中國銀行股份有限公司 BANK OF CHINA...

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Bank of China Limited (中國銀行股份有限公司) (the “Bank”), you should at once hand this circular and the enclosed proxy form and reply slip to the purchaser or transferee or to the bank or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

中國銀行股份有限公司BANK OF CHINA LIMITED

(a joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 3988 and 4601 (Preference Shares))

2015 FIRST EXTRAORDINARY GENERAL MEETINGAND 2015 FIRST H SHAREHOLDERS CLASS MEETING

A notice convening the EGM of the Bank to be held at Bank of China Head Office Building, No. 1 Fuxingmen Nei Dajie, Beijing, China at 9:30 a.m. on Friday, 4 December 2015 (registration will begin at 8:30 a.m.) is set out on pages 13 and 14 of this circular.

A notice convening the H Shareholders Class Meeting to be held at Bank of China Head Office Building, No. 1 Fuxingmen Nei Dajie, Beijing, China at 9:30 a.m. on Friday, 4 December 2015 (registration will begin at 8:30 a.m.) (or immediately after the conclusion the EGM and the A Shareholders Class Meeting or any adjournment thereof) is set out on pages 15 and 16 of this circular.

Whether or not you are able to attend the EGM and/or the H Shareholders Class Meeting, you are advised to read the Notice of EGM and the Notice of H Shareholders Class Meeting and to complete and return the enclosed proxy forms in accordance with the instructions printed thereon. For H-share Shareholders, the proxy forms should be returned to the Bank’s H Share Registrar, Computershare Hong Kong Investor Services Limited, in person or by post as soon as possible but in any event not less than 24 hours before the time stipulated for convening the EGM and the H Shareholders Class Meeting or any adjourned meeting thereof. Completion and return of the proxy forms will not preclude you from attending and voting at the EGM and/or the H Shareholders Class Meeting or at any adjourned meeting if you so wish.

If you intend to attend the EGM and/or the H Shareholders Class Meeting in person or by proxy, you are required to complete and return the reply slips to the Bank’s Board Secretariat or to Computershare Hong Kong Investor Services Limited on or before Saturday, 14 November 2015.

The English and Chinese versions of this circular and the accompanying forms of proxy and reply slips are available on the Bank’s website at www.boc.cn and the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk. You may access the aforesaid documents by clicking “Investor Relations” on the homepage of the Bank’s website or browsing through the website of Hong Kong Exchanges and Clearing Limited.

19 October 2015

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CONTENTS

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Page

DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

2. Business to be Considered at the EGM and the H Shareholders Class Meeting. . . . . . . . . . . . . . . . . . . . . 3

3. The EGM and the H Shareholders Class Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

4. Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

5. Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

APPENDIX — BUSINESS TO BE CONSIDERED AT THE EGM AND THE H SHAREHOLDERS CLASS MEETING . . . . . 5

NOTICE OF EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

NOTICE OF H SHAREHOLDERS CLASS MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

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DEFINITIONS

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

“A Shareholders Class Meeting” The 2015 first A-share Shareholders class meeting of the Bank to be held

at Bank of China Head Office Building, No. 1 Fuxingmen Nei Dajie, Beijing,

China at 9:30 a.m. (or immediately after the conclusion of the EGM or any

adjournment thereof) on Friday, 4 December 2015 (registration will begin at

8:30 a.m.)

“A-shares” Domestic shares with nominal value of RMB1.00 each in the share capital

of the Bank which are listed on the Shanghai Stock Exchange (stock code:

601988)

“A-share Shareholder(s)” Holder(s) of A-shares

“Articles of Association” Articles of association of the Bank amended at the 2013 Annual General

Meeting of the Bank held on 12 June 2014 and approved by the CBRC in

August 2014

“Bank” or “Bank of China” Bank of China Limited (中國銀行股份有限公司), a joint stock limited company

incorporated in the PRC, the H-shares and A-shares of which are listed on the

Hong Kong Stock Exchange and the Shanghai Stock Exchange, respectively

“Board” or “Board of Directors” The Board of Directors of the Bank

“BOCA” BOC Aviation Pte. Ltd., a wholly-owned subsidiary of the Bank as at the date

of this circular

“CBRC” China Banking Regulatory Commission

“CSRC” China Securities Regulatory Commission

“Director(s)” The Director(s) of the Bank

“EGM” The 2015 first extraordinary general meeting of the Bank to be held at Bank of

China Head Office Building, No. 1 Fuxingmen Nei Dajie, Beijing, China at 9:30

a.m. on Friday, 4 December 2015 (registration will begin at 8:30 a.m.)

“Executive Director(s)” The Executive Director(s) of the Bank

“H Shareholders Class Meeting” The 2015 first H-share Shareholders class meeting of the Bank to be held

at Bank of China Head Office Building, No. 1 Fuxingmen Nei Dajie, Beijing,

China at 9:30 a.m. (or immediately after the conclusion of the EGM and

the A Shareholders Class Meeting or any adjournment thereof) on Friday, 4

December 2015 (registration will begin at 8:30 a.m.)

