CHINA MERCHANTS BANK CO., LTD.file.cmbchina.com/announcement/6045f52d-b9f8-4ec6-b9d6-2e3fe9… · If you are in any doubt as to any aspect of this circular or as to the action to

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 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.

CHINA MERCHANTS BANK CO., LTD.(a joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 03968)

PROPOSED RE-ELECTION AND APPOINTMENT OF

DIRECTORS AND SUPERVISORS

AND

NOTICE OF 2009 ANNUAL GENERAL MEETING

The Company will convene the AGM at 9:00 a.m. on Friday, 11 June 2010 at the Conference Room, 5/F., China

Merchants Bank Tower, No. 7088 Shennan Boulevard, Shenzhen, PRC. A notice convening the 2009 AGM is

set out on pages 20 to 28 of this circular.

A reply slip and a form of proxy for use at the AGM are enclosed and are also published on the website of the

Hong Kong Stock Exchange (www.hkex.com.hk) and the Company (www.cmbchina.com). Shareholders who

intend to attend the AGM in person or by proxy shall complete and return the reply slip in accordance with

the instructions printed thereon on or before Friday, 21 May 2010. Shareholders who intend to appoint a proxy

to attend the AGM 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 AGM or any adjournment thereof

(as the case may be). Completion and return of the form of proxy will not preclude you from attending the

AGM and voting in person if you so wish.

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

26 April 2010

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

2. Proposed Re-election of Directors and Supervisors . . . . . . . . . . . . . . . . . . 3

3. Proposed Appointment of Directors and Supervisors . . . . . . . . . . . . . . . . . 3

4. AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

5. Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

6. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

7. General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Appendix – Directors and Supervisors Proposed to be

Re-elected and Appointed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Notice of 2009 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

CONTENTS

– i –

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

have the following meanings:

“AGM” the 2009 Annual General Meeting of the Company to be

held at the Conference Room, 5/F., China Merchants

Bank Tower, No. 7088 Shennan Boulevard, Shenzhen,

PRC on Friday, 11 June 2010 at 9:00 a.m.

“CBRC” the China Banking Regulatory Commission

“Company” or “Bank” China Merchants Bank Co., Ltd., a joint stock company

incorporated in the PRC with limited liability and the H

Shares of which are listed on the main board of the Hong

Kong Stock Exchange

“Directors” directors of the Company

“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 Hong Kong Limited

“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

“Latest Practicable Date” 19 April 2010, being the latest practicable date prior to

the printing of this circular for ascertaining certain

information contained herein

“PRC” the People’s Republic of China, excluding, for the

purpose of this circular only, Hong Kong Special

Administrative Region, Macau Special Administrative

Region and Taiwan

“SFO” Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong)

“Share(s)” the H Shares and domestic Shares of the Company

“shareholder(s)” holder(s) of the Share(s) of the Company

“Supervisors” supervisors of the Company

DEFINITIONS

– 1 –


(Stock Code: 03968)

Executive Directors:

Ma Weihua

Zhang Guanghua

Li Hao

Non-executive Directors:

Qin Xiao

Wei Jiafu

Fu Yuning

Li Yinquan

Hong Xiaoyuan

Ding An Hua Edward

Sun Yueying

Wang Daxiong

Fu Junyuan

Independent Non-executive Directors:

Wu Jiesi

Yi Xiqun

Yan Lan

Chow Kwong Fai, Edward

Liu Yongzhang

Liu Hongxia

Registered address:

China Merchants Bank Tower

No. 7088 Shennan Boulevard

Shenzhen 518040

PRC

Principal place of business

in Hong Kong:

21st Floor, Bank of America Tower

12 Harcourt Road

Central

Hong Kong

26 April 2010

To the Shareholders

Dear Sir or Madam,

PROPOSED RE-ELECTION AND APPOINTMENT OF

DIRECTORS AND SUPERVISORS

AND


1. INTRODUCTION

The purpose of this circular is to provide you with information regarding the re-election

and appointment of Directors and Supervisors in order to allow you to make an informed

decision on voting in respect of the ordinary resolutions to be proposed at the AGM.

LETTER FROM THE BOARD

– 2 –

2. PROPOSED RE-ELECTION OF DIRECTORS AND SUPERVISORS

The term of the Seventh Session of the Board of Directors and the Board of Supervisors

of the Company will expire upon conclusion of the AGM of the Company. The Company was

informed that, among the Directors and the Supervisors of the Seventh Session of the Board

of Directors and the Board of Supervisors,

(i) Mr. Ding An Hua, Edward will retire and will not stand for re-election as Director

of the Eighth Session of the Board of Directors; and

(ii) Mr. Dong Xiande will retire and will not stand for re-election as Supervisor of the

Eighth Session of the Board of Supervisors.

The other Directors and Supervisors of the Seventh Session of the Board of Directors and

the Board of Supervisors have confirmed that they will offer themselves for re-election at the

AGM of the Company.

To the best of the Directors’ knowledge, information and belief having made reasonable

enquiry regarding the retirement of Director and Supervisor, there are no disagreements among

the Directors and among the Supervisors and there are no matters that need to be brought to

the attention of the shareholders.

3. PROPOSED APPOINTMENT OF DIRECTORS AND SUPERVISORS

In addition to the proposed re-election of Directors and Supervisors, the Board of

Directors and the Board of Supervisors have respectively proposed the following new

appointments to constitute the Eighth Session of the Board of Directors and the Board of

Supervisors:

(i) Mr. Fu Gangfeng as non-executive Director; and

(ii) Mr. Hu Xupeng and Mr. Wen Jianguo as shareholder representative Supervisors.

Biographies of the Directors and Supervisors proposed to be re-elected and appointed at

the AGM as at the Latest Practicable Date are set out in the Appendix to this circular.

4. AGM

A notice convening the AGM to be held at the Conference Room, 5/F., China Merchants

Bank Tower, No. 7088 Shennan Boulevard, Shenzhen, PRC on Friday, 11 June 2010 at 9:00

a.m. is set out on pages 20 to 28 of this circular. No shareholder is required to abstain from

voting in connection with the matters to be resolved at the AGM.


– 3 –

In order to determine the shareholders who are entitled to attend the AGM, the Company’s

register of H Shareholders will be closed from Wednesday, 12 May 2010 to Friday, 11 June

2010, both days inclusive, during which period no transfer of H Shares will be affected.

Holders of H Shares whose names appear on the Company’s register of members on Friday, 11

June 2010 are entitled to attend the meeting.

