Bank of China : Circular of the 2019 Second Extraordinary General Meeting

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)

2019 SECOND EXTRAORDINARY GENERAL MEETING

A notice convening the 2019 Second Extraordinary General Meeting of the Bank ("EGM") to be held at Bank of China Head Office Building, No.1 Fuxingmen Nei Dajie, Beijing, China at 9:30 a.m. Thursday, 19 December 2019 (registration will begin at 8:30 a.m.) is set out in pages 4 to 5 of this circular.

Whether or not you are able to attend the EGM, you are advised to read the notice of the EGM and to complete and return the enclosed proxy form in accordance with the instructions printed thereon at your earliest convenience. For H-Share Holders, the proxy form 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 or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting at the EGM or at any adjourned meeting if you so wish, in such event the instrument appointing a proxy shall be deemed to be revoked.

If you intend to attend the EGM in person or by proxy, you are required to complete and return the reply slip to the Bank's Board Secretariat or to Computershare Hong Kong Investor Services Limited on or before Friday, 29 November 2019.

The English and Chinese versions of this circular and the accompanying form of proxy and reply slip 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.

If there are any inconsistencies between the Chinese version and the English version of this circular, the Chinese version shall prevail.

3 November 2019

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
NOTICE OF THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX	BUSINESS OF THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
ATTACHMENT A ELECTION OF MS. CHEN CHUNHUA
	AS INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE BANK . . . . . . . . .	9
ATTACHMENT B ELECTION OF MR. CHUI SAI PENG JOSE
	AS INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE BANK . . . . . . . . .	11

- i -

DEFINITIONS

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

"A Share(s)"	domestic Share(s) 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 Holder(s)"	holder(s) of A Shares
"Articles of Association"	Articles of Association of Bank of China Limited (as amended from time to
	time)
"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
"Board of Supervisors"	the board of Supervisors of the Bank
"Director(s)"	the director(s) of the Bank
"Executive Director(s)"	the executive Director(s) of the Bank
"EGM" or "Extraordinary General Meeting"	the 2019 Second 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 Thursday, 19 December 2019 (registration will begin at 8:30
	a.m.)
"H Share(s)"	overseas listed foreign investment Share(s) with a nominal value of RMB1.00
	each in the ordinary 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 Holder(s)"	holder(s) of H Shares
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"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
"Independent Non-executive Director(s)" or	the independent non-executive Director(s) of the Bank
"Independent Director(s)"
"Non-executive Director(s)"	the non-executive Director(s) of the Bank
"Ordinary Share(s)"	A Share(s) and/or H Share(s)
"PRC"	the People's Republic of China
"RMB"	Renminbi, the lawful currency of the PRC
"Shareholder(s)"	A-Share Holders, H-Share Holders and/or preference share holders
"Shares"	Ordinary Shares and/or preference shares
"Supervisor(s)"	the supervisor(s) of the Bank

- 1 -

LETTER FROM THE BOARD

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)

Board of Directors:	Registered Office:
	Mr. Liu Liange (Chairman)	No. 1 Fuxingmen Nei Dajie
	Mr. Wu Fulin	Beijing 100818
	Mr. Lin Jingzhen	PRC
*	Mr. Zhao Jie
*	Ms. Xiao Lihong	Place of Business in Hong Kong:
*	Ms. Wang Xiaoya	8th Floor
*	Mr. Liao Qiang	Bank of China Tower
*	Mr. Zhang Jiangang	1 Garden Road
**	Mr. Wang Changyun	Hong Kong

• Ms. Angela Chao
• Mr. Jiang Guohua
• Mr. Martin Cheung Kong Liao
• Non-executiveDirectors
• Independent Non-executive Directors

