China Merchants Bank : ·PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND PROPOSED APPOINT...

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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)

PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

AND PROPOSED APPOINTMENT OF A SHAREHOLDER SUPERVISOR

PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

Given that Mr. Leung Kam Chung, Antony tendered his resignation as an Independent Non-executive Director (the "Independent Non-executiveDirector" or "Independent Director") and a member of the Remuneration and Appraisal Committee under the board of directors (the "Board of Directors") of China Merchants Bank Co., Ltd. (the "Company" or the "Bank") due to the expiry of his tenure, and Mr. Zhao Jun tendered his resignation as an Independent Non-executive Director of the Company, a member of the Audit Committee under the Board of Directors and the chairman of the Related Party Transactions Management and Consumer Rights Protection Committee under the Board of Directors due to the expiry of his tenure, the Company held a meeting of the Board of Directors on 20 May 2021, on which the "Resolution on Nomination of Mr. Li Chaoxian as an Independent Director" and the "Resolution on Nomination of Mr. Shi Yongdong as an Independent Director" were reviewed and approved unanimously. Mr. Li Chaoxian and Mr. Shi Yongdong, who were nominated by the Nomination Committee under the Board of Directors, were resolved to be candidates for Independent Directors of the eleventh session of the Board of Directors of the Company, and will be proposed to the 2020 annual general meeting for election. After passing the election at the general meeting, the qualifications of Mr. Li Chaoxian and Mr. Shi Yongdong for serving as Independent Directors shall be submitted to China Banking and Insurance Regulatory Commission ("CBIRC") for review, and their terms of office will be effective from the date of approval until the date of expiry of the eleventh session of the Board of Directors. Before the qualifications of Mr. Li Chaoxian and Mr. Shi Yongdong for serving as Independent Directors are approved, Mr. Leung Kam Chung, Antony and Mr. Zhao Jun will continue to perform their duties as Independent Directors and in special committees under the Board of Directors in accordance with the provisions of relevant laws, regulations and requirements of the Articles of Association of China Merchants Bank Co., Ltd..

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The biographical details of candidates for Independent Non-executive Directors are set out below:

Mr. Li Chaoxian was born in September 1958, and obtained a doctorate in Industrial Economics and a master's degree in Statistics, respectively from Renmin University of China. He is currently a professor and doctoral supervisor of Beijing Technology and Business University, and concurrently serves as an independent director of China World Trade Center Company Limited (a company

listed on the Shanghai Stock Exchange) and an independent director of Beijing HuaDaJianYe Engineering Management Co., Ltd. (北京華達建業工程管理股份有限公司) (a company listed on

the National Equities Exchange and Quotations). He served as the deputy director and director of the Finance Department of Beijing Technology and Business University, deputy dean and dean of the School of Economics of Beijing Technology and Business University, chief of the Academic Affairs Office of Beijing Technology and Business University, and vice president of Beijing Technology and Business University.

Mr. Shi Yongdong was born in November 1968, and obtained a doctorate in Economics from Dongbei University of Finance and Economics and a master's degree in Applied Mathematics from Jilin University. He is currently the dean of the School of Applied Finance and Behavioral Sciences of Dongbei University of Finance and Economics, and concurrently serves as a council member

of China Finance Society, a standing council member of the Chinese Finance Annual Meeting (中 國金融學年會) and the Chinese Financial Projects Annual Meeting (中國金融工程學年會), and

a standing council member of the International Symposium on Financial Systems Engineering and Risk Management (金融系統工程與風險管理國際年會). He served as the deputy dean of

the School of Finance, director of the Applied Finance Center, chief of the scientific research department in Dongbei University of Finance and Economics, an independent director of Dalian Huarui Heavy Industry Group Co., Ltd. (a company listed on the Shenzhen Stock Exchange), and an independent director of Bank of Anshan Co., Ltd..

If the above candidates for Directors are elected as Independent Non-executive Directors of the Company, their qualifications shall be submitted to the CBIRC for review, and their terms of office will be effective from the date of approval until the date of expiry of the eleventh session of the Board of Directors. Each of them will receive RMB0.5 million annually as pre-tax Director fee. Save as disclosed above, the above candidates for Directors do not hold any director or supervisor position in any other listed public companies during the last three years, nor have any major appointment or qualification. Save as disclosed above, they do not have any other relationship with any other Directors, Supervisors or senior management or substantial shareholders of the Company.

