招商銀行股份有限公司 CHINA MERCHANTS BANK CO.,...

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

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

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take noresponsibility for the contents of this circular, make no representation as to its accuracy or completeness andexpressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the wholeor any part of the contents of this circular.

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)

RE-ELECTION OF THE BOARD OF DIRECTORS AND THE BOARDOF SUPERVISORS ON CHANGE OF SESSION,

GENERAL MANDATE TO ISSUE NEW SHARESAND/OR DEAL WITH SHARE OPTIONS,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION,ENGAGEMENT OF THE ACCOUNTING FIRMS FOR 2016

ANDNOTICE OF 2015 AGM

The Company will convene the AGM at 9:00 a.m. on Tuesday, 28 June 2016 at the Conference Room, 5/F.,China Merchants Bank Tower, No. 7088 Shennan Boulevard, Shenzhen, the PRC. A notice convening the AGMis set out on pages 31 to 38 of this circular.

A reply slip and a form of proxy for use at the AGM are enclosed and are also published on the websites ofthe Hong Kong Stock Exchange (www.hkex.com.hk) and the Company (www.cmbchina.com). Shareholderswho intend to attend the AGM in person or by proxy shall complete and return the reply slip in accordancewith the instructions printed thereon on or before Wednesday, 8 June 2016. Shareholders who intend to appointa proxy to attend the AGM shall complete and return the enclosed form of proxy in accordance with theinstructions printed thereon not less than 24 hours before the time fixed for holding the AGM or anyadjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude youfrom attending the AGM and voting in person if you so wish.

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

13 May 2016

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Letter from the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

2. Re-election of the Board of Directors and the Board of Supervisors

on Change of Session . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

3. General Mandate to Issue New Shares and/or Deal with Share Options . . . 5

4. Proposed Amendments to the Articles of Association . . . . . . . . . . . . . . . . . 8

5. Engagement of the Accounting Firms for 2016 . . . . . . . . . . . . . . . . . . . . . 9

6. AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

7. Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

8. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Appendix I – Biographies of the Candidates for the Directors of the

Tenth Session of the Board of Directors and Candidates

for the Shareholder Supervisors and External Supervisors

of the Tenth Session of the Board of Supervisors . . . . . . . . 12

Appendix II – Proposed Amendments to the Articles of Association . . . . . . . 28

Notice of 2015 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

CONTENTS

– i –

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

have the following meanings:

“AGM”, “2015 AGM” or

“General Meeting”

the 2015 Annual General Meeting of the Company to be

held at the Conference Room, 5/F., China Merchants

Bank Tower, No. 7088 Shennan Boulevard, Shenzhen,

the PRC on Tuesday, 28 June 2016 at 9:00 a.m.

“Articles of Association” the Articles of Association and the Rules of Procedures

for the Meetings of the Company, as amended, modified

or otherwise supplemented from time to time;

“Board of Directors” the board of Directors of the Company

“Board of Supervisors” the board of Supervisors of the Company

“Company Law” the Company Law of the People’s Republic of China (as

amended from time to time)

“Company” or “Bank” China Merchants Bank Co., Ltd., a joint stock company

incorporated in the PRC with limited liability and the H

Shares of which are listed on the main board of the Hong

Kong Stock Exchange

“CSRC” China Securities Regulatory Commission

“Director(s)” director(s) of the Company

“Domestic Shares”, “A Shares” ordinary shares in the Company’s capital, with a nominal

value of RMB1.00 each, which are subscribed for and

paid up in Renminbi

“Hong Kong” the Hong Kong Special Administrative Region of the

PRC

“Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The

Stock Exchange of Hong Kong Limited

“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

“H Shares” overseas listed foreign shares in the Company’s ordinary

share capital with a nominal value of RMB1.00 each, to

be subscribed for and traded in Hong Kong dollars and

listed on the Hong Kong Stock Exchange

DEFINITIONS

– 1 –

“Independent Non-executive

Director(s)” or “Independent

Director(s)”

independent non-executive director(s) of the Company

“Latest Practicable Date” 6 May 2016, being the latest practicable date prior to the

printing of this circular for ascertaining certain

information contained herein

“PRC” or “China” the People’s Republic of China, excluding, for the

purpose of this circular only, Hong Kong Special

Administrative Region, Macau Special Administrative

Region and Taiwan

“RMB” Renminbi, the lawful currency of the PRC

“SFO” Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong)

“Share(s)” the H Shares and Domestic Shares of the Company

“Shareholder(s)” holder(s) of the Share(s) of the Company

“Supervisor(s)” supervisor(s) of the Company

DEFINITIONS

– 2 –


(Stock Code: 03968)

Executive Directors:Tian HuiyuLi Hao

Non-executive Directors:Li JianhongMa ZehuaLi XiaopengLi YinquanSun YueyingFu GangfengHong XiaoyuanSu Min

Independent Non-executive Directors:Leung Kam Chung, AntonyWong Kwai LamPan ChengweiPan YingliGuo XuemengZhao Jun

Registered address:China Merchants Bank TowerNo. 7088 Shennan BoulevardShenzhen 518040PRC

Principal place of businessin Hong Kong:

21st Floor, Bank of America Tower12 Harcourt RoadCentralHong Kong

13 May 2016

To the Shareholders

Dear Sir or Madam,

RE-ELECTION OF THE BOARD OF DIRECTORS AND THE BOARDOF SUPERVISORS ON CHANGE OF SESSION,

GENERAL MANDATE TO ISSUE NEW SHARESAND/OR DEAL WITH SHARE OPTIONS,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION,ENGAGEMENT OF THE ACCOUNTING FIRMS FOR 2016

ANDNOTICE OF 2015 AGM

1. INTRODUCTION

The purpose of this circular is to give you the Notice of AGM and provide you withrelevant information regarding the proposals to be considered at the General Meeting.

LETTER FROM THE BOARD OF DIRECTORS

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2. RE-ELECTION OF THE BOARD OF DIRECTORS AND THE BOARD OFSUPERVISORS ON CHANGE OF SESSION

The term of the Ninth Session of the Board of Directors and the Board of Supervisors of

the Company will expire upon conclusion of the 2015 Annual General Meeting. Among the

Directors and the Supervisors of the Ninth Session of the Board of Directors and the Board of

Supervisors: (1) Mr. Ma Zehua and Mr. Li Yinquan will retire and will not stand for re-election

as Directors of the Tenth Session of the Board of Directors; Ms. Guo Xuemeng submitted a

letter of resignation to the Company on 12 November 2015 and her resignation will take effect

only after a new Independent Non-executive Director has been elected at the General Meeting

of the Company to fill her vacancy and whose qualification for serving as the independent

non-executive director has been approved by the PRC banking regulatory authorities, therefore

Ms. Guo Xuemeng will not stand for re-election as a Directors of the Tenth Session of the

Board of Directors; and (2) Mr. Zhu Genlin and Mr. Liu Zhengxi will retire and will not stand

for re-election as Supervisors of the Tenth Session of the Board of Supervisors; Mr. Dong

Xiande resigned as External Supervisor of the Company in September 2015 and Mr. Pan Ji

resigned as External Supervisor of the Company in November 2015. Their resignations will

take effect only after new External Supervisors have been elected at the General Meeting of the

Company to fill their vacancies, therefore, Mr. Dong Xiande and Mr. Pan Ji will not stand for

re-election as Supervisors of the Tenth Session of the Board of Supervisors.

The other members of the Ninth Session of the Board of Directors and the Board of

Supervisors (excluding employee Supervisors) have confirmed that they will offer themselves

for re-election at the General Meeting; Mr. Xu Lirong, Mr. Zhang Jian, Mr. Wang Daxiong, Mr.

Zhang Feng and Mr. Wong See Hong will offer themselves for election at the Tenth Session of

the Board of Directors; and Mr. Wu Heng, Mr. Wen Jianguo, Mr. Ding Huiping and Mr. Han

Zirong will offer themselves for election at the Tenth Session of the Board of Supervisors.

To the best of the Directors’ knowledge and belief having made reasonable enquiry

regarding the retirement of Directors and Supervisors, there are no disagreements between

them and the Board of Directors and the Board of Supervisors and there are no matters that

need to be brought to the attention of the Shareholders.

The following is the list of candidates for the Directors of the Tenth Session of the Board

of Directors, which has been reviewed and approved by the Board of Directors of the

Company:

(1) ten candidates for the Directors nominated by shareholders, i.e. Li Jianhong, Xu

Lirong, Li Xiaopeng, Sun Yueying, Fu Gangfeng, Hong Xiaoyuan, Su Min, Zhang

Jian, Wang Daxiong and Zhang Feng;

(2) two candidates for Executive Directors, i.e. Tian Huiyu and Li Hao; and

(3) six candidates for Independent Non-executive Directors, i.e. Leung Kam Chung,

Antony, Wong Kwai Lam, Pan Chengwei, Pan Yingli, Zhao Jun and Wong See Hong.


– 4 –

The Board of Directors agreed to submit the above list of candidates for voting at the

General Meeting, which will produce ten Directors nominated by shareholders, two Executive

Directors, six Independent Non-executive Directors. Such eighteen Directors will compose the

Tenth Session of the Board of Directors of the Company.

The directors of the Tenth Session of the Board of Directors of the Company will serve

for a term of three years. The term of office for the re-appointed directors shall be effective

from the date of approval at the General Meeting, the term of office for the newly elected

directors shall be effective from the date of approval of their qualifications by the PRC banking

regulatory authorities.

The Tenth Session of the Board of Supervisors of the Company will comprise nine

supervisors, including three shareholder Supervisors, three external Supervisors and three

employee Supervisors. Three employee Supervisors are to be elected through employee’s

democratic election; further announcement will be made on the information on employee

Supervisors of the Tenth Session of the Board of Supervisors of the Company. The Board of

Supervisors has considered, approved and proposed the following list of candidates for

shareholder Supervisors and external Supervisors of the Tenth Session of the Board of

Supervisors of the Company for approval at the General Meeting:

(1) three shareholder Supervisors, i.e. Fu Junyuan, Wu Heng and Wen Jianguo;

(2) three external Supervisors, i.e. Jin Qingjun, Ding Huiping and Han Zirong.

The Tenth Session of the Board of Supervisors will serve for a term of three years,

effective from the date of approval at the General Meeting.

Biographies of the candidates for the Directors of the Tenth Session of the Board of

Directors and candidates for the shareholder Supervisors and external Supervisors of the Tenth

Session of the Board of Supervisors as of the Latest Practicable Date are set out in the

Appendix I to this circular.

