China Merchants China Direct Investments : NOTICE OF THE EXTRAORDINARY GENERAL MEETING (in PDF)

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong KongLimited take no responsibility for the contents of this notice, make no representation asto its accuracy or completeness and expressly disclaim any liability whatsoever for anyloss howsoever arising from or in reliance upon the whole or any part of the contents ofthis notice.

招 商 局 中 國 基 金 有 限 公 司

(Incorporated in Hong Kong with limited liability)

"THAT:

1. the disposal (the "IBC Disposal Mandate") of any or all A shares in 興業銀行股份 有限公司 (Industrial Bank Co., Ltd.), a joint-stock commercial bank approved by the China Banking Regulatory Commission in the People's Republic of China with limited liability, whose A shares (the "IBC A Shares") are listed on the Shanghai Stock Exchange, held by the Company, its subsidiaries, jointly controlled entities and associated companies (collectively, the "Group"), for a period of 12 months from the date of passing of this resolution on the following conditions:

2. the Group will dispose of the IBC A Shares in the open market through the trading system of the Shanghai Stock Exchange; and

3. the selling price of the IBC A Shares will be the market price of the IBC A Shares at the relevant times, where market price refers to the price allowed under the trading system of the Shanghai Stock Exchange, but will not be less than RMB13.77 per IBC A Share

   be and is hereby approved.

4. the directors of the Company be and are hereby authorized to do all things, including but not limited to the execution of all documents, which the directors deem to be necessary or desirable to effect the foregoing or in connection with the IBC Disposal Mandate."

By Order of the Board

WANG Xiaoding

Director

Hong Kong, 21 February 2017

Notes:

1. A member entitled to attend, speak and vote at the meeting is entitled to appoint more than one proxy to attend, speak and vote instead of him. A proxy needs not be a member of the Company.

2. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such authority, must be deposited at the Company's registered office at 1609, Three Pacific Place, 1 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting.

3. As at the date hereof, the executive Directors are Mr. HONG Xiaoyuan, Mr. LI Yinquan, Mr. CHU Lap Lik, Victor, Mr. WANG Xiaoding and Mr. TSE Yue Kit; the non-executive Director is Mr. KE Shifeng; and the independent non-executive Directors are Mr. LIU Baojie, Mr. ZHU Li, Mr. TSANG Wah Kwong and Dr. LI Fang. In addition, Ms. KAN Ka Yee, Elizabeth is the alternate Director to Mr. CHU Lap Lik, Victor.