Key Points of China Minsheng Bank’s Policies for Code of Conduct of Employees

I. General Provision
To further standardize the conduct of all employees, China Minsheng Bank (the “Bank”)has formulated the Key Points based on laws, regulations and requirements of financial supervisory authorities, including the Labor Law of the People’s Republic of China, the Commercial Bank Law of the People’s Republic of China, the Professional Ethics and Code of Conduct for Banking Practitioners, as well as the Bank’s actual circumstances.

The Key Points is applicable for all employees of the Head Office, the branches, the sub-branches and the subsidiaries of the Bank.
II. Key Requirements
1. Anti-Corruption and Anti-Bribery
The Bank adopts a zero-tolerance policy on corruption and bribery. It is strictly prohibited to solicit or accept bribes or improper benefits from customers, suppliers, competitors, affiliated institutions, subordinate practitioners and other stakeholders in any manner, and it is strictly prohibited to offer bribes or improper benefits to government authorities or other interested parties. In business dealings, it is prohibited to accept or offer gifts or gift money exceeding the scope permitted by laws and commercial practices. For those cannot be refused or returned for any reason, they should be reported and handed over within the prescribed time limit, and should be uniformly received, registered, kept and handled by the offices of the discipline inspection committees at all levels. Meanwhile, it is also strictly prohibited to take advantage of one’s position to misappropriate, embezzle or divert the Bank’s funds, expenses or customer funds; illegally charge customers fees for personal gain, or seek improper benefits for specific institutions, departments or personnel in business guidance, supervision and inspection, performance assessment and other activities.
2. Anti-Discrimination and Fair Treatment
The Bank strictly complies with labor-related laws and regulations, and ensures that employees are treated in a fair, open and impartial manner. The Bank resolutely prevents all forms of employment discrimination and workplace discrimination, and does not subject employees to unfair treatment for their gender, age, race, religious belief, household registration or other factors.
3. Confidentiality of Information
The Bank has established a full-process information confidentiality management system that clarifies the information security and confidentiality responsibilities of all employees. All employees must strictly comply with confidentiality management requirements and information classification and authorization management requirements. It is strictly prohibited to disclose state secrets, business secrets, inside information or other non-public information, or to illegally obtain, transmit or duplicate confidential information.
4. Conflicts of Interest
The Bank has established mechanisms for identifying and preventing conflicts of interest, and requires all practitioners to comply with position management requirements and strictly implement business rules and operation procedures to prevent conflicts of interest and moral risks. When handling business, such as credit facility, credit investigation, financing, that involves oneself, relatives or other interested parties, they must proactively report the matter and request recusal, and must not lower handling standards from those for customers under equivalent conditions. It is strictly prohibited for individuals to engage in business activities or establish enterprises, and to directly or indirectly participate in equity investments in enterprises having business relations with the Bank.
5. Monopoly and Anti-Unfair Competition
The Bank consciously safeguards the fair financial market order, and does not use unfair competitive approaches in marketing and business activities, or maliciously disparage competitors or damage the reputations of other industry peers. Practitioners are strictly prohibited from seizing market resources through business bribery, false advertising, misleading customers or other means, and must not make false or misleading statements regarding product returns, risks or other relevant matters.
6. Anti-Money Laundering (AML) and Anti-Insider Trading
The Bank strictly complies with laws and regulations relating to AML, and strictly prohibits money laundering, participation in money laundering or providing assistance to money laundering activities. The Bank strictly implements AML requirements concerning customer identification, retention of transaction information, and reporting of large-value and suspicious transactions. Practitioners are strictly prohibited from engaging in insider trading, illegally disclosing inside information in explicit or implicit forms, using inside information to obtain personal benefits, or providing wealth management or investment advice to others based on inside information. Meanwhile, the Bank strictly prohibits organizing or participating in illegal private financing or private high-interest lending activities, privately participating in profit-making activities such as financing intermediary or bill intermediary, or providing guarantees for others beyond their personal capacity.
7. Environment, Health and Safety
All employees of the Bank must comply with national laws and regulations and the Bank’s management regulations on environmental protection and energy conservation, and follow the principles of green and low-carbon development, diligence and thrift. In daily work, employees should implement requirements for paper and electricity-saving, waste reduction, waste sorting and green travel, and jointly create an office atmosphere that is both energy-saving and environmentally friendly. The Bank has established a safety prevention and control system coordinated by the operation safety committee. All employees must strictly comply with operation safety rules and regulations, actively participate in safety training and emergency drills, promptly report hidden dangers, and cooperate with occupational health management to jointly maintain a safe and healthy work environment.
8. Whistleblowing Management
The Bank protects, in accordance with laws, the rights of employees and the social public to exercise supervision and make whistleblowing reports, and has established and improved the management mechanisms for reporting accusations, denunciations and illegal acts. The Bank standardizes the procedures for acceptance, verification and notification of complaints, and maintains strict confidentiality throughout the verification and handling process. The Bank implements closed-loop management of whistleblowing matters and provides feedback on the handling results to real-name whistleblowers within the prescribed time limit after case closure. The Bank resolutely safeguards the legitimate rights and personal safety of whistleblowers and their close relatives, strictly prohibits any organization or individual from threatening, insulting, assaulting or retaliating against witnesses, and rigorously investigates and handles retaliation in accordance with applicable rules and disciplines.
III. Handling of Violations
The Bank adopts a zero-tolerance policy on violations of the Key Points. Once identified, violations shall be rigorously investigated and handled, the root causes of problems shall be thoroughly analyzed, and management loopholes shall be comprehensively reviewed. Internal personnel who commit violations will be held accountable in accordance with the Disciplinary Measures of China Minsheng Bank on Staff Violations. Improper economic benefits obtained through violations must be refunded. Where economic losses are caused to the Bank, compensation shall be borne in accordance with laws. Where a violation is suspected to constitute a crime, the case shall be transferred to the judicial authorities in accordance with laws.
IV. Supervision and Audit
The Bank has established a continuous supervision system and conducts daily supervision over the implementation of ethical standards. Through digital means, the Bank conducts continuous off-site monitoring and provides alerts for abnormal behaviors that violate business ethics at all business units.

In accordance with the principle of “full-coverage in every three years”, the Bank conducts comprehensive internal control evaluation and audit of all business units, focusing on internal systems relating to ethical standards, employee moral risks, clean practices and accountability management, and conducts all-round evaluation and supervision of all types of business and all personnel to ensure the depth and breadth of inspections.
V. Policy Review and Update
The Bank has established a regular institutional assessment mechanism, conducts comprehensive assessments on the Key Points on a regular basis, and revises and updates them in a timely manner in light of the latest regulatory requirements, actual business development, and changes in the internal and external environments. Revised policies are announced internally and are disclosed externally as required, so as to ensure their compliance, applicability and forward-looking nature.