A reply slip and a form of proxy for use at the AGM are enclosed and are also published

on the website of the Hong Kong Stock Exchange (www.hkex.com.hk) and the Company

(www.cmbchina.com). Shareholders who intend to attend the AGM in person or by proxy shall

complete and return the reply slip in accordance with the instructions printed thereon on or

before Friday, 21 May 2010. Shareholders who intend to appoint a proxy to attend the AGM

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 AGM or any

adjournment thereof (as the case may be). Completion and return of the form of proxy will not

preclude you from attending the AGM and voting in person if you so wish.

5. 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;

(ii) 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.

6. RECOMMENDATION

The Directors consider that the proposed ordinary resolutions for the re-election and

appointment of Directors and Supervisors are in the interests of the Company and the

shareholders as a whole. Accordingly, the Directors recommend that all shareholders vote in

favour all of the resolutions to be proposed at the AGM as set out in the notice of the AGM.

7. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendix to this

circular.

Yours faithfully,

By order of the Board

China Merchants Bank Co., Ltd.

Qin Xiao

Chairman


– 4 –

Biographies of the Directors and Supervisors proposed to be re-elected and appointed at

the AGM as at the Latest Practicable Date are set out as follows:–

DIRECTORS

Non-executive Directors

Mr. Qin Xiao, aged 63, Chairman and non-executive Director of the Company. He has

been Chairman of the Company since April 2001. Dr. Qin obtained a doctorate degree in

economics from Cambridge University. He is a member of the Eleventh Chinese People’s

Political Consultative Conference, a director of the Association for Relations Across the

Taiwan Strait, the honorary president of the Hong Kong Chinese Enterprises Association, an

adjunct professor of the School of Economics & Management at Tsinghua University, and a

tutor to doctoral students of the Graduate School of the People’s Bank of China. He has been

Chairman of the board of China Merchants Group Ltd. and an independent non-executive

director of China Telecom Corporation Limited (a company listed on the Hong Kong Stock

Exchange) since September 2008. He has also served as an independent non-executive director

of HKR International Limited (a company listed on the Hong Kong Stock Exchange) since July

2009. He was previously the general manager, vice chairman of the China International Trust

and Investment Corporation, and the chairman of the board of China CITIC Industrial Bank.

Dr. Qin was a deputy of the Ninth National People’s Congress and a member of the Tenth

CPPCC National Committee. Dr. Qin successively acted as a China member in 2001, the

chairman in 2001 and the deputy chairman in 2002 of the APEC Business Advisory Council as

well as the chairman of the APEC Capability Construction Committee from 2003 to 2004.

The Company proposes to re-appoint Mr. Qin as the non-executive director for a term of

three years. Mr. Qin will not receive any remuneration. Save as disclosed above, Mr. Qin does

not have any relationship with any other Directors, Supervisors or senior management or

substantial or controlling shareholders of the Company, nor does he have any interests in the

shares of the Company (“shares”) within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Qin 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 nor is he involved in any of the matters required to be disclosed pursuant

to 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.

Mr. Wei Jiafu, aged 60, Vice Chairman and non-executive Director of the Company. He

has been the Vice Chairman of the Company since April 2001. He obtained a doctorate degree

from Tianjin University. He is a member of the Chinese Communist Party Central Committee

for Discipline Inspection. He has been the president and CEO of China Ocean Shipping

(Group) Company since November 1998. He is also the chairman of China Shipowners’

Association, China Association of Trade in Services, Zhenghe Study Association and China

Shipowner’s Mutual Assurance Association. He is also a member of the Council of Bo’ao

APPENDIX DIRECTORS AND SUPERVISORS PROPOSED

TO BE RE-ELECTED AND APPOINTED

– 5 –

Forum for Asia, the 21st Century Committee for China-Japan Friendship, the National MBA

Education Supervisory Committee of China, and the Harvard Business School Asia-Pacific

Advisory Board, and an adviser of the Panama Canal Authority. Mr. Wei is the chairman of the

board of directors and executive director of China COSCO Holdings Company Ltd. (a company

listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange), and the chairman

of the board and a director of COSCO (Hong Kong) Group Ltd.

The Company proposes to re-appoint Mr. Wei as the non-executive director for a term of

three years. Mr. Wei will not receive any remuneration. Mr. Wei does not have any relationship

with any other Directors, Supervisors or senior management or substantial or controlling

shareholders of the Company, nor does he have any interests in the Shares of the Company

within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Wei which is discloseable



to the Hong Kong Listing Rules. Save for the above, there is no other matter that needs to be


Mr. Fu Yuning, aged 53, non-executive Director of the Company. He has been a Director

of the Company since March 1999. Mr. Fu obtained a doctorate degree from Brunel University,

the United Kingdom. He has been a director and president of China Merchants Group Ltd. since

April 2000. Mr. Fu has been the chairman of China Merchants Holdings (International) Co.,

Ltd. (a company listed on the Hong Kong Stock Exchange). He has also been an independent

non-executive director of Integrated Distribution Services Group Ltd. (a company listed on the

Hong Kong Stock Exchange), an independent non-executive director of Sino Land Company

Ltd. (a company listed on the Hong Kong Stock Exchange), a director of Hong Kong Port

Development Council and a member of Hong Kong Securities and Futures Commission. He has

served as the chairman of China Nanshan Development (Group) Inc. He is also the chairman

of China Merchants Energy Shipping Co., Ltd. (a company listed on the Shanghai Stock

Exchange), the chairman of China International Marine Containers (Group) Co., Ltd. (a

company listed on the Shenzhen Stock Exchange) and an independent non-executive director

of CapitaLand Limited (a company listed on the Singapore Stock Exchange).

The Company proposes to re-appoint Mr. Fu as the non-executive director for a term of

three years. Mr. Fu will not receive any remuneration. Save as disclosed above, Mr. Fu does

not have any relationship with any other Directors, Supervisors or senior management or


Shares of the Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Fu which is discloseable







– 6 –

Mr. Li Yinquan, aged 55, non-executive Director of the Company. He has been a Director

of the Company since April 2001. He obtained a master’s degree in economics and finance in

the Graduate School of the People’s Bank of China and a master’s degree in finance in

FINAFRICA, Italy, and is a senior economist. He has been the vice president and chief

financial officer of China Merchants Group Ltd. since March 2004. He has also been the

director of China Merchants Holdings (International) Co., Ltd. (a company listed on the Hong

Kong Stock Exchange), the director of China Merchants Energy Shipping Co., Ltd. (a company

listed on the Shanghai Stock Exchange) and the chairman of China Merchants China Direct

Investments Ltd. (a company listed on the Hong Kong Stock Exchange).

