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PROPOSED APPOINTMENT AND RE-APPOINTMENT OF DIRECTORS AND SUPERVISORS

China Merchants Bank Co., Ltd. (the “Company”) has decided to hold its annual general meeting of shareholders for the year 2006 by way of physical meeting on 15 June 2007 (Friday) at 9:00 a.m. for, among other things, considering and approving the appointment and re-appointment of Directors and Supervisors of the Company. The notice of annual general meeting of 2006 has also been issued by the Company on the even date.

The following are the biographies of the Directors and Supervisors proposed to be
re-appointed and appointed at the annual general meeting of 2006 of the Company:

Non-executive Directors

Mr. Qin Xiao, aged 60. He is the chairman and non-executive director of the Company. He joined the Company in April 2001. Mr. Qin obtained a doctorate degree in economics from Cambridge University in 2002 and is a senior economist. He is a member of the Tenth Chinese People’s Political Consultative Conference, and is a part-time professor at the School of Economics & Management, Tsinghua University and the People’s Bank of China Postgraduate Division. He has been chairman of the board of China Merchants Group since January 2001, and was previously the vice chairman of the board of China International Trust and Investment Trust Corporation from 2000 to 2001, general manager of the China International Trust and Investment Corporation from 1995 to 2000, chairman of the board of China CITIC Industrial Bank (now China CITIC Bank) from 1998 to 2001, an advisor on the Foreign Currency Policy of the State Administration of Foreign Exchange from 1999 to 2001, chairman of the APEC Business Advisory Council for the 2001 term from 2000 to 2001, and a deputy of the Ninth National People’s Congress.

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 Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (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 Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules” or “rules”) nor is he involved in any of the matters required to be disclosed pursuant to the 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. Fu Yuning, aged 50. He is the non-executive director of the Company. He joined the Company in March 1999. Mr. Fu obtained a doctorate degree from Brunel University, the United Kingdom in 1987. He has been a director and president of China Merchants Group since April 2000. Mr. Fu has been the chairman and managing director of China Merchants Holdings (International) Co., Ltd. (a company listed on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”)) and the chairman and executive director of China Merchants China Direct Investments Limited (a company listed on the Hong Kong Stock Exchange) since January 1999. He has also been an independent non-executive director of Integrated Distribution Services Group Limited (a company listed on the Hong Kong Stock Exchange) since November 2004, an independent non-executive director of Sino Land Company Limited (a company listed on the Hong Kong Stock Exchange) since June 2005 and a director of Hong Kong Port Development Council since January 2003. He has served as the chairman of Shenzhen Chiwan Petroleum Supply Base Co., Ltd. (a company listed on the Shenzhen Stock Exchange) since April 1998 and chairman of China Nanshan Development (Group) Inc. since December 1998. He previously served as chairman of the board of Shenzhen Chiwan Wharf Holdings Limited (a company listed on the Shenzhen Stock Exchange) from 1993 to 1998 and chairman of Union Bank of Hong Kong Limited (now known as Industrial and Commercial Bank of China (Asia) Limited) (a company listed on the Hong Kong Stock Exchange) from 1999 to 2000.

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 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. Fu 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 the 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. Li Yinquan. He is the non-executive director of the Company. He joined the Company in April 2001. He obtained master’s degree in economics and finance in Graduate School of the People’s Bank of China in 1986 and a master’s degree in finance in FINAFRICA, Italy in 1988, respectively, and is a senior economist. He has been the vice president and chief financial officer of China Merchants Group since March 2004. He previously served as deputy division chief and division chief of the General Affairs Office of the Agricultural Bank of China from 1985 to 1992, an assistant general manager of the International Business Department and head of the Preparatory Group of the New York Branch from 1992 to 1995, deputy general manager of the Personnel and Education Department from 1995 to 1996, deputy general manager (acting general manager) of the Hong Kong Branch from 1997 to 1999, and general manager of the Planning and Finance Department of China Merchants Holdings (Hong Kong) Co., Ltd., deputy chief financial officer of China Merchants Group Ltd. and chief financial officer of China Merchants Group Ltd from 2000 to 2002.

