China Construction Bank : 29 Mar 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 March 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 March 2022 in Beijing. The Bank issued the written notice of the Meeting on 14 March 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 the 2021 Annual Report, the Results Announcement and the Summary of the Annual Report

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

  It was resolved at the Meeting that the Report of the Board of Directors and the Final Financial Accounts (Financial Report) contained in the 2021 Annual Report of China Construction Bank Corporation be submitted to the shareholders' general meeting of the Bank for consideration.

• II. Proposal on the Profit Distribution Plan for 2021 of CCB

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

The Profit Distribution Plan for 2021 of the Bank is as follows:

• 1. On the basis of the after-tax profit of the Bank for 2021 in the amount of RMB295,764 million, 10% of such profit (being RMB29,576 million) be appropriated to the statutory surplus reserve fund;

• 2. RMB31,202 million be set aside as the general reserve according to the Administrative Measures for the Provision of Reserves of Financial Enterprises (Cai Jin [2012] No. 20) issued by the Ministry of Finance;

• 3. Cash dividend for the year 2021 of RMB0.364 per share (inclusive of taxes) be distributed to all the ordinary shareholders of the Bank (whose names appear on the shareholders' register after the close of trading hours on 7 July 2022). The total amount of cash dividend is RMB91,004 million;

• 4. No capitalisation of the capital reserve to share capital in 2021.

The independent non-executive directors were of the view that the Bank's Profit Distribution Plan for 2021 was in compliance with the requirements of laws, regulations and the Articles of Association, and were not aware of any circumstance detrimental to the legitimate rights and interests of the Bank and its minority shareholders. The independent non-executive directors agreed on this proposal.

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

For details regarding the Announcement on the Profit Distribution Plan for 2021 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).

III. Proposal on the 2021 Internal Control Assessment Report 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 the Bank had evaluated the effectiveness of its internal controls on an annual basis in accordance with the requirements of the Basic Standards for Enterprises Internal Control and its guidelines. The Bank's 2021 Internal Control Assessment Report truthfully and objectively reflected the actual situation of the internal control of the Bank. The independent non-executive directors agreed with the relevant conclusions of the Bank's 2021 Internal Control Assessment Report.

For details regarding the 2021 Internal Control Assessment Report 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).

IV. Proposal on the Engagement of External Auditors for 2022

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 the external auditors Ernst & Young Hua Ming LLP and Ernst & Young to be engaged by the Bank for 2022, had the relevant qualifications and professional capabilities. The review procedures of the engagement were in compliance with the relevant requirements of laws, regulations and the Articles of Association. The independent non-executive directors agreed on this proposal.

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

For details regarding the Announcement on Re-engagement of Accounting Firms 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).

• V. Proposal on the 2021 Capital Adequacy Ratio Management Report of CCB

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

• VI. Proposal on the Capital Adequacy Ratio Report 2021

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

  For details regarding the Capital Adequacy Ratio Report of China Construction Bank Corporation 2021, please refer to the relevant document published on the HKEXnews website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk).

• VII. Proposal on the Report of CCB on Comprehensive Risk Management for 2021

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

VIII.Proposal on the Re-election of Mr. Tian Bo as Non-executive Director of CCB

Voting results: voted in favour: 12 votes, voted against: 0 vote, abstained from voting: 0 vote.

Mr. Tian Bo has abstained from voting on this proposal.

The independent non-executive directors were of the view that Mr. Tian Bo satisfied the qualifications and requirements of director 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. Tian Bo be nominated for re-election as non-executive director of the Bank, whose term of office will be three years and will be terminated on the date of the 2024 annual general meeting of the Bank. Mr. Tian Bo satisfies the qualifications and requirements of director required by relevant laws, regulations and the Articles of Association.

Mr. Tian Bo, born in July 1971, is of Chinese nationality. Mr. Tian has served as non-executive director of the Bank since August 2019. Mr. Tian has served as a staff member of Central Huijin Investment Ltd. ("Huijin") from 2019. From March 2006 to August 2019, Mr. Tian had served in various positions including division head of Banking Business Department, division head and assistant general manager of Corporate Banking Department and deputy general manager of Global Trade Services Department and Global Transaction Banking Department of Bank of China. Concurrently, Mr. Tian also served as member of the Standing Committee of the CPC Municipal Party Committee and vice mayor of Fangchenggang City of Guangxi Zhuang Autonomous Region from February 2016 to February 2018. From July 1994 to March 2006, Mr. Tian worked at Beijing Branch of Industrial and Commercial Bank of China and head office of China Minsheng Bank.

Mr. Tian graduated from Beijing College of Finance and Trade with a bachelor's degree in finance in 1994 and obtained a master's degree in management from the Capital University of Economics and Business in 2004.

Save as disclosed in the biographical details, Mr. Tian Bo 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 (the "Hong Kong Listing Rules"), and there is no other issue that shall be brought to the attention of the shareholders of the Bank.

Mr. Tian Bo as non-executive director of the Bank will not receive any emoluments from the Bank.

It was resolved that this proposal be submitted to the shareholders' general meeting of the Bank for consideration. Upon the approval by the shareholders' general meeting of the Bank, Mr. Tian Bo will continue to serve as member of each of Strategy Development Committee and Audit Committee of the Board.

IX. Proposal on the Re-election of Mr. Xia Yang as Non-executive Director of CCB

Voting results: voted in favour: 12 votes, voted against: 0 vote, abstained from voting: 0 vote.

Mr. Xia Yang has abstained from voting on this proposal.

The independent non-executive directors were of the view that Mr. Xia Yang satisfied the qualifications and requirements of director 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. Xia Yang be nominated for re-election as non-executive director of the Bank, whose term of office will be three years and will be terminated on the date of the 2024 annual general meeting of the Bank. Mr. Xia Yang satisfies the qualifications and requirements of director required by relevant laws, regulations and the Articles of Association.

Mr. Xia Yang, born in November 1968, is of Chinese nationality. Mr. Xia has served as non-executive director of the Bank since August 2019. Mr. Xia has served as a staff member of Huijin from 2019. From August 1997 to September 2019, Mr. Xia worked in Hua Xia Bank consecutively serving various positions including general manager of asset custody department, general manager of Jinan Branch, general manager of Hefei Branch, chief disciplinary officer and deputy general manager of Hangzhou Branch, and chief disciplinary officer and deputy general manager of Wenzhou Branch. From December 1988 to August 1997, Mr. Xia worked for Zhejiang Branch of Industrial and Commercial Bank of China and Hangzhou Branch of China Merchants Bank. Mr. Xia is a senior economist and accountant.

Mr. Xia graduated from Nanjing University with a bachelor's degree specialised in human and animal physiology in 1988. Mr. Xia graduated from Nanjing University with a PhD degree in management sciences and engineering in 2018.

Save as disclosed in the biographical details, Mr. Xia Yang 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 Hong Kong Listing Rules, and there is no other issue that shall be brought to the attention of the shareholders of the Bank.

Mr. Xia Yang as non-executive director of the Bank will not receive any emoluments from the Bank.

It was resolved that this proposal be submitted to the shareholders' general meeting of the Bank for consideration. Upon the approval by the shareholders' general meeting of the Bank, Mr. Xia Yang will continue to serve as member of each of the Strategy Development Committee and Risk Management Committee of the Board.