The Company proposes to re-appoint Mr. Li as the non-executive director for a term of

three years. Mr. Li will not receive any remuneration. Save as disclosed above, Mr. Li does not

have any relationship with any other Directors, Supervisors or senior management or



In addition, there is no other information in relation to Mr. Li which is discloseable





Mr. Fu Gangfeng, aged 43. He obtained a bachelor’s degree in finance and a master’s

degree in business administration from Xi’an Highway College and is a senior accountant. He

has been the deputy finance officer and general manager of the finance division of China

Merchants Group Ltd since May 2008. He also serves as the director of China Merchants

Securities Co. Ltd. (a company listed on the Shanghai Stock Exchange) since April 2008, as

well as the supervisor of China Merchants Property Development Co., Ltd. (a company listed

on the Shenzhen Stock Exchange) since August 2007 and China Merchants Energy Shipping

Co., Ltd. (a company listed on the Shanghai Stock Exchange) since September 2004. He was

the deputy director of the Shekou ZhongHua Certified Public Accountants from March 1993 to

February 1996, the chief accountant officer and deputy chief accountant of China Merchants

Shekou Industrial Zone Co., Ltd. from February 1996 to March 1998 and from March 1998 to

December 1999, respectively, the chief financial officer of China Merchants Shekou Holdings

Co. Ltd. from December 1999 to October 2000 and China Merchants Shekou Industrial Zone

Co., Ltd. from October 2000 to April 2002, and the general manager of the Finance Department

of China Merchants Group Limited from April 2002 to May 2008.

The Company proposes to appoint Mr. Fu as the non-executive director for a term of three

years from the date on which his qualification is approved by the CBRC. Mr. Fu will not

receive any remuneration. Save as disclosed above, Mr. Fu does not have any relationship with

any other Directors, Supervisors or senior management or substantial or controlling





– 7 –






Mr. Hong Xiaoyuan, aged 47, non-executive Director of the Company. He has been a

Director of the Company since June 2007. He obtained a master’s degree in economics from

Peking University and a master’s degree in science from Australian National University. Since

May 2007 till now, he has been the general manager of China Merchants Finance Holdings

Company Ltd., and also the director of China Merchants Energy Shipping Co. Ltd (a company

listed on the Shanghai Stock Exchange), China Merchants China Direct Investments Ltd. (a

company listed on the Hong Kong Stock Exchange), China Merchants Securities Co., Ltd. (a

company listed on the Shanghai Stock Exchange), Great Wall Securities Co., Ltd., China Credit

Trust Co., Ltd., and Morgan Stanley Huaxin Fund Management Company Ltd.. He is also the

chairman of China Merchants Investment Management Ltd., China Merchants Finance

Investment Holdings Co., Ltd., China Merchants Holdings (U.K.) Co., Ltd., China Merchants

Insurance Co., Ltd. and Houlder Insurance Brokers Far East Ltd. He had also served as the

deputy general manager of China Merchants Shekou Industrial Zone Co., Ltd.

The Company proposes to re-appoint Mr. Hong as the non-executive director for a term

of three years. Mr. Hong will not receive any remuneration. Save as disclosed above, Mr. Hong

does not have any relationship with any other Directors, Supervisors or senior management or



In addition, there is no other information in relation to Mr. Hong which is discloseable





Ms. Sun Yueying, aged 51, non-executive Director of the Company. She has been a

Director of the Company since April 2001. She is a university graduate and senior accountant.

She has been the chief accountant of China Ocean Shipping (Group) Company since December

2000. She has also been a non-executive director of China COSCO Holdings Company Ltd. (a

company listed on the Hong Kong Stock Exchange and the Singapore Stock Exchange),

director of COSCO Corporation (Singapore) Ltd., a non-executive director of COSCO Pacific

Ltd., the chairman of COSCO Finance Co., Ltd. and a director of China Merchants Securities

Co., Ltd. (a company listed on the Shanghai Stock Exchange).

The Company proposes to re-appoint Ms. Sun as the non-executive director for a term of

three years. Ms. Sun will not receive any remuneration. Ms. Sun does not have any relationship


shareholders of the Company, nor does she have any interests in the Shares of the Company




– 8 –

In addition, there is no other information in relation to Ms. Sun which is discloseable


Kong Listing Rules nor is she involved in any of the matters required to be disclosed pursuant



Mr. Wang Daxiong, aged 49, non-executive Director of the Company. He has been a

Director of the Company since March 1998. He is a university graduate and is a senior

accountant. He has been the vice president and chief accountant of China Shipping (Group)

Company since December 2004. He has also been a non-executive director of China Shipping

Container Lines Company Ltd. (a company listed on the Hong Kong Stock Exchange and

Shanghai Stock Exchange), an executive director of China Shipping Development Co., Ltd (a

company listed on the Hong Kong Stock Exchange and Shanghai Stock Exchange) and the

chairman of the board of China Shipping (Hainan) Haisheng Shipping and Enterprise Co., Ltd.

(a company listed on the Shanghai Stock Exchange).

The Company proposes to re-appoint Mr. Wang as the non-executive director for a term

of three years. Mr. Wang will not receive any remuneration. Mr. Wang does not have any

relationship with any other Directors, Supervisors or senior management or substantial or

controlling shareholders of the Company, nor does he have any interests in the Shares of the

Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Wang which is discloseable





Mr. Fu Junyuan, aged 48, non-executive Director of the Company. He has been a

Director of the Company since March 2000. He obtained a doctorate degree in management and

is a senior accountant. He has been the executive director and chief financial officer of China

Communications Construction Ltd. (a company listed on the Hong Kong Stock Exchange)

since September 2006. He has also been the director of Shanghai Zhenhua Heavy Industry Co.,

Ltd. (a company listed on the Shanghai Stock Exchange) and the vice chairman of Jiang Tai

Insurance Broker Co., Ltd.. He was the chief accountant of China Harbour Engineering

(Group) Ltd. from October 1996 to September 2005, and the chief accountant of China

Communications Construction (Group) Ltd from September 2005 to September 2006.

The Company proposes to re-appoint Mr. Fu as the non-executive director for a term of

three years. Mr. Fu will not receive any remuneration. Mr. Fu does not have any relationship











– 9 –

Executive Directors

Mr. Ma Weihua, aged 61, executive Director, President and Chief Executive Officer of

the Company. He joined the Company as the President and Chief Executive Officer in January

1999, and has been the executive director of the Company since March 1999. He obtained a

doctorate degree in economics and is a senior economist. He is a member of the Eleventh

Chinese People’s Political Consultative Conference. He is also a director of China Merchants

Group Ltd., the chairman of CIGNA & CMC Life Insurance Company Ltd., China Merchants

Fund Management Co., Ltd. and Wing Lung Bank Limited (“WLB”). He is also the vice

chairman of China Chamber of International Commerce, the executive deputy chairman of

China Enterprise Directors Association, and a member of the Standing Council of China

Society for Finance and Banking and of the Standing Council of the Ninth Council of Red

Cross Society of China and a director of Shenzhen Soft Science Development Foundation and

an adjunct professor at several higher educational institutions including Peking University and

Tsinghua University, etc..

