China Construction Bank : 29 Apr 2022Announcement on the Resolutions of the Meeting of the Board of Direc...

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(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 939)

Announcement on the Resolutions of the Meeting of the Board of Directors

(29 April 2022)

The meeting (the "Meeting") of the board of directors (the "Board") of China Construction Bank Corporation (the "Bank" or "CCB") was held onsite on 29 April 2022 in Beijing. The Bank issued the written notice of the Meeting on 15 April 2022. The Meeting was chaired by Mr. Tian Guoli, chairman of the Board. 13 directors were eligible to attend the Meeting and all of them attended the Meeting in person. The Meeting was convened in compliance with the provisions of the Company Law of the People's Republic of China, the Articles of Association of China Construction Bank Corporation (the "Articles of Association") and other rules.

The following resolutions were considered and approved at the Meeting:

I. Proposal on Appointment of Mr. Zhang Jinliang as President of CCB

Voting results: voted in favour: 13 votes, voted against: 0 vote, abstained from voting: 0 vote.

The independent non-executive directors were of the view that Mr. Zhang Jinliang satisfies the appointment qualifications and requirements of senior management as required by relevant laws, regulations and the Articles of Association. The independent non-executive directors agreed on this proposal.

It was resolved at the Meeting that Mr. Zhang Jinliang be appointed as president of the Bank. Mr. Zhang Jinliang satisfies the appointment qualifications and requirements of senior management as required by relevant laws, regulations and the Articles of Association. Mr. Zhang Jinliang shall perform his duties as president of the Bank after his qualifications of senior management are approved by the China Banking and Insurance Regulatory Commission (the "CBIRC").

Mr. Zhang Jinliang, born in November 1969, is of Chinese nationality. From October 2003 to January 2016, Mr. Zhang served successively as deputy general manager of Finance and Accounting Department, head of IT Blueprint Implementation Office, general manager of Financial Management Department, general manager of Beijing Branch, executive director and executive vice president of Bank of China. From January 2016 to August 2018, Mr. Zhang was executive director of China Everbright Group and executive director and president of China Everbright Bank. From August 2018 to April 2022, Mr. Zhang served as director and president of China Post Group Corporation Limited (previously China Post Group Corporation) and concurrently served as chairman of Postal Savings Bank of China from May 2019. Mr. Zhang is a Certified Public Accountant and Senior Accountant. Mr. Zhang obtained a Ph.D. degree in Economics from Xiamen University in 1997.

Save as disclosed in the biographical details, Mr. Zhang Jinliang confirms that: (i) he has no other relationship with the Bank's directors, supervisors, senior management, substantial shareholders or controlling shareholder; (ii) he has no interest in shares of the Bank as defined in Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (iii) he did not hold any directorship in any other listed company in the last three years, nor does he hold any positions in any members of the Group; and (iv) he is not in possession of any information that is required to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited , and there is no other issue that shall be brought to the attention of the shareholders of the Bank.

The emoluments of Mr. Zhang Jinliang shall be implemented pursuant to the relevant regulations, which consist of emoluments payable, social insurance and other income. The Nomination and Remuneration Committee of the Board shall, after the end of each year, propose the emoluments distribution and settlement plan, which shall be reviewed by the Board and submitted to the shareholders' general meeting for approval. The Bank will make disclosure after the relevant emoluments are determined. For details of the emoluments, please refer to the annual report, relevant announcement and circular to be published by the Bank in due course.

II. Proposal on Nomination of Mr. Zhang Jinliang as Executive Director of CCB

Voting results: voted in favour: 13 votes, voted against: 0 vote, abstained from voting: 0 vote.

The independent non-executive directors were of the view that Mr. Zhang Jinliang satisfies the appointment qualifications and requirements of director as required by relevant laws, regulations and the Articles of Association. The independent non-executive directors agreed on this proposal.

