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CHINA MERCHANTS BANK CO., LTD.

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

(Stock code: 03968) ANNOUNCEMENT ON EXTEMPORE MOTION FOR INCLUSION OF ADDITIONAL RESOLUTIONS FOR APPROVAL AT THE 2015 FIRST EXTRAORDINARY GENERAL MEETING

On 11 August 2015, China Merchants Bank Co., Ltd. (the "Company" or "China Merchants Bank") issued a notice regarding the convening of the 2015 First Extraordinary General Meeting, the Second Class Meeting of the Shareholders of A Shares for 2015 and the Second Class Meeting of the Shareholders of H Shares for 2015, announcing that, among other things, the 2015 First Extraordinary General Meeting of China Merchants Bank (the "Shareholders' General Meeting") will be convened at the Conference Room, 5/F, China Merchants Bank Tower, 7088 Shennan Boulevard, Shenzhen, the PRC, at 2:45 p.m. on 25 September 2015.
China Merchants Finance Investment Holdings Co., Ltd., being a shareholder holding more than
3% of the total number of the issued shares carrying voting rights of the Company, submitted the "Extempore Motion Regarding the Election of a Non-executive Director", proposing to appoint Mr. Zhu Liwei, Eric as the Non-executive Director of the Ninth Session of the Board of Directors of the Company, and proposed the Board of Directors of the Company to table such proposal for consideration and approval at the Shareholders' General Meeting.
China Communications Construction Co., Ltd. and Shandong State-owned Assets Investment Holdings Co., Ltd., being shareholders holding in aggregate more than 3% of the total number of the issued shares carrying voting rights of the Company, submitted the "Extempore Motion Regarding the Election of a Shareholder Supervisor", proposing to appoint Mr. Fu Junyuan as the Shareholder Supervisor of the Ninth Session of the Board of Supervisors of the Company, and proposed the Board of Directors of the Company to table such proposal for consideration and approval at the Shareholders' General Meeting.
Pursuant to the relevant requirements of the "Articles of Association of China Merchants Bank Co., Ltd." and the "Rules of Procedures for Shareholders' General Meetings of China Merchants Bank Co., Ltd.", the Board of Directors of the Company shall table such proposals as ordinary resolutions (i.e. "Consider and approve the resolution regarding appointment of Mr. Zhu Liwei, Eric as Non-executive Director" and "Consider and approve the resolution regarding appointment of Mr. Fu Junyuan as Shareholder Supervisor") for consideration and approval at the Shareholders' General Meeting.
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EXTEMPORE MOTION REGARDING THE ADDITIONAL RESOLUTION ON ELECTION OF A NON-EXECUTIVE DIRECTOR

Given that Mr. Fu Junyuan, a Non-executive Director of the Company, had submitted a letter of resignation to the Board of Directors of the Company, China Merchants Finance Investment Holdings Co., Ltd., being a shareholder holding more than 3% of the total number of the issued shares carrying voting rights of the Company, proposed Mr. Zhu Liwei, Eric to be elected as the Non-executive Director of the Ninth Session of the Board of Directors of China Merchants Bank in accordance with the requirements of the existing Articles of Association of the Company.
The biography of Mr. Zhu Liwei, Eric is as follows:
Mr. Zhu Liwei, Eric, aged 44, obtained a bachelor degree from Hunter College, the City University of New York, USA in 1994, and obtained a master degree from Schulich School of Business, York University, Canada in 2001. He has been the deputy general manager of China Merchants Finance Holdings Company Limited since June 2008. He was the assistant general manager of China Merchants Finance Holdings Company Limited from June 2007 to May 2008. He worked as the senior manager of PWC (Shenzhen) Consulting Co., Ltd. from October 2003 to May 2007. Mr. Zhu was a non-executive director of China Merchants Securities Co., Ltd. (a company listed on Shanghai Stock Exchange) from August 2007 to May 2014.
If Mr. Zhu is elected as the Company's Non-executive Director, his qualification shall be subject to approval by the banking regulator(s) in the PRC, and his appointment shall be effective from the date of approval until the expiry of the term of the Ninth Session of the Board of Directors. If Mr. Zhu is appointed as the Company's Non-executive Director, he will not receive any director's fee. Save as disclosed above, Mr. Zhu has not held any director or supervisor position in any other listed public companies, nor has any other major appointment or qualification during the last three years. Save as disclosed above, Mr. Zhu does not have any relationship with any other Directors, Supervisors or senior management or substantial Shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance ("SFO").
In addition, there is no other information in relation to Mr. Zhu which is discloseable pursuant to the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") (the "Hong Kong Listing Rules"), nor is he involved in any of the matters required to be disclosed pursuant to the Hong Kong Listing Rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders of the Company.