The Company proposes to re-appoint Mr. Ma as the executive director for a term of three

years. The remuneration of Mr. Ma will be determined in accordance with the relevant

requirements set out in the Management Guidelines of Senior Management of China Merchants

Bank Co., Ltd.. Total remuneration before tax of Mr. Ma for the year ended 31 December 2009

was RMB5,306,000 (Note). Save as disclosed above, Mr. Ma does not have any relationship with

any other Directors, Supervisors or senior management or substantial or controlling



In addition, there is no other information in relation to Mr. Ma which is discloseable





Mr. Zhang Guanghua, aged 53, executive Director and Executive Vice President of the

Company. He joined the Company as an executive vice president in April 2007 and has been

an executive director of the Company since June 2007. Mr. Zhang obtained a doctorate degree

in economics and is a senior economist. He is also the vice chairman of the board of directors

of WLB. He is a member of the Standing Council of China Society for Finance and Banking,

the deputy chairman of both Guangdong Society for Finance and Banking and Guangdong

Commerce Association respectively, and a member of the Fifth Committee of China Council

for the Promotion of International Trade. From September 2002 to April 2007, he served as the

chief executive officer of Guangdong Development Bank.



– 10 –

The Company proposes to re-appoint Mr. Zhang as the executive director for a term of

three years. The remuneration of Mr. Zhang will be determined in accordance with the relevant


Bank Co., Ltd.. Total remuneration before tax of Mr. Zhang for the year ended 31 December

2009 was RMB2,674,000(Note). Mr. Zhang does not have any relationship with any other

Directors, Supervisors or senior management or substantial or controlling shareholders of the

Company, nor does he have any interests in the Shares of the Company within the meaning of

Part XV of the SFO.

In addition, there is no other information in relation to Mr. Zhang which is discloseable





Mr. Li Hao, aged 51, executive Director, Executive Vice President and Chief Financial

Officer of the Company. He joined the Company in May 1997 and has been an executive vice

president of the Company since March 2002, and Chief Financial Officer since March 2007,

and has served as an executive director of the Company since June 2007. Mr. Li obtained a

master’s degree in business administration and is a senior accountant. He has been an executive

assistant president of the Head Office and subsequently an executive vice president of the

Company, and was previously the concurrent general manager of the Shanghai Branch from

April 2000 to March 2002.

The Company proposes to re-appoint Mr. Li as the executive director for a term of three

years. The remuneration of Mr. Li will be determined in accordance with the relevant


Bank Co., Ltd.. Total remuneration before tax of Mr. Li for the year ended 31 December 2009

was RMB2,652,000(Note). Mr. Li does not have any relationship with any other directors,

supervisors or senior management or substantial or controlling shareholders of the Company,

nor does he have any interests in the Shares of the Company within the meaning of Part XV

of the SFO.






Independent Non-executive Directors

Mr. Wu Jiesi, aged 58, independent non-executive Director of the Company. He has been

an independent non-executive Director of the Company since September 2005. He obtained a

doctorate degree in economics, completed the postdoctoral research in theoretical economics



– 11 –

in Nankai University, and was granted the professor status by Nankai University in 2001. He

currently is the vice chairman and executive director of China Aoyuan Property Group Ltd. (a

company listed on the Hong Kong Stock Exchange). He is also an independent non-executive

director of Beijing Enterprises Holdings Co., Ltd. (a company listed on the Hong Kong Stock

Exchange) and China Taiping Insurance International Holdings Company Ltd. (a company

listed on the Hong Kong Stock Exchange); a non-executive director of China Water Affairs

Group Ltd. (a company listed on the Hong Kong Stock Exchange), Shenzhen Investment

Holdings Ltd. (a company listed on the Hong Kong Stock Exchange) and Yinji Group Holdings

Ltd.; a director of China Life Franklin Asset Management Company Ltd.; and a strategy

consultant of Yingli Green Energy Holding Co., Ltd. (a company listed on the New York Stock

Exchange). He was previously the chairman of Guangdong Yue Gang Investment Holdings

Company Ltd. and Guangdong Holdings Ltd. (currently GDH Limited) from 2000 to 2005; the

managing director and chief executive officer of Hopson Development Holdings Ltd. (a

company listed on the Hong Kong Stock Exchange) from April 2005 to January 2008.

The Company proposes to re-appoint Mr. Wu as the independent non-executive director

for a term of three years, except subject to adjustments pursuant to the requirements of the

relevant applicable laws and regulations. The annual remuneration before tax of Mr. Wu will

be RMB0.3 million. Mr. Wu does not have any relationship with any other Directors,

Supervisors or senior management or substantial or controlling shareholders of the Company,


of the SFO.

In addition, there is no other information in relation to Mr. Wu which is discloseable





Mr. Yi Xiqun, aged 62, independent non-executive Director of the Company. He has been

an independent non-executive Director of the Company since October 2007. He obtained a

master’s degree in economics management engineering from Tsinghua University. He has been

the head of Beijing Private Equity Investment & Development Fund Management Co., Ltd. and

the Chairman of Bowei Capital, and has also been an independent non-executive director of

SOHO China Ltd. (a company listed on the Hong Kong Stock Exchange). He had been the

president of Beijing Holdings Ltd., the chairman of the board of directors of Beijing

Enterprises Holdings Ltd. (a company listed on the Hong Kong Stock Exchange) and the

president of Beijing Enterprises Group Company Ltd..

The Company proposes to re-appoint Mr. Yi as the independent non-executive director for

a term of three years. The annual remuneration before tax of Mr. Yi will be RMB0.3 million.

Mr. Yi does not have any relationship with any other Directors, Supervisors or senior

management or substantial or controlling shareholders of the Company, nor does he have any

interests in the Shares of the Company within the meaning of Part XV of the SFO.



– 12 –

In addition, there is no other information in relation to Mr. Yi which is discloseable





Ms. Yan Lan, aged 53, independent non-executive Director of the Company. She has

been an independent non-executive Director of the Company since June 2007. She obtained a

bachelor’s degree in French Language and Literature from Beijing Foreign Studies University,

a master’s degree in international law from Peking University, a doctorate degree in

international law from Graduate Institute of International Studies in Geneva and has been

qualified as an avocat in France. She has served as the chief representative in the Beijing Office

of Gide Loyrette et Nouel since 1998. She is now an arbitrator of China International Trade

Arbitration Committee and one of the legal counsels of ICC CHINA. She also voluntarily

serves as the chairman of the International Advisory Committee of Beijing Music Festival, the

Chairman of China Heritage Protection Fund (NGO), the vice chairlady of the Women’s Forum

for the Economy and Society in Asia, an adviser of France’s foreign trade and the honorary

consul of the Principality of Monaco in Beijing.