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 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. Li 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 the 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. Huang Dazhan, aged 48. He is the non-executive director of the Company. He joined the Company in February 2002. Mr. Huang obtained a doctorate degree in economics from University of Manchester, the United Kingdom in 1993. Mr. Huang has been the managing director of China Merchants Finance Holdings Company Limited since June 1999, a director of China Merchants Holdings (Hong Kong) Company Limited since April 2000, a financial advisor to China Merchants Group since 1998, a director of China Merchants Securities Co., Limited since March 1999 and an executive director of China Merchants China Direct Investments Limited (a company listed on the Hong Kong Stock Exchange) and a director of China Credit Trust Co., Ltd. since March 1999 and since November 2005 respectively. Mr. Huang also has been the chairman of the board of China Merchants China Investment Management Limited, Houlder Insurance Brokers Far East Ltd, China Merchants Insurance Company Limited, China Merchants Holdings (UK) Co. Ltd., Houlder Insurance Brokers (China) Limited, China Merchants Finance Investment Holdings Co., Ltd., China Merchants Houlder Insurance Brokers Far East (Shanghai) Co. Ltd., China Merchants Industry Development (Shenzhen) Ltd., and Shenzhen Yan Qing Investment Development Company Limited since February 1999, March 1999, February 1999, March 1999, June 2001, March 1999, November 2004, March 1999 and September 2001. He also has been an independent non-executive director of China Wireless Technologies Limited (a company listed on the Hong Kong Stock Exchange) since November 2004 respectively, and a supervisor of Industrial Bank Co., Ltd. since June 2004. He previously served as an executive director, a member of the executive committee and chairman of the audit committee of Union Bank of Hong Kong Limited (now known as Industrial and Commercial Bank of China (Asia) Limited) (a company listed on the Hong Kong Stock Exchange) from 1999 to 2000.

The Company proposes to re-appoint Mr. Huang as the non-executive director for a term of three years. Mr. Huang will not receive any remuneration. Save as disclosed above, Mr. Huang 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. Huang 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 the 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. Ding An Hua, Edward, aged 43. He has obtained a master’s degree in business administration in the School of Business Administration of South China University of Technology in 1989. He has been the general manager of the strategy research department of China Merchants Group Ltd., concurrently a director of China Merchants Holdings (HK) Co., Ltd. and a director of China Merchants Energy Shipping Co., Ltd (a company listed on the Shanghai Stock Exchange) since 2004. He was an editor of China Communications Press from 1984 to 1986, a lecturer of the School of Business Administration of South China University of Technology from 1989 to 1992 and the head economist of the research department of China Merchants Group Ltd. from 1992 to 1995. He was a senior management staff with US firms from 1995 to 1998. He worked for Royal Bank of Canada from 1998 to 2000 and held the Canadian Investment Manager designation. From 2001 to 2004 he successively served as the assistant general manager, the deputy general manager of the business development department and deputy general manager of the corporate planning department of China Merchants Group Ltd.

The Company proposes to appoint Mr. Ding as the non-executive director for a term of three years. Mr. Ding will not receive any remuneration. Save as disclosed above, Mr. Ding 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. Ding 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 the 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 57. He is the vice chairman and non-executive director of the Company. He joined the Company in April 2001. He obtained a master’s degree in transportation planning and management from Dalian Maritime University in 1999 and a doctorate degree from Tianjin University in 2001. He has been a member of the Chinese Communist Party Central Committee for Disciplinary Inspection since November 2002 and the president of China Ocean Shipping (Group) Company since November 1998. He is also the chairman of the China Group Companies Promotion Association, the China Shipowners’ Association and the China Federation of Industrial Economics and a member of the Council of Bo’ao Forum for Asia. He has been a member of the Harvard Business School Asia-Pacific Advisory Board and an advisor of the Panama Canal Authority. He was the president of COSCO Holding (Singapore) Pte. Ltd. from 1993 to 1995, general manager of Chinese-Tanzania Joint Shipping Company from 1992 to 1993, Tianjin Ocean Shipping Company from 1995 to 1998 and COSCO Bulk Carrier Company Limited from 1997 to 1998. In 2003, he was awarded the “Famous Person in Shipping Award” from the Lloyd’s Asia Shipping Magazine and the “Port Pilot Award” conferred by the Port Authority of Long Beach, the United States.

