China Merchants Securities : PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR AND NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this 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 circular and the related proxy form 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 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 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)

PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR

AND

NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING

The Company will convene the EGM at 9:30 a.m. on Wednesday, 9 September 2020 at the Conference Room, 5/F, China Merchants Bank Tower, No. 7088 Shennan Boulevard, Futian District, Shenzhen, Guangdong, the PRC. A notice convening the EGM is set out on pages 7 to 10 of this circular.

A form of proxy for use at the EGM is enclosed herewith and is also published on the websites of the Hong Kong Stock Exchange (www.hkex.com.hk) and the Company (www.cmbchina.com). Shareholders who intend to appoint a proxy to attend the EGM 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 EGM (i.e. not later than 9:30 a.m. on Tuesday, 8 September 2020) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending the EGM and voting in person if you so wish.

24 August 2020

	CONTENTS
		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Appointment of Non-executive Director . . . . . . . . . . . . . . . . . . . . . . .	4
3.	EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Notice of 2020 First Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . .	7

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DEFINITIONS

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

"Articles of Association"	the Articles of Association and the Rules of Procedures of
	the Company, as amended from time to time
"Board"	the board of Directors
"CBIRC"	China Banking and Insurance Regulatory Commission
"China Merchants Bank",	China Merchants Bank Co., Ltd., a joint stock company
"Company" or "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)
"Director(s)"	director(s) of the Company
"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

"EGM", "2020 First Extraordinary General Meeting" or "General Meeting"

the 2020 First Extraordinary General Meeting of the Company to be held at the Conference Room, 5/F, China Merchants Bank Tower, No. 7088 Shennan Boulevard, Futian District, Shenzhen, Guangdong, the PRC on Wednesday, 9 September 2020 at 9:30 a.m.

"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

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	DEFINITIONS
"Latest Practicable Date"	18 August 2020, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information contained herein
"Non-executive Director(s)"	non-executive director(s) of the Company
"PRC" or "China"	the People's Republic of China
"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 A Share(s)
"Shareholder(s)"	holder(s) of the Share(s)

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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 Directors:	Registered address:
Tian Huiyu	China Merchants Bank Tower
Liu Jianjun	No. 7088 Shennan Boulevard
Wang Liang	Futian District
	Shenzhen 518040
Non-executive Directors:	Guangdong
Li Jianhong	PRC
Fu Gangfeng
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
Luo Sheng	Hong Kong
Independent Non-executive Directors:
Leung Kam Chung, Antony
Zhao Jun
Wong See Hong
Li Menggang
Liu Qiao
Tian Hongqi
	24 August 2020
To the Shareholders
Dear Sir or Madam,

PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR

AND

NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you the Notice of EGM and provide you with relevant information regarding the proposal to be considered at the General Meeting.

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LETTER FROM THE BOARD OF DIRECTORS

2. PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR

Since Mr. Li Jianhong had resigned as the Chairman, Non-executive Director, Chairman of the Strategy Committee of the Board and member of the Nomination Committee of the Board due to change of work arrangement, a meeting of the Board was convened by the Company on 18 August 2020, at which, the "Resolution regarding the Nomination of Mr. Miao Jianmin as a Non-executive Director" was considered and unanimously approved:

1. The nomination of Mr. Miao Jianmin as a Non-executive Director of the eleventh session of the Board was agreed, and his term shall last until the expiry of the eleventh session of the Board. This resolution will be submitted for consideration at the 2020 First Extraordinary General Meeting, and the appointment qualification of Director will be submitted to the CBIRC for approval after the resolution being considered and approved at the General Meeting.
2. In accordance with the relevant requirements of the Articles of Association, in order to ensure the soundness of corporate governance of the Company and the Company's normal operation, Mr. Li Jianhong will continue to perform the duties as the Chairman, Non-executive Director, Chairman of the Strategy Committee of the Board and member of the Nomination Committee of the Board until the date on which the qualifications for the new Non-executive Director elected at the General Meeting and the new Chairman elected at the meeting of the Board are approved by the CBIRC.