3 November 2019

Dear H-Share Holders,

1. INTRODUCTION
   The Board of Directors hereby invites you to attend 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 Thursday, 19 December 2019 (registration will begin at 8:30 a.m.).
   The purpose of this circular is to provide you with notice of the EGM and 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.
2. BUSINESS TO BE CONSIDERED AT THE EGM
   The items of business to be considered at the EGM are described in detail in the notice of the EGM set out in pages 4 to 5 of this circular. At the EGM, ordinary resolutions will be proposed to approve (i) 2018 Remuneration Distribution Plan for Chairman of the Board of Directors and Executive Directors; (ii) 2018 Remuneration Distribution Plan for Chairman of the Board of Supervisors and Shareholder Representative Supervisors; (iii) Improving the Remuneration Plan of Independent Non-executive Directors; (iv) Election of Ms. Chen Chunhua as Independent Non-executive Director of the Bank; (v) Election of Mr. Chui Sai Peng Jose as Independent Non-executive Director of the Bank; (vi) Application for Provisional Authorization of Outbound Donations.
   In order to enable you to have a better understanding of the resolutions to be proposed at the EGM 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 (see Appendix).

- 2 -

LETTER FROM THE BOARD

1. THE EGM
   The proxy form and the reply slip of the EGM are also enclosed herewith.
   If you intend to appoint a proxy to attend the EGM, you are required to complete and return the enclosed proxy form in accordance with the instructions printed thereon as soon as possible. For H-Share Holders, the proxy form 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 or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting at the EGM or at any adjourned meeting if you so wish, in such event the instrument appointing a proxy shall be deemed to be revoked.
   If you intend to attend the EGM in person or by proxy, you are required to complete and return the reply slip to the Bank's Board Secretariat or to Computershare Hong Kong Investor Services Limited on or before Friday, 29 November 2019.
   The Bank's Board Secretariat is located at Bank of China Head Office Building, No. 1 Fuxingmen Nei Dajie, Beijing 100818, the PRC (Telephone: [phone], Fax: [phone], E-mail: [e-mail]). 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: [phone]).
2. VOTING BY POLL
   Pursuant to the Hong Kong Listing Rules, 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. RECOMMENDATION
   The Board considers that the proposed resolutions set out in the Notice of EGM are in the interests of the Bank and its Shareholders as a whole. Accordingly, the Board of Directors recommends the Shareholders to vote in favour of the proposed resolutions.

The Board of Directors of Bank of China Limited

- 3 -

NOTICE OF THE EGM

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)

NOTICE OF

THE 2019 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2019 Second Extraordinary General Meeting ("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. on Thursday, 19 December 2019 (registration will begin at 8:30 a.m.) for the purpose of considering and approving the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and approve the 2018 Remuneration Distribution Plan for Chairman of the Board of Directors and Executive Directors
2. To consider and approve the 2018 Remuneration Distribution Plan for Chairman of the Board of Supervisors and Shareholder Representative Supervisors
3. To consider and approve Improving the Remuneration Plan of Independent Non-executive Directors
4. To consider and approve the Election of Ms. Chen Chunhua as Independent Non-executive Director of the Bank
5. To consider and approve the Election of Mr. Chui Sai Peng Jose as Independent Non-executive Director of the Bank
6. To consider and approve the Application for Provisional Authorization of Outbound Donations

	The Board of Directors of
	Bank of China Limited
3 November 2019
As at the date of this notice, 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

- 4 -

NOTICE OF THE EGM

Notes:

1. Details of the above resolutions are set out in Appendix to this circular. Additional information of the Election of Ms. Chen Chunhua as Independent Non-executiveDirector of the Bank, the Election of Mr. Chui Sai Peng Jose as Independent Non-executiveDirector of the Bank are set out in Attachment A and Attachment B to this circular, respectively.
2. Pursuant to the Hong Kong Listing Rules, each of the resolutions set out in the Notice of the 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.
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 from attending and voting at the EGM or any adjourned meeting thereof should he/she so wish, in such event the instrument appointing a proxy shall be deemed to be revoked.
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 Tuesday, 19 November 2019 to Thursday, 19 December 2019 (both days inclusive), during which period no transfer of 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 Monday, 18 November 2019. H-Share Holders 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 Friday, 29 November 2019. The address of the Bank's Board Secretariat is Bank of China Head Office Building, No. 1 Fuxingmen Nei Dajie, Beijing 100818, PRC (Telephone: [phone], Fax: [phone], E-mail: [e-mail]). Computershare Hong Kong Investor Services Limited is located at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (Telephone: [phone]).
8. According to the Articles of Association of the Bank and the circumstances of the EGM, resolutions proposed at the EGM are not required to be considered and approved by the Preference Shareholders. Therefore, the Preference Shareholders will not attend the EGM.
9. Shareholders who attend the meeting in person or by proxy shall bear their own traveling, dining and accommodation expenses. Shareholders or their proxies shall produce their identity documents when attending the EGM.
10. According to the Articles of Association of the Bank, if the number of shares of the Bank pledged by the Shareholder is equal to or greater than 50% of the shares held by such Shareholder in the Bank, the voting right attached to the pledged shares may not be exercised at the Shareholders' meeting. Upon completion of the share pledge registration, the Shareholder shall timely provide the Bank with information relating to the share pledge.

- 5 -

APPENDIX	BUSINESS OF THE EGM

1. THE 2018 REMUNERATION DISTRIBUTION PLAN FOR CHAIRMAN OF THE BOARD OF DIRECTORS AND EXECUTIVE DIRECTORS

In accordance with relevant national policies and relevant management measures of the Bank, the 2018 Remuneration Distribution Plan for the Chairman of the Board of Directors (the "Chairman") and Executive Directors is proposed based on the 2018 annual evaluation results of the above personnel. Details are as follows:

I. Remuneration Distribution Plan for Chairman

						Unit: RMB10,000/before tax
						Annual
				Annual	performance	Salary
Name		Position		basic salary	salary	payable
LIU Liange		Chairman	11.03	13.82	24.85
Left office
CHEN Siqing		Chairman	33.09	41.46	74.55

1. 1. Mr. LIU Liange began to serve as Chairman and chairman of the Strategic Development Committee of the Board of Directors of the Bank as of July 5, 2019.
   2. Mr. CHEN Siqing ceased to serve as Chairman, Executive Director, and chairman and member of the Strategic Development Committee of the Board of Directors of the Bank due to change of job as of April 28, 2019.
2. Remuneration Distribution Plan for Executive Directors

						Unit: RMB10,000/before tax
						Annual
				Annual	performance	Salary
Name		Position		basic salary	salary	payable
LIN Jingzhen		Executive Director and	22.33	27.91	50.24
		Executive Vice President
Left office
GAO Yingxin		Executive Director and	2.48	3.10	5.58
		Executive Vice President
REN Deqi		Executive Director and	14.89	18.60	33.49
		Executive Vice President
ZHANG Qingsong		Executive Director and	22.33	27.91	50.24
		Executive Vice President

1. Mr. LIN Jingzhen began to serve as Executive Director and member of the Risk Policy Committee of the Board of Directors of the Bank as of February 3, 2019.
2. Mr. GAO Yingxin ceased to serve as the Executive Director, the member of the Risk Policy Committee of the Board of Directors and the Executive Vice President of the Bank due to change of job as of January 24, 2018.
3. Mr. REN Deqi ceased to serve as Executive Director, member of the Connected Transactions Control Committee of the Board of Directors and Executive Vice President of the Bank as of June 12, 2018 due to change of job.

- 6 -

APPENDIX	BUSINESS OF THE EGM

6. Mr. ZHANG Qingsong ceased to serve as Executive Director, member of the Risk Policy Committee of the Board of Directors and Executive Vice President of the Bank as of September 18, 2018 due to change of job.

The above salary distribution plan has been reviewed and approved by the Board of Directors on August 30, 2019.

