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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 REGARDING THE ADJUSTMENT OF ISSUE PRICE AND NUMBER OF SHARES FOR THE PRIVATE PLACEMENT OF A SHARES INVOLVED IN THE EMPLOYEE STOCK OWNERSHIP SCHEME AFTER THE IMPLEMENTATION OF THE 2014 A SHARE PROFIT APPROPRIATION PLAN

Reference is made to the announcements dated 10 April 2015, 22 April 2015 and 19 June 2015 (the "Announcements") by China Merchants Bank Co., Ltd. (the "Company") regarding the private placement of A Shares. Unless the context otherwise requires, capitalized terms used in this announcement shall have the same meanings as those defined in the Announcements.

OVERVIEW OF THE PRIVATE PLACEMENT PLAN

The Company held the 31st meeting of the ninth session of the Board on 10 April 2015, the 32nd meeting of the ninth session of the Board on 22 April 2015, and the 2014 annual general meeting, the first A Share class meeting in 2015, the first H Share class meeting in 2015 on 19 June 2015, which considered and approved, inter alia, the Resolutions Regarding the Private Placement of A Shares by the Company to Designated Placees. According to such resolutions, the pricing reference date for the Private Placement of A Shares involved in the Employee Stock Ownership Scheme shall be the announcement date for the resolutions of the 31st meeting of the ninth session of the Board of the Company. The issue price for the Private Placement of A Shares involved in the Employee Stock Ownership Scheme is RMB13.80/share. The issue price shall not be lower than 90% of the average transaction price of A Shares in the 20 trading days before the pricing reference date (i.e. RMB13.7927/share). The number of Private Placement A Shares involved in the Employee Stock Ownership Scheme shall not exceed 434,782,608 shares, and total capital raised shall not exceed RMB6 billion. In the event of any ex-rights or ex-dividend events such as dividend distribution, bonus issue, capitalization of capital reserves or rights issue, during the period from the pricing reference date to the first day of the issuance period, the issue price and number of shares issued shall be adjusted accordingly.
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ADJUSTMENT TO THE ISSUE PRICE AND NUMBER OF SHARES ISSUED

At the 2014 annual general meeting convened by the Company on 19 June 2015, the 2014 profit appropriation plan was considered and passed. Based on the total share capital of A Shares and H Shares on the record date for implementation of the profit appropriation, the Company will pay a cash dividend of RMB6.70 (tax included) for every 10 shares to all registered shareholders of the Company. The record date for the 2014 A Shares dividend appropriation of the Company was
2 July 2015, and the ex-rights or ex-dividend date was 3 July 2015. Currently, implementation of the 2014 A Shares profit appropriation plan of the Company has been completed. According to the proposal for the Private Placement of A Shares of the Company, the issue price and number of shares issued shall be adjusted as follows:
The issue price for the Private Placement of A Shares involved in the Employee Stock Ownership
Scheme is adjusted from RMB13.80/share to RMB13.13/share, which is calculated as follows:
Adjusted issue price = issue price before adjustment - cash dividend = RMB13.80/share - RMB0.67/share = RMB13.13/share.
The number of A shares issued under Private Placement involved in the Employee Stock Ownership Scheme is adjusted from not exceeding 434,782,608 shares to not exceeding 456,968,773 shares, which is calculated as follows:
Number of shares issued after adjustment = total capital raised/adjusted issue price = not exceeding
RMB6,000,000,000/RMB13.13/share = not exceeding 456,968,773 shares.
Besides the above adjustments, there was no change to other matters relating to the Private
Placement of A Shares involved in the Employee Stock Ownership Scheme.
By order of the Board of Directors of

China Merchants Bank Co., Ltd. Li Jianhong

Chairman

6 July 2015

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

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