China Merchants Bank : ·SUPPLEMENTAL CIRCULAR TO CONSIDER AND APPROVE THE PROPOSAL REGARDING THE ADDITIO...

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in China Merchants Bank Co., Ltd., you shall at once hand this supplemental circular, together with the First Circular, and the related proxy form and reply slip to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

(H Share Stock Code: 03968)

(Preference Share Stock Code: 04614)

SUPPLEMENTAL CIRCULAR

TO CONSIDER AND APPROVE THE PROPOSAL REGARDING THE

ADDITION OF DIRECTORS OF THE ELEVENTH SESSION OF

THE BOARD OF DIRECTORS AND SUPERVISOR OF

THE ELEVENTH SESSION OF THE BOARD OF

SUPERVISORS OF

CHINA MERCHANTS BANK,

TO CONSIDER AND APPROVE THE PROPOSAL REGARDING THE

GENERAL MANDATE TO ISSUE WRITE-DOWN UNDATED

CAPITAL BONDS,

AND

SUPPLEMENTAL NOTICE OF 2018 AGM

This supplemental circular should be read in conjunction with the First Circular.

A notice of the AGM to be held at the Conference Room, 5/F, China Merchants Bank Tower, 7088 Shennan Boulevard, Futian District, Shenzhen, Guangdong, the PRC, at 9:00 a.m. on Thursday, 27 June 2019 is set out in the First Circular. A supplemental notice of the 2018 AGM dated 11 June 2019 is set out on pages 11 to 15 of this supplemental circular.

The additional resolutions will be presented at the AGM, the details of which are set out in the supplemental circular. The second proxy form for the AGM which contains the additional resolutions to be proposed at the AGM is enclosed herewith and also published on the websites of the Hong Kong Stock Exchange (www.hkex.com.hk) and the Company (www.cmbchina.com). The second proxy form for the AGM enclosed herewith shall supersede the proxy form for the AGM enclosed with the First Circular. Shareholders who intend to appoint a proxy to attend the AGM shall complete the enclosed second proxy form for the AGM in accordance with the instructions printed thereon and return the same 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 second proxy form for the AGM will not preclude you from attending the AGM and voting in person if you so wish.

11 June 2019

	CONTENTS
	Page
Definitions . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board of Directors .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1. Introduction . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

2. Proposal Regarding the Addition of Directors of the Eleventh Session of the Board of Directors and Supervisor of the Eleventh Session of

the Board of Supervisors of China Merchants Bank . . . . . . . . . . . . . . . .

4

3. Proposal Regarding the General Mandate to Issue Write-down Undated

	Capital Bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
4.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Supplemental Notice of the 2018 Annual General Meeting . . . . . . . . . . . . . . . . . .	11

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DEFINITIONS

Unless the context requires otherwise, all terms and expressions in the supplemental circular and the First Circular shall have the same meanings. In this supplemental circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"AGM", "2018 AGM" or	the 2018 Annual General Meeting of the Company to be
"General Meeting"	held at the Conference Room, 5/F, China Merchants Bank
	Tower, No. 7088 Shennan Boulevard, Futian District,
	Shenzhen, Guangdong, the PRC at 9:00 a.m. on
	Thursday, 27 June 2019 to consider and approve the
	matters referred to in the First Circular and this
	supplemental circular
"Articles of Association"	the Articles of Association and the Rules of Procedures of
	the Company, as amended from time to time
"Board of Directors"	the board of Directors of the Company
"Board of Supervisors"	the board of Supervisors of the Company
"CBIRC"	China Banking and Insurance Regulatory Commission
"Company Law"	the Company Law of the People's Republic of China (as
	amended from time to time)
"Company", "Bank" or	China Merchants Bank Co., Ltd., a joint stock company
"China Merchants Bank"	incorporated in the PRC with limited liability, and the H
	Shares and Offshore Preference Shares of which are
	listed on the main board of the Hong Kong Stock
	Exchange (H Share Stock Code: 03968; Offshore
	Preference Share Stock Code: 04614)
"CSRC"	China Securities Regulatory Commission
"Director(s)"	director(s) of the Company
"Domestic Shares", "A Shares"	the ordinary shares in the Company's capital, with a
	nominal value of RMB1.00 each, which are subscribed
	for and paid up in Renminbi
"First Circular"	the circular issued by the Company to its Shareholders on
	10 May 2019

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	DEFINITIONS
"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
"Latest Practicable Date"	6 June 2019, being the latest practicable date prior to the
	printing of this supplemental circular for ascertaining
	certain information contained herein
"Ordinary Shares"	A Shares and/or H Shares
"PRC" or "China"	the People's Republic of China, excluding, for the
	purpose of this supplemental circular only, Hong Kong
	Special Administrative Region, Macau Special
	Administrative Region and Taiwan
"RMB"	Renminbi, the lawful currency of the PRC
"Securities and Futures	the Securities and Futures Ordinance (Chapter 571 of the
Ordinance"	Laws of Hong Kong)
"Share(s)"	the H Share(s) and Domestic Share(s) of the Company
"Shareholder(s)"	holder(s) of the Share(s) of the Company
"Supervisor(s)"	supervisor(s) of the Company

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LETTER FROM THE BOARD OF DIRECTORS

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)

Executive Director:	Registered address:
Tian Huiyu	China Merchants Bank Tower
	No. 7088 Shennan Boulevard
	Futian District
Non-executive Directors:	Shenzhen 518040
Li Jianhong	Guangdong
Fu Gangfeng	PRC
Sun Yueying
Zhou Song	Principal place of business
Hong Xiaoyuan	in Hong Kong:
Zhang Jian	31F, Three Exchange Square
Su Min	8 Connaught Place
Wang Daxiong	Central
	Hong Kong
Independent Non-executive Directors:
Leung Kam Chung, Antony
Pan Chengwei
Zhao Jun
Wong See Hong
Li Menggang
Liu Qiao
	11 June 2019
To the Shareholders
Dear Sir or Madam,

TO CONSIDER AND APPROVE THE PROPOSAL REGARDING THE

ADDITION OF DIRECTORS OF THE ELEVENTH SESSION OF

THE BOARD OF DIRECTORS AND SUPERVISOR OF

THE ELEVENTH SESSION OF THE BOARD OF

SUPERVISORS OF

CHINA MERCHANTS BANK,

TO CONSIDER AND APPROVE THE PROPOSAL REGARDING THE

GENERAL MANDATE TO ISSUE WRITE-DOWN UNDATED

CAPITAL BONDS,

AND

SUPPLEMENTAL NOTICE OF 2018 AGM

1. INTRODUCTION

This supplemental circular should be read in conjunction with the First Circular.

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