The Company proposes to re-appoint Ms. Yan as the independent non-executive director

for a term of three years. The annual remuneration before tax of Ms. Yan will be RMB0.3

million. Ms. Yan does not have any relationship with any other Directors, Supervisors or senior

management or substantial or controlling shareholders of the Company, nor does she have any


In addition, there is no other information in relation to Ms. Yan which is discloseable





Mr. Chow Kwong Fai, Edward, aged 57, independent non-executive Director of the

Company. He has been an independent non-executive Director of the Company since May

2006. Mr. Chow obtained a degree in business from Middlesex Polytechnic (subsequently

renamed Middlesex University), the United Kingdom. He is a senior member of the Institute

of Chartered Accountants in England and Wales and the Hong Kong Institute of Certified

Public Accountants and an expert adviser of the Accounting Standards Committee of the

Ministry of Finance, People’s Republic of China. He is a member of the Chinese People’s

Political Consultative Conference – Zhejiang Province and the Election Committee of Hong

Kong SAR. Mr. Chow has been the chairman of China Infrastructure Group Holdings PLC

since May 1996 and chairman of CIG Yangtze Ports PLC (a company listed on the Hong Kong

Stock Exchange) since February 2003. He has also served as an independent non-executive

director and a member of the audit committee of COSCO Pacific Ltd. (a company listed on the

Hong Kong Stock Exchange), and an independent non-executive director and a member of the



– 13 –

audit committee of Melco China Resorts (Holdings) Ltd. (a company listed on Toronto Stock

Exchange, Canada). He has also been a deputy chairman of Business and Professionals

Federation of Hong Kong, and a core member of the OECD/World Bank Asian Corporate

Governance Roundtable. He previously served as the deputy chairman of the Hong Kong

Institute of Directors (2006-2008), the president of the Hong Kong Institute of Certified Public

Accountants (2005) and the chairman of the Professional Accountants in Business Committee

of the International Federation of Accountants (2006-2008). Mr. Chow was appointed as a

Justice of the Peace (JP) by the Chief Executive of Hong Kong SAR on 1 July 2008.

The Company proposes to re-appoint Mr. Chow as the independent non-executive director


relevant applicable laws and regulations. The annual remuneration before tax of Mr. Chow will

be RMB0.3 million. Mr. Chow does not have any relationship with any other Directors,



of the SFO.

In addition, there is no other information in relation to Mr. Chow which is discloseable





Mr. Liu Yongzhang, aged 53, independent non-executive Director of the Company. He

has been an independent non-executive Director of the Company since May 2006. He has

obtained a master’s degree in economics from Shanghai University of Finance and Economics.

He has worked in Shanghai University of Finance and Economics since 1983. He is currently

a professor of the International Business Administration Faculty, the deputy secretary of the

Party Committee of the Shanghai University of Finance and Economics, and has been an

independent non-executive director of Shanghai Jin Jiang International Industrial Investment

Company Ltd. (a company listed on the Shanghai Stock Exchange).

The Company proposes to re-appoint Mr. Liu as the independent non-executive director


relevant applicable laws and regulations. The annual remuneration before tax of Mr. Liu will

be RMB0.3 million annually. Mr. Liu does not have any relationship with any other Directors,



of the SFO.

In addition, there is no other information in relation to Mr. Liu which is discloseable







– 14 –

Ms. Liu Hongxia, aged 46, independent non-executive Director of the Company. She has

been an independent non-executive Director of the Company since May 2006. She obtained a

doctorate degree in management from the Central University of Finance and Economics and

completed the postdoctoral research in the Corporate Governance Centre of Nankai University.

She has worked as a teacher in the Central University of Finance and Economics since 1999,

and is currently a professor in accounting at the Central University of Finance and Economics

and a mentor to doctoral students. She has also been an accreditation expert of Beijing senior

accountants and a director at the Beijing Institute of Accounting. She has served as an

independent director of Henan Zhongfu Industrial Co., Ltd. (a company listed on the Shanghai

Stock Exchange) and Shandong Tianrun Crankshaft Co., Ltd. (a company listed on the

Shenzhen Stock Exchange).

The Company proposes to re-appoint Ms. Liu as the independent non-executive director


relevant applicable laws and regulations. The annual remuneration before tax of Ms. Liu will

be RMB0.3 million. Ms. Liu does not have any relationship with any other Directors,


nor does she have any interests in the Shares of the Company within the meaning of Part XV

of the SFO.

In addition, there is no other information in relation to Ms. Liu which is discloseable





Note: The aggregate remuneration before tax did not include the bonus for the year 2009. Bonus for the year 2009

would be paid separately upon confirmation by the Board of Directors which would then make corresponding

information disclosure.

SUPERVISORS (EXCLUDING EMPLOYEE REPRESENTATIVE SUPERVISORS)

Shareholder Representative Supervisors

Mr. Zhu Genlin, aged 54, Shareholder Representative Supervisor of the Company. He

served as a Director of the Company from April 2001 to May 2003, and has been a Supervisor

of the Company since May 2003. Mr. Zhu obtained a master’s degree in economics. He is a

senior economist and associate researcher. He has been the chief financial officer of Shanghai

Automotive Industry Corporation (Group) since February 2002. He is currently the chairman

of the Board of Supervisors of Shanghai Foundation for Promotion of Transformation of

Scientific and Technological Achievements, the deputy chairman of Shanghai Cost Study

Society, Shanghai Creative Industry Centre, a supervisor of Shanghai Charity Foundation, the

director of Shanghai Automotive Industry Corporation (a company listed on the Shanghai

Stock Exchange), the chairman of board of supervisors of Huayu Automotive Systems

Company Limited (a company listed on the Shanghai Stock Exchange), the chairman of



– 15 –

Shanghai Automotive Asset Management Co., Ltd., the president of Shanghai Creative Industry

Investment Corp., the vice chairman of board of supervisors of Shenyin & Wanguo Securities

Co., Ltd., a director of SVA (Group) Co., Ltd. and a director of Changjiang Pension Insurance

Co., Ltd.