The biographical details of Mr. Miao Jianmin are set out below:

Mr. Miao Jianmin was born in 1965, holds a doctorate in economics and he is an alternate member of the nineteenth Central Committee of the Communist Party of China. Mr. Miao is currently the chairman of China Merchants Group Ltd.. Mr. Miao was the vice chairman and president of China Life Insurance (Group) Company, the vice chairman, president and chairman of The People's Insurance Company (Group) of China Limited, the chairman of PICC Property and Casualty Company Limited, the chairman of PICC Asset Management Company Limited, the chairman of PICC Health Insurance Company Limited, the chairman of The People's Insurance Company of China (Hong Kong), Limited, the chairman of PICC Capital Investment Management Company Limited, the chairman of PICC Pension Company Limited and the chairman of PICC Life Insurance Company Limited.

If Mr. Miao is appointed as a Non-executive Director, Mr. Miao will not receive any remuneration. Save as disclosed above, Mr. Miao does not hold any director or supervisor position in any other listed public companies, nor has any other major appointment or qualification during the the past three years. Save as disclosed above, Mr. Miao does not have any relationship with any other directors, supervisors or senior management or other substantial shareholders of the Company.

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LETTER FROM THE BOARD OF DIRECTORS

As at the Latest Practicable Date, Mr. Miao 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 proposed appointment of Mr. Miao as the Non-executive Director shall be disclosed under 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.

The above resolution shall be proposed to the General Meeting for consideration and the passing of such resolution shall be approved by more than half of the voting rights held by the Shareholders (including their proxies) with voting rights attending the General Meeting.

3. EGM

A notice convening the EGM to be held at the Conference Room, 5/F, China Merchants Bank Tower, No. 7088 Shennan Boulevard, Futian District, Shenzhen, Guangdong, the PRC on Wednesday, 9 September 2020 at 9:30 a.m. is set out on pages 7 to 10 of this circular. No Shareholder is required to abstain from voting in connection with the matter to be resolved at the EGM.

All votes of resolution at the EGM will be taken by poll pursuant to the Hong Kong Listing Rules.

Closure of register of members for the EGM

In order to determine the Shareholders of H Shares who will be entitled to attend the EGM, the register of members of the H Shares of the Company will be closed from Thursday, 3 September 2020 to Wednesday, 9 September 2020 (both days inclusive), during which period no transfer of shares will be registered.

In order to qualify to attend the EGM, holders of H Shares of the Company whose transfer documents have not been registered must lodge the transfer documents accompanied by the relevant share certificates with 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, 2 September 2020. Shareholders of H Shares whose names are recorded in the register of members of the Company as at the close of the afternoon trading session on Wednesday, 2 September 2020 are entitled to attend the EGM.

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LETTER FROM THE BOARD OF DIRECTORS

A form of proxy for use at the EGM is enclosed herewith and is also published on the websites of the Hong Kong Stock Exchange (www.hkex.com.hk) and the Company (www.cmbchina.com). Shareholders who intend to appoint a proxy to attend the EGM 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 EGM (i.e. not later than 9:30 a.m. on Tuesday, 8 September 2020) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending the EGM and voting in person if you so wish.

In accordance with the requirements regarding the prevention and control of the COVID-19 pandemic imposed by governments at all levels recently, the Company recommends the Shareholders of H Shares and attorneys duly authorised by the Shareholders of H Shares to attend the General Meeting by first appointing the chairman of the EGM to vote.

4. 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;

1. 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.

5. RECOMMENDATION

The Directors consider that the resolution set out in the Notice of EGM is in the interests of the Company and its Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolution to be proposed at the General Meeting.

Yours faithfully,

By order of the Board

China Merchants Bank Co., Ltd.

Li Jianhong

Chairman

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NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING

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)

NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Board of Directors of China Merchants Bank Co., Ltd. (the "Company" or "China Merchants Bank") has decided to hold its First Extraordinary General Meeting for 2020 (the "Meeting") on Wednesday, 9 September 2020. The details of the Meeting are provided as follows:

1. CONVENING OF THE MEETING

1. Time of the Physical Meeting
   The Meeting will commence at 9:30 a.m. on Wednesday, 9 September 2020.
2. Venue of the Physical Meeting

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

7088 Shennan Boulevard, Futian District, Shenzhen, Guangdong, the PRC.

1. Convenor
   The Meeting will be convened by the Board of Directors of the Company.
2. Way of Holding the Meeting

The Meeting will be held by way of physical voting and online voting (among which, online voting is for the shareholders of A Shares only).