Mr. Wei has been a chairman of the board of directors and executive director of China COSCO Holdings Company Limited since February 2005, and was the chairman and executive director of COSCO Pacific Limited from June 2000 to June 2005. He has been the chairman and a non-executive director of COSCO Pacific Limited since June 2005, and the chairman and director of COSCO International Holdings Limited since June 2000. All these three companies are listed on the Hong Kong Stock Exchange. Mr. Wei has been the chairman and director of COSCO Corporation (Singapore) Limited (a company listed on the Singapore Stock Exchange) since March 2000, chairman and director of COSCO Container Lines Company Limited since July 2000, chairman of the board and director of COSCO (Hong Kong) Group Limited since June 2000 and the general manager of COSCO Bulk Carrier Company Limited since April 2000.

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 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 the rules. Save for the above, there is no other matter that needs to be brought to the attention of the shareholders of the Company.

Ms. Sun Yueying, aged 48. She is the non-executive director of the Company. She joined the Company in April 2001. She is a university graduate and is a senior accountant. She has been the chief accountant of China Ocean Shipping (Group) Company since December 2000. She previously served as deputy manager of the Finance Department of Tianji Ocean Shipping Company from 1982 to 1993, head of the General Affairs and Management Department of COSCO Japan Company Limited from 1993 to 1997, deputy general manager of the Accounting and Finance Department from December 1997 to November 1998, general manager of the Treasury Department of China Ocean Shipping (Group) Company from November 1998 to February 2000 and vice chief accountant of China Ocean Shipping (Group) Company from February 2000 to December 2000.

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 with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, 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. Sun 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 she involved in any of the matters required to be disclosed pursuant to the 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. Wang Daxiong, aged 46. He is the non-executive director of the Company. He joined the Company in March 1998. He is a university graduate and is a senior accountant. Mr. Wang has been the chief accountant and vice president of China Shipping (Group) Company since January 1998 and 2001, respectively. He has been the vice president and chief accountant of China Shipping (Group) Company from December 2004. He has also been a non-executive director of China Shipping Container Lines Company Limited (a company listed on the Hong Kong Stock Exchange) since February 2004, an executive director of China Shipping Development Co., Ltd. (a company listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange) since August 1997 and chairman of the board of China Shipping (Hainan) Haisheng Shipping and Enterprise Co., Ltd. (a company listed on the SHSE) since July 2001. He previously served as a chief accountant and head of the Finance Department of Guangzhou Maritime Transport (Group) Co., Ltd. from 1996 to 1998.

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 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 the 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. Fu Junyuan, aged 45. He is the non-executive director of the Company. He joined the Company in March 2000. He obtained a master’s degree in business administration and is a senior accountant. He has been chief accountant of China Communications Construction Group (Ltd.) since September 2005. He previously served as deputy head and head of the Infrastructure Auditing Division of the Audit Bureau of the Ministry of Communications from 1989 to 1993, and head of the General Affairs Office of the Audit Bureau of the Ministry of Communications from 1994 to 1996.

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 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. Fu 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 the rules. Save for the above, there is no other matter that needs to be brought to the attention of the shareholders of the Company.