3. GENERAL MANDATE TO ISSUE NEW SHARES AND/OR DEAL WITH SHAREOPTIONS

The Company seeks to obtain approval from its Shareholders for the General Mandate to

issue new Shares and/or deal with Shares. Specific terms of the proposal are set out below:

1. Subject to the conditions set out in these paragraphs (1), (2) and (3) and in

accordance with all applicable laws and regulations of the PRC, relevant

requirements of the Rules Governing the Listing of Securities on The Stock

Exchange of Hong Kong Limited (as may be amended from time to time) and the

articles of association of the Company, the Company proposed to grant the general

mandate to the Board of Directors to allot, issue and/or deal with, separately or

concurrently, additional A Shares and/or H Shares (together the “Shares”) and to


– 5 –

make or grant offers, agreements and options (including warrants, convertible bonds

and other securities which carry rights to subscribe for or are convertible into

Shares) that need or might need allotment of Shares during the Relevant Period (as

defined below);

(1) such mandate shall not extend beyond the Relevant Period save that the Board

of Directors during the Relevant Period make or grant offers, agreements,

options or conversion rights which might require the exercise of such offers,

agreements, options or conversion rights upon or after the end of the Relevant

Period;

(2) the respective number of the A Shares and/or H Shares to be allotted, issued

and/or dealt with or agreed conditionally or unconditionally to be allotted,

issued and/or dealt with (including warrants, convertible bonds and other

securities which carry rights to subscribe for or are convertible into Shares) by

the Board of Directors shall not exceed 20% of the respective number of each

of the A Shares and/or H Shares of the Company in issue as at the date of

passing of the proposal at the general meeting;

(3) the Board of Directors will only exercise its power under such mandate in

accordance with the PRC Company Law (as may be amended from time to

time), the Rules Governing the Listing of Securities on The Stock Exchange of

Hong Kong Limited or any applicable laws, regulations and rules of any other

government or regulatory bodies, and only if all necessary approvals from

China Securities Regulatory Commission and/or other relevant PRC

government authorities are obtained.

2. For the purpose of the proposal, “Relevant Period” means the period from the

passing of the proposal at the general meeting until the earliest of:

(1) the conclusion of the next annual general meeting of the Company; or

(2) the expiration of twelve months following the date of passing of the proposal;

or

(3) the date on which the authority granted to the Board of Directors set out in the

proposal is revoked or varied by a special resolution of the Company in a

general meeting.


– 6 –

3. Contingent on the Board of Directors resolving to issue shares pursuant to paragraph

1 of the proposal, the Board of Directors is authorized to increase the registered

capital of the Company to reflect the number of shares to be issued under paragraph

1 of the proposal; and to make amendments to the articles of association of the

Company it deems appropriate and necessary so as to reflect the increase in

registered capital; and to do all such acts and to enter into all such arrangements as

may be necessary or expedient in order to give effect to the issue of shares under

paragraph 1 of the proposal and the increase of the registered capital of the

Company.

4. The proceeds (after deduction of the issuing expenses) from the issue of shares

pursuant to the general mandate granted at the general meeting shall, with the

approval of the relevant authorities of the PRC, be used to replenish the capital of

the Company.

5. For the purpose of enhancing efficiency of the decision making process and ensuring

the success of any issue, the Board of Directors may delegate such authorization to

one or more directors to take charge of all matters related to the issue of shares or

share options (including warrants, convertible bonds and other securities which

carry rights to subscribe for or are convertible into Shares).

No shareholders’ class meeting shall be required to be convened by the Company when

the Board of Directors exercises the General Mandate to issue A Shares. If, as required by the

relevant domestic laws and regulations in the PRC, a general meeting needs to be convened

even if the General Mandate to issue Shares is obtained, then it is still subject to the approval

by Shareholders at the general meeting.

As at the Latest Practicable Date, the Company had in issue 25,219,845,601 Shares

comprising 20,628,944,429 A Shares and 4,590,901,172 H Shares. Subject to the passing of the

proposed resolution for the approval of the General Mandate and in accordance with the terms

therein, the Company will be allowed to allot, issue and deal with up to a maximum of

4,125,788,885 A Shares and/or 918,180,234 H Shares on the basis that no further A Shares

and/or H Shares will be issued by the Company prior to the General Meeting.

The resolution shall be submitted to the General Meeting for consideration and the

passing of such resolution shall be by more than two-thirds of the votes of the Shareholders

(including their proxies) attending the General Meeting.


– 7 –

4. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement published by the Company on 30 March 2016

regarding, among others, the proposed amendments to the Articles of Association of China

Merchants Bank Co., Ltd..

To cope with the operation management and business development needs of the Company,

the Company proposes to further clarify and set out the requirements for equity investments

and fixed-asset investments in the current Articles of Association. The key amendments are as

follows:

(1) Article 166 of the Articles of Association defines the decision making requirements

for external investments. The amendments propose to further define the “external

investments” referred in Clause 2 of the original Article 166 of the Articles of

Association as “the equity investments or other external investments and the

acquisition or disposal of fixed assets or other assets”, and the decision making

requirement is confirmed with the corresponding requirement for external

investments in the existing Articles of Association, being “the equity investments or

other external investments and the acquisition or disposal of fixed assets or other

assets each involving an amount not exceeding 10% (inclusive) of the net asset value

based on the latest published audited accounts of the Bank shall be approved by the

Board of Directors”.

(2) Given that the amended Article 166 of the Articles of Association has already

included the decision making requirements for the acquisition and disposal of fixed

assets, Clause 3 of the original Article 166 of the Articles of Association regarding

the decision making requirement for the disposal of fixed assets shall be deleted.

(3) To conform to the above amendments, Clause (15) of the original Article 71 and

Clause (9) of the original Article 163 of the Articles of Association will both be

amended to clarify the “external investments” as “equity investments and other

external investments, the acquisition and disposal of fixed assets and other assets”.

As such, the Company shall amend the current Article 71, Article 163 and Article 166 of

the Articles of Association. The details of the proposed amendments to the Articles of

Association are set out in Appendix II to this circular.

Corresponding provisions of the “Rules of Procedures for Shareholders’ General

Meetings”, the “Rules of Procedures for Meetings of the Board of Directors” and other

documents for corporate governance of the Company shall be amended accordingly pursuant

to the above amended provisions of the Articles of Association.

The Board of Directors proposes the Shareholders to, at the General Meeting, approve the

authorisation to the Board of Directors and the person(s) delegated by the Board of Directors

to, subject to the aforesaid amendment requirements and in accordance with requirements and


– 8 –

recommendations of the relevant regulatory authorities, further adjust and amend the Articles

of Association, and to complete the registration of changes and file the same at the Industrial

and Commercial Bureau and other relevant government authorities after the completion of

amendments to the Articles of Association when the above amended provisions of the Articles

of Association are submitted to regulatory authorities for approval. If the aforesaid

authorisation is approved at the General Meeting, the Board of Directors will authorise the

Secretary of the Board of Directors of the Company to make the decision and attend to the

aforesaid matters.

The Articles of Association are written in Chinese, and are translated into English

language for reference only. In case of any inconsistency between the English and Chinese

versions, the Chinese version shall prevail.

The Directors consider that the proposed amendments are in the interest of the Company

and its Shareholders as a whole. Advice has been obtained from independent legal advisers that

the amended Articles of Association comply with the laws of the PRC and the Hong Kong

Listing Rules requirements.

The resolution shall be submitted to the General Meeting for consideration and the

passing of such resolution shall be by more than two-thirds of the votes of the Shareholders

(including their proxies) attending the General Meeting.

5. ENGAGEMENT OF ACCOUNTING FIRMS FOR 2016

The existing domestic and international accounting firms of the Company are KPMG

Huazhen (Special General Partnership) and KPMG (collectively known as “KPMG”)

respectively and their term of office shall expire upon conclusion of the 2015 Annual General

Meeting.

With reference to the relevant requirements of the Notice on Issuing the Measures for

Financial Enterprises to Select and Employ Accounting Firms by Bidding (for Trial

Implementation) (《金融企業選聘會計師事務所招標管理辦法(試行)》) (Cai Jin [2010]

No.169) issued by the Ministry of Finance on the term of office of the same accounting firm

engaged by the financial enterprise consecutively and as considered by the Company at the

19th Audit Committee Meeting of the Ninth Session of the Board and the 42nd Meeting of the

Ninth Session of the Board, it was agreed that Deloitte Touche Tohmatsu Certified Public

Accountants LLP (Special General Partnership) be engaged as the domestic accounting firm of

the Company and its subsidiaries in China for 2016 and Deloitte Touche Tohmatsu Certified

Public Accountants be engaged as the international accounting firm of the Company and its

overseas subsidiaries for 2016. The term of office of the above engagement shall be one year

and the audit fees (including but not limited to all miscellaneous costs such as travelling

expenses, accommodation expenses and communication expenses) shall not exceed RMB9.56

million. The resolution is subject to approval at the General Meeting.


– 9 –

KPMG has confirmed that there is no matter that needs to be brought to the attention ofthe Audit Committee of the Board, the Board and the Shareholders of the Company. The Boardhas also confirmed that there is no matter that needs to be brought to the attention of theShareholders of the Company in relation to the engagement of the accounting firms.

6. AGM

A notice convening the AGM to be held at the Conference Room, 5/F., China MerchantsBank Tower, No. 7088 Shennan Boulevard, Shenzhen, the PRC on Tuesday, 28 June 2016 at9:00 a.m. is set out on pages 31 to 38 of this circular. No shareholder is required to abstain fromvoting in connection with the matters to be resolved at the AGM.

All votes of resolutions at the AGM will be taken by poll pursuant to the Hong KongListing Rules.

Closure of register of members for the AGM

In order to determine the shareholders of H shares who will be entitled to attend the AGM,the Company will suspend registration of transfer of shares from Saturday, 28 May 2016 toTuesday, 28 June 2016 (both days inclusive).

In order to qualify to attend the AGM, holders of H shares of the Company whose transferdocuments have not been registered must deposit the transfer documents accompanied byrelevant share certificates to the Company’s H Share Registrar, Computershare Hong KongInvestor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’sRoad East, Wanchai, Hong Kong by no later than 4:30 p.m. on Friday, 27 May 2016.Shareholders of H Shares whose names are recorded in the register of members of the Companyon Tuesday, 21 June 2016 are entitled to attend the AGM.

Closure of register of members for payment of final dividend of 2015

In order to determine the shareholders of H shares entitled to receive the final dividendfor the year ended 31 December 2015, the Company will suspend registration of transfer ofshares from Thursday, 7 July 2016 to Tuesday, 12 July 2016 (both days inclusive).

