Bank of China : Announcement-Resolutions of the Board of Directors

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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)

(the "Bank")

(Stock Code: 3988)

ANNOUNCEMENT

Resolutions of the Board of Directors

The Bank held the 2019 tenth meeting of the Board of Directors and the meeting was held as an on-site meeting on 13 December 2019 in Beijing (the "Meeting"). The Meeting notice was sent to all Directors and Supervisors of the Bank on 11 December 2019 by means of written documents and emails. 12 Directors were eligible to attend the Meeting and 11 Directors attended the Meeting in person. Executive Director Mr. Lin Jingzhen did not attend the Meeting due to other important business engagements and appointed Executive Director Mr. Wu Fulin as his authorized proxy to attend and vote on his behalf. Non-voting attendees to the meeting included members of the Board of Supervisors and the Senior Management. The convening of the meeting is in compliance with applicable laws, administration regulations, bylaws, normative documents, including the Company Law of the People's Republic of China, and the Articles of Association of Bank of China Limited. Chairman Mr. Liu Liange chaired the meeting. The following proposal was considered and approved by open ballot by the Directors who were present at the meeting:

1. Appointment of Mr. Wang Jiang as President of the Bank

For: 12  Against: 0  Abstain: 0

Independent Non-executive Directors commented on this proposal as follows: Agree.

Mr. Wang Jiang shall serve as President of the Bank from the date of approval of his qualification by the China Banking and Insurance Regulatory Commission (the "CBIRC").

For the biographic details of Mr. Wang Jiang, please refer to Appendix I.

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1. Nomination of Mr. Wang Jiang as Candidate for Executive Director of the Bank

For: 12  Against: 0  Abstain: 0

Independent Non-executive Directors commented on this proposal as follows: Agree.

The proposal will be submitted to the 2019 Second Extraordinary General Meeting of the Bank for consideration and approval.

1. Election of Mr. Wang Jiang as Vice Chairman of the Board of Directors of the Bank

For: 12  Against: 0  Abstain: 0

Mr. Wang Jiang shall serve as Vice Chairman of the Board of Directors from the date of approval of his qualification by the CBIRC.

IV. Appointment of Mr. Wang Jiang as Member of Strategy and Development Committee of the Board of Directors of the Bank

For: 12  Against: 0  Abstain: 0

Mr. Wang Jiang shall serve as a member of Strategy and Development Committee of the Board of Directors from the date on which he begins to serve as Executive Director of the Bank.

1. Appointment of Mr. Wang Wei as Executive Vice President of the Bank

For: 12  Against: 0  Abstain: 0

Independent Non-executive Directors commented on this proposal as follows: Agree.

According to the relevant regulations, the appointment of Mr. Wang Wei as Executive Vice President of the Bank takes effect from the date of the consideration and approval of the Board of Directors. The Bank will report to the CBIRC for filing.

For the biographic details of Mr. Wang Wei, please refer to Appendix II.

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Appendix:

1. Biographic Details of Mr. Wang Jiang II Biographic Details of Mr. Wang Wei

The Board of Directors of

Bank of China Limited

Beijing, PRC

13 December 2019

As at the date of this announcement, the directors of the Bank are: Liu Liange, Wu Fulin, Lin Jingzhen, Zhao Jie*, Xiao Lihong*, Wang Xiaoya*, Liao Qiang*, Zhang Jiangang*, Wang Changyun#, Angela Chao#, Jiang Guohua# and Martin Cheung Kong Liao#.

* Non-executive Directors

# Independent Non-executive Directors

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Appendix I

Biographic details of Mr. Wang Jiang

Mr. Wang Jiang was born in 1963, and joined the Bank in 2019. He served as vice-governor of Jiangsu Province from July 2017 to November 2019. Mr. Wang served as Executive Vice President of the Bank of Communications from August 2015 to July 2017. Mr. Wang worked in China Construction Bank (CCB) for many years, and successively served as Deputy General Manager of Shandong Branch of CCB, General Manager of Hubei Branch of CCB, and General Manager of Shanghai Branch of CCB. Mr. Wang graduated from Shandong Economics College in 1984, and he obtained his Doctor's Degree in Economics from Xiamen University in 1999. He holds the title of Researcher.

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Appendix II

Biographic details of Mr. Wang Wei

Mr. Wang Wei was born in 1963, and joined the Bank in 2019. He served as Executive Director and Executive Vice President of Agricultural Bank of China (ABC) from February 2018 to November 2019. Mr. Wang served as Executive Vice President of ABC from December 2013, and served as Senior Management Member of ABC from December 2011. Mr. Wang successively served as Deputy General Manager of Ningxia Branch, Deputy General Manager of Gansu Branch, General Manager of Gansu Branch, General Manager of Xinjiang Branch, General Manager of Xinjiang Production and Construction Corps Branch, General Manager of the Executive Office of Head Office, General Manager of Hebei Branch, General Manager of the Internal Control and Compliance Department, General Manager of the Human Resources Department and the Chief Officer of the Sannong Business of ABC. Mr. Wang graduated from Shaanxi College of Finance and Economics in 1983, and graduated from Southwestern University of Finance and Economics in 2015 and obtained his Doctor's Degree in Economics. He holds the title of Senior Economist.

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