It was resolved at the Meeting that Mr. Zhang Jinliang be nominated as executive director of the Bank. Mr. Zhang Jinliang satisfies the appointment qualifications and requirements of director as required by relevant laws, regulations and the Articles of Association. After the shareholders' general meeting of the Bank reviews and approves the appointment of Mr. Zhang Jinliang as executive director of the Bank, it shall be filed with the CBIRC. The term of office of Mr. Zhang Jinliang shall be three years, commencing from the date when the Bank's shareholders' general meeting reviews and approves the appointment of Mr. Zhang Jinliang as executive director of the Bank and expiring on the date of the shareholders' annual general meeting for the year when such term of office expires.

It was resolved that this proposal be submitted to the shareholders' general meeting of the Bank for consideration.

• III. Proposal on Nomination of Mr. Zhang Jinliang as Member of the Relevant Special Committees of the Board of Directors of CCB

  Voting results: voted in favour: 13 votes, voted against: 0 vote, abstained from voting: 0 vote.

  It was resolved at the Meeting that Mr. Zhang Jinliang be appointed as member of each of the Strategy Development Committee and Risk Management Committee of the Board of the Bank. The above-mentioned memberships of Mr. Zhang Jinliang in special committees of the Board of Directors shall take effect after the shareholders' general meeting of the Bank reviews and approves his executive directorship.

• IV. Proposal on 2022 Performance Evaluation Plan for Executive Directors of CCB

  Voting results: voted in favour: 13 votes, voted against: 0 vote, abstained from voting: 0 vote.

• V. Proposal on 2022 Performance Evaluation Plan for Senior Management Members of CCB

  Voting results: voted in favour: 13 votes, voted against: 0 vote, abstained from voting: 0 vote.

• VI. Proposal on the Re-appointment of Mr. Hu Changmiao as Secretary to the Board of CCB

  Voting results: voted in favour: 13 votes, voted against: 0 vote, abstained from voting: 0 vote.

  The independent non-executive directors were of the view that Mr. Hu Changmiao satisfies the appointment qualifications and requirements of secretary to the Board as required by relevant laws, regulations and the Articles of Association. The independent non-executive directors agreed on this proposal.

  It was resolved at the Meeting that Mr. Hu Changmiao be appointed as secretary to the Board of the Bank. Mr. Hu Changmiao satisfies the appointment qualifications and requirements of secretary to the Board as required by relevant laws, regulations and the Articles of Association.

  Mr. Hu Changmiao, born in March 1964, is of Chinese nationality. Mr. Hu has served as secretary to the Board of the Bank since May 2019. Mr. Hu served as general manager of board of director office of the Bank since December 2018. Mr. Hu served as chairman of CCB Financial Leasing Co., Ltd. from August 2016 to December 2018, general manager of Guangxi Branch of the Bank from February 2012 to August 2016, general manager of public relations & corporate culture department of the Bank from March 2006 to February 2012, and deputy general manager in charge of the management of the board of director office of the Bank from June 2005 to March 2006. He served as deputy general manager of the executive office of the Bank from December 2004 to June 2005, deputy general manager of credit card centre of the Bank from March 2003 to December 2004, and deputy general manager of personal banking department of the Bank from July 2001 to March 2003. Mr. Hu is a senior economist. He graduated from Peking University with a master of science degree in economic geography in 1986.

VII. Proposal on Report for the First Quarter of 2022

Voting results: voted in favour: 13 votes, voted against: 0 vote, abstained from voting: 0 vote.

For the Report for the First Quarter of 2022 of China Construction Bank Corporation , please refer to the relevant document published on the HKEXnews website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk).

VIII.Proposal on 2022 Internal Capital Adequacy Assessment Report of China Construction

Bank

Voting results: voted in favour: 13 votes, voted against: 0 vote, abstained from voting: 0 vote.

IX. Proposal on Disposal of Credit Assets

Voting results: voted in favour: 13 votes, voted against: 0 vote, abstained from voting: 0 vote.