In order to qualify to receive the final dividend, holders of H shares of the Company whohave not had their transfer documents registered must deposit the transfer documentsaccompanied by relevant share certificates to the Company’s H Share Registrar, ComputershareHong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183Queen’s Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on Wednesday, 6 July2016. Shareholders of H Shares whose names are recorded in the register of members of theCompany on Tuesday, 12 July 2016 are entitled to receive the final dividend for the year 2015.

A reply slip and a form of proxy for use at the AGM are enclosed and are also publishedon the websites of the Hong Kong Stock Exchange (www.hkex.com.hk) and the Company(www.cmbchina.com). Shareholders who intend to attend the AGM in person or by proxy shall


– 10 –

complete and return the reply slip in accordance with the instructions printed thereon on or

before Wednesday, 8 June 2016. Shareholders who intend to appoint a proxy to attend the AGM

shall complete and return the enclosed form of proxy in accordance with the instructions

printed thereon not less than 24 hours before the time fixed for holding the AGM or any

adjournment thereof (as the case may be). Completion and return of the form of proxy will not

preclude you from attending the AGM and voting in person if you so wish.

7. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full

responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for

the purpose of giving information with regard to the Company. The Directors, having made all

reasonable enquiries, confirm that, to the best of their knowledge and belief, (i) the information

contained in this circular is accurate and complete in all material respects and not misleading;

(ii) there are no other matters the omission of which would make any statement in this circular

misleading; and (iii) all opinions expressed in this circular have been arrived at after due and

careful consideration and are founded on bases and assumptions that are fair and reasonable.

8. RECOMMENDATION

The Directors consider that the resolutions set out in the Notice of AGM are in the

interests of the Company and its Shareholders. Accordingly, the Directors recommend that

Shareholders to vote in favour of the resolutions to be proposed at the General Meeting. For

other resolutions to be proposed for approval by the Shareholders at the General Meeting, the

Directors consider that the relevant resolutions are in the interests of the Company and its

Shareholders and recommend the Shareholders to vote in favour of these resolutions.

Yours faithfully,

By order of the Board of Directors

China Merchants Bank Co., Ltd.Li Jianhong

Chairman


– 11 –

CANDIDATES FOR NON-EXECUTIVE DIRECTORS

Mr. Li Jianhong, aged 60, is the Chairman and Non-executive Director of the Company.He obtained a master’s degree in business administration from East London University,England and a master’s degree in economy and management from Jilin University. He is asenior economist. Currently, he serves as the Chairman of China Merchants Group Ltd.. Mr. Lihas been a Director of the Company since July 2014 and the Chairman of the Company sinceAugust 2014. Mr. Li was the vice president of China Ocean Shipping (Group) Company, andthe director and president of China Merchants Group Ltd.. He was also the chairman of theboard of directors of China Merchants Holdings (International) Co., Ltd. (a company listed onHong Kong Stock Exchange), the chairman of China International Marine Containers (Group)Limited (a company listed on Hong Kong Stock Exchange and Shenzhen Stock Exchange), thechairman of China Merchants Capital Investments Co., Ltd., the chairman of China MerchantsEnergy Shipping Company Limited (a company listed on Shanghai Stock Exchange) and thechairman of China Merchants Huajian Highway Investment Company Limited.

Pursuant to the Articles of Association, the directors serve for a term of three years foreach session. If Mr. Li is re-elected as a Non-executive Director of the Company, Mr. Li willnot receive any remuneration. Save as disclosed above, Mr. Li does not hold any director orsupervisor position in any other listed public companies, nor has any other major appointmentor qualification during last three years. Save for the above, Mr. Li does not have anyrelationship with any other Directors, Supervisors or senior management or substantialshareholders of the Company, nor does he have any interests in the Shares of the Companywithin the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Li which is discloseablepursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the HongKong Listing Rules nor is he involved in any of the matters required to be disclosed pursuantto the rules. Save for the above, there is no other matter that needs to be brought to the attentionof the shareholders of the Company.

Mr. Xu Lirong, aged 58, he obtained his master’s degree from Shanghai MaritimeUniversity. He is the Chairman of the Board of China COSCO Shipping Corporation Limited.He has been the Executive Vice President of the COSCO Group and the General Manager andthe Chairman of China Shipping (Group) Company. A delegate in the 18th National Congressof the Communist Party of China, he has been a member of the Tenth Committee of the CPCShanghai Municipal Committee since July 2014.

Pursuant to the Articles of Association, the directors serve for a term of three years foreach session. If Mr. Xu is elected as a Non-executive Director of the Company, he will notreceive any remuneration. Save as disclosed above, Mr. Xu does not hold any director orsupervisor position in any other listed public companies, nor has any other major appointmentor qualification during last three years. Save for the above, Mr. Xu does not have anyrelationship with any other Directors, Supervisors or senior management or substantialshareholders of the Company, nor does he have any interests in the Shares of the Companywithin the meaning of Part XV of the SFO.

APPENDIX I BIOGRAPHIES OF THE CANDIDATES FOR THE DIRECTORS OF THE TENTH SESSION OF THE BOARDOF DIRECTORS AND CANDIDATES FOR THE SHAREHOLDER SUPERVISORS

AND EXTERNAL SUPERVISORS OF THE TENTH SESSION OF THE BOARD OF SUPERVISORS

– 12 –

In addition, there is no other information in relation to Mr. Xu which is discloseablepursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the HongKong Listing Rules nor is he involved in any of the matters required to be disclosed pursuantto the rules. Save for the above, there is no other matter that needs to be brought to the attentionof the shareholders of the Company.

Mr. Li Xiaopeng, aged 57, is the Vice Chairman and Non-executive Director of theCompany. He obtained his Ph.D. in finance from Wuhan University. He is a senior economist.Mr. Li is currently the vice chairman and general manager of China Merchants Group Ltd.. Hehas been a Director of the Company since November 2014 and the Vice Chairman of theCompany since November 2015. He is concurrently the chairman of the board of directors ofChina Merchants Holdings (International) Co., Ltd. (a company listed on Hong Kong StockExchange), the chairman of China Merchants Capital Investments Co., Ltd., the chairman ofChina Merchants United Development Company Limited, the chairman of China MerchantsInvestment and Development Co., Ltd. (招商局投資發展有限公司), the vice chairman of ChinaTourism Association, the vice chairman of China Urban Financial Society and the vicechairman of China Rural Financial Society. He successively served as the deputy generalmanager of Henan Branch of Industrial and Commercial Bank of China Limited (“ICBC”), thegeneral manager of the banking department of the head office of ICBC, the general managerof ICBC Sichuan Branch, the vice president of China Huarong Asset Management Corporation,the assistant to the president of ICBC and the general manager of ICBC Beijing Branch, thevice president of ICBC, the vice president and executive director of Industrial and CommercialBank of China Limited (a company listed on Hong Kong Stock Exchange and Shanghai StockExchange), and the chairman of the board of supervisors of China Investment Corporation. Healso served concurrently as the chairman of ICBC International Holdings Ltd., the chairman ofICBC Financial Leasing Co., Ltd., the chairman of ICBC Credit Suisse Asset Management Co.,Ltd., the chairman of China Merchants Energy Shipping Company Limited (a company listedon Shanghai Stock Exchange) and the chairman of China Merchants Huajian HighwayInvestment Company Limited.

Pursuant to the Articles of Association of the Company, the directors serve for a term ofthree years for each session. If Mr. Li is re-elected as a Non-executive Director of theCompany, Mr. Li will not receive any remuneration. Save as disclosed above, Mr. Li does nothold any director or supervisor position in any other listed public companies, nor has any othermajor appointment or qualification during last three years. Save for the above, Mr. Li does nothave any relationship with any other Directors, Supervisors or senior management orsubstantial shareholders of the Company, nor does he have any interests in the Shares of theCompany within the meaning of Part XV of the SFO.




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Ms. Sun Yueying, aged 57, is a Non-executive Director of the Company. She is abachelor’s degree holder and is a senior accountant. She has been the chief accountant of ChinaCOSCO Shipping Corporation Limited (中國遠洋海運集團有限公司). She has been a Directorof the Company since April 2001. She is concurrently a non-executive director of ChinaCOSCO Holdings Company Ltd. (a company listed on Hong Kong Stock Exchange andShanghai Stock Exchange), the chairman of COSCO Finance Co., Ltd. and a director of ChinaMerchants Securities Co., Ltd. (a company listed on Shanghai Stock Exchange). She was thechief accountant of China Ocean Shipping (Group) Company.

Pursuant to the Articles of Association of the Company, the directors serve for a term ofthree years for each session. If Ms. Sun is re-elected as a Non-executive Director of theCompany, Ms. Sun will not receive any remuneration. Save as disclosed above, Ms. Sun doesnot hold any director or supervisor position in any other listed public companies, nor has anyother major appointment or qualification during last three years. Save for the above, Ms. Sundoes not have any relationship with any other Directors, Supervisors or senior management orsubstantial shareholders of the Company, nor does she have any interests in the Shares of theCompany within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Ms. Sun which is discloseablepursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the HongKong Listing Rules nor is she involved in any of the matters required to be disclosed pursuantto the rules. Save for the above, there is no other matter that needs to be brought to the attentionof the shareholders of the Company.

Mr. Fu Gangfeng, aged 49, is a Non-executive Director of the Company. He obtained abachelor’s degree in finance and a master’s degree in management engineering from Xi’anHighway College and is a senior accountant. He is the chief financial officer of ChinaMerchants Group Ltd.. He has been a Director of the Company since August 2010. He isconcurrently an executive director of China Merchants Holdings (International) Co., Ltd. (acompany listed on Hong Kong Stock Exchange) and the vice chairman of China MerchantsShekou Industrial Zone Holdings Co., Ltd. (招商局蛇口工業區控股股份有限公司) (a companylisted on Shenzhen Stock Exchange). He was the deputy director of the Shekou ZhongHuaCertified Public Accountants, the director of the chief accountant office and deputy chiefaccountant of China Merchants Shekou Industrial Zone Co., Ltd., the chief financial officer ofChina Merchants Shekou Holdings Co. Ltd., the chief financial officer of China MerchantsShekou Industrial Zone Co., Ltd., and the general manager of the finance division of ChinaMerchants Group Ltd..

Pursuant to the Articles of Association of the Company, the directors serve for a term ofthree years for each session. If Mr. Fu is re-elected as a Non-executive Director, Mr. Fu willnot receive any remuneration. Save as disclosed above, Mr. Fu does not hold any director orsupervisor position in any other listed public companies, nor has any other major appointmentor qualification during last three years. Save for the above, Mr. Fu does not have anyrelationship with any other Directors, Supervisors or senior management or substantialshareholders of the Company, nor does he have any interests in the Shares of the Companywithin the meaning of Part XV of the SFO.



