China Minsheng Financial : SUPPLEMENTAL ANNOUNCEMENT IN RELATION TO PLACING OF NEW SHARES UNDER GENERAL MANDATE

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This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company

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)

SUPPLEMENTAL ANNOUNCEMENT

IN RELATION TO

PLACING OF NEW SHARES UNDER GENERAL MANDATE

Reference is made to the announcements of China Minsheng Financial Holding Corporation Limited (the ''Company'') dated 3 October 2019 and 8 October 2019 (the ''Announcements'') in relation to the placing of new shares of the Company under general mandate. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcements.

The Board wishes to provide potential investors and Shareholders with further information on the Placing as follows:

The Company has carefully considered and reviewed its existing financial resources, as at 30 September 2019, the cash and bank balances of the Company was approximately HK$1.18 billion. The decrease in cash and bank balances was a result of a number of investments made by the Group during the past three months, the majority of which have also been announced in accordance with the Listing Rules. Of the HK$1.18 billion as at 30 September 2019, only HK$300 million are immediately deployable by the Company for the following reasons:

. approximately HK$300 million are held by the Group's two licensed entities whose funds are regulated by the relevant Securities and Futures Commission rules on financial resources;

. approximately HK$190 million are held by Group companies in the PRC, as a result of which the funds are subject to foreign exchange control;

. approximately HK$210 million have been set aside as the relevant amount is budgeted for ongoing projects; and

. approximately HK$180 million have been set aside as the Company is required to repay certain external financing within 2 weeks if certain conditions are met.

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Accordingly, in light of the above and in consideration of the opportunities identified and elaborated in the Announcements, the Board is of the view that the Placing represents a fair and reasonable means to raise additional funds, and in the interest of the Company and the Shareholders as a whole.

Furthermore, during the approval process of the Placing, two out of six Directors raised their objections towards the Placing during or after the board meeting. The main concern of the Directors who have objected to the Placing was over the potential impact a placing could have on the low trading price of the Shares and the potential dilutive impact of the Placing. Nevertheless, the Placing was approved by majority (four out of six Directors) of the Directors attending and voting at a quorate board meeting that was properly convened in accordance with the articles of association of the Company. The four Directors approving the Placing are of the view that the Placing is in the interest of the Company and its shareholders as a whole in light of the Company's existing financial resources and investment opportunities identified, the details of which are disclosed in this announcement and the Announcements.

This announcement has been approved and issued by the Company through the majority Directors.

Completion of the Placing is subject to the fulfilment of the conditions as set out in the Placing Agreement. Before completion of the Placing, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

By order of the Board

China Minsheng Financial Holding Corporation Limited

Tomohiko Watanabe

Chairman

Hong Kong, 17 October 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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