“H-shares” Overseas listed foreign shares with nominal value of RMB1.00 each in the

share capital of the Bank which are listed on the Hong Kong Stock Exchange

and traded in Hong Kong dollars (stock code: 3988)

“H-share Shareholder(s)” Holder(s) of H-shares

“Hong Kong” The Hong Kong Special Administrative Region of the PRC

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DEFINITIONS

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“Hong Kong dollar” or “HK$” Hong Kong dollar, the lawful currency of Hong Kong

“Hong Kong Listing Rules” The Rules Governing the Listing of Securities on The Stock Exchange of Hong

Kong Limited (as amended from time to time)

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

“Huijin” Central Huijin Investment Ltd. (the Bank’s controlling shareholder)

“Independent Non-executive Director(s)” The Independent Non-executive Director(s) of the Bank

“Non-executive Director(s)” The Non-executive Director(s) of the Bank

“PRC” The People’s Republic of China

“Preference Shares” Preference shares with nominal value of RMB100 each in the preference share

capital of the Bank

“Preference Shareholder(s)” Holder(s) of Preference Shares

“RMB” Renminbi, the lawful currency of the PRC

“Shareholder(s)” Shareholder(s) of the Bank, including A-share Shareholders and H-share

Shareholders

“US dollar” or “US$” US dollars, the lawful currency of the United States of America

This circular contains translations between US dollar and Renminbi amounts at US$1.00 = RMB6.34. The translations should

not be taken as a representation that the US dollar could actually be converted into Renminbi at that rate or at all.

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LETTER FROM THE BOARD

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Board of Directors: Mr. Tian Guoli (Chairman) Mr. Chen Siqing (Vice Chairman and President)* Mr. Zhang Xiangdong* Mr. Zhang Qi* Mr. Wang Yong* Mr. Wang Wei* Mr. Liu Xianghui* Mr. Li Jucai** Mr. Chow Man Yiu, Paul** Mr. Jackson Tai** Mr. Nout Wellink** Mr. Lu Zhengfei** Mr. Leung Cheuk Yan

* Non-Executive Directors** Independent Non-executive Directors

Registered Office:No. 1 Fuxingmen Nei Dajie

Beijing 100818PRC

Place of Business in Hong Kong:8th Floor

Bank of China Tower1 Garden Road

Hong Kong

19 October 2015

Dear H-share Shareholders,

1. INTRODUCTION

On behalf of the Board of Directors, I invite you to attend (i) the EGM to be held at Bank of China Head Office Building, No. 1 Fuxingmen Nei Dajie, Beijing, China at 9:30 a.m. on Friday, 4 December 2015 (registration will begin at 8:30 a.m.) and (ii) the H Shareholders Class Meeting to be held at Bank of China Head Office Building, No. 1 Fuxingmen Nei Dajie, Beijing, China at 9:30 a.m. on Friday, 4 December 2015 (registration will begin at 8:30 a.m.) (or immediately after the conclusion of the EGM and the A Shareholders Class Meeting or any adjournment thereof).

The purpose of this circular is to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM and the H Shareholders Class Meeting.

2. BUSINESS TO BE CONSIDERED AT THE EGM AND THE H SHAREHOLDERS CLASS MEETING

The items of business to be considered at the EGM and the H Shareholders Class Meeting are described in detail in the Notice of EGM and the Notice of H Shareholders Class Meeting set out on pages 13 to 16 of this circular.

At the EGM, the following resolutions will be proposed to approve:

(i) the proposal on the election of Mr. Zhu Hexin and Mr. Zhang Jinliang as Executive Directors of the Bank;

(ii) the proposal on the Remuneration Distribution Plan for the Chairman of the Board of Directors, Executive Directors, the Chairman of the Board of Supervisors and the Shareholder Representative Supervisors in 2014;

(iii) the proposal in relation to the plan of the overseas listing of BOC Aviation Pte. Ltd.;

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LETTER FROM THE BOARD

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(iv) the proposal in relation to the authorization to the Board and its authorized persons to deal with the overseas listing matters of BOC Aviation Pte. Ltd.;

(v) the proposal in relation to the description of the sustainable profitability and prospects of the Bank;

(vi) the proposal in relation to the undertaking of the Bank to maintain its independent listing status;

(vii) the proposal in relation to the compliance of the overseas listing of BOC Aviation Pte. Ltd. with the Circular on Issues in relation to Regulating Overseas Listing of Subsidiaries of Domestic-Listed Companies; and

(viii) the proposal regarding the provision of assured entitlement to H-share Shareholders only for the spin-off of BOC Aviation Pte. Ltd..

The resolutions in paragraphs (i) to (vii) above are ordinary resolutions and the resolution in paragraph (viii) is a special resolution.

In addition, the resolution in paragraph (viii) above is subject to the approvals by way of a special resolution at the EGM, the A Shareholders Class Meeting and the H Shareholders Class Meeting.

In order to enable you to have a better understanding of the resolutions to be proposed at the EGM and the H Shareholders Class Meeting and to make an informed decision thereof, we have provided in this circular detailed background information, including the relevant information and explanation, to the resolutions to be proposed at the EGM and the H Shareholders Class Meeting (see the Appendix).

3. THE EGM AND THE H SHAREHOLDERS CLASS MEETING

The proxy forms and the reply slips of the EGM and the H Shareholders Class Meeting are also enclosed herewith.

If you intend to appoint a proxy to attend the EGM and/or the H Shareholders Class Meeting, you are required to complete and return the enclosed proxy forms in accordance with the instructions printed thereon as soon as possible. For H-share Shareholders, the proxy forms should be returned to the Bank’s H Share Registrar, Computershare Hong Kong Investor Services Limited in person or by post as soon as possible but in any event not less than 24 hours before the time stipulated for convening the EGM and the H Shareholders Class Meeting or any adjourned meeting thereof. Completion and return of the proxy forms will not preclude you from attending and voting at the EGM and/or the H Shareholders Class Meeting or at any adjourned meeting if you so wish.

If you intend to attend the EGM and/or the H Shareholders Class Meeting in person or by proxy, you are required to complete and return the reply slips to the Bank’s Board Secretariat or to Computershare Hong Kong Investor Services Limited on or before Saturday, 14 November 2015.

The Bank’s Board Secretariat is located at Bank of China Head Office Building, No. 1 Fuxingmen Nei Dajie, Beijing 100818, the PRC (Telephone: (8610) 6659 4572, Fax: (8610) 6659 4579, E-mail: [email protected]). The Bank’s H Share Registrar, Computershare Hong Kong Investor Services Limited, is located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (Telephone: (852) 2862 8555).