Executive Directors

Mr. Ma Weihua, aged 58. He is the executive director, president and chief executive officer of the Company. He joined the Company in January 1999. He obtained a doctorate degree in economics in 1999 and is a senior economist. He is currently a deputy of the Tenth National People’s Congress and a member of the Fourth Shenzhen Standing Committee of the Chinese People’s Political Consultative Conference. He has been chairman of the board of CMB International Capital Corporation Limited and of CIGNA and CMC Life Insurance Company Ltd. since September 1999 and September 2003 respectively, a director of China Merchants Group and an independent non-executive director of TOM Online Inc. (a company listed on the NASDAQ and the Hong Kong Growth Enterprise Market of the Hong Kong Stock Exchange) since July 2002 and October 2003 respectively. He is also vice chairman of the Affiliate of International Commerce Chamber in China, deputy chairman of China Enterprise Directors Association, chairman of the Association of Shenzhen Domestic Banks and the Shenzhen Association of Listed Companies, and a member of the Standing Council of China Society for Finance and Banking and of the Standing Council of the Eighth Council of Red Cross Society of China and a part time professor at over ten higher educational institutions including the Peking University, Nankai University, Jilin University and Southwest Finance University. He previously served as deputy office director of the People’s Bank of China in 1990, deputy director of the Planning and Funding Department of the People’s Bank of China from 1991 to 1992, president of the People’s Bank of China, Hainan Branch and head of the State Administration of Foreign Exchange, Hainan Branch from 1992 to 1998. He was named as “China Economy Person of the Year” by CCTV in 2001 and one of the “Rising Stars of Banking” by the United Kingdom’s The Banker magazine in 2005.
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.. Save as disclosed above, Mr. Ma 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. Ma 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 the 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. Zhang Guanghua, aged 50. He graduated from Department of Economics of Jilin University in 1983, and obtained a master’s degree in economics from Jilin University in 1986. In 2000 he obtained a doctorate degree in economics from Southwest Finance University. He was 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. He served as the deputy director-general of the Policy Research Office of State Administration of Foreign Exchange and the department head of the Planning Department from July 1986 to October 1992, the assistant President of People’s Bank of China Hainan Branch from October 1992 to June 1994. He served as vice president of PBOC Hainan Branch and deputy administrator of the State Administration of Foreign Exchange, Hainan Branch from June 1994 to November 1998 and vice president of PBOC Guangzhou Branch from November 1998 to September 2002. From September 2002 to April 2007, he served as chief executive officer of Guangdong Development Bank.

The Company proposes to 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 requirements set out in the Management Guidelines of Senior Management of China Merchants Bank Co., Ltd.. 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 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 the 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. Li Hao, aged 48. He obtained a master’s degree in business administration in 2000 and is a senior accountant. He has been the executive vice president and chief financial officer of China Merchants Bank Co., Ltd. since March 2002 and March 2007 respectively. He served as the deputy head and head of the Enterprise Finance Office of the Finance and Accounting Department of the Ministry of Communications from 1987 to 1994, an assistant director and deputy director of the Finance and Accounting Department of the Ministry of Communications from 1994 to 1997. He has been the executive vice president of our Company since 1997 and concurrently the general manager of our Shanghai Branch from April 2000 to March 2002.

The Company proposes to 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 requirements set out in the Management Guidelines of Senior Management of China Merchants Bank Co., Ltd.. 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.

In addition, there is no other information in relation to Mr. Li 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 the rules. Save for the above, there is no other matter that needs to be brought to the attention of the shareholders of the Company.

Independent Non-Executive Directors

Mr. Wu Jiesi, aged 55. He is the independent non-executive director of the Company. He joined the Company in September 2005. He obtained a doctorate degree in economics from Finance Research Institute of the People’s Bank of China in 1996 and conducted post-doctorate research work in theoretical economics at the Economics Institute of Nankai University in 2001. He is a senior economist and a mentor of doctoral students. He has been the managing director and chief executive officer of Hopson Development Holdings Limited (a company listed on the Hong Kong Stock Exchange) since April 2005, an independent non-executive director of Beijing Enterprises Holdings Limited (a company listed on the Hong Kong Stock Exchange) since July 2004, an independent non-executive director of China Insurance International Holdings Company Limited (a company listed on the Hong Kong Stock Exchange) since May 2000, a non-executive director of China Water Affairs Group Limited (a company listed on the Hong Kong Stock Exchange) since February 2006 and a non-executive director of Shenzhen Investment Limited (a company listed on the Hong Kong Stock Exchange) since May 2006. He served in the Industrial and Commercial Bank of China from 1984 to 1995 in various senior positions, including the president of Industrial and Commercial Bank of China, Shenzhen Branch. As the Deputy Mayor between 1995 and 1998, he was responsible for finance, taxation, public revenue, securities, banking and education for the municipality. Mr. Wu was appointed as Assistant to the Governor of Guangdong Provincial People’s Government from 1998 to February 2000. He was the chairman of Guangdong Yue Gang Investment Holdings Company Limited from 2000 to 2005, the chairman of Guangdong Holdings Limited from 2000 to 2005, the honorary president of Guangdong Investment Limited (“GDI”), (a company listed on the Hong Kong Stock Exchange) from March 14, 2004 to April 28, 2005 and the honorary president of Guangdong Tannery Limited (a company listed on the Hong Kong Stock Exchange) from 2004 to 2005.

