China Merchants Bank : ·RE-ELECTION OF THE BOARD OF DIRECTORS AND THE BOARD OF SUPERVISORS ON CHANGE OF ...

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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)

RE-ELECTION OF THE BOARD OF DIRECTORS AND THE BOARD OF

SUPERVISORS ON CHANGE OF SESSION

INTRODUCTION

A meeting of the board of directors (the "Board of Directors") of China Merchants Bank Co., Ltd. (the "Company" or "China Merchants Bank") was convened on 25 April 2019, at which, the "Resolution regarding the list of the candidates for the Directors of the Eleventh Session of the Board of Directors of China Merchants Bank" and the "Notice of 2018 Annual General Meeting" were considered and unanimously approved. The Company will convene its 2018 Annual General Meeting on 27 June 2019.

A meeting of the board of supervisors (the "Board of Supervisors") of the Company was convened on 25 April 2019, at which, the "Resolution regarding the list of the candidates for the Shareholder Supervisors and external Supervisors for the Eleventh Session of the Board of Supervisors of China Merchants Bank" was considered and unanimously approved.

The above resolutions are subject to consideration and approval at the general meeting of the Company. A circular containing, among other things, the details of the candidates for the Directors of the Eleventh Session of the Board of Directors and the candidates for the Shareholder Supervisors and external Supervisors of the Eleventh Session of the Board of Supervisors of the Company, will be dispatched to the Shareholders as soon as practicable.

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

The list of candidates for the Directors of the Eleventh Session of the Board of Directors, which has been reviewed and approved by the Board of Directors of the Company is as follows:

(1)Seven candidates for Shareholder Directors1, i.e. Li Jianhong, Fu Gangfeng, Zhou Song, Hong Xiaoyuan, Zhang Jian, Su Min and Luo Sheng;

(2)Three candidates for executive Directors, i.e. Tian Huiyu, Liu Jianjun and Wang Liang;

(3)Five candidates for independent Directors, i.e. Leung Kam Chung, Antony, Zhao Jun, Wong See Hong, Li Menggang and Liu Qiao.

1.Shareholder Directors are non-executive Directors

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The Board of Directors agreed to submit the above list of candidates for the Directors for voting at the general meeting of the Company. The above-mentioned seven candidates for Shareholder Directors, three candidates for executive Directors and five candidates for independent Directors shall be elected on the single-candidate election principle at the general meeting of the Company.

In addition, among the incumbent independent Directors, Mr. Pan Chengwei's term of office has expired. The Company is in the process of selecting a candidate for a new independent Director. According to the regulatory requirements, Mr. Pan Chengwei shall continue to fulfill his duties until a new independent Director takes office.

The Directors of the Eleventh Session of the Board of Directors of the Company will serve for a term of three years. The qualifications of the newly elected Directors shall be subject to approval by the China Banking and Insurance Regulatory Commission (the "CBIRC"), and their terms of office shall be effective from the date of approval of their qualifications by the CBIRC. Appointments of re-elected Directors shall be effective from the date of approval at the general meeting of the Company .

The Eleventh Session of the Board of Supervisors of the Company remains comprising of nine Supervisors, including three Shareholder Supervisors, three external Supervisors and three employee Supervisors. The Board of Supervisors has considered and approved the list of candidates for Shareholder Supervisors and external Supervisors of the Eleventh Session of the Board of Supervisors of the Company for voting at the general meeting of the Company as follows:

(1)Three candidates for Shareholder Supervisors, i.e. Peng Bihong, Wu Heng and Wen Jianguo.

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

The Supervisors of the Eleventh Session of the Board of Supervisors will serve for a term of three years. The terms of Shareholder Supervisors and external Supervisors shall be effective from the date of approval at the general meeting of the Company until expiry of the Eleventh Session of the Board of Supervisors.

This resolution will be submitted to the general meeting of the Company for consideration.

Three employee Supervisors will be elected democratically at the Worker's Congress of the Company and announced separately. The terms of employee Supervisors are the same as those of Shareholder Supervisors and external Supervisors.

