BANK OF CHINA LIMITED (a joint stock company incorporated in the People s Republic of China with limited liability) (Stock Code: 3988)

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1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement BANK OF CHINA LIMITED (a joint stock company incorporated in the People s Republic of China with limited liability) (Stock Code: 3988) ANNOUNCEMENT ON CHANGES IN SHARE CAPITAL AS A RESULT OF A SHARE RIGHTS ISSUE AND LISTING OF A RIGHTS SHARES This announcement of Bank of China Limited (the Bank ) is made pursuant to the disclosure requirements under Rule of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. Unless otherwise defined herein, capitalised terms and expressions used in this announcement shall have the same meanings as those defined in the announcement dated 28 October 2010 issued by the Bank in relation to the proposed H Share Rights Issue and A Share Rights Issue. I. Important Notice For details of the A Share Rights Issue, please refer to the full text of the A Share Rights Issue Prospectus and documents related to the A Share Rights Issue, which were published on the website of the Shanghai Stock Exchange ( Pursuant to the relevant requirements under the Securities Law of the PRC, Central Huijin Investment Ltd. ( Huijin ), being a shareholder who participated in the A Share Rights Issue and holds more than 5% interest in the A Shares of the Bank, undertakes that, within 6 months from the listing date of the A Rights Shares, it will not dispose of any A Share, failing which any gain arising from such disposal will be retained for the benefit of the Bank. Pursuant to the requirement under Article 47 of the Securities Law of the PRC, each of the, supervisors and senior management of the Bank who were involved in the A Share Rights Issue undertakes that any gain arising from disposal of any A Share held by him or her within 6 months after the listing of the A Rights Shares shall be retained for the benefit of the Bank. Any change in the shareholding of the, supervisors and senior management of the Bank shall be made in compliance with the Rules on the Management of Changes in Shareholding of Shares Held by, Supervisors and Senior Management of Listed Companies. 1

2 II. The Listing Information (i) The listing of the A Rights Shares The announcement in relation to the listing of A Shares dated 16 November 2010, which was published on the website of the Shanghai Stock Exchange and newspapers in the PRC (the A Share Listing Announcement ) was prepared in accordance with the Company Law of the PRC, the Securities Law of the PRC, the Administrative Measures on the Issuance of Stocks by Listed Companies, the Rules Governing the Listing of Securities on the Shanghai Stock Exchange and other relevant laws and regulations. On 28 October 2010, the Bank received the approval (Zhengjianxuke (2010) No. 1492) in relation to the A Share Rights Issue from China Securities Regulatory Commission. As approved by the Shanghai Stock Exchange, a total of 17,705,975,596 A Rights Shares of the Bank will be listed on 18 November Investors should note that the A Rights Shares will be credited to the accounts of the investors before listing and trading. (ii) Relevant information relating to the listing of the A Rights Shares: 1. Place of listing: The Shanghai Stock Exchange 2. Listing date: 18 November Stock short name: Bank of China 4. Stock code: Total number of A Shares before the A Share Rights Issue: 177,818,910,740 A Shares 6. The number of A Rights Shares issued under the A Share Rights Issue: 17,705,975,596 A Shares 7. Total number of A Shares upon completion of the A Share Rights Issue: 195,524,886,336 A Shares 8. Restrictions on sales of and lock-up period for the Shares held by the Shareholders prior to the A Share Rights Issue: all Shares are fully circulated Shares without trading restrictions prior to the A Share Rights Issue 9. Lock-up arrangement of the A Rights Shares: All A Shares are not subject to any lock-up arrangement or restriction on sales 10. A Share registrar: China Securities Depository and Clearing Corporation Limited, Shanghai Branch 11. Joint A Share Sponsors: CITIC Securities Co., Limited and BOC International (China) Limited 2

3 III. Particulars of the issuer, shareholders and effective controllers (1) General information of the issuer Chinese name: English name: Bank of China Limited Information regarding the Shares: Legal representative: A Shares H Shares XIAO Gang Shanghai Stock Exchange Stock short name: Bank of China Stock code: The Stock Exchange of Hong Kong Limited Stock short name: Bank of China Stock code: 3988 First registration date: 31 October 1983 Change of registration date: 26 August 2004 Registered capital: Registered address: RMB253,839,162,009 No.1 Fuxingmen Nei Dajie, Beijing, PRC Postal code: Telephone number: (86) Website: address: Secretary to the Board of : bocir@bank-of-china.com ZHANG Bingxun The Bank is principally engaged in commercial banking, including RMB deposittaking; disbursement of short, medium and long-term loans; settlement; discounted bills; issuance of financial bonds; acting as an agency to issue, redeem and underwrite government bonds; trading of government bonds; inter-bank lending; provision of letters of credit and guarantee services; collection and payment agency services; safe deposit box services; foreign exchange deposits; foreign exchange loans; foreign exchange remittance; conversion of foreign currency; international settlement; inter-bank foreign exchange lending; acceptance and discount of foreign exchange bills; foreign exchange loans, guarantee, settlement and sales; issuance and agency of issuance of foreign currency marketable securities other than stock; trading and agency of trading of foreign currency marketable securities other than stock; proprietary foreign exchange trading; foreign exchange trading on behalf of customers; issuance of foreign exchange credit cards and agency of foreign credit cards issuance and payment; credit investigations; advisory and witness business; organization of or participation in syndicated loans; 3