Mr. Wu assisted the Governor of Guangdong Provincial People’s Government in the handling of the debt restructuring of Guangdong Enterprises (Holdings) Limited (“GDE”) and its subsidiaries and associates (the “GDE Group”). As part of the process, he was appointed as a director of GDE on February 12, 2000. The debt restructuring of the GDE Group was a successful one and closing of the debt restructuring took place on December 22, 2000. He ceased to be a director of GDE from May 8, 2001. The debt restructuring of GDI (an associate of GDE) and its subsidiaries was also completed on December 22, 2000, and all the financial indebtedness under the debt restructuring scheme was repaid or settled in full in May 2003. Mr. Wu served as a director of GDI from March 14, 2000 to April 28, 2005. Neither GDE or GDI has been dissolved or put into liquidation within 12 months after Mr. Wu ceased to act as their director.

The Company proposes to re-appoint Mr. Wu as the independent non-executive director for a term of three years, except that such three-year term will be subject to adjustments pursuant to the requirements of the relevant applicable laws and regulations. According to the resolutions of the Third Extraordinary Shareholders’ General Meeting of 2006 of the Company, 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, 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. Wu 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 the rules. Save for the above, there is no other matter that needs to be brought to the attention of the shareholders of the Company.

Ms. Yan Lan, aged 50. She obtained a bachelor’s degree in French Language and Literature from Beijing Foreign Languages Institute in 1981, a master’s degree in International Law from Peking University in 1984 and a doctorate degree in International Law from Graduate Institute of International Studies in Geneva in 1993. 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 counsel of ICC CHINA. She also serves as an investment advisor of Tianjin, the PRC, the chairman of the International Advisory Committee of Beijing Music Festival, the Chairman of China Heritage Protection Fund (CHS) and an international advisor of the Women’s Forum for the Economy and Society. She joined Gide Loyrette et Nouel in 1991 and was admitted by Paris Bar Association in 1994. She became the first female foreign partner of Gide Loyrette et Nouel in 1997. She was elected as an advisor to France on foreign trade in 2006.

The Company proposes to appoint Ms. Yan as the independent non-executive director for a term of three years. According to the resolutions of the Third Extraordinary Shareholders’ General Meeting of 2006 of the Company, 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 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. Yan 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 she involved in any of the matters required to be disclosed pursuant to the 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. Song Lin, aged 44. He holds a bachelor’s degree in engineering mechanics from the University of Tong Ji in Shanghai, China. He has been the president of China Resources (Holdings) Company Limited since December 2004 and vice chairman and president of China Resources (Holdings) Company Limited since November 2006. He joined the China Resources (Holdings) Company Limited in 1985, and was appointed as a director and vice president of China Resources (Holdings) Company Limited from April 2000 to April 2001, the managing director and vice president of China Resources (Holdings) Company Limited from April 2001 to December 2004. He was the vice chairman and managing director of China Resources Enterprise, Limited (a company listed on the Hong Kong Stock Exchange), and the chairman and managing director of China Resources Enterprise, Limited from November 2001 to December 2004 and from December 2004 to March 2005, respectively. He has been the chairman of China Resources Enterprise, Limited since March 2005 and the chairman of China Resources Power Holdings Company Limited (a company listed on the Hong Kong Stock Exchange) since August 2004. Mr. Song has been appointed as the chairman of China Resources Land Limited (a company listed on the Hong Kong Stock Exchange) since February 2006. Since September 2004, he has also been an independent non-executive director of Geely Automobile Holdings Limited (a company listed on the Hong Kong Stock Exchange) and the vice chairman of China Vanke Co., Ltd., a listed company on Shenzhen Stock Exchange, since April 2005. Mr. Song has extensive experiences in corporate management and he currently oversees the implementation of overall business development and strategy of China Resources (Holdings) Company Limited.