4. VOTING BY POLL

Pursuant to the Hong Kong Listing Rules, each of the resolutions set out in the Notice of EGM and the Notice of H Shareholders Class Meeting will be voted on by poll. Results of the poll voting will be published on the Bank’s website at www.boc.cn and the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the EGM and the H Shareholders Class Meeting.

5. RECOMMENDATION

The Board of Directors considers that the proposed resolutions set out in the Notice of EGM and the Notice of H Shareholders Class Meeting are in the interests of the Bank and the Shareholders as a whole. Accordingly, the Board of Directors recommends the Shareholders to vote in favour of the proposed resolutions at the EGM and the H-share Shareholders to vote in favour of the proposed resolution at the H Shareholders Class Meeting.

Yours faithfully,By order of the Board

Bank of China LimitedTian Guoli

Chairman

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APPENDIX BUSINESS TO BE CONSIDERED AT THE EGM ANDTHE H SHAREHOLDERS CLASS MEETING

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1. PROPOSAL ON THE ELECTION OF MR. ZHU HEXIN AND MR. ZHANG JINLIANG AS EXECUTIVE DIRECTORS

OF THE BANK

Mr. Zhu Hexin and Mr. Zhang Jinliang have been nominated as candidates for Executive Director of the Bank at the

meeting of the Board of Directors of the Bank held on 28 August 2015. Mr. Zhu Hexin’s and Mr. Zhang Jinliang’s term

of office as Director will be three years which will commence from the date of approval of their respective qualification

by CBRC.

The biographic details of Mr. Zhu Hexin are as follows:

Mr. Zhu Hexin was born in 1968, and has served as Executive Vice President of the Bank since June 2015. He joined

the Bank in 2015. Mr. Zhu Hexin worked at Bank of Communications for many years, and held various positions

thereat. He served as the Executive Vice President of Bank of Communications from April 2013 to March 2015.

From February 2010 to December 2014, he served as the Business Director, and concurrently as the Executive Vice

President and President of the Beijing Administrative Department. He also concurrently served as the General Manager

of the Corporate Banking Department of Bank of Communications from July 2010 to October 2011, and served as

the General Manager of the Beijing Branch of Bank of Communications from November 2011 to December 2014. He

obtained a Bachelor’s Degree in Engineering from Shanghai University of Finance and Economics in 1991.

The biographic details of Mr. Zhang Jinliang are as follows:

Mr. Zhang Jinliang was born in 1969, and has served as Executive Vice President of the Bank since July 2014. Mr.

Zhang joined the Bank in 1997 and served as General Manager of the Beijing Branch of the Bank from November

2009 to December 2014. From February 2007 to November 2009, Mr. Zhang served as General Manager of Financial

Management Department of the Head Office. From October 2003 to February 2007, Mr. Zhang served as Deputy

General Manager of the Financing and Accounting Department of the Head Office, and also served as General Manager

of the IT Blueprint Implementation Office from March 2005 to February 2007. He obtained his Doctorate in Economics

from Xiamen University in September 1997. He is a Certified Public Accountant.

Executive Directors of the Bank do not receive director’s remuneration but receive corresponding remuneration in

accordance with their positions in the Bank, including salaries, bonuses, employer’s contribution to compulsory

insurances and housing allowances. The remuneration of the Executive Director is determined with reference to the

relevant PRC regulations. The Personnel and Remuneration Committee of the Bank is responsible for determining the

annual remuneration scheme which will be recommended to the Board of Directors of the Bank and submitted for

consideration and approval by the shareholders’ meeting of the Bank. Executive Director does not receive director’s

remuneration from the Bank’s subsidiaries.

As far as the Directors of the Bank are aware and save as disclosed above, the above candidates for Director did not

hold any directorship in other public companies the securities of which are listed on any securities market in Chinese

mainland, Hong Kong or overseas in the last three years, nor do they have any other relationship with any Director,

senior management or substantial or controlling shareholder of the Bank, nor do they hold other positions in the Bank

or any of its subsidiaries. As of the date of hereof, the above candidates for Director do not have any interests in the

shares of the Bank or its associated companies within the meaning of Part XV of the Securities and Futures Ordinance

of Hong Kong.

Save as disclosed above, there is no other information in relation to the appointment of the above candidates for

Director that needs to be disclosed pursuant to any of the requirements set out in Rule 13.51(2)(h) to (v) of the Hong

Kong Listing Rules, nor are there any other matters that need to be brought to the attention of the Shareholders of the

Bank. The above candidates for Director have not been penalized by the CSRC or other relevant departments or stock

exchanges.

The proposal is hereby submitted by way of an ordinary resolution to the Shareholders for approval at the EGM.

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2. PROPOSAL ON THE REMUNERATION DISTRIBUTION PLAN FOR THE CHAIRMAN OF THE BOARD OF

DIRECTORS, EXECUTIVE DIRECTORS, THE CHAIRMAN OF THE BOARD OF SUPERVISORS AND THE

SHAREHOLDER REPRESENTATIVE SUPERVISORS IN 2014

According to the applicable policies of the PRC and the relevant administrative measures of the Bank, on basis of the

2014 annual performance appraisal results of the Chairman, Executive Directors, Chairman of the Board of Supervisors

and shareholder representative supervisors, the 2014 remuneration distribution plans for the abovementioned persons

are proposed as follows:

(1) Remuneration Distribution Plan for the current Chairman and Executive Directors

Unit: RMB Ten Thousand (before tax)

Name Position

Annual Basic

Salary

Annual

Performance

Bonus Total

TIAN Guoli Chairman 52.50 122.85 175.35

CHEN Siqing Vice Chairman, President 46.77 109.43 156.20

(2) Remuneration Distribution Plan for Former Executive Directors


Name Position

Annual Basic

Salary

Annual

Performance

Bonus Total

LI Lihui Former Vice Chairman,

President

3.94 9.21 13.15

LI Zaohang Former Executive Director,

Executive Vice President

45.41 106.25 151.66

WANG Yongli Former Executive Director,

Executive Vice President

15.14 35.42 50.56

Notes:

Due to age reason, Mr. Li Lihui resigned from his positions as Vice Chairman of the Board of Directors, Executive Director, member of the Strategic Development Committee of the Board and President of the Bank on 28 January 2014.