The following are the biographical details of the candidates for Directors, Shareholder Supervisors and external Supervisors:

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CANDIDATES FOR SHAREHOLDER DIRECTORS

Mr. Li Jianhong, aged 62, is the chairman and a non-executive Director of the Company. Mr. Li 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 a senior economist. He currently serves as the chairman of China Merchants Group Ltd. and concurrently as the chairman of China Merchants RenHe Life Insurance Co., Ltd.. He has served as the vice-president of China Ocean Shipping (Group) Company, and a director and the president of China Merchants Group Ltd.. He has also been chairman of Board of Directors of China Merchants Port Holdings Company Limited (a company listed on The Stock Exchange of Hong Kong Limited ("Hong Kong Stock Exchange")), chairman of China International Marine Containers (Group) Limited (a company listed on Hong Kong Stock Exchange and Shenzhen Stock Exchange), chairman of China Merchants Capital Investments Co., Ltd., chairman of China Merchants Energy Shipping Company Limited (a company listed on Shanghai Stock Exchange) and chairman of China Merchants Huajian Highway Investment Company Limited.

As far as the Company is aware, as at the date of this announcement, Mr. Li does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Li has not been penalised by the PRC securities regulatory authority and other departments or punished by any stock exchange.

Mr. Fu Gangfeng, aged 52, is the vice-chairman and a non-executive Director of the Company. He obtained a bachelor's degree in Finance and a master's degree in Management Engineering from Xi'an Highway College and is a senior accountant. Mr. Fu currently serves as a director and general

manager of China Merchants Group Ltd. and concurrently as the chairman of China Merchants Port Group Company Limited. (招商局港口集團股份有限公司) (a company listed on Shenzhen Stock

Exchange), an executive director and the chairman of the Board of Directors of China Merchants Port Holdings Company Limited (a company listed on Hong Kong Stock Exchange) as well as the chairman of the Board of Supervisors of China Merchants RenHe Life Insurance Co., Ltd.. He was the deputy director of the Shekou ZhongHua Certified Public Accountants, director of the chief accountant office and deputy chief accountant of China Merchants Shekou Industrial Zone Co., Ltd., chief financial officer of China Merchants Shekou Holdings Co., Ltd., chief financial officer of China Merchants Shekou Industrial Zone Co., Ltd., general manager of the finance division of China Merchants Group Ltd., the chief financial officer of China Merchants Group Ltd., the chief

accountant of China Merchants Group Ltd. and the vice-chairman of China Merchants Shekou Industrial Zone Holdings Co., Ltd. (招商局蛇口工業區控股股份有限公司).

As far as the Company is aware, as at the date of this announcement, Mr. Fu does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Fu has not been penalised by the PRC securities regulatory authority and other departments or punished by any stock exchange.

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Mr. Zhou Song, aged 47, is a non-executive Director of the Company. Mr. Zhou obtained a master's degree in World Economics from Wuhan University. Mr. Zhou currently serves as the chief accountant of China Merchants Group Ltd., chairman of China Merchants Capital Investment Co.,

Ltd., the chairman of Shenzhen China Merchants Ping An Asset Management Co., Ltd. (深圳市招 商平安資產管理有限責任公司) and chairman of China Merchants Finance Co., Ltd. (招商局集團

財務有限公司). Mr. Zhou has served successively as deputy general manager of the planning and finance department of the head office of China Merchants Bank, deputy general manager of Wuhan Branch, the deputy general manager (in charge of work) and general manager of the planning and finance department of the head office, the employee Supervisor of China Merchants Bank, the business director and general manager of the assets and liabilities management department of the head office, the president of interbank financial department, general manager of the assets management department of the head office, business director of the head office, the president of investment banking and financial market department, general manager of the assets management department of the head office and business director of the head office of China Merchants Bank.

As far as the Company is aware, as at the date of this announcement, Mr. Zhou's spouse holds 23,282 A shares in the Company. Save as disclosed above, Mr. Zhou does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Zhou has not been penalised by the PRC securities regulatory authority and other departments or punished by any stock exchange.

Mr. Hong Xiaoyuan, aged 56, is a non-executive Director of the Company. Mr. Hong has a master's degree in Economics from Peking University and a master's degree in Science from Australian National University. He is a senior economist. Mr. Hong currently serves as a director of China Merchants Holdings (Hong Kong) Company Limited, an assistant general manager of China Merchants Group Ltd., the director (executive) of the executive committee of the China Merchants Financial Group/Platform as well as the chairman of China Merchants Finance Holdings Co., Ltd.