The Company proposes to appoint Mr. Song as the independent non-executive director for a term of three years. According to the resolutions of the Third Extraordinary Shareholders’ General Meeting of 2006 of the Company, the annual remuneration before tax of Mr. Song will be RMB0.3 million. Mr. Song 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. Song 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 the 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. Chow Kwong Fai, Edward, aged 54. He is an independent non-executive director of the Company. He joined the Company in May 2006. He obtained a degree in business from Middlesex Polytechnic (subsequently renamed Middlesex University), the United Kingdom in 1975. He is a senior member of Institute of Chartered Accountants in England and Wales and Hong Kong Institute of Certified Public Accountants. He is a member of the Chinese People’s Political Consultative Conference - Zhejiang Province and the Election Committee of Hong Kong SAR. He 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 respectively. He has also served as independent non-executive director of COSCO Pacific Co., Ltd. (a company listed on the Hong Kong Stock Exchange) since June 2005. He has been deputy chairman of Hong Kong Institute of Directors and the Business and Professionals Federation of Hong Kong since July 1997 and June 1998 respectively. He is deputy chairman of the Professional Accountants in Business Committee of the International Federation of Accountants since 2006 and a core member of the OECD/World Bank Asian Corporate Governance Roundtable since 1999. He previously served as the president of the Hong Kong Institute of Certified Public Accountants in 2005, chairman of its Corporate Governance Committee from 1995 to 2000 and from 2003 to 2004, and chairman of its Professional Accountants in Business Committee from 2001 to 2004. Mr. Chow previously worked for 11 years with Deloitte Haskins & Sells in the UK and Price Waterhouse (as they were then known) in Hong Kong.

The Company proposes to re-appoint Mr. Chow as the independent non-executive director for a term of three years, except that such three-year term will be subject to adjustments pursuant to the requirements of the relevant applicable laws and regulations. According to the resolutions of the Third Extraordinary Shareholders’ General Meeting of 2006 of the Company, the annual remuneration before tax of Mr. Chow will be RMB0.3 million. Mr. Chow 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. Chow 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 the 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. Liu Yongzhang, aged 50. He is an independent non-executive director of the Company. He joined the Company in May 2006. He obtained a master’s degree in economics from Shanghai University of Finance and Economics in January 1997. He is currently an associate professor of the International Business Administration Faculty, a mentor to postgraduates, the deputy secretary to 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 Limited (a company listed on the Shanghai Stock Exchange) since June 2004. He previously served as the deputy secretary and secretary to the league committee of the Shanghai University of Finance and Economics from 1984 to 1985, deputy division chief and division chief of the Student Management Division of the Shanghai University of Finance and Economics from 1985 to 1997, a member of the party committee and head of the party organisation committee from 1994 to 1997. From January 1995 to June 1995, he was a visiting scholar of the University of Illinois at Chicago, U.S., where he studied the subject of management.

The Company proposes to re-appoint Mr. Liu as the independent non-executive director for a term of three years, except that such three-year term will be subject to adjustments pursuant to the requirements of the relevant applicable laws and regulations. According to the resolutions of the Third Extraordinary Shareholders’ General Meeting of 2006 of the Company, 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, 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. Liu 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 the rules. Save for the above, there is no other matter that needs to be brought to the attention of the shareholders of the Company.

Ms. Liu Hongxia, aged 43. She obtained a doctorate degree in management from the Central University of Finance and Economics in June 2004 and was a post doctoral fellow in Corporate Governance Center of the Nankai University from September 2004 to April 2007. She is currently a professor in accounting at the Central University of Finance and Economics and the mentor of doctoral students. Since 2003, she has also been an accreditations expert of Beijing senior accountants. She has been a director at the Beijing Institute of Accounting since 2006. She has been an independent non-executive director of Henan Zhongfu Industrial Co., Ltd. (a company listed on the Shanghai Stock Exchange) since 2006. She was previously a lecturer at the Capital University of Economics and Business, the Shandong University of Finance, the Central College for Treasury Finance Administration and the Central University of Finance and Economics, School of Accounting, and practised as an auditor with Beijing Zhongzhou Accountancy Firm.