Due to age reason, Mr. Li Zaohang resigned from his positions as Executive Director, member of the Connected Transactions Control Committee of the Board and Executive Vice President of the Bank on 11 June 2015.

Due to the change of work, Mr. Wang Yongli resigned from his positions as Executive Director, member of the Risk Policy Committee of the Board and Executive Vice President of the Bank on 16 April 2014.

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(3) Remuneration Distribution Plan for Chairman of Board of Supervisors and Shareholder representative Supervisors


Name Position

Annual Basic

Salary

Annual

Performance

Bonus Total

LI Jun Chairman of the Board

of Supervisors

45.94 107.49 153.43

WANG Xueqiang shareholder representative

supervisor

40.95 94.80 135.75

LIU Wanming shareholder representative

supervisor

38.33 88.61 126.94

In accordance with the relevant PRC regulations, over 50% of the Chairman, Executive Directors, Chairman of Board of Supervisors and shareholder representative supervisors’ performance bonus will be deferred in its payment according to the business results in the future years. The period for deferred payment shall not be less than three years.

The above Remuneration Plan has been approved by the Board of the Directors of the Bank on 28 August 2015.

The proposal is submitted by way of an ordinary resolution to the Shareholders for approval at the EGM.

3. PROPOSAL IN RELATION TO THE PLAN OF THE OVERSEAS LISTING OF BOC AVIATION PTE. LTD.

The Bank intends to conduct a spin-off and overseas listing of its wholly-owned subsidiary, BOCA, on the Hong Kong Stock Exchange.

BOCA is a leading global aircraft leasing company with a portfolio of 250 owned and managed aircraft operated by 60 airlines in 31 countries, with commitments to acquire 201 aircraft, as of 31 December 2014.

The overseas listing plan of BOCA is set out below:

(1) Issuer: BOCA

(2) Offering structure: The proposed initial public offering of BOCA (the “IPO”) includes (i) Hong Kong public offering, representing 10% of the initially proposed issue size (subject to clawback mechanism pursuant to applicable rules under the Hong Kong Listing Rules or any waiver therefrom if obtained from the Hong Kong Stock Exchange), and (ii) international offering representing 90% of the initially proposed issue size (subject to over-allotment option and clawback mechanism pursuant to applicable Hong Kong Listing Rules or any waiver obtained from the Hong Kong Stock Exchange), which may include the assured entitlement to be obtained by existing shareholders of the Bank pursuant to applicable Hong Kong Listing Rules (subject to shareholders’ approval or waiver from the Hong Kong Stock Exchange).

(3) Place of listing: The Main Board of Hong Kong Stock Exchange.

(4) Size of issuance: The IPO size will not exceed 40% of the enlarged share capital (after any exercise of the over-allotment option); comprising not more than 20% of new shares to be issued by BOCA and not more than 20% of existing shares to be sold by the controlling shareholder of BOCA, in each case of BOCA’s enlarged share capital after the IPO.

(5) IPO timing: The IPO and listing of BOCA shall be launched in an optimal market window to be determined by the board of directors of BOCA or its authorized persons taking into account international capital market conditions and approval progress of domestic and overseas regulatory authorities.

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(6) Use of IPO proceeds: To purchase new fleet and replenish working capital1.

Following the spin-off and overseas listing of BOCA, the Bank will retain a substantial majority shareholding in BOCA, BOCA will remain as a subsidiary of the Bank and BOCA will continue to carry the BOC brand name.


As it is expected that the highest of the applicable percentage ratios (as defined in the Hong Kong Listing Rules) in respect of the spin-off and overseas listing of BOCA would be less than 5%, the spin-off and overseas listing of BOCA, if it proceeds, would not constitute a notifiable transaction for the Bank under the Hong Kong Listing Rules.

Shareholders should note that the spin-off and overseas listing of BOCA on the Hong Kong Stock Exchange will constitute a spin-off within the meaning of Practice Note 15 of the Hong Kong Listing Rules (“Practice Note 15”) and will be subject to the approval of the Hong Kong Stock Exchange. No application for the spin-off and overseas listing of BOCA has yet been made by the Bank to the Hong Kong Stock Exchange. The Bank intends to submit such application to the Hong Kong Stock Exchange if the resolution to approve the spin-off and overseas listing of BOCA is approved by Shareholders at the EGM.

Accordingly, Shareholders and potential investors should note that the spin-off and overseas listing of BOCA is subject to, among other things, the final decision of the Board, the approval of the board of directors of BOCA and the approval from the Hong Kong Stock Exchange. There is no assurance when the spin-off and overseas listing of BOCA will take place or if it will take place at all.

4. PROPOSAL IN RELATION TO THE AUTHORIZATION TO THE BOARD AND ITS AUTHORIZED PERSONS TO DEAL WITH THE OVERSEAS LISTING MATTERS OF BOC AVIATION PTE. LTD.