1. Attendees
   1. All shareholders of A Shares of "China Merchants Bank" (600036) whose names appear on the register of members, kept by China Securities Depository and Clearing Corporation Limited, Shanghai Branch, as at the close of A Share trading session on the Shanghai Stock Exchange in the afternoon of Wednesday, 2 September 2020 (the "Shareholders of A Shares");

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NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING

1. 1. 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, as at the close of the afternoon trading session on Wednesday, 2 September 2020 (the "Shareholders of H Shares");
   2. The proxies appointed by the above shareholders;
   3. The directors, supervisors and senior management of the Company; and
   4. The intermediate agents engaged by the Company and the guests invited by the Board of Directors of the Company.
2. MATTER TO BE CONSIDERED AND APPROVED AT THE MEETING
   The following resolution will be considered and approved at the Meeting:

ORDINARY RESOLUTION

1. Resolution regarding the Election of Mr. Miao Jianmin as a Non-executive Director of the Company (note).

Note: For details, please refer to the circular of the Company dated 24 August 2020.

1. REGISTRATION OF THE MEETING
   Registration Matters for Shareholders of H Shares
   1. Closure of Register of Members of H Shares
   Closure of register of members for the 2020 First Extraordinary General Meeting

In order to determine the Shareholders of H Shares who will be entitled to attend the Meeting, the register of members of the Company will be closed from Thursday, 3 September 2020 to Wednesday, 9 September 2020 (both days inclusive), during which period no transfer of shares will be registered.

In order to qualify to attend the Meeting, the holders of H Shares of the Company whose transfer documents have not been registered must lodge the transfer documents accompanied by the relevant share certificates with 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, 2 September 2020. Shareholders of H Shares whose names are recorded in the register of members of the Company as at the close of the afternoon trading session on Wednesday, 2 September 2020 are entitled to attend the Meeting.

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NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING

2. Registration of Attendance

A qualified Shareholder of H Shares 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 authorised representative shall produce for registration a copy of the resolutions of the board of directors or the governing body appointing him/her.

In accordance with the requirements regarding the prevention and control of the COVID-19 pandemic imposed by governments at all levels recently, the Company recommends the Shareholders of H Shares and attorneys duly authorised by the Shareholders of H Shares to attend the Meeting by first appointing the chairman of the Meeting to vote.

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 attorney duly authorised in writing shall sign the proxy form. If the Shareholder of H Shares is a domestic legal entity, the proxy form must be under its company seal and signed by its legal representative; if the Shareholder of H Shares is an overseas legal entity, the proxy form must be either under its company seal or signed by its director(s) or the attorney(s) duly authorised by its board of directors. If the proxy form is signed by the attorney duly authorised by the Shareholder of H Shares, the power of attorney authorising that person 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 (i.e. not later than 9:30 a.m. on Tuesday, 8 September 2020) 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.

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NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING

1. Completion and return of the proxy form shall not preclude a Shareholder of H Shares from attending and voting in person at the Meeting with the documents listed in the above Item 2 "Registration of Attendance". If a Shareholder H Shares attends and votes in person at the meeting after he/she appointed a proxy, the appointment shall be deemed to have been terminated and the proxy form held by his/her proxy shall be deemed to be invalid.

IV. OTHER MATTERS

1. Contact Details of the Company

Address:	49/F, China Merchants Bank Tower, No.7088
	Shennan Boulevard, Futian District, Shenzhen,
	Guangdong, the PRC
Postcode:	518040
Tel:	+86	4008595555
Fax:	+86	4008595555

1. All shareholders and proxies of the shareholders attending the Meeting shall take care of their own transportation fee, accommodation and other related expenses.
2. In order to strictly implement the requirements regarding the prevention and control of the COVID-19 pandemic imposed by governments at all levels, Shareholders and their proxies who attend the physical meeting, in addition to carrying relevant registration documents, please pay particular attention to the following matters:
   Please be cautious for personal protection on the way to and from the venue on the date of the Meeting. When you arrive at the venue, please follow the staff's arrangements and guidance, and take initiative to cooperate with the relevant pandemic prevention requirements. Those who meet the requirements can enter the venue where they are required to keep necessary social distance.
3. As at the date of this notice, the executive directors of the Company are Tian Huiyu, Liu Jianjun and Wang Liang; 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.

By order of the Board of Directors

China Merchants Bank Co., Ltd.

Li Jianhong

Chairman

24 August 2020

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