The Company proposes to re-appoint Mr. Zhu as the shareholder representative supervisor

for a term of three years. Mr. Zhu will not receive any remuneration. Mr. Zhu does not have

any relationship with any other Directors, Supervisors or senior management or substantial or



In addition, there is no other information in relation to Mr. Zhu which is discloseable





Mr. Hu Xupeng, aged 34. He obtained a master’s degree of economic law from East

China University of Political Science and Law and is a qualified attorney. He has been the

deputy general manager, the secretary of the board of directors and compliance officer of

Zhonghai Trust Co., Ltd. since July 2008. He also serves as the director of Shanghai Puhuan

Investment Development Company since August 2005. He was the secretary and assistant

prosecutor in the People’s procuratorate of Bengbu, Anhui Province from August 1995 to

August 1999, legal officer of Assets Preservation Department of the Head office of Shanghai

Pudong Development Bank from July 2002 to April 2004. He has successively served as the

head of legal affairs of Business Department I, manager of risk management department,

general manager of chief risk management department, compliance officer and secretary to the

board of directors of Zhonghai Trust Co., Ltd. from April 2004 to July 2008.

The Company proposes to appoint Mr. Hu as the shareholder representative supervisor for

a term of three years. Mr. Hu will not receive any remuneration. Mr. Hu does not have any




In addition, there is no other information in relation to Mr. Hu which is discloseable





Mr. Wen Jianguo, aged 47. He is a university graduate and is an accountant. He has been

the director, chief accountant and a member of the standing committee to the party committee

of Hebei Port Group Co., Ltd since July 2009. He also serves as the chief supervisor of



– 16 –

Qinhuangdao Qinyun Energy Development Company Limited since February 2005, director of

Holiday Inn Qinhuangdao Sea View since March 2005, supervisor of Cao Feidian Industrial

Development Co., Ltd since September 2006, director of China Shipping (Hainan) Haisheng

Shipping and Enterprise Co., Ltd. (a company listed on the Shanghai Stock Exchange) since

March 2008, director of the Bank of Hebei Joint Stock Company Limited since October 2008

and director of Hebei Da Xia Company Limited since February 2010. He served as deputy

director of finance and accounting department of Qinhuangdao Port Authority from December

1995 to March 1999, director of finance and accounting department of Qinhuangdao Port

Authority from March 1999 to April 2003, director of finance of Qinhuangdao Port Group Co.

Ltd. from April 2003 to July 2007 and director, chief accountant of Qinhuangdao Port Group

Co. Ltd. from July 2007 to December 2008.

The Company proposes to appoint Mr. Wen as the shareholder representative supervisor

for a term of three years. Mr. Wen will not receive any remuneration. Save as disclosed above,

Mr. Wen does not have any relationship with any other Directors, Supervisors or senior

management or substantial or controlling shareholders of the Company, nor does he have any


In addition, there is no other information in relation to Mr. Wen which is discloseable





Mr. Li Jiangning, aged 51, Shareholder Representative Supervisor of the Company. He

has been a Supervisor of the Company since June 2007. He obtained a master’s degree, and is

a researcher, and serves as a MBA mentor at Management School of Shandong University. He

has been the vice president of Shandong Provincial State-owned Asset Investment Holding Co.,

Ltd. since November 2005 and is also an independent director of Luyin Investment Group Co.,

Ltd. He was the head of the Enterprise Distribution Department of State-owned Assets

Supervision and Administration Commission of Shandong Provincial Government from June

2004 to November 2005.

The Company proposes to re-appoint Mr. Li as the shareholder representative supervisor

for a term of three years. Mr. Li will not receive any remuneration. Mr. Li does not have any











– 17 –

External Supervisors

Mr. Shi Jiliang, aged 65, Chairman of the Board of Supervisors and external Supervisor

of the Company. He has been the Chairman of the Board of Supervisors of the Company since

May 2006. He is a university graduate and a senior economist. He is also the Chairman of the

Education Foundation of the Central University of Finance and Economics and an independent

non-executive director of Shanghai Rural Commercial Bank. He was previously the vice

governor of the People’s Bank of China from 1997 to 2003, and the vice chairman of the China

Banking Regulatory Commission (“CBRC”) from 2003 to 2005.

The Company proposes to re-appoint Mr. Shi as the external supervisor for a tenure of

three years, except subject to adjustments pursuant to the requirements of the relevant

applicable laws and regulations. The annual remuneration before tax of Mr. Shi will be

RMB0.6 million. Mr. Shi does not have any relationship with any other Directors, Supervisors

or senior management or substantial or controlling shareholders of the Company, nor does he

have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Shi which is discloseable





Mr. Shao Ruiqing, aged 52, external Supervisor of the Company. He has been an external

Supervisor of the Company since May 2006. Mr. Shao obtained a doctorate degree in

management and is currently a professor. He has been the deputy dean of Shanghai Lixin

University of Commerce since February 2004. Mr. Shao is also the deputy head of China

Association of Communications Accountancy, a director of China Institute of Accounting

Instructors, the deputy head of Shanghai Association of Communications Accountancy, and the

deputy head of Shanghai Association of Communications Accountancy and a doctoral mentor

at Shanghai Maritime University. He is also an independent non-executive director of a number

of listed companies such as Shenzhen Guangju Energy Co., Ltd. (a company listed on the

Shenzhen Stock Exchange), Wuhan Jianmin Pharmaceutical Group Co., Ltd. (a company listed

on the Shanghai Stock Exchange) and Shanghai Automotive Group Co., Ltd. (a company listed

on the Shanghai Stock Exchange). Mr. Shao is a deputy to the thirteenth National People’s

Congress of Shanghai. He also successively served as the dean of Accounting Department,

deputy dean of Management School and dean of Economics and Management School of

Shanghai Maritime University from June 2002 to February 2004.

The Company proposes to re-appoint Mr. Shao as the external supervisor for a term of

three years, except subject to adjustments pursuant to the requirements of the relevant

applicable laws and regulations. The annual remuneration before tax of Mr. Shao will be

RMB0.3 million. Mr. Shao does not have any relationship with any other Directors,



of the SFO.



– 18 –

In addition, there is no other information in relation to Mr. Shao which is discloseable

pursuant to any of the requirements set out in Rule 13.51(2)(h) to 13.51(2)(v) of the Hong

Kong Listing Rules nor is involved in any of the matters required to be disclosed pursuant to

the Hong Kong Listing Rules. Save for the above, there is no other matter that needs to be




– 19 –


(Stock Code: A Share 600036, H Share 03968)


NOTICE IS HEREBY GIVEN that China Merchants Bank Co., Ltd. (the “Company”) has

decided to hold its annual general meeting of shareholders for the year 2009 (the “Meeting”)

by way of physical meeting on 11 June 2010 (Friday). The details of the Meeting are as

follows:

I. CONVENING OF THE MEETING

(1) Time of the Meeting

The Meeting will commence at 9:00 a.m. on 11 June 2010 (Friday). The Meeting is

expected to be concluded within half a day.

