China Merchants Bank : ·ANNOUNCEMENT ON THE ISSUANCE OF WRITE-DOWN UNDATED CAPITAL BONDS

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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)

(H Share Stock Code: 03968)

(Preference Share Stock Code: 04614)

ANNOUNCEMENT ON THE ISSUANCE OF WRITE-DOWN

UNDATED CAPITAL BONDS

In accordance with the "Proposal regarding the General Mandate to issue Write-down Undated Capital Bonds" (the "General Mandate Resolution"), which was considered and approved at the 2018 annual general meeting of China Merchants Bank Co., Ltd. (the "Company"), the Company considered and approved the "Proposal regarding the Issuance of Write-down Undated Capital Bonds" at the 3rd meeting of the Eleventh Session of the Board of Directors (the "Board of Directors") held on 23 August 2019, the details are as follows:

1. Initiate the issuance of write-down undated capital bonds

The Company has decided to initiate the issuance of write-down undated capital bonds of no more than RMB50 billion (the "Bonds"). The resolution is valid from the date of consideration and approval of the resolution by the Board of Directors to 31 December 2020.

1. The issuance plan of the Bonds
2. 1. Issue size: not more than RMB50 billion;
   2. Issue type: write-down undated capital bonds with terms satisfying the requirements under the Administrative Measures on Capital of Commercial Banks (Trial), Guiding Opinions on Commercial Banks' Innovation on Capital Instruments, Opinions on Further Supporting Commercial Banks' Innovation on Capital Instruments and other relevant requirements;
   3. Term: consistent with the duration of the ongoing operation of the Company;
   4. Redemption option: the Company shall be entitled to redeem the Bonds in whole or in part with the approval of the regulatory authorities after 5 years from the date of issuance;
   5. Means of loss absorption: upon the occurrence of the triggering events specified in the issuing document(s), losses will be absorbed by means of write-down;

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1. Use of proceeds: to include in the additional tier 1 capital of the Company in due course according to the applicable laws and subject to the approval of the regulatory authorities;
2. Issue place: the Bonds shall be issued in the domestic market of the PRC;
3. Types of currency: RMB;
4. Method to determine the target investors: the target investors of the Bonds shall be determined in accordance with the laws and regulations as well as regulatory documents applicable at the time of issuance of the Bonds;
5. Method to determine the issue window: within the issuance period approved by the regulatory authorities, comprehensively considering the market fund conditions, the trends of interest rate and other factors, to select the optimal issue window and issue the Bonds when appropriate opportunities arise;
6. Method to determine the distribution rate: the distribution rate at the time of issuance shall be determined with reference to the market interest rate in the manner approved by the regulatory authorities;
7. Method of issuance: the domestic issuance shall be issued publicly by the syndicate formed by lead underwriters through book building or bidding or other methods approved by the regulatory authorities in the National Inter-Bank Bond Market;
8. Issue tranches: the Bonds can be opted to be issued in one tranche or multiple tranches within the issuance period approved by the regulatory authorities. The specific plan of issue tranches shall be determined in combination with the guidance of the regulatory authorities and the needs of the Company, and the filing procedures shall be performed in each tranche.

The above issuance plan is valid from the date of consideration and approval of the resolution by the Board of Directors to 31 December 2020.

1. Matters relating to authorisation
2. 1. Authorisation in connection with the matters during the issuance period of the Bonds
      The Board of Directors authorised the President and Executive Vice President in charge of relevant issues of the Bonds of the Company to jointly handle the matters regarding the issuance of the Bonds based on the issuance plan of the Bonds, and under the framework and principles as considered and passed at the general meeting. The specific contents and scope of the authorisation shall include but not limited to:
      1. Determining the specific issue tranches of the Bonds, actual issue amount, specific issue time, actual target investors, the specific contents of issue terms, final interest rate of issuance, final bond price, dealing with the registration and depository of the Bonds, applying for listing of the Bonds, conducting the negotiations on the issuance of the Bonds and signing relevant legal documents;

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1. Reporting to relevant regulatory authorities on the issuance of the Bonds, and making appropriate adjustments to the issuance plan, reporting documents, bond name, formulation of the terms and other matters relating to the Bonds in accordance with the provisions and approval requirements stipulated by relevant regulatory authorities;
2. Other specific matters relating to the issuance of the Bonds.

The term for the relevant authorisation shall commence from the date of consideration and approval of the resolution by the Board of Directors to 31 December 2020.

1. Authorisation in connection with the matters during the term of the Bonds
   The Board of Directors authorised the President and the Executive Vice President in charge of relevant issues of the Bonds of the Company to jointly exercise the full power to handle related matters based on actual circumstances and under the framework and principles as considered and passed at the general meeting from the completion date of the issuance of the Bonds. The specific contents and scope of the authorisation shall include but not limited to, the arrangement for payment of principal and interest of the Bonds, the exercise of the redemption option subject to the redemption conditions and making write-downs upon the occurrence of the triggering events as agreed.

Regarding the issuance of the Bonds, the Company will perform its information disclosure obligations in accordance with relevant regulatory requirements.

By Order of the Board

China Merchants Bank Co., Ltd.

Liu Jianjun Seng Sze Ka Mee Natalia

Joint Company Secretaries

23 August 2019

As at the date of this announcement, the executive director of the Company is Tian Huiyu; the non-executive directors of the Company are Li Jianhong, Fu Gangfeng, Zhou Song, Hong Xiaoyuan, Zhang Jian, Su Min, Wang Daxiong and Luo Sheng; and the independent non-executive directors of the Company are Leung Kam Chung, Antony, Zhao Jun, Wong See Hong, Li Menggang, Liu Qiao and Tian Hongqi.

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