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In addition, there is no other information in relation to Mr. Fu which is discloseablepursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the HongKong Listing Rules nor is he involved in any of the matters required to be disclosed pursuantto the rules. Save for the above, there is no other matter that needs to be brought to the attentionof the shareholders of the Company.

Mr. Hong Xiaoyuan, aged 53, is a Non-executive Director of the Company. He obtaineda master’s degree in economics from Peking University and a master’s degree in science fromAustralian National University. He is a senior economist. He is the assistant general managerof China Merchants Group Ltd. and the chairman of China Merchants Finance HoldingsCompany Limited. He has been a Director of the Company since June 2007. He is concurrentlythe chairman of China Merchants Finance Investment Holdings Co., Ltd., China MerchantsHoldings (U.K.) Co., Ltd., China Merchants China Direct Investments Limited (a companylisted on Hong Kong Stock Exchange) and Shenzhen CMB Qianhai Financial Assets ExchangeCentre Co., Ltd. (深圳市招銀前海金融資產交易中心有限公司) and the vice chairman of ChinaMerchants Capital Investments Co., Ltd.. He was the general manager of China MerchantsFinance Holdings Company Limited, a director of China Merchants Securities Co., Ltd. (acompany listed on the Shanghai Stock Exchange) and the chairman of Bosera AssetManagement Co., Ltd..

Pursuant to the Articles of Association of the Company, the directors serve for a term ofthree years for each session. If Mr. Hong is re-elected as a Non-executive Director of theCompany, Mr. Hong will not receive any remuneration. Save as disclosed above, Mr. Hongdoes not hold any director or supervisor position in any other listed public companies, nor hasany other major appointment or qualification during last three years. Save for the above, Mr.Hong does not have any relationship with any other Directors, Supervisors or seniormanagement or substantial shareholders of the Company, nor does he have any interests in theShares of the Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Hong which is discloseablepursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the HongKong Listing Rules nor is he involved in any of the matters required to be disclosed pursuantto the rules. Save for the above, there is no other matter that needs to be brought to the attentionof the shareholders of the Company.

Ms. Su Min, aged 48, is a Non-executive Director of the Company. She obtained abachelor’s degree in finance from Shanghai University of Finance and Economics and amaster’s degree in business administration from China University of Technology. She is asenior accountant, certified public accountant and certified public valuer. Ms. Su is the generalmanager of China Merchants Finance Holdings Company Limited. She has been a Director ofthe Company since September 2014. She is concurrently the chairman of Shenzhen ChinaMerchants Qihang Internet Investment Management Co., Ltd. (深圳招商啟航互聯網投資管理有限公司) and a supervisor of China Merchants Capital Investments Co., Ltd.. Ms. Su hasserved as the deputy director of Property Office of the State-owned Assets Supervision andAdministration Commission of Anhui Province, the chief accountant of Anhui Energy GroupCo., Ltd., a director of Huishang Bank, the chairman and general manager of Anhui Hefei



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Wanneng Microfinance Company, the deputy general manager and chief accountant of AnhuiEnergy Group Co., Ltd., the chief accountant and a member of the Communist Party of ChinaCommittee of China Shipping (Group) Company, the chairman of CS Finance Company, anda director of China Shipping Development Co., Ltd. (a company listed on Hong Kong StockExchange and Shanghai Stock Exchange) and China Shipping Container Lines CompanyLimited (a company listed on Hong Kong Stock Exchange and Shanghai Stock Exchange).

Pursuant to the Articles of Association of the Company, the directors serve for a term ofthree years for each session. If Ms. Su is re-elected as a Non-executive Director of theCompany, Ms. Su will not receive any remuneration. Save for the above, Ms. Su does not holdany director or supervisor position in any other listed public companies, nor has any othermajor appointment or qualification during last three years. Save for the above, Ms. Su does nothave any relationship with any other Directors, Supervisors or senior management orsubstantial shareholders of the Company, nor does he have any interests in the Shares of theCompany within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Ms. Su which is discloseablepursuant to the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Hong KongListing Rules, nor is she involved in any of the matters required to be disclosed pursuant tosuch Rules. Save for the above, there is no other matter that needs to be brought to the attentionof the shareholders of the Company.

Mr. Zhang Jian, aged 51, obtained a bachelor’s degree in Economics and Managementfrom the Department of Economics of Nanjing University and a master’s degree inEconometrics from Nanjing University Business School. He is a senior economist. He is theMinister of Finance Department of China Merchants Group Co., Ltd. and Deputy GeneralManager of China Merchants Finance Holdings Co., Ltd.. Concurrently serving as a directorof Shenzhen CMB Qianhai Financial Asset Exchange Co., Ltd. and Shi Jin Shi Credit ServiceCo., Ltd. (試金石信用服務有限公司), he had held various positions including General Managerof the Suzhou Branch of China Merchants Bank, Deputy General Manager of the corporatebanking division at the head office of China Merchants Bank (in charge), Corporate BusinessDirector and general manager of corporate banking at the head office of China MerchantsBank, Corporate Business Director and general manager of the Credit Risk Control Office atthe head office of China Merchants Bank and Business Director and General Manager ofComprehensive Risk Management Office at the head office of China Merchants Bank.

Pursuant to the Articles of Association, the directors serve for a term of three years foreach session. If Mr. Zhang is elected as a Non-executive Director of the Company, he will notreceive any remuneration. Save as disclosed above, Mr. Zhang does not hold any director orsupervisor position in any other listed public companies, nor has any other major appointmentor qualification during last three years. Save for the above, Mr. Zhang does not have anyrelationship with any other Directors, Supervisors or senior management or substantialshareholders of the Company, nor does he have any interests in the Shares of the Companywithin the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Zhang which is discloseablepursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Hong



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Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuantto the rules. Save for the above, there is no other matter that needs to be brought to the attentionof the shareholders of the Company.

Mr. Wang Daxiong, aged 55, obtained a bachelor’s degree in shipping finance andaccounting from the Department of Marine Transportation Management of Shanghai MaritimeUniversity and a master’s degree in business administration for senior management fromShanghai University of Finance and Economics. He is a senior accountant. Mr. Wang has beenthe acting chairman of China COSCO Shipping Financial Holding Corporation. He has alsobeen the chief executive officer of China Shipping Container Lines Company Ltd. (a companylisted on Hong Kong Stock Exchange and Shanghai Stock Exchange). He served as a directorof China Merchants Bank from March 1998 to March 2014. He also served as the vice presidentand chief accountant of China Shipping (Group) Company, deputy general manager of ChinaShipping (Group) Company and chairman of China Shipping (HK) Holdings Limited.

Pursuant to the Articles of Association, the directors serve for a term of three years foreach session. If Mr. Wang is elected as a Non-executive Director of the Company, Mr. Wangwill not receive any remuneration. Save as disclosed above, Mr. Wang does not hold anydirector or supervisor position in any other listed public companies, nor has any other majorappointment or qualification during last three years. Save for the above, Mr. Wang does nothave any relationship with any other Directors, Supervisors or senior management orsubstantial shareholders of the Company, nor does he have any interests in the Shares of theCompany within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Wang which is discloseablepursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the HongKong Listing Rules nor is he involved in any of the matters required to be disclosed pursuantto the rules. Save for the above, there is no other matter that needs to be brought to the attentionof the shareholders of the Company.

Mr. Zhang Feng, aged 36, obtained a master’s degree in business administration fromNorthumbria University, the United Kingdom. He is the chairman and general manager ofAnbang Property & Casualty Insurance Co., Ltd. and a director of Anbang Annuity InsuranceCo., Ltd.. Mr. Zhang held various positions in Anbang Property & Casualty Insurance Co., Ltd.as general manager of claims department, general manager of underwriting department, generalmanager of auto insurance department, director of human resources and vice general manager.

Pursuant to the Articles of Association, the directors serve for a term of three years foreach session. If Mr. Zhang is elected as a Non-executive Director of the Company, Mr. Zhangwill not receive any remuneration. Save as disclosed above, Mr. Zhang does not hold anydirector or supervisor position in any other listed public companies, nor has any other majorappointment or qualification during last three years. Save for the above, Mr. Zhang does nothave any relationship with any other Directors, Supervisors or senior management orsubstantial shareholders of the Company, nor does he have any interests in the Shares of theCompany within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Zhang which is discloseablepursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Hong



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Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuantto the rules. Save for the above, there is no other matter that needs to be brought to the attentionof the shareholders of the Company.

CANDIDATES FOR EXECUTIVE DIRECTORS

Mr. Tian Huiyu, aged 50, is an Executive Director, President and Chief ExecutiveOfficer of the Company. He obtained his bachelor’s degree in infrastructure finance and creditfrom Shanghai University of Finance and Economics and his master’s degree in publicadministration from Columbia University. He is a senior economist. Mr. Tian is concurrentlythe vice chairman of CMB-China Unicom Consumption Finance Co., Ltd. (招聯消費金融有限公司). Mr. Tian was the vice president of Trust Investment Branch of China Cinda AssetManagement Co., Ltd. from July 1998 to July 2003, and the vice president of Bank of Shanghaifrom July 2003 to December 2006. He served consecutively as the deputy general manager ofShanghai Branch of China Construction Bank Corporation (“CCB”) (a company listed on HongKong Stock Exchange and Shanghai Stock Exchange), the head and general manager ofShenzhen Branch of CCB from December 2006 to March 2011. Mr. Tian acted as the businessexecutive of retail banking at the head office and general manager of Beijing Branch of CCBfrom March 2011 to May 2013. He joined the Company in May 2013 and was appointed as thePresident of the Company in September 2013.

Pursuant to the Articles of Association of the Company, the directors serve for a term ofthree years for each session. If Mr. Tian is re-elected as an Executive Director of the Company,the remuneration of Mr. Tian will be determined in accordance with relevant provisions set outin the “Policies on Remunerations of Senior Management of China Merchants Bank Co., Ltd.”passed by the Board of Directors. As at the year ended 31 December 2015, the totalremuneration before tax of Mr. Tian is RMB4.746 millionNote. Save as disclosed above, Mr.Tian does not hold any director or supervisor position in any other listed public companies, norhas any other major appointment or qualification during last three years. Save for the above,Mr. Tian does not have any relationship with any other directors, supervisors or seniormanagement or substantial shareholders of the Company, nor does he have any interests in theShares of the Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Tian which is discloseablepursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the HongKong Listing Rules nor is he involved in any of the matters required to be disclosed pursuantto the rules. Save for the above, there is no other matter that needs to be brought to the attentionof the shareholders of the Company.