In order to ensure the smooth progress of the spin-off and overseas listing of BOCA, authorization is proposed to be granted to the Board and authorized to be delegated from the Board to the Vice Chairman and President of the Bank, Mr. CHEN Siqing, in dealing with matters under the framework and principles of the overseas listing plan of BOCA to be approved by the shareholders’ meeting, at its full discretion, regarding the spin-off and overseas listing of BOCA, including, but not limited to:

(1) to exercise the shareholders’ right over BOCA on behalf of the Bank at its full discretion, to make relevant resolution(s) and decision(s) in relation to the spin-off and overseas listing of BOCA (except for matters that are required to be resolved by the shareholders’ meeting pursuant to the laws and regulations);

(2) to make and implement the specific plan of BOCA’s spin-off and overseas listing, including but not limited to determining the offering structure, size of issuance and IPO timing; and to make necessary and proper adjustment to the relevant matters in relation to BOCA’s spin-off, its overseas listing plan and contents thereof based on the changes in laws and regulations, requirements and opinions of relevant regulatory authorities and stock exchanges and the specific market conditions (except for matters that are required to be resolved by the shareholders’ meeting pursuant to the laws and regulations);

(3) to submit application for the spin-off and listing to the Hong Kong Stock Exchange and relevant applications to relevant regulatory authorities including the CBRC and the CSRC (if applicable) in relation to the spin-off and overseas listing of BOCA at its full discretion and to deal with related matters;

(4) to revise, sign, execute, deliver and disclose any agreements, contracts and legal documents in relation to BOCA’s spin-off and overseas listing; and

(5) to deal with other necessary matters in connection with the spin-off and overseas listing of BOCA.

The abovementioned authorization is valid for 18 months from the date on which the proposal is considered and approved by the shareholders’ meeting.


1 Two items listed are use of proceeds to be raised from the issuance of new shares of BOCA. The proceeds to be raised from the sales of existing shares of BOCA by the controlling shareholder of BOCA will be used to recover investment costs at an early stage.

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5. PROPOSAL IN RELATION TO THE DESCRIPTION OF THE SUSTAINABLE PROFITABILITY AND PROSPECTS

OF THE BANK

In accordance with the relevant regulations of the CSRC, information regarding the Bank’s sustainable profitability and

prospects is reported as follows:

The individual businesses of the Bank are performing well at present. BOCA and other business segments of the

Bank continue to act independently and autonomously from each other. The overseas listing of BOCA will not have

any substantial impact on the sustainable operation of the other business segments of the Bank. The listing of BOCA

can increase the valuation of the aviation leasing segment of the Bank and thus the overall value of the Bank. Through

this spin-off and listing, BOCA is expected to further accelerate its development. Its revenues and profits will be

consolidated in the financial statements of the Bank, which will benefit the overall financial performance of the Bank.

In addition, the overseas listing of BOCA will firmly facilitate the strategic upgrade of the Bank, as well as further

consolidate the core competitiveness of the Bank and promote the sustainable development of the Bank.

Upon the overseas listing of BOCA, the Bank is able to continue to maintain favorable sustaining operation ability and

profitability. The relevant transaction terms of the spin-off and overseas listing of BOCA are fair and reasonable, taking

the interest of the shareholders of the Bank as a whole.


6. PROPOSAL IN RELATION TO THE UNDERTAKING OF THE BANK TO MAINTAIN ITS INDEPENDENT LISTING

STATUS

In accordance with the relevant regulations of the CSRC, the Bank’s commitment in maintaining its independent listing

status is reported as follows:

The Bank and BOCA shall continue to be independent from each other in the aspects of staff, asset, finance, institution,

business and others. They have their respective independent accounting systems and independently undertake

liabilities and risks.

The overseas listing of BOCA will have no adverse impact on the sustainable operation of the other business segments

of the Bank, nor will it affect the Bank in maintaining its independent listing status, which is in compliance with the

applicable laws, regulations, rules and normative documents as well as the requirements prescribed in the Circular on

Issues in Relation to Regulating Overseas Listing of Subsidiaries of Domestic-Listed Companies (Zheng Jian Fa [2004]

No. 67), issued by the CSRC (the “Circular”).


7. PROPOSAL IN RELATION TO THE COMPLIANCE OF THE OVERSEAS LISTING OF BOC AVIATION PTE. LTD.

WITH THE CIRCULAR ON ISSUES IN RELATION TO REGULATING OVERSEAS LISTING OF SUBSIDIARIES OF

DOMESTIC-LISTED COMPANIES

After self-examination, the Bank, as the controlling shareholder of BOCA, complies with the following conditions under

article 2 of the Circular:

(1) The listed company has been profitable in the latest three consecutive years

According to the audit reports, namely, Pu Hua Yong Dao Zhong Tian (2013) Shen Zi No. 10826, An Yong Hua

Ming (2014) Shen Zi No. 60100080_A01 and An Yong Hua Ming (2015) Shen Zi No. 60100080_A01, issued by

PricewaterhouseCoopers Zhong Tian CPAs Limited Company and Ernst & Young (special general partnership),

the net profits attributable to owners of the parent company as realized by the Bank were approximately

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RMB139.656 billion (restated figures in the 2013 report), RMB156.911 billion and RMB169.595 billion for the year

2012, 2013 and 2014, respectively, which comply with the provision of “profitable in the latest three consecutive

years”.

(2) The businesses and assets in which the listed company has invested with the proceeds from its

share issues and fundraisings within the latest three financial years shall not be used as its capital

contribution to the subsidiaries for the purpose of applying for overseas listing.

Since January 2012, the Bank has not used the business and assets in which the Bank has invested with

proceeds from share issues or fundraisings within the latest three financial years as capital contribution to BOCA

for the purpose of applying for overseas listing.

(3) The net profits of the subsidiary that the listed company is entitled to according to the equity interests

in the consolidated financial statements for the latest financial year shall not exceed 50% of the net

profits in the consolidated financial statements of the listed company.

