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(Incorporated in Hong Kong with limited liability under the Companies Ordinance)

(Stock Code: 144) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of China Merchants Holdings (International) Company Limited (the "Company") will be held at the Ball Room, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Thursday,

21 February 2013 at 9:30 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

"THAT the termination agreement dated 28 December 2012 entered into between the Company and China Merchants Holdings (Hong Kong) Company Limited ("CMHK") in relation to the termination of the entrustment agreement dated 18 June 2010 entered into between the Company and CMHK, under which CMHK granted to the Company the management rights and the power to direct the voting right over approximately 23% of the total issued share capital of China Nanshan Development (Group) Incorporation (the "Termination Agreement", a copy of which has been produced to this meeting marked "A" and signed by the chairman of this meeting for the purpose of identification), be and is hereby generally and unconditionally approved and any one director of the Company be and is hereby authorised to do all such further things and acts and execute all such further documents and take all such steps which he considers necessary, desirable or expedient to implement and/or give effect to any matters relating to or in connection with the Termination Agreement and any of the transactions contemplated thereunder."
Hong Kong, 30 January 2013

Registered Office:

38th Floor, China Merchants Tower, Shun Tak Centre,
168-200 Connaught Road Central, Hong Kong

Notes:

By Order of the Board

Fu Yuning

Chairman

1. A member entitled to attend and vote at the meeting convened pursuant to the above notice is entitled to appoint one or more proxies to attend and vote in his place. A proxy need not be a member of the Company.
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2. In order to be valid, the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power of attorney or authority, must be deposited at the share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting.
3. Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the extraordinary general meeting will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules. The Chairman of the Meeting will therefore demand a poll for the resolution put to the vote at the extraordinary general meeting pursuant to Article
58 of the Articles of Association of the Company.
4. As at the date of this notice, the Board of Directors of the Company comprises Dr. Fu Yuning, Mr. Li Jianhong, Mr. Li Yinquan, Mr. Hu Zheng, Mr. Meng Xi, Mr. Su Xingang, Mr. Yu Liming, Mr. Hu Jianhua, Mr. Wang Hong and Mr. Zheng Shaoping as executive directors; and Mr. Kut Ying Hay, Mr. Lee Yip Wah Peter, Mr. Li Kwok Heem John, Mr. Li Ka Fai David and Mr. Bong Shu Ying Francis as independent non-executive directors.
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