(2) Venue of the Meeting

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

Tower, 7088 Shennan Boulevard, Shenzhen, and the People’s Republic of China.

(3) Convenor

The Meeting will be convened by the Board of Directors of the Company.

(4) Way of conducting the Meeting

The Meeting will be conducted by way of voting at physical meeting.

(5) Attendees

1. All shareholders of the “China Merchants Bank” (600036) whose names appear

on the register of members, kept by China Securities Depository and Clearing

Corporation Limited, Shanghai Office, as at the close of A Share trading

session of the Shanghai Stock Exchange as at 3:00 p.m. on 11 May 2010

(Tuesday) (hereinafter called “domestic shareholders”);


– 20 –

2. all shareholders of H shares of “China Merchants Bank” (03968) whose names

appear on the register of members of H Share, kept by Computershare Hong

Kong Investor Services Limited, as at 11 June 2010 (Friday) (hereinafter called

“shareholders of H Shares”);

3. the proxies authorized by the above shareholders;

4. the directors, supervisors, senior management of the Company;

5. the intermediate agents engaged by the Company and the guests invited by the

Board of Directors.

II. MATTERS TO BE CONSIDERED AND APPROVED AT THE MEETING

The following resolutions will be considered and approved in the Meeting:

As ordinary resolutions

1. Consider and approve the work report of the Board of Directors for the year 2009;

2. Consider and approve the work report of the Board of Supervisors for the year 2009;

3. Consider and approve the annual report for the year 2009 (including the audited

financial report);

4. Consider and approve the final financial report for the year 2009;

5. Consider and approve the proposed profit appropriations plan (including the

distribution of final dividends) for the year 2009 (Note 1);

6. Consider and approve the resolution to appoint the accounting firms for the year

2010 and their remuneration;

7. Consider and approve the resolutions in relation to the Eighth Session of the Board

of Directors (Note 2):

7.1 Consider and approve the re-appointment of Mr. Qin Xiao as non-executive

director of the Company, with immediate effect, for a term of three years;

7.2 Consider and approve the re-appointment of Mr. Wei Jiafu as non-executive


7.3 Consider and approve the re-appointment of Mr. Fu Yuning as non-executive



– 21 –

7.4 Consider and approve the re-appointment of Mr. Li Yinquan as non-executive


7.5 Consider and approve the appointment of Mr. Fu Gangfeng as non-executive

director of the Company for a term of three years from the date on which his

qualification is approved by the China Banking Regulatory Commission;

7.6 Consider and approve the re-appointment of Mr. Hong Xiaoyuan as non-

executive director of the Company, with immediate effect, for a term of three

years;

7.7 Consider and approve the re-appointment of Ms. Sun Yueying as non-executive


7.8 Consider and approve the re-appointment of Mr. Wang Daxiong as non-

executive director of the Company, with immediate effect, for a term of three

years;

7.9 Consider and approve the re-appointment of Mr. Fu Junyuan as non-executive


7.10 Consider and approve the re-appointment of Mr. Ma Weihua as executive


7.11 Consider and approve the re-appointment of Mr. Zhang Guanghua as executive


7.12 Consider and approve the re-appointment of Mr. Li Hao as executive director

of the Company, with immediate effect, for a term of three years;

7.13 Consider and approve the re-appointment of Mr. Wu Jiesi as independent

non-executive director of the Company, with immediate effect, for a term of

three years, except subject to adjustments pursuant to the requirements of the

relevant applicable laws and regulations;

7.14 Consider and approve the re-appointment of Mr. Yi Xiqun as independent


three years;

7.15 Consider and approve the re-appointment of Ms. Yan Lan as independent


three years;

7.16 Consider and approve the re-appointment of Mr. Chow Kwong Fai, Edward as

independent non-executive director of the Company, with immediate effect, for

a term of three years, except subject to adjustments pursuant to the

requirements of the relevant applicable laws and regulations;


– 22 –

7.17 Consider and approve the re-appointment of Mr. Liu Yongzhang as

independent non-executive director of the Company, with immediate effect, for

a term of three years, except subject to adjustments pursuant to the

requirements of the relevant applicable laws and regulations;

7.18 Consider and approve the re-appointment of Ms. Liu Hongxia as independent


three years, except subject to adjustments pursuant to the requirements of the

relevant applicable laws and regulations;

8. Consider and approve the resolutions in relation to the shareholder representative

supervisors and external supervisors of the Eighth Session of the Board of

Supervisors (Note 3):

8.1 Consider and approve the re-appointment of Mr. Zhu Genlin as shareholder

representative supervisor of the Company, with immediate effect, for a term of

three years;

8.2 Consider and approve the appointment of Mr. Hu Xupeng as shareholder


three years;

8.3 Consider and approve the appointment of Mr. Wen Jianguo as shareholder


three years;

8.4 Consider and approve the re-appointment of Mr. Li Jiangning as shareholder


three years;

8.5 Consider and approve the re-appointment of Mr. Shi Jiliang as external

supervisor of the Company, with immediate effect, for a term of three years,

except subject to adjustments pursuant to the requirements of the relevant

applicable laws and regulations;

8.6 Consider and approve the re-appointment of Mr. Shao Ruiqing as external

supervisor of the Company, with immediate effect, for a term of three years,

except subject to adjustments pursuant to the requirements of the relevant

applicable laws and regulations;

9. Consider and approve the Mid-term Capital Management Plan for China Merchants

Bank (Note 4);


– 23 –

10. Consider and approve the assessment report on the duty performance of Directors

for the year 2009;

11. Consider and approve the assessment report on the duty performance of Supervisors

for the year 2009;

12. Consider and approve the duty performance and cross-evaluation reports of

independent non-executive directors for the year 2009;

13. Consider and approve the duty performance and cross-evaluation reports of external

supervisors for the year 2009;

14. Consider and approve the related party transaction report for the year 2009.

Note(s):

1. Based on the total share capital of A Shares and H Shares on the record date for implementation of the

profit appropriation, the Company proposed to declare a cash dividend (tax included) of RMB2.10 for

every 10 shares to all shareholders of the Company or a total cash dividends of approximately

RMB4.531 billion, payable in RMB for A Share-shareholders and in HKD for H Share-shareholders. The

actual distribution amount in HKD will be calculated based on the average RMB/HKD benchmark rates

released by the People’s Bank of China for the week before the date of the 2009 annual general meeting

(inclusive). The retained profit will be carried forward to the next year.