The Company proposes to re-appoint Ms. Liu as the independent non-executive director for a term of three years, except that such three-year term will be subject to adjustments pursuant to the requirements of the relevant applicable laws and regulations. According to the resolutions of the Third Extraordinary Shareholders’ General Meeting of 2006 of the Company, the annual remuneration before tax of Ms. Liu will be RMB0.3 million. Ms. Liu 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 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 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 she involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the shareholders of the Company.

Supervisors (excluding Employee Representative Supervisors)

Shareholder Representative Supervisors

Mr. Zhu Genlin, aged 51. He is a shareholders’ representative supervisor of the Company. Mr. Zhu graduated from Shanghai University of Finance in 1983 and obtained a master’s degree in economics in 1995. He is a senior economist and associate researcher. He has been the chief financial officer of Shanghai Automotive Industry Corporation (Group) and the director of Shanghai Automotive Industry Corporation and a supervisor of Shanghai Automotive Co., Ltd. (a company listed on the Shanghai Stock Exchange) since February 2002, December 2004 and March 2001 respectively. He previously served as the manager of Planning Department and Fund Investment Management Department of Shanghai International Trust & Investment Co., Ltd. and concurrently general manager and legal representative of Shanghai Shangtou Investment Management Company from 1993 to 1998, general manager and chairman of Shanghai Automotive Group Finance Company, Ltd. from 1998 to 2005 and deputy chief accountant of Shanghai Automotive Industry Corporation (Group) from 2000 to 2002.

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 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. Zhu 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 the 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. Chen Haoming, aged 41. He is a shareholders’ representative supervisor of the Company. Mr. Chen obtained a master’s degree in economics from the Central University of Finance and Economics in 2000 and is a senior economist. He has served as a deputy manager of Zhonghai Trust and Investment Co., Ltd. since August 2005. He previously served as the head of Assets Division of Finance Department of China National Offshore Oil Corp (CNOOC) from 1997 to 2000 and general manager of CNOOC Investment Co., Ltd. from 2000 to 2005.

The Company proposes to re-appoint Mr. Chen as the shareholder representative supervisor for a term of three years. Mr. Chen will not receive any remuneration. Mr. Chen 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. Chen 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 the 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. Dong Xiande, aged 60. He graduated from accounting and statistics of Shanghai Harbour School in 1966. He is a senior accountant. He has been the director and chief accountant of Qinhuangdao Port Group Co., Ltd. since August 2002. He was the deputy head of Treasury Department of Qinhuangdao Port Authority from August 1984 to September 1985. He was the head of Treasury Department of Qinhuangdao Port Authority from September 1985 to December 1997. He was the Director of Settlement Centre of Qinhuangdao Port Authority from December 1997 to June 1998 and the chief accountant of Qinhuangdao Port Authority from June 1998 to August 2002. He has been the director of China Merchants Securities Co., Ltd. since July 2001 and the director of China Shipping Haisheng Co., Ltd., a company listed on the Shanghai Stock Exchange, since September 2001.

The Company proposes to appoint Mr. Dong as the shareholder representative supervisor for a term of three years. Mr. Dong will not receive any remuneration. Save as disclosed above, Mr. Dong 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. Dong 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 the 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. Li Jiangning, aged 48. Graduated in Shandong Normal University, major of Chinese literature in 1981. He obtained a master of philosophy in Chinese literature from Shandong Normal University in 1987. He is an economic researcher, and has been the mentor of master students of Economics at Shandong University of Finance since April 2006, vice president and chief legal advisor of Shandong Provincial State-owned Asset Investment Holding Co., Ltd since November 2005. He was the lecturer of Department of Chinese literature at Shandong Normal University from July 1987 to January 1989, vice section head of department of integration, section head of communication department of Committee for Economic Restructuring of Shandong from January 1989 to May 1993 and Deputy Supervisor of Shandong Provincial Shareholding System Development Service Center from May 1993 to February 1994. He was the deputy chief editor of Shandong Securities Journal from February 1994 to December 1997. He was the head of macro-control department of the Committee for Economic Restructuring of Shandong from December 1997 to October 2000. He was the head of integration department of the Committee for Economic Restructuring of Shandong from October 2000 to June 2004, the Head of the distribution department of State-owned Assets Supervision and Administration Commission of Shandong Provincial Government from June 2004 to November 2005.