Limited. He concurrently serves as chairman of China Merchants Finance Investment Holdings Co., Ltd., Shenzhen CMB Qianhai Financial Assets Exchange Centre Co., Ltd. (深圳市招銀前海 金融資產交易中心有限公司), China Merchants United Development Company Limited, China

Merchants Innovative Investment Management Co., Ltd., respectively, and a director of China Merchants RenHe Life Insurance Co., Ltd.. He was a director of China Merchants Securities Co., Ltd. (a company then listed on Shanghai Stock Exchange), the chairman of the Board of Directors of China Merchants China Direct Investments Limited (a company listed on Hong Kong Stock Exchange), and a vice-chairman of China Merchants Capital Investments Co., Ltd..

As far as the Company is aware, as at the date of this announcement, Mr. Hong does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Hong has not been penalised by the PRC securities regulatory authority and other departments or punished by any stock exchange.

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Mr. Zhang Jian, aged 54, a non-executive Director of the Company, obtained a bachelor's degree in Economics and Management from the Department of Economics of Nanjing University and a master's degree in Econometrics from the Business School of Nanjing University. Mr. Zhang is a senior economist. He currently serves as chief digital officer and the general manager of Finance Department of China Merchants Group Ltd. and a deputy director (executive) of the executive committee of the China Merchants Financial Group/Platform. He is also a director of China

Merchants Innovative Investment Management Co., Ltd., a director of China Merchants Innovative Investment (International) Co., Ltd. (招商局創新投資（國際）有限公司), a director of China

Merchants Innovation Investment General Partnership (International) Co., Ltd. (招商局創新投資普 通合夥（國際）有限公司), a director of Shi Jin Shi Credit Service Co., Ltd. (試金石信用服務有限 公司), a director of Siyuanhe Equity Investment Management Co., Ltd. (四源合股權投資管理有限

公司), a director of Shenzhen CMB Qianhai Financial Asset Exchange Centre Co., Ltd., chairman of China Merchants Financial Technology Co., Ltd. (招商局金融科技有限公司), chairman of

the Board of Directors of China Merchants China Direct Investments Limited (a company listed on Hong Kong Stock Exchange) and vice-chairman of China Merchants Capital Investments Co., Ltd.. Mr. Zhang has held various positions including the general manager of the Suzhou Branch of China Merchants Bank, deputy general manager of the corporate banking department at the head office of China Merchants Bank (in charge of work), Business Director and general manager of the corporate banking department at the head office of China Merchants Bank, Business Director and general manager of the Credit Risk Management Department at the head office of China Merchants Bank and Business Director and General Manager of Comprehensive Risk Management Office at

the head office of China Merchants Bank, a director of China Merchants Insurance Holdings Co., Ltd. (招商局保險控股有限公司)and a director of China Merchants Ping An Asset Management

Co., Ltd. as well as a deputy general manager of China Merchants Finance Holdings Co., Ltd..

As far as the Company is aware, as at the date of this announcement, Mr. Zhang does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Zhang has not been penalised by the PRC securities regulatory authority and other departments or punished by any stock exchange.

Ms. Su Min, aged 51, is a non-executive Director of the Company. She obtained a bachelor's degree in Finance from Shanghai University of Finance and Economics and a master's degree in Business Administration from China University of Technology. Ms. Su is a senior accountant, certified public accountant and certified public valuer. She currently serves as a deputy director (executive) of the executive committee of the China Merchants Financial Group/Platform and concurrently as a director of China Merchants Securities Co., Ltd. (a company listed on Hong Kong Stock Exchange and Shanghai Stock Exchange). She has served as the deputy director of Property Office of the State-owned Assets Supervision and Administration Commission of Anhui Province, a director of Huishang Bank, a deputy general manager and chief accountant of Anhui Energy Group Co., Ltd., the chief accountant and a member of the Communist Party of China of

China Shipping (Group) Company, the chairman of China Shipping Finance Co., Ltd, chairman of COSCO Financial Leasing Co., Ltd. (中海融資租賃公司), a director of Bank of Kunlun and

a director of China Shipping Development Co., Ltd. (a company listed on Hong Kong Stock Exchange and Shanghai Stock Exchange) and China Shipping Container Lines Company Limited (a

company listed on Hong Kong Stock Exchange and Shanghai Stock Exchange), a director of China Merchants Innovative Investment Management Co., Ltd. (招商局創新投資管理有限責任公司),

a supervisor of China Merchants Capital Investments Co., Ltd. and a general manager of China Merchants Finance Holdings Co., Ltd.

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