Mr. Li Hao, aged 57, is an Executive Director, First Executive Vice President and ChiefFinancial Officer of the Company. Mr. Li obtained a master’s degree in business administrationfrom the University of Southern California and is a senior accountant. He is concurrently thechairman of China Merchants Fund Management Co., Ltd. and the vice chairman of ShenzhenCMB Qianhai Financial Asset Exchange Co., Ltd. (深圳市招銀前海金融資產交易中心有限公司). He joined the Company in May 1997 as the Executive Assistant President of the HeadOffice. He was the general manager of the Shanghai Branch of the Company from April 2000



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to March 2002. Mr. Li has been an Executive Vice President of the Company since December2001, the Chief Financial Officer of the Company since March 2007, an Executive Director ofthe Company since June 2007, and the First Executive Vice President of the Company sinceMay 2013.

Pursuant to the Articles of Association of the Company, the directors serve for a term ofthree years for each session. If Mr. Li is re-elected as an Executive Director of the Company,the remuneration of Mr. Li will be determined in accordance with relevant provisions set outin the “Policies on Remunerations of Senior Management of China Merchants Bank Co., Ltd.”passed by the Board of Directors. As at the year ended 31 December 2015, the totalremuneration before tax of Mr. Li is RMB3.7968 millionNote. Save as disclosed above, Mr. Lidoes not hold any director or supervisor position in any other listed public companies, nor hasany other major appointment or qualification during last three years. Save for the above, Mr.Li does not have any relationship with any other Directors, Supervisors or senior managementor substantial shareholders of the Company, nor does she have any interests in the Shares ofthe Company within the meaning of Part XV of the SFO.


Note:

The total amount of the remuneration before tax of the executive Directors of the Company has not beenfinalized, and the remaining amount will be disclosed separately when the total amount is finalized.

CANDIDATES FOR INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Leung Kam Chung, Antony, aged 64, is an Independent Non-executive Director ofthe Company. He obtained a bachelor’s degree in social sciences from the University of HongKong, and attended Harvard Business School’s Program for Management Development andAdvanced Management Program. He is concurrently the chief executive officer of Nan FungGroup, the chairman of charitable organizations, Heifer International – Hong Kong and “FoodAngel”, and the chairman of Harvard Business School Association of Hong Kong. He has beenan Independent Non-executive Director of the Company since January 2015. Mr. Leung servedas a member of Blackstone’s Executive Committee, the Senior Managing Director and theChairman of Greater China Region. He also acted as the chairman of Asia for JP Morgan Chaseand worked for Citi in various positions, including the country corporate officer for Hong KongSAR and China, the regional treasurer for North Asia, head of Investment Banking for NorthAsia, South West Asia and head of Private Banking for Asia. Past board membership of Mr.Leung included an independent director of Industrial and Commercial Bank of China Limited,China Mobile Hong Kong Company Limited and American International Assurance, the vicechairman of China National Bluestar Group, a member of the international advisory board ofChina Development Bank and European Advisory Group. The government services that Mr.Leung had engaged in included Financial Secretary, Non-Official Member of the Executive



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Council of Hong Kong SAR, Chairman of the Education Commission, Chairman of theUniversity Grants Committee, Member of the Exchange Fund Advisory Committee, Member ofthe Preparatory Committee for the Hong Kong Special Administrative Region and ElectionCommittee and Hong Kong Affairs Advisors to the Chinese Government, member of the boardof Hong Kong Airport Authority and Director of the Hong Kong Futures Exchange.

Pursuant to the Articles of Association of the Company, the directors serve for a term ofthree years for each session. If Mr. Leung is re-elected as an Independent Non-executiveDirector of the Company, his annual remuneration before tax will be RMB0.3 million. Save asdisclosed above, Mr. Leung does not hold any director or supervisor position in any other listedpublic companies, nor has any other major appointment or qualification during last three years.Mr. Leung does not have any relationship with any other Directors, Supervisors or seniormanagement or substantial shareholders of the Company, nor does he have any interests in theShares of the Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Leung which is discloseablepursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the HongKong Listing Rules nor is he involved in any of the matters required to be disclosed pursuantto the rules. Save for the above, there is no other matter that needs to be brought to the attentionof the shareholders of the Company.

Mr. Wong Kwai Lam, aged 67, is an Independent Non-executive Director of theCompany. He obtained a bachelor’s degree from The Chinese University of Hong Kong and Ph.D from Leicester University, U.K.. He is concurrently an Honorary Fellow of The ChineseUniversity of Hong Kong. He has been an Independent Non-executive Director of the Companysince July 2011. He is the chairman of IncitAdv Consultants Ltd., a director of Opera HongKong, a member of the Strategic Investment Society of The Chinese University of Hong Kong,the vice chairman of the Board of Trustee and a member of the Strategic Investment Societyof New Asia College of The Chinese University of Hong Kong, the manager of Prosperity RealEstate Investment Trust, an independent non-executive director of K. Wah InternationalHoldings Limited (a company listed on Hong Kong Stock Exchange), and an independentnon-executive director of Langham Hospitality Investments Limited (a company listed onHong Kong Stock Exchange), LHIL Manager Limited and Hutchison Port Holdings Trust (acompany listed on SGX-ST). He is concurrently a member of the Governance Committee ofChinese University of Hong Kong Medical Center Co., Ltd. (香港中文大學醫療中心有限公司)and a member of the Governance Committee of Prince of Wales Hospital located in Shatin,Hong Kong. He was the managing director of Merrill Lynch (Asia Pacific) Limited and thechairman of Asia Pacific Investment Banking. Mr. Wong was also a member of AdvisoryCommittee under the Securities and Futures Commission in Hong Kong and its committee onReal Estate Investment Trusts, and a member of the China Committee to the Hong Kong TradeDevelopment Council.

Pursuant to the Articles of Association of the Company, the directors serve for a term ofthree years for each session. If Mr. Wong is re-elected as an Independent Non-executiveDirector of the Company, his annual remuneration before tax will be RMB0.3 million. Save asdisclosed above, Mr. Wong does not hold any director or supervisor position in any other listed



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public companies, nor has any other major appointment or qualification during last three years.Mr. Wong does not have any relationship with any other Directors, Supervisors or seniormanagement or substantial shareholders of the Company, nor does he have any interests in theShares of the Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Wong which is discloseablepursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the HongKong Listing Rules nor is he involved in any of the matters required to be disclosed pursuantto the rules. Save for the above, there is no other matter that needs to be brought to the attentionof the shareholders of the Company.

Mr. Pan Chengwei, aged 70, is an Independent Non-executive Director of the Company.He graduated from Cadre Institute under the Ministry of Transport with an associate bachelor’sdegree and is an accountant. He has been an Independent Non-executive Director of theCompany since July 2012. He is currently an independent non-executive director of ShenzhenNanshan Power Co., Ltd. (a company listed on Shenzhen Stock Exchange) and the ChinaInternational Marine Containers (Group) Co., Ltd. (a company listed on Hong Kong StockExchange and the Shenzhen Stock Exchange). He was the general manager of financedepartment of China Ocean Shipping (Group) Company, the general manager of financedepartment of COSCO (Hong Kong) Group Limited, the general manager of COSCO (H.K.)Property Development Limited, the general manager of COSCO (H.K.) Industry & TradeHoldings Ltd., the chief representative of Shenzhen representative office of COSCO HKGroup, the general manager of COSCO (Cayman) Fortune Holding Co., Ltd. and its HongKong branch, and the compliance manager of the Fuel Oil Futures Department of China OceanShipping (Group) Company.

Pursuant to the Articles of Association of the Company, the directors serve for a term ofthree years for each session. If Mr. Pan is re-elected as an Independent Non-executive Directorof the Company, his annual remuneration before tax will be RMB0.3 million. Save as disclosedabove, Mr. Pan does not hold any director or supervisor position in any other listed publiccompanies, nor has any other major appointment or qualification during last three years. Savefor the above, Mr. Pan does not have any relationship with any other Directors, Supervisors orsenior management or substantial shareholders of the Company, nor does he have any interestsin 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. Pan which is discloseablepursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the HongKong Listing Rules nor is he involved in any of the matters required to be disclosed pursuantto the rules. Save for the above, there is no other matter that needs to be brought to the attentionof the shareholders of the Company.

Ms. Pan Yingli, aged 60, is an Independent Non-executive Director of the Company. Sheobtained a bachelor’s degree in economics from East China Normal University, a master’sdegree in economics from Shanghai University of Finance and Economics and a doctoratedegree in world economics from East China Normal University. She has been an IndependentNon-executive Director of the Company since November 2011. She is concurrently a director



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of Research Center for Global Finance, Shanghai Jiao Tong University, a professor and a tutorof doctorate candidates in Finance at Antai College of Economics and Management ofShanghai Jiao Tong University, the vice president of Shanghai World Economy Association, thevice president of Shanghai Institute of International Financial Centers, and the chief expert ofthe Decision-making Consultation Research Base Studio of Shanghai Municipal Government(上海市政府決策諮詢研究基地工作室). She was an associate professor, a professor and a tutorof doctorate candidates in East China Normal University, and joined Shanghai Jiao TongUniversity in November 2005. From 1998 to 2007, she served as an invited expert of ShanghaiMunicipal Government on decision-making consultation.

Pursuant to the Articles of Association of the Company, the directors serve for a term ofthree years for each session. If Ms. Pan is re-elected as an Independent Non-executive Directorof the Company, her annual remuneration before tax will be RMB0.3 million. Save as disclosedabove, Ms. Pan does not hold any director or supervisor position in any other listed publiccompanies, nor has any other major appointment or qualification during last three years. Ms.Pan does not have any relationship with any other Directors, Supervisors or senior managementor substantial shareholders of the Company, nor does she have any interests in the Shares ofthe Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Ms. Pan which is discloseablepursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the HongKong Listing Rules nor is she involved in any of the matters required to be disclosed pursuantto the rules. Save for the above, there is no other matter that needs to be brought to the attentionof the shareholders of the Company.

Mr. Zhao Jun, aged 53, is an Independent Non-executive Director of the Company. Heobtained a bachelor’s degree from the Department of Shipbuilding Engineering of HarbinEngineering University, a master’s degree from the Department of Ocean Engineering ofShanghai Jiao Tong University, a doctorate degree in civil engineering from the University ofHouston and a master’s degree in financial management from the School of Management ofYale University. He has been an Independent Non-executive Director of the Company sinceJanuary 2015. Mr. Zhao has been the chairman of Fupu Fund Management Co., Ltd. (復樸投資管理有限公司). He was a managing partner of DT Capital Partners, the managing directorand the chief representative in China of ChinaVest, Ltd..

