China Minsheng Financial Limit : TERMS OF REFERENCE OF STRATEGY COMMITTEE

China Minsheng Financial Holding Corporation Limited

中 國 民 生 金 融 控 股 有 限 公 司

(the ''Company'')

(Incorporated in Hong Kong with limited liability)

(Stock Code: 245)

TERMS OF REFERENCE OF

STRATEGY COMMITTEE

ADOPTED BY THE BOARD ON 11 January 2017

1. Role and Function

   The Strategy Committee is established as a committee of the board of directors of the Company (the ''Board''). It is responsible for considering, reviewing and advising on development strategies of the Company's operations.

   The Strategy Committee is also responsible for supervising and monitoring the Company's development strategies and its implementation. The committee shall have no powers other than those set out in this terms of reference below.

2. Composition of Strategy Committee

   The Strategy Committee shall comprise of all executive directors of the Company. The quorum for the committee shall be three members.

3. Meeting

   The Strategy Committee shall meet at least once per year or more if required. The Strategy Committee shall be chaired by the Chairman of the Committee, in his/her absence, the Chairman of the Committee shall designate another member of the Strategy Committee as the chairman for the meeting.

   Each member shall have one vote and the resolutions of the meetings shall be passed by more than half of all members.

   The Strategy Committee may invite directors and other senior management members of the Company to sit in the meetings. The Secretary shall be in attendance at each Strategy Committee meeting and shall record the proceedings of the meeting.

   Draft and final version of minutes of the meetings of the committee shall be circulated to the Committee for comment (if any) and records within a reasonable time after each meeting. The Committee shall report to the Board on a regular basis. At the next meeting of the Board following a meeting of the Committee, the chairman of the Committee shall report the findings and recommendations of the Committee to the Board.

4. Duties and Authority

   To fulfill its responsibilities, the Strategy Committee shall:

5. research and recommend on the development strategies of the Company;

6. research and recommend on matters impacting the development of the Company;

7. opine on any significant investment projects of the Company;

8. supervise and manage the implementation of the development strategies of the Company;

9. review and reassess the adequacy of the terms of reference annually and recommend to the Board any changes deemed appropriate by the Strategy Committee;

10. perform any other activities consistent with the terms of reference, the Company's Articles and governing law, as the Strategy Committee or the Board deems necessary or appropriate; and

11. handle any other matters delegated by the Board.

12. Resources

The Strategy Committee shall have the sole authority to retain or terminate consultants to assist the Strategy Committee in performing its duties. The Strategy Committee should be provided with sufficient resources to perform its duties. The Committee should have access to external expert or intermediaries in connection with its duties at the Company's expense if necessary.

Should there be any inconsistency between the English and Chinese versions of the above terms of reference, the English version shall prevail.