Industrial and Commercial Bank of China : Supplemental Circular of the Second Extraordinary General Meeting of 2019

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this supplemental 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 Industrial and Commercial Bank of China Limited, you should at once hand this supplemental circular together with the accompanying supplemental proxy form to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this supplemental 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 supplemental circular.

Stock Code: 1398

USD Preference Shares Stock Code: 4603

EUR Preference Shares Stock Code: 4604

RMB Preference Shares Stock Code: 84602

SUPPLEMENTAL NOTICE OF

THE SECOND EXTRAORDINARY GENERAL MEETING OF 2019

The EGM will be held as originally scheduled at the head office of Industrial and Commercial Bank of China Limited, No. 55 Fuxingmennei Avenue, Xicheng District, Beijing, PRC on Friday, 22 November 2019 at 2:30 p.m. A supplemental notice of the EGM is set out on pages 6 to 7 of this supplemental circular.

The Chinese and English versions of this supplemental circular and the accompanying supplemental proxy form are available on the Bank's website at www.icbc-ltd.com and the HKEXnews website of the HKEX at www.hkexnews.hk. You may download or access the aforesaid documents by clicking "Investor Relations" on the homepage of the Bank's website or browsing through the HKEXnews website of the HKEX. If there are any inconsistencies between the Chinese version and the English version of this supplemental circular, the Chinese version shall prevail.

7 November 2019

TABLE OF CONTENTS

		Page
DEFINITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
1	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
2	PROPOSED ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . .	3
3	THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
SUPPLEMENTAL NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . .	6

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DEFINITION

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

"A Shares"	domestic shares of RMB1.00 each in the share capital of ordinary
	shares of the Bank, which are listed on the Shanghai Stock
	Exchange and traded in RMB
"Articles"	the articles of association of the Bank from time to time
"Bank"	Industrial and Commercial Bank of China Limited (中國工商銀
	行股份有限公司), a joint stock limited company incorporated
	in the PRC, the H Shares and offshore preference shares of which
	are listed on the Hong Kong Stock Exchange (Stock Code: 1398,
	USD Preference Shares Stock Code: 4603, EUR Preference Shares
	Stock Code: 4604 and RMB Preference Shares Stock Code:
	84602) and the A Shares and domestic preference shares of which
	are listed on the Shanghai Stock Exchange (A shares Stock Code:
	601398 and Domestic Preference Shares Stock Codes: 360011,
	360036), respectively
"Board"	the board of directors of the Bank
"CBIRC"	the China Banking and Insurance Regulatory Commission
"Company Law"	the Company Law of the PRC
"Directors"	the directors of the Bank
"EGM"	the second extraordinary general meeting for the year 2019 of the
	Bank scheduled to be held on 22 November 2019
"H Shares"	overseas listed foreign shares of RMB1.00 each in the share
	capital of ordinary shares of the Bank, which are listed on the
	Hong Kong Stock Exchange and traded in Hong Kong dollars
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"HKEX"	Hong Kong Exchanges and Clearing Limited
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Listing Rules"	The Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
"Ordinary Shares"	A Shares and/or H Shares
"PRC"	the People's Republic of China
"RMB"	Renminbi, the lawful currency of the PRC
"Shareholders"	holders of Shares
"Shares"	Ordinary Shares and/or preference shares
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LETTER FROM THE BOARD

	Stock Code: 1398
	USD Preference Shares Stock Code: 4603
	EUR Preference Shares Stock Code: 4604
	RMB Preference Shares Stock Code: 84602
Executive Directors:	Registered Office:
Mr. Chen Siqing	No. 55 Fuxingmennei Avenue
Mr. Gu Shu	Xicheng District, Beijing 100140
Mr. Hu Hao	PRC
Non-executive Directors:	Place of Business in Hong Kong:
Mr. Ye Donghai	33/F, ICBC Tower
Mr. Zheng Fuqing	3 Garden Road
Ms. Mei Yingchun	Central, Hong Kong
Mr. Dong Shi
Mr. Lu Yongzhen

Independent non-executive Directors:

Mr. Anthony Francis Neoh

Mr. Yang Siu Shun

Ms. Sheila Colleen Bair

Mr. Shen Si

Mr. Nout Wellink

Mr. Fred Zuliu Hu

7 November 2019

To the Shareholders

Dear Sir or Madam,

SUPPLEMENTAL NOTICE OF

THE SECOND EXTRAORDINARY GENERAL MEETING OF 2019

1 INTRODUCTION

Reference is made to the circular of the Bank ("Original Circular") and the notice of EGM ("Original Notice") dated 26 September 2019, which set out the time and venue of the EGM and contain the resolutions to be tabled before the EGM for Shareholders' approval. This supplemental circular should be read together with the Original Circular.

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LETTER FROM THE BOARD

In order to ensure the smooth operation of the Board, pursuant to the Company Law, relevant laws and regulations and the relevant requirements of the Bank, the Board considered and approved the Proposal on the Nomination of Ms. Cao Liqun as Candidate of Non-executive Director of Industrial and Commercial Bank of China Limited and the Proposal on the Nomination of Mr. Feng Weidong as Candidate of Non-executive Director of Industrial and Commercial Bank of China Limited by way of written resolution on 6 November 2019, and agreed to nominate Ms. Cao Liqun and Mr. Feng Weidong as candidates of Non-executive Directors of the Bank.

At the request of the Board, Central Huijin Investment Ltd. ("Huijin"), a Shareholder holding approximately 34.71% of the voting Shares, submitted to the Bank in writing the Proposal on the Election of Ms. Cao Liqun as Non-executive Director of Industrial and Commercial Bank of China Limited and the Proposal on the Election of Mr. Feng Weidong as Non-executive Director of Industrial and Commercial Bank of China Limited to the EGM for consideration and approval. The Board received the abovementioned proposals on 7 November 2019 and, pursuant to the relevant requirements, it is hereby announced that the Board has included the abovementioned interim proposals in the agenda of the EGM.

The purpose of this supplemental circular is to set out the supplemental notice of EGM, and to provide you with information regarding the abovementioned proposals to be considered at the EGM. Save as set out in this supplemental circular, no changes have been made to matters in relation to the EGM as set out in the Original Circular and Original Notice.

2 PROPOSED ELECTION OF DIRECTORS

An ordinary resolution will be proposed at the EGM to consider and approve the appointment of Ms. Cao Liqun as a Non-executive Director of the Bank and an ordinary resolution will be proposed at the EGM to consider and approve the appointment of Mr. Feng Weidong as a Non-executive Director of the Bank. Their qualifications as Non-executive Directors are subject to approval by the CBIRC, and their respective terms of office will commence on the date when the approval of the CBIRC is obtained.

The biography of Ms. Cao Liqun is set out below: Cao Liqun, female, Chinese nationality, was born in May 1971. Ms. Cao Liqun joined State Administration of Foreign Exchange of the People's Republic of China in August 1994 and consecutively worked in Policy and Regulation Department, General Affairs Department, Supervision and Inspection Department, and General Affairs Department (Policy and Regulation Department). She has served as Deputy Director of Regulations Division, General Affairs Department of State Administration of Foreign Exchange since March 2001; Director of Regulations Division, General Affairs Department of State Administration of Foreign Exchange since April 2004; Director of Non-Financial Institutions Inspection Division, Supervision and Inspection Department of State Administration of Foreign Exchange since October 2007; Director of General Affairs Division, Supervision and Inspection Department of State Administration of Foreign Exchange since May 2009; Deputy Director-General of Supervision and Inspection Department of State Administration of Foreign Exchange since October 2010; Inspector of General Affairs Department (Policy and Regulation Department) of State Administration of Foreign Exchange since April 2017; Level-Two Inspector of General Affairs Department (Policy and Regulation Department) of State Administration of Foreign Exchange since June 2019, and acted as Deputy Director of Administrative Committee of Beijing's Zhongguancun Science Park from August 2018 to August 2019. Ms. Cao Liqun obtained a Bachelor's degree in Law from China University of Political Science and Law, a Master's degree in Finance from Renmin University of China, and a Master's degree in Public Administration from Peking University. Ms. Cao Liqun is an economist.

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