2. THE 2018 REMUNERATION DISTRIBUTION PLAN FOR CHAIRMAN OF THE BOARD OF SUPERVISORS AND SHAREHOLDER REPRESENTATIVE SUPERVISORS

In accordance with relevant national policies and relevant management measures of the Bank, the 2018 Remuneration Distribution Plan for Chairman of the Board of Supervisors and Shareholder Representative Supervisors is proposed based on the 2018 annual evaluation results of the above personnel. Details are as follows:

I. Remuneration Distribution Plan for Chairman of the Board of Supervisors

						Unit: RMB10,000/before tax
						Annual
				Annual	performance	Salary
Name		Position		basic salary	salary	payable
WANG Xiquan		Chairman of	33.09	41.46	74.55
		Board of Supervisors

1. Remuneration Distribution Plan for Shareholder Representative Supervisors

						Unit: RMB10,000/before tax
						Annual
				Annual	performance	Salary
Name		Position		basic salary	salary	payable
Left office
WANG Xueqiang		Shareholder Representative	15.12	35.17	50.29
		Supervisor
LIU Wanming		Shareholder Representative	56.61	79.73	136.34
		Supervisor

1. Mr. WANG Xueqiang ceased to serve as Shareholder Representative Supervisor and member of the Duty Performance and Due Diligence Supervision Committee of the Board of Supervisors of the Bank as of March 31, 2018 due to the reason of age.
2. Mr. LIU Wanming ceased to serve as Shareholder Representative Supervisor and member of the Financial and Internal Control Supervision Committee of the Board of Supervisors of the Bank as of May 18, 2019 due to expiration of term of office.

Pursuant to regulations, over 50% of the annual performance salary of shareholder representative supervisors should be paid on a deferred basis according to the annual operating results of subsequent years. The deferral period should be at least three years.

The above remuneration distribution plan has been reviewed and approved by the Board of Supervisors on August 30, 2019.

- 7 -

APPENDIX	BUSINESS OF THE EGM

1. IMPROVING THE REMUNERATION PLAN OF INDEPENDENT NON-EXECUTIVE DIRECTORS
   For the purpose of further improving the corporate governance mechanism of the Bank, according to the relevant regulatory requirements, it is suggested to link the annual performance appraisal for Independent Non-executive Directors of the Bank to the remuneration plan.
   Details of the plan are as follows:
   On the basis of unchanged current remuneration criteria for Independent Non-executive Directors, it is suggested to link annual performance appraisal result for Independent Non-executive Directors to the remuneration plan. The Independent Non-executive Directors who are rated "unqualified" in the annual performance appraisal result will only be paid at 70% of the sum of the basic remuneration and the duty allowance. All Independent Non-executive Directors except those who are rated "unqualified" in the annual performance appraisal will be actually paid at 100% of the sum of the basic remuneration and the duty allowance. The Independent Non-executive Directors who are not subject to the annual performance appraisal for the prior year because of new appointment or other reasons will be paid at 100% of the sum of the basic remuneration and the duty allowance.
   The pre-tax remuneration of Independent Non-executive Directors of the Bank is set out as follows (amount in Renminbi, the same below): basic remuneration is RMB200,000 per year. An additional duty allowance of RMB200,000 per year will be paid to the chairman of the Risk Policy Committee, or the chairman of the Audit Committee, or the chairman of the Corporate Culture and Consumer Protection Committee, and an additional duty allowance of RMB100,000 per year will be paid to the chairman of other special committees. An additional duty allowance of RMB50,000 per year will be paid to the persons being members of special committees. The remuneration of an Independent Non-executive Director who holds positions concurrently in several committees will be calculated in an accumulative manner.
2. THE ELECTION OF MS. CHEN CHUNHUA AS INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE BANK
   At the meeting of the Board of Directors held on August 30, 2019, the Board has reviewed and approved the proposal on the nomination of Ms. Chen Chunhua to be appointed as Independent Non-executive Director of the Bank. Details of the proposal are set out in Attachment A to this circular.
3. THE ELECTION OF MR. CHUI SAI PENG JOSE AS INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE BANK
   At the meeting of the Board of Directors held on October 16, 2019, the Board has reviewed and approved the proposal on the nomination of Mr. Chui Sai Peng Jose to be appointed as Independent Non-executive Director of the Bank. Details of the proposal are set out in Attachment B to this circular.
4. APPLICATION FOR PROVISIONAL AUTHORIZATION OF OUTBOUND DONATIONS
   We hereby bring the proposed adjustment below to the attention of the Shareholders' Meeting for the purpose of implementing targeted property reduction and actively fulfilling our social responsibilities:
   Please grant approval to the provision of an extraordinary limit of RMB34 million in addition to the limit of outbound donations of the Board of Directors previously approved by the Shareholders' Meeting; to authorize the Board of Directors to approve the outbound donations in 2019, and to allow the Board of Directors to delegate this authority to the Senior Management.