The Company proposes to 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 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. Li 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 the rules. Save for the above, there is no other matter that needs to be brought to the attention of the shareholders of the Company.

External Supervisors

Mr. Shi Jiliang, aged 62. He is the chairman of Board of Supervisors and external supervisor of the Company. He is a university graduate and a senior economist, and member of the Tenth Committee of the Chinese People’s Political Consultative Conference. He was formerly vice president of Heilongjiang branch of the Agricultural Bank of China from 1983 to 1988, vice president of Tianjing branch of the Agricultural Bank of China from 1988 to 1991, president of Tianjing branch of the People’s Bank of China from 1991 to 1994, president of the Agricultural Bank of China from 1994 to 1997, vice president of the People’s Bank of China from 1997 to 2003 and vice chairman of the China Banking Regulatory Commission from 2003 to 2005.

The Company proposes to re-appoint Mr. Shi as the external supervisor for a tenure of three years, except that such three-year term will be subject to adjustments pursuant to the requirements of the relevant applicable laws and regulations. According to the resolutions of the Third Extraordinary Shareholders’ General Meeting of 2006 of the Company, 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 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 the 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. Shao Ruiqing, aged 49. He is an external supervisor of the Company. Mr. Shao obtained a doctorate degree in Tongji University in May 2005 and is a professor and mentor to doctoral students. He is currently the deputy head of the Shanghai Lixin University of Commerce, deputy head of the China Association of Communications Accountancy, a director of the China Institute of Accounting Instructors, the deputy head of the Shanghai Association of Communications Accountancy, a director, and a member of the working committee on higher education of the Shanghai Institute of Accountancy. He has also served as an independent non-executive director of Zhonghai Shipping (Hainan) Haisheng Shipping and Enterprise Co., Ltd. (a company listed on the Shanghai Stock Exchange) since February 2003, Nanjing Water Transport Industry Co., Ltd. (a company listed on the Shanghai Stock Exchange) since February 2002, Shenzhen Guangju Energy Co., Ltd. (a company listed on the Shenzhen Stock Exchange) since November 2004 and CHEC Dredging Co., Ltd. since June 2002. He was formerly the head of the finance and accounting department of the Shanghai Maritime University, and deputy dean of the school of management and dean of the School of Economic Administration of the Shanghai Maritime University since June 2002.

The Company proposes to re-appoint Mr. Shao as the external supervisor for a term of three years, except that such three-year term will be subject to adjustments pursuant to the requirements of the relevant applicable laws and regulations. According to the resolutions of the Third Extraordinary Shareholders’ General Meeting of 2006 of the Company, the annual remuneration before tax of Mr. Shao will be RMB0.3 million. Mr. Shao 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. 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 rules. Save for the above, there is no other matter that needs to be brought to the attention of the shareholders of the Company.

By order of the Board of Directors of
China Merchants Bank Co., Ltd.
Qin Xiao
Chairman

30 April 2007

As at the date of this announcement, the executive director of the Company is Ma Weihua; the non-executive directors of the Company are Qin Xiao, Wei Jiafu, Fu Yuning, Li Yinquan, Huang Dazhan, Tan Yueheng, Sun Yueying, Wang Daxiong and Fu Junyuan; and the independent non-executive directors of the Company are Wu Jiesi, Lin Chuxue, Austin Hu Chang Tau, Chow Kwong Fai, Edward, Liu Yongzhang and Liu Hongxia.

  
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