4 international precious metals trading; all banking services engaged by overseas operations as approved by local laws; issuance or agency of issuance of local currencies through branches in Hong Kong and Macau in compliance with local laws and regulations; other business as approved by the China Banking Regulatory Commission and other regulatory authorities; agency sales of insurance products. In addition to commercial banking, which consists of corporate banking, personal banking and financial markets business, the Bank also conducts investment banking business through its wholly-owned subsidiary, BOC International Holdings Limited; conducts insurance business through its wholly-owned subsidiary, Bank of China Group Insurance Company Limited, its affiliates and associates; carries out fund management business by holding the controlling interest in Bank of China Investment Management Co., Ltd.; engages in direct investment and investment management business through its wholly-owned subsidiary, Bank of China Group Investment Limited; operates global aircraft leasing business through its wholly-owned subsidiary, BOC Aviation Pte. Ltd.; conducts consumer finance business through holding the controlling interest in BOC Consumer Finance Company Ltd.. Business diversification has created a comprehensive financial services platform that allows the Bank to provide extensive financial products and services to its customers, and enables it to establish a stronger business relationship with strategic target customers, as well as enhances customers loyalty. (2) Shareholdings of the, supervisors and senior management of the Bank The shareholdings of the, supervisors and senior management of the Bank prior to and after the A Share Rights Issue were as follows: Name Capacity Number of A Shares held prior to the A Share Rights Issue (2 November 2010) Number of A Shares held after the A Share Rights Issue (10 November 2010) Mr. XIAO Gang Executive Director, Chairman Mr. LI Lihui Executive Director, Vice Chairman and President Mr. LI Zaohang Executive Director, Executive Vice President Mr. ZHOU Zaiqun Executive Director, Executive Vice President Ms. HONG Zhihua Non-executive Director Ms. HUANG Haibo Non-executive Director Mr. CAI Haoyi Non-executive Director Ms. SUN Zhijun Non-executive Director Ms. LIU Lina Non-executive Director Ms. JIANG Yansong Non-executive Director Mr. SEAH Lim Huat Peter Non-executive Director Mr. Anthony Francis NEOH Independent Non-Executive 4

5 Name Capacity Number of A Shares held prior to the A Share Rights Issue (2 November 2010) Number of A Shares held after the A Share Rights Issue (10 November 2010) Mr. Alberto TOGNI Independent Non-Executive Mr. HUANG Shizhong Independent Non-Executive Ms. HUANG Danhan Independent Non-Executive Mr. CHOW Man Yiu, Paul Independent Non-Executive Mr. LI Jun Chairman of the Board of Supervisor Mr. WANG Xueqiang Supervisor Mr. LIU Wanming Supervisor Mr. LI Chunyu Employee Supervisor Mr. JIANG Kuiwei Employee Supervisor Mr. DENG Zhiying Employee Supervisor Mr. QIN Rongsheng External Supervisor Mr. BAI Jingming External Supervisor Ms. ZHANG Lin Secretary of Party Discipline Committee Mr. WANG Yongli Executive Vice President Mr. CHEN Siqing Executive Vice President Mr. ZHU Shumin Executive Vice President Mr. YUE Yi Executive Vice President Mr. CHIM Wai Kin Chief Credit Officer Mr. NG Peng Khian Chief Audit Officer Mr. ZHANG Bingxun Secretary to the Board of (3) Particulars of controlling shareholder of the issuer Huijin is the controlling shareholder of the Bank. It is a wholly state-owned company established in accordance with the Company Law of the PRC on 16 December Its registered capital is RMB billion and the paid-in capital is RMB billion, and its legal representative is Mr. Lou Jiwei. Huijin is a wholly-owned subsidiary of China Investment Corporation. It is authorized by the State Council to make equity investment in state-owned key financial institutions and exercises the rights and obligations of the investors in such financial institutions up to its capital contribution on behalf of the State in accordance with the laws, such that the state-owned financial assets could be preserved and appreciated. Huijin does not engage in any other commercial activities. 5

6 As at 30 June 2010, Huijin held 171,412,138,186 A Shares of the Bank, representing approximately 67.53% of the total issued share capital of the Bank. These Shares were not subject to any pledge. (4) Changes in shareholding structure of A Shares after completion of the A Share Rights Issue Upon completion of the A Share Rights Issue, the total A Share capital of the Bank is 195,524,886,336 A Shares, all of which are fully circulated shares not subject to any restriction on sale. Details of changes in shareholdings were as follows: Class of Shares Before the A Share Rights Issue Increase as a result of the A Share After the A Share Rights Issue Number of Shares Percentage Rights Issue Number of Shares Percentage (%) (%) I. Fully circulated Shares subject to restriction on sales 1. State-owned shares % 0% 2. Shares held by state-owned legal person % 0% Total number of fully circulated Shares subject to restriction on sales % 0% II. Fully circulated Shares not subject to restriction on sales RMB-denominated ordinary Shares 177,818,910, % 17,705,975, ,524,886, % Total number of fully circulated Shares not subject to restriction on sales 177,818,910, % 17,705,975, ,524,886, % III. Total share capital 177,818,910, % 17,705,975, ,524,886, % Note: A Shareholders and H Shareholders are entitled to subscribe for 1 Rights Share for every 10 existing Shares under the Rights Issue. The total number of H Rights Shares that can be subscribed for is 7,602,025,126 Shares. The H Share Rights Issue is conducted on a fully-underwritten basis, which is expected to be completed by December