- 8 -

ATTACHMENT A	ELECTION OF MS. CHEN CHUNHUA AS INDEPENDENT
	NON-EXECUTIVE DIRECTOR OF THE BANK

ELECTION OF MS. CHEN CHUNHUA AS INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE BANK

Pursuant to the Bank of China Limited Board Diversity Policy and based on the needs of the Board of Directors, it is hereby proposed to the Shareholders' Meeting that Ms. Chen Chunhua be elected to be appointed as an Independent Non-executive Director of the Bank as approved by the Board of Directors of the Bank.

The biographic details of Ms. Chen Chunhua ("Ms. Chen") are as follows:

Ms. Chen Chunhua was born in 1964. She is currently a Professor of National School of Development at Peking University, Dean of BiMBA Business School of National School of Development at Peking University and Professor of School of Business Administration at South China University of Technology. She is also a visiting professor of School of Business at National University of Singapore. From 2000 to 2003, she was Vice Dean of School of Business Administration at South China University of Technology. From 2003 to 2004, she served as President of Shandong Liuhe Group. From 2006 to 2008, she served as Executive Dean of School of Economics and Commerce at South China University of Technology. From 2006 to 2016, she served as an expert on decision-making consultation for Guangzhou Municipal Government. Ms. Chen has served as a Non-executive Director of SPT Energy Group Inc. (HK01251) (since 2013) and a Non-executive Director of Vtron Group Co., Ltd. (002308) (since 2013). She was an Independent Director of China Merchants Fund Management Co., Ltd., Welling Holding Limited, Guangzhou Zhujiang Brewery Co., Ltd. and Shunde Rural Commercial Bank, and she once served as the Joint Chairman and Chief Executive Officer of New Hope Liuhe Co., Ltd. and a Director of Yunnan Baiyao Holding Ltd. Ms. Chen obtained a bachelor's degree of engineering in radio technology from South China Institute of Technology in 1986 and became a post-doctoral candidate in business administration of Nanjing University Business School in 2005.

Ms. Chen Chunhua is committed to the studies of growth models of enterprises as well as theories on management and their practical values. She is an expert in areas such as the building of corporate culture and the customer management, and she has in-depth expertise in theoretical studies and rich practical experience on corporate management. Ms. Chen's joining to the Board will promote the board diversity of the Bank and bring more enriched experience on the building of corporate culture and corporate management to the Board of Directors of the Bank. Ms. Chen is also expected to facilitate the Board's better supervision of execution of the strategic planning in relation to the development of the Bank.

The term of office of Ms. Chen will be three years which will commence from the date of approval of her qualification by China Banking and Insurance Regulatory Commission and end on the date of the Bank's Annual General Meeting to be held in 2022.

The remuneration of Independent Non-executive Directors of the Bank is determined by the standards as approved by the Shareholders' Meeting of the Bank. The actual remuneration to be paid to Independent Non-executive Directors of the Bank will be subject to the evaluation results of their duty performance.