Pursuant to the Articles of Association of the Company, the directors serve for a term ofthree years for each session. If Mr. Zhao is re-elected as an Independent Non-executiveDirector, his annual remuneration before tax will be RMB0.3 million. Save as disclosed above,Mr. Zhao does not hold any director or supervisor position in any other listed publiccompanies, nor has any other major appointment or qualification during last three years. Mr.Zhao does not have any relationship with any other Directors, Supervisors or seniormanagement or substantial shareholders of the Company, nor does he have any interests in theShares of the Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Zhao which is discloseablepursuant to the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Hong KongListing Rules, nor is he involved in any of the matters required to be disclosed pursuant to such



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Rules. Save for the above, there is no other matter that needs to be brought to the attention ofthe shareholders of the Company.

Mr. Wong See Hong, aged 62, graduated from the National University of Singapore witha bachelor’s degree in Business Administration, and obtained from the Hong Kong Universityof Science and Technology a master’s degree in Investment Management, and Doctor ofTransformational Leadership (DTL) of Bethel Bible Seminary (伯特利神學院轉化型領導學博士). He is an independent director of the Frasers Hospitality Assets Management Pte., Ltd. (新加坡輝盛國際資產管理有限公司). Mr. Wong previously served as the deputy chief executive ofBank of China (Hong Kong) Limited, executive vice president and country executive of ABNAMRO Bank, managing director and president for the Southeast Asia region, and head of thefinancial market department in Asia (亞洲區金融市場部主管), a director of Bank of ChinaGroup Insurance Company Limited, chairman of the board of BOC Group Trustee CompanyLimited, chairman of BOCI-Prudential MPF (中銀保誠強積金), chairman of BOCHK AssetManagement Limited, a member of the Board of Directors of the Civil Servants Institute ofPrime Minister’s Office Singapore (新加坡總理辦公室公務員學院), Client ConsultingCommission of Thomson Reuters (Thomson Reuters 客戶諮詢委員會) and FinancialManagement Commission of the Hong Kong Administration Society (香港管理學會財務管理委員會).

Pursuant to the Articles of Association, the directors serve for a term of three years foreach session. If Mr. Wong is elected as an Independent Non-executive Director of theCompany, his annual remuneration before tax will be RMB0.3 million. Save as disclosedabove, Mr. Wong does not hold any director or supervisor position in any other listed publiccompanies, nor has any other major appointment or qualification during last three years. Mr.Wong does not have any relationship with any other Directors, Supervisors or seniormanagement or substantial shareholders of the Company, nor does he have any interests in theShares of the Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Wong which is discloseablepursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the HongKong Listing Rules nor is he involved in any of the matters required to be disclosed pursuantto the rules. Save for the above, there is no other matter that needs to be brought to the attentionof the shareholders of the Company.

CANDIDATES FOR SUPERVISORS (EXCLUDING EMPLOYEE SUPERVISORS)

Candidates for Shareholder Supervisors

Mr. Fu Junyuan, aged 55, served as a Non-Executive Director of the Company fromMarch 2000 to September 2015. He has been a shareholder Supervisor of the Company sinceSeptember 2015. He obtained a doctorate degree in Management and is a senior accountant. Hewas the chief accountant of China Harbour Engineering (Group) Ltd. and the chief accountantof China Communications Construction Company Ltd. from October 1996 to September 2006.He has been serving as an Executive Director and Chief Financial Officer of ChinaCommunications Construction Co., Ltd. (a company listed on Hong Kong Stock Exchange andShanghai Stock Exchange) and has been concurrently serving as the Chairman of CCCCFinance Company Limited and the Vice Chairman of Jiang Tai Insurance Broker Co., Ltd. sinceSeptember 2006.



– 23 –

Pursuant to the Articles of Association of the Company, the supervisors serve for a termof three years for each session. If Mr. Fu is re-elected as a shareholder Supervisor of theCompany, Mr. Fu will not receive any remuneration. Save as disclosed above, Mr. Fu does nothold any director or supervisor position in any other listed public companies, nor has any othermajor appointment or qualification during last three years. Save as disclosed above, Mr. Fudoes not have any relationship with any other Directors, Supervisors or senior management orsubstantial shareholders of the Company, nor does he have any interests in the Shares of theCompany within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Fu which is discloseablepursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the HongKong Listing Rules nor is he involved in any of the matters required to be disclosed pursuantto the rules. Save for the above, there is no other matter that needs to be brought to the attentionof the shareholders of the Company.

Mr. Wu Heng, aged 39, is a postgraduate from the Department of Accounting of theShanghai University of Finance and Economics. He obtained a master’s degree in economicsand is a senior accountant. He served as a deputy manager and manager of Planning andFinance Department as well as a manager of Fixed Income Department of ShanghaiAutomotive Group Finance Company, Ltd. from March 2000 to March 2005. He served as aDivision Head, Assistant to Executive Controller and Manager of Accounting Division ofFinance Department of SAIC Motor Corporation Limited from March 2005 to April 2009, theChief Financial Officer of Huayu Automotive Systems Co., Ltd (a company listed on ShanghaiStock Exchange) from April 2009 to May 2015, during which he concurrently served as aDirector and General Manager of Huayu Automotive Systems (Shanghai) Co., Ltd. (華域汽車系統 (上海)有限公司). He has been serving as a Deputy General Manager of Business Divisionof SAIC Motor Corporation Limited since May 2015.

Pursuant to the Articles of Association of the Company, the supervisors serve for a termof three years for each session. If Mr. Wu is elected as a shareholder Supervisor of theCompany, Mr. Wu will not receive any remuneration. Save as disclosed above, Mr. Wu doesnot hold any director or supervisor position in any other listed public companies, nor has anyother major appointment or qualification during last three years. Save for the above, Mr. Wudoes not have any relationship with any other Directors, Supervisors or senior management orsubstantial shareholders of the Company, nor does he have any interests in the Shares of theCompany within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Wu which is discloseablepursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the HongKong Listing Rules nor is he involved in any of the matters required to be disclosed pursuantto the rules. Save for the above, there is no other matter that needs to be brought to the attentionof the shareholders of the Company.



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Mr. Wen Jianguo, aged 53, served as a shareholder Supervisor of the Company fromJune 2010 to May 2013. He is a university graduate and an accountant. He served as a DeputyHead and Head of Finance Department of Qinhuangdao Port Bureau (秦皇島港務局) as well asHead of Finance Department of Qinghuangdao Port Group Co., Ltd.. He served as a Directorand Chief Accountant of Qinghuangdao Port Group Co., Ltd. from July 2007 to July 2009, afterwhich he has been serving as a Director and Chief Accountant of Hebei Port Group Co., Ltd.and concurrently serving as a director and vice chairman of Hebei Port Group FinanceCompany Limited and a director of Caida Securities and Bank of Hebei Co., Ltd. since July2009.

Pursuant to the Articles of Association of the Company, the supervisors serve for a termof three years for each session. If Mr. Wen is elected as a shareholder Supervisor of theCompany, Mr. Wen will not receive any remuneration. Save as disclosed above, Mr. Wen doesnot hold any director or supervisor position in any other listed public companies, nor has anyother major appointment or qualification during last three years. Save as disclosed above, Mr.Wen does not have any relationship with any other Directors, Supervisors or seniormanagement or substantial shareholders of the Company, nor does he have any interests in theShares of the Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Wen which is discloseablepursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the HongKong Listing Rules nor is he involved in any of the matters required to be disclosed pursuantto the rules. Save for the above, there is no other matter that needs to be brought to the attentionof the shareholders of the Company.

Candidates for External Supervisors

Mr. Jin Qingjun, aged 58, has been an External Supervisor of the Company sinceOctober 2014. He graduated from the Graduate School of China University of Political Scienceand Law with a master’s degree in law. He was a legal counsel in Hong Kong and the UK andalso worked at Jang Shinn Law Office (中信律師事務所) as a legal counsel from August 1987to October 1993. He was an executive partner at Shu Jin Law Firm (信達律師事務所) fromOctober 1993 to August 2002. Since September 2002, he has been the senior partner of King& Wood Mallesons, Beijing. He concurrently holds the positions of part-time professor at theSchool of Law, China University of Political Science and Law and the School of Law, RenminUniversity of China; co-tutor for students of master’s degree at the School of Law, TsinghuaUniversity; arbitrator of Shenzhen Court of International Arbitration, Shanghai InternationalArbitration Center and Arbitration Foundation of Southern Africa; mediator of ShenzhenSecurities and Futures Dispute Resolution Centre; and the PRC legal counsel of US Court ofAppeals for the Washington D.C Circuit. Currently, he serves as an independent director ofGuotai Junan Securities Co., Ltd. (a company listed on Shanghai Stock Exchange), GemdaleCorporation (a company listed on Shanghai Stock Exchange), Tianjin Changrong Print andPacking Equipment Co., Ltd. (a company listed on Shenzhen Stock Exchange), Invesco GreatWall Fund Management Company Limited, New China Asset Management Co., Ltd., TimesProperty Holdings Limited (a company listed on Hong Kong Stock Exchange) and Xi’anDagang Road Machinery Co., Ltd. (a company listed on Shenzhen Stock Exchange), and serves



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as a director of Konka Group Co., Ltd. (a company listed on Shenzhen Stock Exchange). Hewas an independent non-executive director of China International Marine Containers (Group)Co., Ltd. (a company listed on Hong Kong Stock Exchange and Shenzhen Stock Exchange). In2012, he was titled one of the Top 10 PRC Lawyers of the Year and PRC Securities Lawyerof the Year.

Pursuant to the Articles of Association of the Company, the supervisors serve for a termof three years for each session. If Mr. Jin is re-elected as an External Supervisor of theCompany, his annual remuneration before tax will be RMB0.3 million. Save as disclosedabove, Mr. Jin does not hold any director or supervisor position in any other listed publiccompanies, nor has any other major appointment or qualification during last three years. Mr.Jin does not have any relationship with any other Directors, Supervisors or senior managementor substantial shareholders of the Company. Mr. Jin currently holds 65,800 A shares of theCompany. Save as disclosed above, Mr. Jin does not have any other interests in the securitiesof the Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Jin which is discloseablepursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the HongKong Listing Rules nor is he involved in any of the matters required to be disclosed pursuantto the rules. Save for the above, there is no other matter that needs to be brought to the attentionof the shareholders of the Company.