X. Proposal on Revisions to the Articles of Association of China Construction Bank Corporation

Voting results: voted in favour: 13 votes, voted against: 0 vote, abstained from voting: 0 vote.

The Proposal on Revisions to the Articles of Association of CCB was considered and approved at the Meeting. It was resolved that this proposal be submitted to the shareholders' general meeting of the Bank for consideration, and at the same time, the shareholders' general meeting be requested to authorize the Board, which could sub-delegate the authority to the chairman, to make corresponding revisions to the revised articles of the Articles of Association based on the opinions or requirements of relevant national ministries and commissions and the regulatory authorities, if any. It was resolved at the Meeting that the Board, on the premise of obtaining the aforesaid authorization from the shareholders' general meeting, authorizes the chairman to make corresponding revisions to the revised articles of the Articles of Association based on the opinions or requirements of relevant national ministries and commissions and the regulatory authorities.

Details of this proposal will be disclosed in the circular of the shareholders' general meeting.

XI. Proposal on the Appointments of Mr. Qiu Jicheng and Mr. Chiu Ming King as Joint Company Secretaries of the Bank

Voting results: voted in favour: 13 votes, voted against: 0 vote, abstained from voting: 0 vote.

It was resolved at the Meeting that Mr. Qiu Jicheng and Mr. Chiu Ming King be appointed as joint company secretaries of the Bank, and their appointments shall take effect upon the consideration and approval by the Board and approval by The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange"). Mr. Ma Chan Chi will cease to serve as the company secretary and authorised representative of the Bank on the same date.

Mr. Qiu Jicheng, born in October 1972, is of Chinese nationality. Mr. Qiu currently serves as general manager of board of directors office. Mr. Qiu served as deputy general manager of personal finance department (the department of protection of consumer rights and interests) from April 2020 to April 2022. Mr. Qiu served as deputy general manager of legal affairs department of the Bank from August 2018 to April 2020, during which, he served as a member of the Standing Committee of the CPC Municipal Party Committee and vice mayor (temporary) of Ankang City of Shaanxi Province from April 2018 to April 2020, senior manager of the legal affairs department of the Bank from December 2013 to August 2018 respectively. Mr. Qiu obtained a bachelor's degree in administrative management in July 1993 and a master's degree in economic law in July 1996 from China University of Political Science and Law.

Mr. Chiu Ming King, born in February 1977, is a Hong Kong resident. Mr. Chiu currently serves as the Managing Director for Corporate Services at Vistra Corporate Services (HK) Limited. Mr. Chiu has been an associate member of The Chartered Governance Institute in United Kingdom and The Hong Kong Chartered Governance Institute ("HKCGI") since 2003 and became a fellow member of the HKCGI since September 2015. Mr. Chiu has been a vice-chairman of the Membership Committee and chairman of Professional Services Panel of HKCGI and a council member of HKCGI since 2020. Mr. Chiu obtained a bachelor of arts from University of Toronto in Canada in June 1999 and received a master of arts in professional accounting and information systems from City University of Hong Kong in November 2003.

XII. Proposal on Revising the Working Rules of the Related Party Transaction, Social

Responsibility and Consumer Protection Committee of China Construction Bank Corporation

Voting results: voted in favour: 13 votes, voted against: 0 vote, abstained from voting: 0 vote.

Announcement of the captioned matters is hereby given.

The Board of Directors of

China Construction Bank Corporation

29 April 2022

As at the date of this announcement, the executive director of the Bank is Mr. Tian Guoli; the non-executive directors of the Bank are Mr. Xu Jiandong, Mr. Zhang Qi, Mr. Tian Bo, Mr. Xia Yang, Ms. Shao Min and Ms. Liu Fang; and the independent non-executive directors of the Bank are Sir Malcolm Christopher McCarthy, Mr. Kenneth Patrick Chung, Mr. Graeme Wheeler, Mr. Michel Madelain, Mr. William Coen and Mr. Leung Kam Chung, Antony.