If you are in any doubt as to any aspect of this circular or as to the action to be taken, you shall consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Merchants Bank Co., Ltd., you shall at once hand this circular and the related proxy form and reply slip to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.

招商銀行股份有限公司

CHINA MERCHANTS BANK CO., LTD.

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 03968) PROPOSED NON-PUBLIC ISSUANCE OF DOMESTIC PREFERENCE SHARES PROPOSED NON-PUBLIC ISSUANCE OF OFFSHORE PREFERENCE SHARES RELATED PARTY TRANSACTION REGARDING SUBSCRIPTION OF NON-PUBLIC ISSUANCE OF OFFSHORE PREFERENCE SHARES PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION GENERAL MANDATE TO ISSUE SHARES AND/OR DEAL WITH SHARE OPTIONS ANALYSIS OF IMPACT OF DILUTION OF CURRENT RETURNS BY NON-PUBLIC ISSUANCE OF PREFERENCE SHARES AND THE REMEDIAL MEASURES CAPITAL MANAGEMENT PLAN FOR 2017-2019 SHAREHOLDERS' RETURN PLAN FOR 2017-2019 REPORT ON THE USE OF PROCEEDS RAISED IN THE PREVIOUS ISSUANCE AND PROPOSAL ON ADJUSTING THE STATISTICAL CALIBRE OF THE ISSUE MANDATE GRANTED TO THE BOARD FOR THE ISSUANCE OF FINANCIAL BONDS

A letter from the Board is set out on pages 6 to 23 of this circular.

Notices for convening the 2016 AGM and the H Shareholders Class Meeting to be held at the Conference Room, 5/F, China Merchants Bank Tower, No. 7088 Shennan Boulevard, Shenzhen, the PRC, at 9:00 a.m. on Friday, 26 May 2017 together with the proxy forms for use at the 2016 AGM and the H Shareholders Class Meeting have been sent to H Shareholders separately.

Whether or not you are able to attend the 2016 AGM and/or the H Shareholders Class Meeting, you are requested to complete the proxy forms in accordance with the instructions printed thereon and return the same to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event by not later than 24 hours before the time appointed for holding such meetings or any adjournment thereof.

Completion and return of the proxy forms shall not preclude you from attending and voting in person at the 2016 AGM and the H Shareholders Class Meeting, respectively, or any adjournment thereof should you so wish.

19 April 2017

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 APPENDIX I - DOMESTIC ISSUANCE PLAN . . . . . . . . . . . . . . . AppI-1 APPENDIX II - OFFSHORE ISSUANCE PLAN . . . . . . . . . . . . . . . AppII-1 APPENDIX III - GENERAL MANDATE TO ISSUE SHARES AND/OR DEAL WITH SHARE OPTIONS . . . . . AppIII-1 APPENDIX IV - ANALYSIS OF IMPACT OF DILUTION OF CURRENT RETURNS BY NON-PUBLIC ISSUANCE OF PREFERENCE SHARES AND THE REMEDIAL MEASURES . . . . . . . . . . . . . AppIV-1 APPENDIX V - CAPITAL MANAGEMENT PLAN FOR 2017-2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AppV-1 APPENDIX VI - SHAREHOLDERS' RETURN PLAN FOR 2017-2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AppVI-1 APPENDIX VII - REPORT ON THE USE OF PROCEEDS RAISED IN THE PREVIOUS ISSUANCE BY THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . AppVII-1 APPENDIX VIII - PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION . . . . . . . . . . . . . AppVIII-1

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"A Share(s)" or "Domestic Share(s)"

ordinary domestic share(s) in the Company's ordinary share capital, with a nominal value of RMB1.00 each, which is (are) denominated in RMB and listed on the Shanghai Stock Exchange

"A Shareholder(s)" holder(s) of the A Share(s)

"A Shareholders Class Meeting" the first class meeting of the A Shareholders for 2017 to

be convened at the Conference Room, 5/F., China Merchants Bank Tower, No. 7088 Shennan Boulevard, Shenzhen, the PRC on Friday, 26 May 2017 at 9:00 a.m. to consider and, if thought fit, approve, among other matters, the matters referred to in this circular

"Additional Tier 1 Capital" has the meaning ascribed to it in the Capital

Administrative Measures

"AGM", "2016 AGM" or

"General Meeting"

the 2016 Annual General Meeting of the Company (or any adjournment thereof) to be held at the Conference Room, 5/F., China Merchants Bank Tower, No. 7088 Shennan Boulevard, Shenzhen, the PRC on Friday, 26 May 2017 at 9:00 a.m. to consider and, if thought fit, approve, among other matters, the matters referred to in this circular

"Articles of Association" the Articles of Association (including the Rules of

Procedures for Shareholders' General Meetings, the Rules of Procedures for the Meetings of the Board of Directors and the Rules of Procedures for Meeting of the Board of Supervisors) of the Company, as amended, modified or otherwise supplemented from time to time

"associate(s)" has the meaning ascribed to it in the Hong Kong Listing Rules

"Board of Directors" or "Board" the board of Directors of the Company

"Board of Supervisors" the board of Supervisors of the Company

"Capital Administrative Measures"

the Administrative Measures for the Capital of Commercial Bank (Trial) promulgated by the CBRC and effective from 1 January 2013

"CBRC" China Banking Regulatory Commission

"Class Meeting(s)" the respective A Shareholders Class Meeting and the H

Shareholders Class Meeting for holders of (1) Domestic Shares and (2) H Shares to separately consider and approve the proposed issuance of Domestic Preference Shares and the proposed issuance of Offshore Preference Shares of the Company respectively on the date of the 2016 AGM to be convened on 26 May 2017, or any adjourned meeting thereof

"Company" or "Bank" or

"China Merchants Bank"

China Merchants Bank Co., Ltd., a joint stock limited company incorporated under the laws of the PRC, the A Shares of which are listed on the Shanghai Stock Exchange and the H Shares of which are listed on the main board of the Hong Kong Stock Exchange

"Company Law" the Company Law of the People's Republic of China (as amended from time to time)

"COSCO" China COSCO Shipping Corporation Limited

"COSCO Shipping Financial" COSCO SHIPPING Financial Holdings Co., Ltd.

"connected person(s)" has the meaning ascribed to it in the Hong Kong Listing

Rules

"CSRC" China Securities Regulatory Commission

"Director(s)" director(s) of the Company

"Domestic Issuance Plan" the Plan for Non-public Issuance of Domestic Preference

Shares of China Merchants Bank Co., Ltd., as set out in Appendix I to this circular

"Domestic Preference Shares" the preference shares of an aggregate amount of not more

than RMB27.5 billion, proposed to be issued by the Company in the domestic market pursuant to the Domestic Issuance Plan of the Company

China Merchants Bank Co. Ltd. published this content on 18 April 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 18 April 2017 12:23:07 UTC.

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