Mr. Ding Huiping, aged 59, he obtained a doctorate degree in enterprise economics fromUniversitet I Linkoping in Sweden. He is currently a professor and a tutor of doctoratecandidates in School of Economics and Management and the Head of PRC EnterpriseCompetitiveness Research Center of Beijing Jiaotong University, and Honorary Professor inthe Business School of Duquesne University. He is concurrently an independent director ofHuadian Power International Corporation Limited (a company listed on Hong Kong StockExchange and Shanghai Stock Exchange), Metro Land Corporation Ltd. (a company listed onShanghai Stock Exchange) and China Merchants Securities Co., Ltd. (a company listed onShanghai Stock Exchange). He has been an independent director of the Company, ShandongLuneng Taishan Cable Company Limited (a company listed on Shenzhen Stock Exchange),Road & Bridge International Co., Ltd. (a company listed on Shanghai Stock Exchange),Huadian Power International Corporation Limited (a company listed on Hong Kong StockExchange and Shanghai Stock Exchange) and China International Marine Containers (Group)Ltd. (a company listed on Hong Kong Stock Exchange and Shenzhen Stock Exchange).

Pursuant to the Articles of Association of the Company, the supervisors serve for a termof three years for each session. If Mr. Ding is elected as an External Supervisor of theCompany, his annual remuneration before tax will be RMB0.3 million. Save as disclosedabove, Mr. Ding does not hold any director or supervisor position in any other listed publiccompanies, nor has any other major appointment or qualification during last three years. Mr.Ding does not have any relationship with any other Directors, Supervisors or seniormanagement or substantial shareholders of the Company. Mr. Ding does not have any interestsin the shares of the Company within the meaning of Part XV of the SFO.



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In addition, there is no other information in relation to Mr. Ding which is discloseablepursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the HongKong Listing Rules nor is he involved in any of the matters required to be disclosed pursuantto the rules. Save for the above, there is no other matter that needs to be brought to the attentionof the shareholders of the Company.

Mr. Han Zirong, aged 52, is an economist and certified public accountant who graduatedfrom Jilin Finance and Trade College. He served as a credit administrator of Industrial andCommercial Bank of China, Changchun Branch from August 1985 to October 1992. FromOctober 1992 to September 1997, he served as an Assistant to Director of Accounting Firm ofShenzhen Audit Bureau (深圳市審計局審計師事務所). He served as a Managing Partner ofShenzhen Finance Accounting Firm (深圳市融信會計師事務所) from October 1997 to October2008. Later on, he served as a Senior Partner of Daxin Certified Public Accountants fromOctober 2008 to October 2012, after which he has been serving as a Partner of Shu Lun PanHong Kong CPA Limited and concurrently serving as an Independent Director of Bank ofChengdu and Bank of Hainan since October 2012.

Pursuant to the Articles of Association of the Company, the supervisors serve for a termof three years for each session. If Mr. Han is elected as an External Supervisor of the Company,his annual remuneration before tax will be RMB0.3 million. Save as disclosed above, Mr. Handoes not hold any director or supervisor position in any other listed public companies, nor hasany other major appointment or qualification during last three years. Mr. Han does not have anyrelationship with any other Directors, Supervisors or senior management or substantialshareholders of the Company, nor does he have any interests in the Shares of the Companywithin the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Han which is discloseablepursuant to any of the requirements set out in Rule 13.51(2)(h) to 13.51(2)(v) of the HongKong Listing Rules nor is he involved in any of the matters required to be disclosed pursuantto the rules. Save for the above, there is no other matter that needs to be brought to the attentionof the shareholders of the Company.



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SerialNo.

Original Provisions of theArticles of Association Proposed to be amended as follows

1 Article 71: (15) examining proposals

on matters relating to the purchase or

sale by the Bank of material assets

exceeding 30% of its latest audited

total assets within one year.

Article 71: (15) examining proposals

on matters relating to equity

investments and other external

investments, and the acquisition and

disposal of fixed assets (including real

estate and other fixed assets, same as

below) and other assets of the Bank

each involving an amount exceeding

10% of its latest audited net assets, as

well as the acquisition and disposal of

material assets (including but not

limited to equity interest, fixed assets

and other assets) involving an

aggregate amount exceeding 30% of

its latest audited total assets within

one year.2 Article 163: (9) to decide on matters

including external investment, assets

acquisitions and disposals, assets

pledge, external guarantees and

connected transactions within the

scope authorised by the shareholders’

general meeting;

Article 163: (9) to decide on matters

including equity investments and other

external investments, the acquisition

and disposal of fixed assets and other

assets, assets pledge, external

guarantees and connected transactions

of the Bank within the scope

stipulated in the Articles of

Association and authorised by the

shareholders’ general meeting;3 Article 166: The Board of Directors

shall define its authority in relation to

investment and disposals of the

Bank’s assets and establish strict

examination and policy making

procedures; shall arrange for the

relevant experts and professionals to

assess and examine significant

investment projects and asset disposals

and submit a report of the same to the

shareholders’ general meeting for

approval.

Article 166: The Board of Directors

shall define its authority in relation to

investment and disposals of the

Bank’s assets and establish strict

examination and policy making

procedures; shall arrange for the

relevant experts and professionals to

assess and examine significant

investment projects and asset disposals

and submit a report of the same to the

shareholders’ general meeting for

approval.

APPENDIX II PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

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SerialNo.

Original Provisions of theArticles of Association Proposed to be amended as followsAny external investment projects

involving an investment amount not

exceeding 10% (inclusive) of the net

asset value based on the latest

published audited accounts of the

Bank shall be approved by the Board

of Directors; and any external

investment projects involving any

investment amount which is in excess

of the aforementioned limit has to be

approved at the general meeting.

Any fixed assets acquisition and asset

disposal with an amount below

RMB500,000,000 (including

RMB500,000,000) shall be authorised

by the chairman and approved by the

president; if the amount is more than

RMB500,000,000 but below RMB1

billion (including RMB1 billion), it

shall be approved by the Board of

Directors; if the amount is more than

RMB1 billion, it shall be approved by

the shareholders’ general meeting.

For disposal of any fixed assets by the

Board of Directors, if the aggregate of

the expected value of the fixed assets

proposed to be disposed of and the

value of the fixed assets which had

been disposed of within four months

immediately preceding such proposal

for disposal exceeds 33% of the fixed

assets value shown in the most recent

balance sheet reviewed by the

shareholders’ general meeting, the

Board of Directors shall not dispose

or approve the disposal of such fixed

assets before obtaining the approval of


The equity investments or other

external investments and the

acquisition or disposal of fixed assets

or other assets each involving an

amount not exceeding 10% (inclusive)

of the net asset value based on the

latest published audited accounts of

the Bank shall be approved by the

Board of Directors; and any single

acquisition or disposal involving an

amount which is in excess of the

aforementioned limit shall be

approved at the shareholders’ general

meeting. Any assets investment and

disposal by the senior management

shall be authorized by the Board of

Directors.

For disposal of any fixed assets by the

Board of Directors, if the aggregate of

the expected value of the fixed assets

proposed to be disposed of and the

value of the fixed assets which had

been disposed of within four months

immediately preceding such proposal

for disposal exceeds 33% of the fixed

assets value shown in the most recent

balance sheet reviewed by the

shareholders’ general meeting, the

Board of Directors shall not dispose

or approve the disposal of such fixed

assets before obtaining the approval of


Acquisition and disposal of fixed

assets referred to in this Article

includes the transfer of interests of

assets, but excludes the provision of

fixed assets as pledges to any

guarantees.


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SerialNo.

Original Provisions of theArticles of Association Proposed to be amended as followsDisposal of fixed assets referred to in

this Article includes the transfer of

interests of certain assets, but

excludes the provision of fixed assets

as pledges to any guarantees.

The validity of transactions conducted

by the Bank in relation to the disposal

of fixed assets shall not be affected

notwithstanding any violation of the

requirements set out in the first

paragraph of this Article.

The validity of transactions conducted

by the Bank in relation to the disposal

of fixed assets shall not be affected

notwithstanding any violation of the

requirements set out in the first

paragraph of this Article.


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(Stock Code: 03968)

NOTICE OF 2015 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Board of Directors of China Merchants Bank

Co., Ltd. (hereinafter referred to as the “Company” or “China Merchants Bank”) has decided

to hold its Annual General Meeting for 2015 (the “Meeting”) by way of physical voting on

Tuesday, 28 June 2016. The details of the Meeting are provided as follows:

I. CONVENING OF THE MEETING

(1) Time of the Meeting

The Meeting will commence at 9:00 a.m. on Tuesday, 28 June 2016.

(2) Venue of the Physical Meeting

The Meeting will be held at the Conference Room, 5/F, China Merchants Bank

Tower, 7088 Shennan Boulevard, Shenzhen, the PRC.

(3) Convenor

The Meeting will be convened by the Board of Directors of the Company.

(4) Way of Conducting the Meeting

The Meeting will be conducted by way of physical voting and online voting (among

which, online voting is for A Shares only).

(5) Attendees

1. All shareholders of the “China Merchants Bank” (600036) whose names appear

on the register of members, kept by China Securities Depository and Clearing

Corporation Limited, Shanghai Office, as at the close of A Share trading

session on the Shanghai Stock Exchange as at 3:00 p.m. sharp on Tuesday, 21

June 2016 (hereinafter referred to as “Shareholders of A Shares”);


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2. All shareholders of H shares of “China Merchants Bank” (03968) whose names

appear on the register of members of H Shares, kept by Computershare Hong

Kong Investor Services Limited, on Tuesday, 21 June 2016 (hereinafter

referred to as “Shareholders of H Shares”);

3. The proxies authorized by the above shareholders;

4. The directors, supervisors and senior management of the Company;

5. The intermediate agents engaged by the Company and the guests invited by the

Board of Directors of the Company.