EXTEMPORE MOTION REGARDING THE ADDITIONAL RESOLUTION ON ELECTION OF A SHAREHOLDER SUPERVISOR

Given that Mr. An Luming, a Shareholder Supervisor of the Company, had submitted a letter of resignation to the Board of Supervisors of the Company, China Communications Construction Co., Ltd. and Shandong State-owned Assets Investment Holdings Co., Ltd., being shareholders holding in aggregate more than 3% of the total number of the issued shares carrying voting rights of the Company, proposed Mr. Fu Junyuan to be elected as the Shareholder Supervisor of the Ninth Session of the Board of Supervisors of China Merchants Bank in accordance with the requirements of the existing Articles of Association of the Company.
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The biography of Mr. Fu Junyuan is as follows:
Mr. Fu Junyuan, aged 54, obtained a doctorate degree in management and is a senior accountant. He has been an executive director and chief financial officer of China Communications Construction Co., Ltd. (a company listed on Hong Kong Stock Exchange and Shanghai Stock Exchange). He has also been the chairman of CCCC Finance Company Limited and the vice chairman of Jiang Tai Insurance Broker Co., Ltd.. He was the chief accountant of China Harbour Engineering (Group) Ltd. and the chief accountant of China Communications Construction (Group) Ltd. from October 1996 to September 2006. Mr. Fu served as a Non-executive Director of the Company from March 2000 to August 2015.
If Mr. Fu is elected as the Company's Supervisor, his term will commence from the date of approval at the 2015 First Extraordinary General Meeting and will end on the date of expiration of the Ninth Session of the Board of Supervisors. If Mr. Fu is elected as the Company's Supervisor, he will not receive any supervisor's remuneration. Save as disclosed above, Mr. Fu has not held any director or supervisor position in any other listed public companies, nor has any other major appointment or qualification during the last three years. Save as disclosed above, Mr. Fu does not have any relationship with any other Directors, Supervisors or senior management or substantial shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of the SFO.
In addition, there is no other information in relation to Mr. Fu which is discloseable pursuant to the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules, nor is he involved in any of the matters required to be disclosed pursuant to the Hong Kong Listing Rules. Save for the above, there is no other matter that needs to be brought to the attention of the shareholders of the Company.
A supplemental notice of the Shareholders' General Meeting (the "Supplemental Notice") containing the resolutions, i.e. "Consider and approve the resolution regarding appointment of Mr. Zhu Liwei, Eric as Non-executive Director" and "Consider and approve the resolution regarding appointment of Mr. Fu Junyuan as Shareholder Supervisor" together with the second proxy form applicable for use at the Shareholders' General Meeting (the "Second Proxy Form") are expected to be dispatched to the H Shareholders of the Company on 10 September 2015.
H Shareholders are requested to complete and return the Second Proxy Form in accordance with the instructions printed thereon 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 not less than 24 hours before the time appointed for holding the Shareholders' General Meeting. Special arrangements about the completion and return of the Second Proxy Form are also set out in the Supplemental Notice. H Shareholders who have appointed or intend to appoint proxies to attend the Shareholders' General Meeting are requested to pay particular attention to the special arrangements set out therein.
By Order of the Board

China Merchants Bank Co., Ltd. Xu Shiqing Seng Sze Ka Mee Natalia

Joint Company Secretaries

31 August 2015

As at the date of this announcement, the executive directors of the Company are Tian Huiyu and Li Hao; the non-executive directors of the Company are Li Jianhong, Ma Zehua, Li Xiaopeng, Li Yinquan, Sun Yueying, Su Min, Fu Gangfeng and Hong Xiaoyuan; and the independent non-executive directors of the Company are Leung Kam Chung, Antony, Wong Kwai Lam, Pan Chengwei, Pan Yingli, Guo Xuemeng and Zhao Jun.

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