According to the audited consolidated financial statements of BOCA for the financial year ended 31 December

2014 (which were prepared in accordance with Singapore Financial Reporting Standards), BOCA’s net profits of

approximately US$308.6 million (or approximately RMB1,957 million) which the Bank is entitled to according to

the equity interests in the consolidated financial statements do not exceed 50% of the Bank’s net profits in its

audited consolidated financial statements for the financial year 2014.

(4) The net assets of the subsidiary that the listed company is entitled to according to the equity interests

in the consolidated financial statements for the latest financial year shall not exceed 30% of the net

assets in the consolidated financial statements of the listed company

According to the audited consolidated financial statements of BOCA for the financial year ended 31 December

2014 (which were prepared in accordance with Singapore Financial Reporting Standards), BOCA’s net assets of

approximately US$2,096.4 million (or approximately RMB13,292 million) which the Bank is entitled to according

to the equity interests in the consolidated financial statements do not exceed 30% of the Bank’s net assets in its

audited consolidated financial statements for the financial year 2014.

(5) There is no competition within the same industry between the listed company and the subsidiary, and

they are independent from each other in assets and finance, and have no overlapping management

(i) There is no competition within the same industry between the listed company and the subsidiary

BOCA is principally engaged in aviation equipment leasing business. The main business of the Bank (apart

from BOCA) is principally engaged in providing banking and banking related financial services including

commercial banking, investment banking, insurance, direct investment and investment management, fund

management. The Bank (apart from BOCA) does not have the same or similar principal business as BOCA.

There is no competition within the same industry between the Bank and BOCA.

(ii) The listed company and the subsidiary are independent from each other in assets and finance.

The Bank and BOCA have their own independent and complete operational assets with clear ownership.

BOCA conducts registration, prepares accounts and carries out accounting and management

independently for all its assets. The Bank has never occupied or disposed of assets of BOCA, or

intervened with the operation and management of BOCA’s assets. The Bank and BOCA have set

up independent financial departments and established the financial accounting system and financial

management systems for the parent company and its subsidiaries.

The Bank and BOCA are independent from each other in assets and finance.

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(iii) The managers of the listed company and the subsidiary do not hold any overlapping executive positions in each other.

The managers of the Bank and BOCA do not hold any overlapping executive positions in each other.

(6) The shares of the subsidiary held by the directors, senior management and the affiliated persons of the listed company and its subsidiaries shall not exceed 10% of the total share capital of the subsidiary prior to the overseas listing.

The directors, senior management and the affiliated persons of the Bank and its subsidiaries do not hold shares of BOCA.

(7) The funds or assets of the listed company are not in the possession of the individual, legal person or other organization and their managers which has the actual controlling power, and there are no major connected transactions that would prejudice the interests of the company.

The Bank is in compliance with the above condition.

(8) The listed company has no acts of major violations of laws or regulations in the latest three years

The Bank is in compliance with the above condition.

In summary, the overseas listing of BOCA which is owned by the Bank is in compliance with relevant regulatory requirements set out under the Circular.


8. PROPOSAL REGARDING THE PROVISION OF ASSURED ENTITLEMENT TO H-SHARE SHAREHOLDERS ONLY FOR THE SPIN-OFF OF BOC AVIATION PTE. LTD.

As the proposed spin-off and listing of the wholly-owned subsidiary of the Bank, BOCA on the Hong Kong Stock Exchange by the Bank constitutes a spin-off within the meaning of the Practice Note 15, the following requirements must be complied with: the Listing Committee expects the existing issuer (the “Parent”) to have due regard to the interests of its existing shareholders by providing them with an assured entitlement to shares in the entity to be spun-off (the “Newco”), either by way of a distribution in specie of existing shares in Newco or by way of preferred application in any offering of existing or new shares in Newco (the “Assured Entitlement”). Provision of the Assured Entitlement to H-share Shareholders only for the spin-off and overseas listing of BOCA is hereby submitted to the Shareholders for approval by the shareholders’ meeting.

(1) The provision of the Assured Entitlement to H-share Shareholders only and the reasons thereof

Pursuant to the aforesaid requirements under Practice Note 15, the Bank shall have due regard to the interests of its existing Shareholders by way of providing the existing Shareholders with the Assured Entitlement to shares of BOCA. Upon due and thorough consideration, the Bank resolved to put forward a proposal to the shareholders’ meeting, the A Shareholders Class Meeting and the H Shareholders Class Meeting to consider and approve the provision of the Assured Entitlement to H-share Shareholders only in respect of the proposed spin-off, the reasons for which are as follows:

(i) Pursuant to the requirements under Article 17 of the Regulations for the Administration of Foreign Exchange of the People’s Republic of China (revised in 2008) (《中華人民共和國外匯管理條例》（2008年修訂）), a domestic institution or a domestic individual that deals in the issuance or trading of negotiable securities or derivative products overseas shall handle the registration formalities pursuant to the requirements of the foreign exchange administrative department of the State Council. However, in the current practice, except for domestic qualified institutional investors, the foreign exchange administrative department does not accept the registration of other domestic institution or individual for the issuance or trading in negotiable securities or derivative products overseas.

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(ii) At present, the Shanghai Stock Exchange has launched the “Shanghai-Hong Kong Stock Connect”

trading mechanism. However, pursuant to the requirements under Article 23 of the Implementation Rules

for Registration, Depository and Clearing Services under the Shanghai-Hong Kong Stock Connect Pilot

Programme (《滬港股票市場交易互聯互通機制試點登記、存管、結算業務實施細則》), China Securities

Depository and Clearing Co., Ltd. does not provide services regarding subscription of newly issued shares.

Therefore, A-share Shareholders cannot exercise the Assured Entitlement through “Shanghai-Hong Kong

Stock Connect” trading mechanism upon the listing of BOCA.