II. MATTERS TO BE CONSIDERED AND APPROVED AT THE MEETING

The following resolutions will be considered and approved at the Meeting:

ORDINARY RESOLUTIONS

1. Consider and approve the Work Report of the Board of Directors of theCompany for the year 2015;

2. Consider and approve the Work Report of the Board of Supervisors of theCompany for the year 2015;

3. Consider and approve the Annual Report of the Company for the year 2015(including the Audited Financial Report);

4. Consider and approve the Audited Financial Statements of the Company for theyear 2015;

5. Consider and approve the proposal regarding the Profit Appropriation Plan forthe year 2015 (including the distribution of final dividend) (note 1);

6. Consider and approve the resolution regarding the Engagement of AccountingFirms and their Remuneration for the year 2016 (note 2);

7. Consider and approve the Assessment Report on the Duty Performance ofDirectors for the year 2015;

8. Consider and approve the Assessment Report on the Duty Performance ofSupervisors for the year 2015;

9. Consider and approve the Assessment Report on the Duty Performance andCross-evaluation of Independent Directors for the year 2015;


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10. Consider and approve the Assessment Report on the Duty Performance andCross-evaluation of External Supervisors for the year 2015;

11. Consider and approve the Related Party Transaction Report for the year 2015;

SPECIAL RESOLUTION

12. Consider and approve the Resolution regarding the general mandate to issuenew shares and/or deal with share options of China Merchants Bank Co., Ltd.(note 3);

ORDINARY RESOLUTIONS

13. Resolutions regarding the election of members of the Tenth Session of the Boardof Directors of China Merchants Bank (note 4):

13.01 Consider and approve the re-appointment of Mr. Li Jianhong as non-executive

Director of the Company;

13.02 Consider and approve the appointment of Mr. Xu Lirong as non-executive


13.03 Consider and approve the re-appointment of Mr. Li Xiaopeng as non-executive


13.04 Consider and approve the re-appointment of Ms. Sun Yueying as non-executive


13.05 Consider and approve the re-appointment of Mr. Fu Gangfeng as non-executive


13.06 Consider and approve the re-appointment of Mr. Hong Xiaoyuan as non-

executive Director of the Company;

13.07 Consider and approve the re-appointment of Ms. Su Min as non-executive


13.08 Consider and approve the appointment of Mr. Zhang Jian as non-executive


13.09 Consider and approve the appointment of Mr. Wang Daxiong as non-executive


13.10 Consider and approve the appointment of Mr. Zhang Feng as non-executive



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13.11 Consider and approve the re-appointment of Mr. Tian Huiyu as executive


13.12 Consider and approve the re-appointment of Mr. Li Hao as executive Director

of the Company;

13.13 Consider and approve the re-appointment of Mr. Leung Kam Chung, Antony as

independent non-executive Director of the Company;

13.14 Consider and approve the re-appointment of Mr. Wong Kwai Lam as

independent non-executive Director of the Company;

13.15 Consider and approve the re-appointment of Mr. Pan Chengwei as independent

non-executive Director of the Company;

13.16 Consider and approve the re-appointment of Ms. Pan Yingli as independent


13.17 Consider and approve the re-appointment of Mr. Zhao Jun as independent


13.18 Consider and approve the appointment of Mr. Wong See Hong as independent


14. Resolutions regarding the election of Shareholder Supervisors and ExternalSupervisors of the Tenth Session of the Board of Supervisors of ChinaMerchants Bank (note 4):

14.01 Consider and approve the re-appointment of Mr. Fu Junyuan as Shareholder

Supervisor of the Company;

14.02 Consider and approve the appointment of Mr. Wu Heng as Shareholder


14.03 Consider and approve the appointment of Mr. Wen Jianguo as Shareholder


14.04 Consider and approve the re-appointment of Mr. Jin Qingjun as External


14.05 Consider and approve the appointment of Mr. Ding Huiping as External


14.06 Consider and approve the appointment of Mr. Han Zirong as External

Supervisor of the Company; and


– 34 –

SPECIAL RESOLUTION

15. Resolution regarding the amendments to the Articles of Association of ChinaMerchants Bank Co., Ltd. (note 5).

The special resolutions set out above must be approved by more than two-thirds of the

votes of the Shareholders (including their proxies) attending the 2015 Annual General Meeting.

Notes:

1. The Company proposed to declare a cash dividend not less than 30% of the net profit after tax ofRMB57.696 billion of the Company for 2015 as stated in its audited consolidated financial statementsprepared in accordance with the PRC Generally Accepted Accounting Principles. Details of the ProfitAppropriation Plan are set out below:

(1) 10% of the audited net profit of RMB53.189 billion of the Company in the audited financialstatements (domestic edition) for 2015, equivalent to RMB5.319 billion, will be appropriated tothe statutory surplus reserve in accordance with the relevant requirements of the “Company Lawof the People’s Republic of China”.

(2) 1.5% of the total amount of the Company’s increased risk-bearing assets, equivalent toRMB10.720 billion, will be appropriated to the general reserve in accordance with the relevantrequirements of the “Administrative Measures for the Provision of Reserves of FinancialEnterprises” (金融企業準備金計提管理辦法) promulgated by the Ministry of Finance.

(3) Based on the total share capital of A Shares and H Shares on the record date for implementationof the profit appropriation, the Company will pay a cash dividend of RMB6.90 (tax included) forevery 10 shares to all registered shareholders of the Company. The cash dividend will bedenominated and declared in RMB, payable in RMB for the shareholders of A Shares and in HKDfor the shareholders of H Shares. The actual appropriation amount in HKD will be calculatedbased on the average RMB/HKD benchmark rates to be released by the People’s Bank of Chinafor the week before the date of the general meeting (including the day of the general meeting).The retained profit will be carried forward to the next year.

(4) In 2015, the Company did not transfer any capital reserve into share capital.

2. With reference to the relevant requirements of the Notice on Issuing the Measures for FinancialEnterprises to Select and Employ Accounting Firms by Bidding (for Trial Implementation) (《金融企業選聘會計師事務所招標管理辦法(試行)》) (Cai Jin [2010] No.169) issued by the Ministry of Financeon the term of office of the same accounting firm engaged by the financial enterprise consecutively andas considered by the Company at the 19th audit committee meeting of the ninth session of the Boardof Directors (the “Board”) and the 42nd meeting of the ninth session of the Board, it was agreed thatDeloitte Touche Tohmatsu Certified Public Accountants LLP (Special General Partnership) be engagedas the domestic accounting firm of the Company and its subsidiaries in China for 2016 and DeloitteTouche Tohmatsu Certified Public Accountants be engaged as the international accounting firm of theCompany and its overseas subsidiaries for 2016. The term of office of the above engagement shall beone year and the audit fees (including but not limited to all miscellaneous costs such as travellingexpenses, accommodation expenses and communication expenses) shall not exceed RMB9.56 million.

3. For the details regarding the resolution on the general mandate to issue new shares and/or deal withshare options of China Merchants Bank Co., Ltd., please refer to the circular of the Company dated 13May 2016 (“the Circular”).

4. For biographical details of the candidates for Directors and Supervisors, please refer to the Circular.

5. For details of the amendments to the Articles of Association of China Merchants Bank Co., Ltd., pleaserefer to the Circular.


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III. REGISTRATION OF THE MEETING

(I) TIME AND MODE OF REPLY BY SHAREHOLDERS WHO INTEND TOATTEND

Any shareholders of H Shares intending to attend the Meeting in person or by

proxies shall return the reply slip to the Company by mail or fax on or before

Wednesday, 8 June 2016.

(II) REGISTRATION MATTERS FOR SHAREHOLDERS OF H SHARES

1. Closure of Register of Members of H Shares

Closure of register of members for the 2015 Annual General Meeting

In order to determine the shareholders of H shares who will be entitled to

attend the Meeting, the Company will suspend registration of transfer of shares

from Saturday, 28 May 2016 to Tuesday, 28 June 2016 (both days inclusive).

In order to qualify to attend the Meeting, holders of H shares of the

Company whose transfer documents have not been registered must deposit the

transfer documents accompanied by relevant share certificates to the

Company’s H Share Registrar, Computershare Hong Kong Investor Services

Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road

East, Wanchai, Hong Kong by no later than 4:30 p.m. on Friday, 27 May 2016.

Shareholders of H Shares whose names are recorded in the register of members

of the Company on Tuesday, 21 June 2016 are entitled to attend the Meeting.

Closure of register of members for payment of final dividend of 2015

In order to determine the shareholders of H shares entitled to receive the

final dividend for the year ended 31 December 2015, the Company will

suspend registration of transfer of shares from Thursday, 7 July 2016 to

Tuesday, 12 July 2016 (both days inclusive).

In order to qualify to receive the final dividend, holders of H shares of the

Company who have not had their transfer documents registered must deposit

the transfer documents accompanied by relevant share certificates to the

Company’s H Share Registrar, Computershare Hong Kong Investor Services

Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road

East, Wanchai, Hong Kong by no later than 4:30 p.m. on Wednesday, 6 July

2016. Shareholders of H Shares whose names are recorded in the register of

members of the Company on Tuesday, 12 July 2016 are entitled to receive the

final dividend for the year 2015.


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2. Registration of Attendance

A qualified H share holder or shareholder proxy entitled to attend the Meeting

shall produce his/her ID card for registration. In case of corporate shareholder, its

legal representative or other authorised representative appointed by resolutions of its

board of directors or its governing body can attend the Meeting. Such authorized

representative shall produce for registration a copy of the resolutions of the board

of directors or the governing body appointing him/her.

3. Requirements for Proxies on Registration and Documents to be Provided

when Voting

(1) Any shareholder of H shares entitled to participate in and vote at the

Meeting may appoint one or more persons as his/her proxy/proxies to

participate in and vote at the Meeting on his/her behalf. A proxy may not

necessarily be a shareholder of the Company.

(2) A shareholder of H shares shall appoint a proxy in writing. The

shareholder of H shares or his/her proxy duly appointed by a written

authorisation shall sign the proxy form in writing. If the shareholder of H

shares is a legal person, the proxy form must be either under the common

seal of the shareholders of H shares or signed by its director(s) or the duly

authorized proxy(proxies). If the proxy form is signed by the proxy

appointed by the shareholder of H shares, the power of attorney

authorising that proxy to sign or other authorisation document(s) shall be

notarized.

(3) The proxy form, together with the power of attorney or other

authorisation document(s) (if any) must be delivered by the shareholder

of H shares to the H Share Registrar of the Company no later than 24

hours before the time designated for holding the Meeting or any

adjournment thereof (as the case may be). The H Share Registrar of the

Company is Computershare Hong Kong Investor Services Limited at 17M

Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

(4) Completion and return of the proxy forms shall not preclude an H Share

shareholder from attending and voting in person at the Meeting with the

documents listed in the above Item 2 “Registration of Attendance”. If an

H Share Shareholder attends and votes in person at the meeting after

he/she delegated a proxy, the delegation shall be deemed to have been

terminated and the proxy form held by his/her proxy shall be deemed to

be invalid.


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IV. OTHER MATTERS

1. Contact Details of the Company

Address: 49/F, China Merchants Bank Tower, No.7088 Shennan

Boulevard, Shenzhen, the PRCPostcode: 518040Contact person: Pi Lei, Zhang ZhiTel: (86 755) 8319 5829, 8319 5833Fax: (86 755) 8319 5109

2. All shareholders and proxies of the shareholders attending the Meeting shall take

care of their own transportation fee, accommodation and other related expenses.

3. As at the date of this notice, 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, Fu Gangfeng, Hong Xiaoyuan and Su Min;

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.

By order of the Board of Directors of

China Merchants Bank Co., Ltd.Li Jianhong

Chairman

13 May 2016


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