As at the date of this announcement, each of the above candidates for Directors does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), nor has he been penalised by the PRC securities regulatory authority and other departments or punished by any stock exchange.

In addition, there is no other information in relation to the above candidates for Directors which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") (the "Hong Kong Listing Rules"). Save for the above, there is no other matter that needs to be brought to the attention of the shareholders of the Company.

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In consideration of the candidates for Independent Directors, the Nomination Committee under the Board of Directors of the Company has considered their past performance and their written confirmations of independence to the Company under Rule 3.13 of the Hong Kong Listing Rules, and also taken into consideration their skills, background, knowledge and experience. Mr. Li Chaoxian has extensive experience in applied economics, economic statistics and other fields and Mr. Shi Yongdong has extensive experience in finance, risk management and other fields. The Company is of the view that the above candidates for Directors would contribute to the diversity of the Board of Directors and they are able to devote sufficient time to the Company.

PROPOSED APPOINTMENT OF A SHAREHOLDER SUPERVISOR

Given that Mr. Wen Jianguo resigned as a Shareholder Supervisor (the "Supervisor") of the Company and a member of the Nomination Committee under the Board of Supervisors (the "Board of Supervisors") due to change of work arrangement, the Company held a meeting of the Board of Supervisors on 20 May 2021, on which the "Resolution on Nomination of Mr. Guo Xikun as a Shareholder Supervisor" was reviewed and approved unanimously. Mr. Guo Xikun was resolved to be a candidate for Shareholder Supervisor of the eleventh session of the Board of Supervisors of the Company, and will be proposed to the 2020 annual general meeting for election. The term of office of Mr. Guo Xikun will be effective from the date of passing the election at the general meeting until the date of expiry of the eleventh session of the Board of Supervisors.

The biographical details of Mr. Guo Xikun are set out below:

Mr. Guo Xikun was born in September 1965, and holds a bachelor's degree and a master's degree. He is a senior accountant. He is currently the vice president and chief financial officer of Qinhuangdao Port Co., Ltd. (a company listed on the Shanghai Stock Exchange and the Hong Kong Stock Exchange) and concurrently serves as the vice chairman of Hebei Port Group Finance Company Limited, supervisor of National Coal Exchange Co., Ltd., and the chairman of Qinhuangdao Chief Accountants Association. He served as the deputy chief of the Finance Division of the Qinhuangdao Port Authority, deputy director and director of the Finance Department of Qinhuangdao Port Group Co., Ltd., and successively served as the head of the Finance Department, deputy chief financial officer, chief financial officer and deputy general manager of Qinhuangdao Port Co., Ltd..

If Mr. Guo Xikun is elected as a Shareholder Supervisor of the Company, his term of office will be effective from the date of passing the election at the general meeting until the date of expiry of the eleventh session of the Board of Supervisors, and he will not receive any Supervisor remuneration. Save as disclosed above, Mr. Guo Xikun does not hold any director or supervisor position in any other listed public companies during the last three years, nor has any other major appointment or qualification. Save as disclosed above, Mr. Guo Xikun does not have any relationship with any other Directors, Supervisors or senior management or substantial shareholders of the Company.

As at the date of this announcement, Mr. Guo Xikun does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance, nor has he been penalised by the PRC securities regulatory authority and other departments or punished by any stock exchange.

In addition, there is no other information in relation to Mr. Guo Xikun which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules. Save for the above, there is no other matter that needs to be brought to the attention of the shareholders of the Company.

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GENERAL

A circular of the general meeting in relation to the election of Mr. Li Chaoxian and Mr. Shi Yongdong as Independent Non-executive Directors of the Company, the election of Mr. Guo Xikun as a Shareholder Supervisor of the Company, notice of the general meeting together with the proxy form for the general meeting are expected to be despatched to the H shareholders of the Company subsequently.

By Order of the Board of Directors

China Merchants Bank Co., Ltd.

Liu Jianjun Ho Wing Tsz Wendy

Joint Company Secretaries

20 May 2021

As at the date of this announcement, the executive directors of the Company are Tian Huiyu, Liu Jianjun and Wang Liang; the non-executive directors of the Company are Miao Jianmin, 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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