(iii) BOCA is a wholly-owned subsidiary of the Bank and therefore the transfer of its shares needs to follow

requirements of laws and regulations, including the Measures for the Administration of the Transfer of the

State-owned Assets of Financial Enterprises (Order of the Ministry of Finance No. 54) (《金融企業國有資產轉讓管理辦法》（財政部令第54號）), pursuant to which such transfers shall be carried out publicly

through property rights exchanges by way of listing. The transferees shall not be directly designated. Such

requirements make it impractical to conduct the transfer of shares.

The Bank’s PRC legal adviser has advised the Bank that due to the provisions of the above PRC laws and

regulations, the Bank is restricted from providing the Assured Entitlement to A-share Shareholders. Further, due

to the provisions relating to restrictions on profit distribution in Company Law of the People’s Republic of China

and the Articles of Association, the Bank will not be able to, by the way of distribution in specie, distribute the

shares of BOCA held by the Bank to the Shareholders of the Bank in order to provide the Assured Entitlement to

the Shareholders of the Bank.

(2) Corporate governance decision-making procedure for the provision of the Assured Entitlement to

H-share Shareholders only

Due to the aforementioned impediment for providing the Assured Entitlement to A-share Shareholders, the

Bank is only able to provide the Assured Entitlement to the existing H-share Shareholders in order to comply

with the above requirements in relation to assured entitlement under Practice Note 15. Provision of the Assured

Entitlement to H-share Shareholders only in respect of the proposed spin-off is deemed as a change in rights

of class shareholders under the Articles of Association, and it is therefore subject to the approval at the

shareholders’ meeting, the A Shareholders Class Meeting and the H Shareholders Class Meeting of the Bank,

respectively, by way of a special resolution pursuant to the requirements under the Articles of Association.

According to the applicable laws, regulations and regulatory requirements, the controlling shareholder of the

Bank, Huijin, will abstain from voting on this proposal.

In the event that this resolution is considered and approved by the shareholders’ meeting, the A Shareholders

Class Meeting and the H Shareholders Class Meeting, the Bank shall provide the Assured Entitlement to H-share

Shareholders only in respect of the proposed spin-off. In the event that this resolution is not approved by the

Shareholders at any of the shareholders’ meeting, the A Shareholders Class Meeting and the H Shareholders

Class Meeting, the Bank will not provide the Assured Entitlement to any Shareholders in respect of the proposed

spin-off.

For the avoidance of doubt, the following matter is hereby clarified: regardless of whether this resolution is

approved or not by the Shareholders at the aforementioned shareholders’ meetings, the result will not affect the

final implementation of the spin-off and overseas listing of BOCA by the Bank.

The proposal is submitted by way of a special resolution to the Shareholders for approval at the EGM, the A

Shareholders Class Meeting and the H Shareholders Class Meeting.

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NOTICE OF EGM

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NOTICE OF 2015 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2015 First Extraordinary General Meeting (the “EGM”) of Bank of China Limited (the “Bank”) will be held at Bank of China Head Office Building, No. 1 Fuxingmen Nei Dajie, Beijing, China at 9:30 a.m. (registration will begin at 8:30 a.m.) on Friday, 4 December 2015 for the purpose of considering and approving the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and approve the Proposal on the Election of Mr. Zhu Hexin as Executive Director of the Bank

2. To consider and approve the Proposal on the Election of Mr. Zhang Jinliang as Executive Director of the Bank

3. To consider and approve the Remuneration Distribution Plan for the Chairman of the Board of Directors, Executive Directors, the Chairman of the Board of Supervisors and the Shareholder Representative Supervisors in 2014

4. To consider and approve the Proposal in Relation to the Plan of the Overseas Listing of BOC Aviation Pte. Ltd.

5. To consider and approve the Proposal in Relation to the Authorization to the Board and its Authorized Persons to Deal with the Overseas Listing Matters of BOC Aviation Pte. Ltd.

6. To consider and approve the Proposal in Relation to the Description of the Sustainable Profitability and Prospects of the Bank

7. To consider and approve the Proposal in Relation to the Undertaking of the Bank to Maintain its Independent Listing Status

8. To consider and approve the Proposal in Relation to the Compliance of the Overseas Listing of BOC Aviation Pte. Ltd. with the Circular on Issues in Relation to Regulating Overseas Listing of Subsidiaries of Domestic Listed Companies

SPECIAL RESOLUTION

9. To consider and approve the Proposal Regarding the Provision of Assured Entitlement to H-share Shareholders Only for the Spin-off of BOC Aviation Pte. Ltd.

By Order of the BoardBank of China Limited

YEUNG Cheung YingCompany Secretary

19 October 2015

As at the date of this notice, the directors of the Bank are: Tian Guoli, Chen Siqing, Zhang Xiangdong*, Zhang Qi*, Wang Yong*, Wang Wei*, Liu Xianghui*, Li Jucai*, Chow Man Yiu, Paul#, Jackson Tai#, Nout Wellink#, Lu Zhengfei# and Leung Cheuk Yan#.

* Non-executive Directors# Independent Non-executive Directors

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NOTICE OF EGM

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Notes:

1. For details of the above Proposals, please refer to the 2015 First Extraordinary General Meeting and 2015 First H Shareholders Class Meeting Circular of the Bank.

2. Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, each of the resolutions set out in the notice of EGM will be voted on by poll. Results of the poll voting will be published on the Bank’s website at www.boc.cn and the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the EGM.

3. Any shareholder entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a shareholder of the Bank. Shareholders or their proxies shall produce their identity documents when attending the EGM.

4. In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and deposited at the H-share Registrar of the Bank, Computershare Hong Kong Investor Services Limited, at least 24 hours before the EGM or any adjourned meeting thereof. Computershare Hong Kong Investor Services Limited is located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong. Completion and return of a proxy form will not preclude a shareholder of the Bank from attending in person and voting at the EGM or any adjourned meeting thereof should he/she so wish.