7 (5) The shareholdings of the top ten A Shareholders of the Bank after the completion of the A Share Rights Issue As of 10 November 2010, the shareholdings of the top ten A Shareholders of the Bank and its percentage to the total A Share capital after the completion of the A Share Rights Issue were as follows: No. Nature of Shareholders Number of A Shares held Percentage to total A Share capital (%) 1 Central Huijin Investment Ltd. 188,553,352, % 2 China Life Insurance Company Limited dividend personal dividend 005L FH002Shanghai 3 China Life Insurance Company Limited traditional ordinary insurance products 005L CT001Shanghai 335,415, % 129,201, % 4 Shenhua Group Corporation Limited 99,999,90.05% 4 Aluminum Corporation of China 99,999,90.05% 6 China Southern Power Grid Co., Ltd. 90,909,00.05% 7 Industrial and Commercial Bank of China Limited Hui Tian Fu Shanghai Composite Index Securities Investment Fund 82,533, % 8 Daton Securities Co., Ltd. 59,529, % 9 Industrial and Commercial Bank of China South Prime Stock Investment Fund 10 PICC Property and Casualty Company Limited traditional ordinary insurance products 008C CT001Shanghai 53,735,85.03% 51,700,00.03% 7

8 IV. Information of the A Share Rights Issue (1) Number of A Rights Shares issued: 17,705,975,596 A Shares (2) Issue price: RMB2.36 per A Share (3) Forms of issue: Online pricing (4) Total proceeds raised and verification of paid up capital by certified public accountants (5) Total issue expenses and issue expenses per share Total proceeds raised under the A Share Rights Issue was RMB41,786,102, (before deducting issue expenses). PricewaterhouseCoopers has issued a verification report Puhuayongdao Zhong Tian Yan Zi (2010) No. 306 to verify whether the capital is actually paid up Total issue expenses of the A Share Rights Issue (including underwriting commission, auditor s fee, legal fee, issue registration fee, capital verification fee, information disclosure fee and promotion fee) were estimated to amount to approximately RMB146,944,026.75, and the issue expenses per A Share was approximately RMB0.01 (6) Net proceeds raised: Estimated to be RMB41,639,158, V. Other important matters There is no other important matter which might have material impact on the Bank during the period from the date of the A Share Rights Issue Prospectus to the publication of the A Share Listing Announcement. 8

9 VI. Joint A Share Sponsors and their opinions (1) Joint A Share Sponsors: CITIC Securities Co., Limited Legal representative: Address: WANG Dongming Jingcheng Building, No. 6 Xinyuan South Road, Chaoyang District, Beijing Contact No. (Tel): (86) Contact No. (Fax): (86) Representatives of sponsor: Project coordinator: QIU Zhiqian, LIU Fan CHEN Shi BOC International (China) Limited Legal representative: Address: TANG Xinyu 15/F, Building 2, Yingtai Center, No. 28 Financial Street, Xicheng District, Beijing Contact No. (Tel): (86) Contact No. (Fax): (86) Representatives of sponsor: Project coordinator: LI Qingwen, XU Chen LI Yu (2) Opinions of the Joint A Share Sponsors CITIC Securities Co., Limited and BOC International (China) Limited, the Joint A share Sponsors, had reviewed the information contained in the A Share Rights Issue Prospectus and consider that, the listing of A Rights Shares applied by the Bank is in compliance with the laws and regulations under the Company Law of the PRC, the Securities Law of the PRC, the Administrative Measures on the Issuance of Stocks by Listed Companies and the Rules Governing the Listing of Securities on the Shanghai Stock Exchange. The A Rights Shares have fulfilled the listing requirements of the Shanghai Stock Exchange. 9

10 Beijing, PRC 15 November 2010 CITIC Securities Co., Limited and BOC International (China) Limited agree to sponsor the listing of the A Rights Shares of the Bank and assumes any sponsor s liability relating thereto. By order of the Board of Bank of China Limited YEUNG Cheung Ying Company Secretary At the date of this announcement, the directors of the Bank are: XIAO Gang, LI Lihui, LI Zaohang, ZHOU Zaiqun, HONG Zhihua*, HUANG Haibo*, CAI Haoyi*, SUN Zhijun*, LIU Lina*, JIANG Yansong*, SEAH Lim Huat Peter*, Anthony Francis NEOH**, Alberto TOGNI**, HUANG Shizhong**, HUANG Danhan** and CHOW Man Yiu, Paul**. * Non-executive ** Independent Non-executive 10