph refers to Renminbi, the lawful currency of the People’s
Republic of China.
Article 19Subject to approval by the securities regulatory authorities under the State Council and
banking regulatory authorities, the Bank may issue its shares to domestic and overseas investors.
The overseas investors mentioned in the preceding paragraph refer to investors in overseas countries, Hong
Kong, Macau and Taiwan who subscribe for the shares issued by the Bank; and domestic investors refer to
investors in the PRC, excluding the regions mentioned above, who subscribe for the shares issued by the
Bank.
Article 20The shares issued by the Bank to domestic investors for subscription in RMB shall be referred
to as Domestic Shares. The shares issued by the Bank to overseas investors for subscription in foreign
currencies shall be referred to as Overseas Shares. Overseas Shares listed in an overseas country shall be
referred to as overseas listed foreign shares. Shares listed in Hong Kong shall be referred to as H shares.
The par value of the H shares listed on the Hong Kong Stock Exchange are denominated in RMB and to be
subscribed and dealt in Hong Kong dollars.
The foreign currencies mentioned in the preceding paragraph refer to the legal tenders, other than RMB, of
other jurisdictions and are recognized by the foreign exchange administration authorities of the State for
payment to the Bank for share capital.
Subject to approval of the securities regulatory authorities of the State Council, holders of domestic shares
may transfer their shares to overseas investors and such transferred shares may be listed or traded on an
overseas stock exchange. Any listing or trading of the transferred shares on an overseas stock exchange
shall comply with the regulations, rules and requirements of such overseas securities market. No approval
by class shareholders’ meeting is required for the listing and trading of the transferred shares on an overseas
stock exchange.
Article 21Domestic shares shall be under the custody of the Shanghai branch of China Securities
Depository and Clearing Corporation Limited. H shares are mainly under the custody of a company
entrusted by Hong Kong Securities Clearing Company Limited, or held in the name of individual
shareholders.
Article 22Pursuant to an approval by the State Council and the People’s Bank of China, the Bank issued
1,380,248,376 ordinary shares to 59 promoters, representing 100% of the total number of the ordinary
shares of the Bank in issue, upon its establishment.
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After its establishment, the Bank issued 350,000,000 domestically listed domestic shares on 27 November
2000, pursuant to an approval by China Securities Regulatory Commission. Upon completion of the issue of
domestic shares, the share capital of the Bank comprises of 1,380,248,376 promoter legal-person shares and
350,000,000 domestically listed domestic shares, representing 79.77% and 20.23% of the total share capital
of the Bank respectively.
On 27 February 2003, pursuant to an approval by the China Securities Regulatory Commission (Zheng
Jian Fa Xing Zi [2003] No. 13), the Bank issued RMB4 billion convertible bonds of RMB100 each. The
convertible bonds were due and repayable (including principal and interests) on 26 February 2008. The
number of shares converted is 1,616,729,400 shares (including bonus shares and additional shares).
On 22 June 2007, pursuant to an approval by the China Securities Regulatory Commission (“CSRC”)
(Zheng Jian Fa Xing Zi [2007] No. 7), the Bank&