5. The H-share register of shareholders of the Bank will be closed, for the purpose of determining shareholders’ entitlement to attend the EGM, from Wednesday, 4 November 2015 to Friday, 4 December 2015 (both days inclusive), during which period no transfer of H Shares will be registered. In order to attend the EGM, all share transfers, accompanied by the relevant share certificates, must be lodged for registration with the Bank’s H-share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Tuesday, 3 November 2015. H-share Shareholders who are registered with Computershare Hong Kong Investor Services Limited on or before the aforementioned date are entitled to attend the EGM.

6. In case of joint shareholdings, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of shareholders of the Bank in respect of the joint shareholding.

7. Shareholders who intend to attend the EGM in person or by proxy should return the reply slip for the EGM to the Board Secretariat of the Bank or the Bank’s H-share Registrar, Computershare Hong Kong Investor Services Limited, by post, by fax or by e-mail on or before Saturday, 14 November 2015. The address of the Bank’s Board Secretariat is Bank of China Head Office Building, No. 1 Fuxingmen Nei Dajie, Xicheng District, Beijing 100818, PRC (Telephone: (8610) 6659 4572, Fax: (8610) 6659 4579, Email: [email protected]). Computershare Hong Kong Investor Services Limited is located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (Telephone: (852) 2862 8555).

8. According to the Articles of Association of the Bank and the circumstances of this EGM, resolutions proposed at this EGM are not required to be reviewed and approved by the Preference Shareholders. Therefore, the Preference Shareholders will not attend this EGM.

9. Shareholders who attend the EGM in person or by proxy shall bear their own traveling and accommodation expenses.

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NOTICE OF H SHAREHOLDERS CLASS MEETING

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NOTICE OF 2015 FIRST H SHAREHOLDERS CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2015 First H Shareholders Class Meeting (the “H Shareholders Class Meeting”) of

Bank of China Limited (the “Bank”) will be held at Bank of China Head Office Building, No. 1 Fuxingmen Nei Dajie, Beijing,

China at 9:30 a.m. (registration will begin at 8:30 a.m.) (or immediately after the conclusion or adjournment of the 2015 First

Extraordinary General Meeting and the 2015 First A Shareholders Class Meeting of the Bank) on Friday, 4 December 2015 for

the purpose of considering and approving the following resolution:

SPECIAL RESOLUTION

1. To consider and approve the Proposal Regarding the Provision of Assured Entitlement to H-share Shareholders Only for

the Spin-off of BOC Aviation Pte. Ltd.

By Order of the Board

Bank of China Limited

YEUNG Cheung Ying

Company Secretary

19 October 2015

As at the date of this notice, the directors of the Bank are: Tian Guoli, Chen Siqing, Zhang Xiangdong*, Zhang Qi*, Wang Yong*, Wang Wei*, Liu Xianghui*, Li Jucai*, Chow Man Yiu, Paul#, Jackson Tai#, Nout Wellink#, Lu Zhengfei# and Leung Cheuk Yan#.

* Non-executive Directors# Independent Non-executive Directors

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NOTICE OF H SHAREHOLDERS CLASS MEETING

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Notes:

1. For details of the above Proposal, please refer to the 2015 First Extraordinary General Meeting and 2015 First H Shareholders Class Meeting Circular of the Bank.

2. Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the resolution set out in the notice of H Shareholders Class Meeting will be voted on by poll. Results of the poll voting will be published on the Bank’s website at www.boc.cn and the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the H Shareholders Class Meeting.

3. Any shareholder entitled to attend and vote at the H Shareholders Class Meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a shareholder of the Bank. Shareholders or their proxies shall produce their identity documents when attending the H Shareholders Class Meeting.

4. In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and deposited at the H-share Registrar of the Bank, Computershare Hong Kong Investor Services Limited, at least 24 hours before the H Shareholders Class Meeting or any adjourned meeting thereof. Computershare Hong Kong Investor Services Limited is located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong. Completion and return of a proxy form will not preclude a shareholder of the Bank from attending in person and voting at the H Shareholders Class Meeting or any adjourned meeting thereof should he/she so wish.

5. The H-share register of shareholders of the Bank will be closed, for the purpose of determining shareholders’ entitlement to attend the H Shareholders Class Meeting, from Wednesday, 4 November 2015 to Friday, 4 December 2015 (both days inclusive), during which period no transfer of H Shares will be registered. In order to attend the H Shareholders Class Meeting, all share transfers, accompanied by the relevant share certificates, must be lodged for registration with the Bank’s H-share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Tuesday, 3 November 2015. H-share Shareholders who are registered with Computershare Hong Kong Investor Services Limited on or before the aforementioned date are entitled to attend the H Shareholders Class Meeting.

6. In case of joint shareholdings, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of shareholders of the Bank in respect of the joint shareholding.

7. Shareholders who intend to attend the H Shareholders Class Meeting in person or by proxy should return the reply slip for the H Shareholders Class Meeting to the Board Secretariat of the Bank or the Bank’s H-share Registrar, Computershare Hong Kong Investor Services Limited, by post, by fax or by e-mail on or before Saturday, 14 November 2015. The address of the Bank’s Board Secretariat is Bank of China Head Office Building, No. 1 Fuxingmen Nei Dajie, Beijing 100818, PRC (Telephone: (8610) 6659 4572, Fax: (8610) 6659 4579, Email: [email protected]). Computershare Hong Kong Investor Services Limited is located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (Telephone: (852) 2862 8555).

8. Shareholders who attend the H Shareholders Class Meeting in person or by proxy shall bear their own traveling and accommodation expenses.

中國銀行股份有限公司 BANK OF CHINA...

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