China Guangfa Bank Co., Ltd.  

Resolutions of the First Extraordinary General Meeting of Shareholders in 2010

The First Extraordinary General Meeting of Shareholders of China Guangfa Bank Co., Ltd. (hereinafter as ¡°the Bank¡± or ¡°CGB¡±) in 2010 was held in Guangzhou on 8 April 2010. The meeting was convened by the Board of Directors, and presided over by Chairman Dong Jianyue. 100 Shareholders and proxies, who hold ten billion nine hundred and forty nine million eighty two thousand six hundred and twenty eight shares (10,949,082,628 shares) accounting for 91.4% of total shares, attended the meeting. Five Directors, five Supervisors, and several Senior Managers sat in on the meeting. The meeting is in compliance with the Company Law and the Articles of Association, thereby the resolutions adopted are legitimate and valid.

The meeting deliberated and voted on the following proposals one by one.

Be it resolved that:

1.        Review and adopt the Proposal on 2010-2012 Capital Management Plan of China Guangfa Bank Co., Ltd.

2.        Review and adopt the Proposal on the 2010 Additional Share Issuance.

The additional share issuance plan must be presented to CBRC for approval. The implementation must be in accordance with the approved version.

3.        Review and adopt the Proposal on Change in Registered Capital of CGB and the Articles of Association in the Additional Share Issuance.

The Bank¡¯s registered capital shall be changed and the Article 17 of the Articles of Association shall be revised in accordance with the registered capital change plan approved by the regulatory authorities and the result of this additional share issuance. The procedure of changing the registered capital shall be handled in the Administrative Department of Industry and Commerce.

4.        Review and adopt the Proposal on Obtaining Authority from the Shareholder Meeting to Authorize the Board of Directors to Carry out the Additional Share Issuance

5.        Review and adopt the Proposal on Electing Mr. Anthony P Della Pietra Jr to the Fifth Board of Directors of China Guangfa Bank Co.,Ltd.

6.        Review and adopt the Proposal on Electing Mr. James Morrow to the Fifth Board of Directors of China Guangfa Bank Co.,Ltd.

The election of Mr. Anthony P Della Pietra Jr and Mr. James Morrow to the Fifth Board of Directors of China Guangfa Bank Co.,Ltd must be presented to regulatory authorities for approval.

China Guangfa Bank Co., Ltd.

April 2010