In accordance with the “Enterprise Income Tax Law of the PRC” and its implementation regulations

which took effect from 1 January 2008, the Company is obligated to withhold and pay enterprise income

tax on behalf of non-resident enterprise shareholders at a tax rate of 10% when the Company distributes

any dividend or bonus to its non-resident enterprise shareholders whose names appear on the register

of members for H Share of the Company. As such, any H Shares of the Company registered other than

in the name(s) of individual(s), including HKSCC Nominees Limited, other nominees, trustees, or other

organizations or groups, shall be deemed as shares held by non-resident enterprise shareholder(s) and

the enterprise income tax shall be withheld from any dividend or bonus payable thereon.

2. For information of the Directors nominated for re-election and appointment, please refer to the Circular

of the Company dated 26 April 2010.

3. For information of the Supervisors nominated for re-election and appointment, please refer to the

Circular of the Company dated 26 April 2010.

4. For full version of the plan, please refer to the resolution of the 48th meeting of the seventh session of

the board on directors of the Company published on the websites of the Shanghai Stock Exchange

(www.sse.com.cn), the Stock Exchange of Hong Kong Limited (www.hkex.com.hk) and the Company

(www.cmbchina.com) on 11 December 2009.

5. Except resolution no.3 above, details of all other 13 resolutions will be uploaded on the websites of

Shanghai Stock Exchange, The Stock Exchange of Hong Kong Limited and the Company 5 working

days immediately preceding the holding of the meeting.


– 24 –

III. REGISTRATION OF THE MEETING

(1) Registration of Domestic Shareholders

1. Registration

(1) Reply slip

Any shareholders of A Shares intending to attend the Meeting in person

or by proxies shall return the reply slip together with the requisite

documents to the Company by courier, mail or fax on or before 21 May

2010 (Friday).

(2) Registration of attendance

Any corporate shareholders of A Shares entitled to attend the Meeting

shall produce for registration a copy of its business license with official

seal, stock account card of entity shareholder, evidence of shareholding,

a duly signed power of attorney and the ID card of the representative; an

individual domestic shareholder shall produce for registration the stock

account card, evidence of shareholding and his/her ID card.

2. Registration period for attending the Meeting

The registration period for the domestic shareholders attending the Meeting

shall be from 7 June 2010 (Monday) to 9 June 2010 (Wednesday).

3. Requirements for proxies on registration and documents to be provided

when voting

(1) Any domestic shareholder entitled to attend and vote at the Meeting may

appoint one or more persons as his/her proxy/proxies to attend and vote

at the Meeting on his/her behalf. A proxy needs not be a member of the

Company.

(2) A domestic shareholder shall appoint a proxy in writing. The domestic

shareholder or his/her attorney duly appointed by a written authorisation

shall sign the proxy form in writing. If the domestic shareholder is a legal

person, the proxy form shall be signed by its legal representative with the

official seal of the domestic shareholder. If the proxy form is signed by

the attorney appointed by the domestic shareholder, the power of attorney

authorising that attorney to sign or other authorisation document(s) shall

be notarized.


– 25 –

(3) The proxy form, together with the power of attorney or other

authorisation document(s) (if any) must be delivered to the Company not

less than 24 hours before the time designated for holding the Meeting or

any adjournment thereof (as the case may be).

(2) Shareholders of H Shares

1. Closure of Register of Members of H Shares

In order to determine the shareholders list of H shares who will be entitled to

attend the Meeting and to receive the final dividend for the year ended 31

December 2009, the Company will close its share register and suspend

registration of transfer of shares from 12 May 2010 (Wednesday) to 11 June

2010 (Friday) (both days inclusive).

In order to qualify to attend the Meeting and to receive the final dividend,

holders of H Shares of the Company whose transfer have not been registered

should deposit the transfer documents accompanied by the relevant share

certificates at the Company’s H Share Registrar, Computershare Hong Kong

Investor Services Limited at Rooms 1712-16, 17/F, Hopewell Centre, 183

Queen’s Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on 11 May

2010 (Tuesday).

2. Registration of attendance

(1) Reply slip

Any shareholder of H Shares intending to attend the Meeting in person or

by his/her proxy/proxies shall return the reply slip together with the

requisite documents to the Company by courier, mail or fax on or before

21 May 2010 (Friday).

(2) Registration of attendance

Any shareholder of H Shares entitled to attend the Meeting shall produce

for registration his/her ID card. In case of corporate shareholder, its legal

representative or the 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.


– 26 –

3. Requirements for proxies on registration and documents to be provided

when voting

(1) Any shareholder of H Shares entitled to attend and vote at the Meeting

may appoint one or more persons as his/her proxy/proxies to attend and

vote at the Meeting on his/her behalf. A proxy needs not be a member 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 appointed by a written

authorisation shall sign the proxy form in writing. If the shareholder of H

Shares is a legal person, the proxy form must be either under the common

seal of the shareholders of H Shares or signed by its director(s) or the

duly authorized attorney(s). If the proxy form is signed by the attorney

appointed by the shareholder of H Shares, the power of attorney

authorising that attorney 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 not less than 24

hours before the time designated for holding the Meeting or any

adjournment thereof (as the case may be). Completing and return of the

proxy form will not preclude the shareholder of H Shares from attending

and voting at the Meeting. 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.

IV. OTHER MATTERS

1. Contact details of the Company

Contact Address: 49/F, China Merchants Bank Tower,

No.7088 Shennan Boulevard, Shenzhen,

The People’s Republic of China

Postcode: 518040

Contact Person: Chen Yuxiao, Lu Lan

Contact Telephone: (86 755) 83195882, 83195829

Contact Fax: (86 755) 83195109


– 27 –

2. The Meeting is expected to be concluded within half a day. All shareholders and

proxies of the shareholders are responsible for their own transportation fee,

accommodation and other related expenses.

3. As at the date of this notice, the executive directors of the Company are Ma Weihua,

Zhang Guanghua and Li Hao; the non-executive directors of the Company are Qin

Xiao, Wei Jiafu, Fu Yuning, Li Yinquan, Hong Xiaoyuan, Ding An Hua Edward, Sun

Yueying, Wang Daxiong and Fu Junyuan; and the independent non-executive

directors of the Company are Wu Jiesi, Yi Xiqun, Yan Lan, Chow Kwong Fai,

Edward, Liu Yongzhang and Liu Hongxia.

Yours faithfully,

By order of the Board of Directors of

China Merchants Bank Co., Ltd.

Chairman

Qin Xiao

26 April 2010


– 28 –

Documents

CHINA MERCHANTS BANK CO., LTD.file.cmbchina.com/announcement/6045f52d-b9f8-4ec6-b9d6-2e3fe9… · If you are in any doubt as to any aspect of this circular or as to the action to