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

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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 DIRECTOR AND
2. 1. 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 with effect from 27 December 2019, (i) Mr. Dong Hao (''Mr. Dong'') will be appointed as an independent non-executive director of the Company and a member of the audit committee (''Audit Committee''), the nomination committee (the ''Nomination Committee'') and the remuneration committee (the ''Remuneration Committee'') of the Company; and (ii) Mr. Tomohiko Watanabe will be appointed as the chairperson of the Nomination Committee.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Dong, aged 63, is currently an independent director of Fujian Green Pine Co., Ltd., a company listed on the Shenzhen Stock Exchange (stock code: 300132).

Prior to joining Fujian Green Pine Co., Ltd., Mr. Dong served as the deputy director of the Judicial Bureau of Yan'an City of Shaanxi Province (陝西延安市司法局副局長), deputy director of the research office of, deputy president and president of the administrative tribunal of, deputy head of the Intermediate People's Court of Zhuhai City (珠海市中級人 民法院研究室副主任、行政庭副庭長、庭長、副院長), president of the docket tribunal and the administrative tribunal of the High People's Court of Guangdong Province (廣東省 高級人民法院立案庭庭長、行政庭庭長), head of Zhuhai Intermediate People's Court (珠海 市中級人民法院院長), and vice president of Guangzhou University (廣州大學副校長).

Mr. Dong obtained his master degree in administrative law from the China University of Political Science and Law in 1991 and doctoral degree in constitutional and administrative law from Wuhan University in 1998.

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Mr. Dong is expected to enter into an appointment letter with the Company for a term of three years with effect from 27 December 2019, provided that either party may terminate such appointment at any time by giving at least three months' notice in writing. The appointment letter is expected to provide Mr. Dong with an annual remuneration of HK$250,000. In accordance with the Company's articles of association, Mr. Dong's appointment as an independent non-executive director is subject to retirement by rotation and re-election at the Company's general meetings. The remuneration package of Mr. Dong is determined by reference to his duties and responsibilities, 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. Dong has no interest in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, (i) Mr. Dong 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; (ii) Mr. Dong 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; 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. Dong's appointment.

The Board would like to take this opportunity to welcome Mr. Dong in joining the Company.

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

The Board announces that with effect from 27 December 2019, (i) Mr. Dong will be appointed as a member of the Audit Committee, the Nomination Committee and the Remuneration Committee; and (ii) Mr. Tomohiko Watanabe will be appointed as the chairperson of the Nomination Committee.

Compliance with Rules 3.10 and 3.21 of the Listing Rules

Reference is made to the announcements of the Company dated 28 June 2019 and 27 September 2019 in relation to, among other things, the Company's non-compliance with certain requirements with respect to the Board composition pursuant to the Listing Rules.

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Following the appointment of Mr. Dong, the Board will comprise three executive Directors, one non-executive Director and three independent non-executive Directors. In addition, Mr. Dong has also been appointed as a member of the audit committee. As a result, the Company shall, upon the appointment of Mr. Dong, be in compliance with Rules 3.10 and 3.21 of the Listing Rules.

By order of the Board

China Minsheng Financial Holding Corporation Limited

Tomohiko Watanabe

Chairman

Hong Kong, 13 December 2019

As at the date of this announcement, the Board comprises (1) Mr. Tomohiko Watanabe, Mr. Ni Xinguang, and Ms. Li Wei as executive directors of the Company; (2) Mr. Wang Dongzhi as non-executive director of the Company; and (3) Mr. Wang Yongli and Ms. Zhou Hui as independent non-executive directors of the Company.

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