China Minsheng Financial Holdg : ANNOUNCEMENT IN RELATION TO (1) APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS, (2) RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR, AND (3) CHANGE OF COMPOSITION OF AUDIT COMMITTEE, NOMINATION COMMITTEE AND REMUNERATION COMMITTEE

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China Minsheng Financial Holding Corporation Limited

中 國 民 生 金 融 控 股 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 245)

ANNOUNCEMENT IN RELATION TO

1. APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS,

2. RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR, AND

3. CHANGE OF COMPOSITION OF AUDIT COMMITTEE, NOMINATION COMMITTEE AND REMUNERATION COMMITTEE

This announcement is made pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the ''Listing Rules'').

The board of directors (the ''Board'') of China Minsheng Financial Holding Corporation Limited (the ''Company'') announces that (i) Mr. Ling Yu Zhang (''Mr. Ling'') and Dr. Guan Tao (''Dr. Guan'') have been appointed as independent non-executive directors of the Company, with effect from 15 July 2017; (ii) Mr. Thaddeus Thomas Beczak (''Mr. Beczak'') has resigned as an independent non-executive director, the chairman of the nomination committee (the ''Nomination Committee''), a member of the audit committee (the ''Audit Committee'') and the remuneration committee (the ''Remuneration Committee'') of the Company, with effect from 13 July 2017; (iii) Mr. Ling and Dr. Guan have been appointed as members of the Nomination Committee, the Audit Committee and the Remuneration Committee, with effect from 15 July 2017; and (iv) Mr. Lyu Wei (''Mr. Lyu'') has been re-designated as the chairman of the Nomination Committee, with effect from 15 July 2017.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

The Board is pleased to announce that with effect from 15 July 2017, Mr. Ling and Dr. Guan have been appointed as independent non-executive directors of the Company.

Mr. Ling, aged 72, graduated from the Department of Mechanical Engineering of Beijing Institute of Technology and is a Senior Economist. Mr. Ling has more than 40 years of experience in the automobile and mechanical industry. Mr. Ling has been appointed as Vice- director of Provincial Machinery and Industry Department in Fujian, Chairman of Fujian Motor Industry Group Company and member of the 9th committee of the Chinese People's Political Consultative Conference in Fujian. Mr. Ling had also previously served as an

independent non-executive director of the Company for five years. Mr. Ling is a non- independent Director of Fujian Newchoice Pipe Technology Co., Ltd., a company listed on the Shenzhen Stock Exchange.

Mr. Ling is expected to enter into a service contract with the Company for a term of three years with effect from 15 July 2017, provided that either party may terminate such service contract at any time by giving at least three months' notice in writing. The service contract is expected to provide Mr. Ling with an annual remuneration of HK$250,000. In accordance with the Company's articles of association, Mr. Ling's appointment as the independent non- executive director is subject to retirement by rotation and re-election at the Company's general meeting. The remuneration package of Mr. Ling is determined by reference to his duties, responsibilities as well as the Company's remuneration policy and the market benchmark and will be reviewed by the Board and the Remuneration Committee on an annual basis.

As at the date of this announcement, Mr. Ling has no interest in any shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance (the ''SFO'').

Save as disclosed above, (i) Mr. Ling has not held any directorship in any listed public companies in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications; (ii) Mr. Ling does not have any relationships with any directors, senior management, substantial shareholders or controlling shareholders (within the meaning of the Listing Rules) of the Company; and

(iii) there is no further information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter which needs to be brought to the attention of the shareholders in relation to Mr. Ling's appointment.

Dr. Guan, aged 46, is a senior fellow of China Finance 40 Forum, and a member of the Chinese Economists 50 Forum. Dr. Guan is currently an independent director of Minmetals Capital Company Limited (listed on the Shanghai Stock Exchange, stock code: 600390) and Bank of Shanghai Co., Ltd. (listed on the Shanghai Stock Exchange, stock code: 601229). Previously, he worked at the State Administration of Foreign Exchange of the People's Republic of China, and was Director-General of the Department of Balance of Payments until 2015. Since 1994, he has been playing an active role in China's exchange rate reform, and published numerous reports and research papers on the subject. Dr Guan's research focuses on currency convertibility, balance of payments, exchange rate policies and international capital flows. Dr Guan received a doctorate degree in economics from Beijing Normal University and a master's degree in development economics from Australian National University.

Dr. Guan is expected to enter into a service contract with the Company for a term of three years with effect from 15 July 2017, provided that either party may terminate such service contract at any time by giving at least three months' notice in writing. The service contract is expected to provide Dr. Guan with an annual remuneration of HK$250,000. In accordance with the Company's articles of association, Dr. Guan's appointment as the independent non- executive director is subject to retirement by rotation and re-election at the Company's general meeting. The remuneration package of Dr. Guan is determined by reference to his

duties, responsibilities as well as the Company's remuneration policy and the market benchmark and will be reviewed by the Board and the Remuneration Committee on an annual basis.

As at the date of this announcement, Dr. Guan has no interest in any shares in the Company within the meaning of Part XV of the SFO.

Save as disclosed above, (i) Dr. Guan has not held any directorship in any listed public companies in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications; (ii) Dr. Guan does not have any relationships with any directors, senior management, substantial shareholders or controlling shareholders (within the meaning of the Listing Rules) of the Company; and

(iii) there is no further information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter which needs to be brought to the attention of the shareholders in relation to Dr. Guan's appointment.

The Board would like to take this opportunity to welcome Mr. Ling and Dr. Guan in joining the Company.

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board announces that with effect from 13 July 2017, Mr. Beczak has resigned as an independent non-executive director, the chairman of the Nomination Committee, a member of the Audit Committee and the Remuneration Committee of the Company, due to concerns over potential conflicts.

Mr. Beczak has confirmed that he has no disagreement with the Board. Other than concerns over potential conflicts, there are no other matters in relation to his resignation as an independent non-executive director which need to be brought to the attention of the shareholders of the Company.

The Board would like to express its sincere gratitude to Mr. Beczak for his valuable contributions to the Company during his tenure of service.

CHANGE OF COMPOSITION OF AUDIT COMMITTEE, NOMINATION COMMITTEE AND REMUNERATION COMMITTEE

As a result of Mr. Beczak's resignation, Mr. Ling and Dr. Guan are appointed as members of the Nomination Committee, the Audit Committee and the Remuneration Committee with effect from 15 July 2017. In addition, Mr. Lyu will be re-designated as the chairman of the Nomination Committee in replacement of Mr. Beczak, with effect from 15 July 2017.

By order of the Board

China Minsheng Financial Holding Corporation Limited Li Huaizhen

Chairman

Hong Kong, 17 July 2017

As at the date of this announcement, the Board comprises (1) Mr. Chen Guogang, Mr. Liu Tianlin, Mr. Ni Xinguang and Ms. Feng Xiaoying as executive directors; (2) Mr. Li Huaizhen as non-executive director; and (3) Mr. Chen Johnny, Mr. Lyu Wei, Mr. Ling Yu Zhang and Dr. Guan Tao as independent non-executive directors of the Company.