Save as disclosed above, as at the date of this proposal, Ms. Chen does not hold any position with the Bank or any of its subsidiaries, nor has she received any remuneration from the Bank.

As far as the Directors of the Bank are aware and save as disclosed above, Ms. Chen does not hold any directorship in other public companies, the securities of which are listed on any securities market in Chinese mainland, Hong Kong (China) or overseas in the last three years, nor does she have any relationship with any director, senior management or substantial or controlling shareholder of the Bank. As at the date of this proposal, Ms. Chen does not have any interests in the shares of the Bank or its associated companies according to definitions in Part XV of the Hong Kong Securities and Futures Ordinance.

Save as disclosed above, there is no other information in relation to the appointment of Ms. Chen that needs to be disclosed pursuant to any of the requirements set out in Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, nor are there any other matters that need to be brought to the attention of the Shareholders of the Bank. Ms. Chen has not been penalized by China Securities Regulatory Commission or other relevant authorities or disciplined by stock exchanges.

- 9 -

ATTACHMENT A	ELECTION OF MS. CHEN CHUNHUA AS INDEPENDENT
	NON-EXECUTIVE DIRECTOR OF THE BANK

The appointment of Ms. Chen Chunhua as Independent Non-executive Director of the Bank is subject to the approval of the Shanghai Stock Exchange. In accordance with the Articles of Association of the Bank and after consideration of Ms. Chen's past career, technical background, knowledge, experience, independence and the Bank's specific needs, this nomination is made by the Board of Directors of the Bank, and will be submitted for election at the Shareholders' Meeting after preliminary review by the Personnel and Remuneration Committee of the Board of Directors and reviewed by the Board of Directors. After the Proposal on the Election of Ms. Chen as Independent Non-executive Director of the Bank is approved by the Shareholders' Meeting, the Bank will submit relevant qualification materials of Ms. Chen for China Banking and Insurance Regulatory Commission's review. The Bank has received the confirmation in writing from Ms. Chen with regard to her independence pursuant to Rule 3.13 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The Board of Directors also considers that Ms. Chen meets the independence guidelines set out in Rule 3.13 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and is independent in accordance with the terms of the guidelines. The originals of the Declaration of the Nominator of Independent Director and the Declaration of the Candidate of Independent Director have been submitted to relevant regulator.

- 10 -

ATTACHMENT B ELECTION OF MR. CHUI SAI PENG JOSE AS INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE BANK

ELECTION OF MR. CHUI SAI PENG JOSE AS INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE BANK

Pursuant to the Bank of China Limited Board Diversity Policy and based on the needs of the Board of Directors, it is hereby proposed to the Shareholders' Meeting that Mr. Chui Sai Peng Jose be elected to be an Independent Non-executive Director of the Bank as approved by the Board of Directors of the Bank.

The biographic details of Mr. Chui Sai Peng Jose ("Mr. Chui") are as follows:

Mr. Chui Sai Peng Jose was born in 1960. He is currently the Managing Director of CAA City Planning & Engineering Consultants Ltd. of Macao, Chairman of Board of Directors of Zhuhai Da Chang Tubular Pile Co., Ltd., CEO of Parafuturo de Macau Investment and Development Ltd., and Chairman of Board of Directors of Macao Young Entrepreneur Incubation Centre. He is also the Deputy of the Macao Special Administrative Region (the "Macao SAR") to the 13th National People's Congress, Deputy of Legislative Assembly of the Macao SAR, and member of the Economic Development Committee of the Macao SAR. In addition, he serves as a member of the National Committee of China Association for Science and Technology, Deputy Managing Director of Board of Directors of Macao Chamber of Commerce, Vice-President of General Assembly of the Macao Association of Building Contractors and Developers, President of Association of Macao Engineering Consultant Companies. Mr. Chui served as the President of Hou Kong Junior Chamber in 1994 and President of Junior Chamber International Macao, China in 1999. He was the Chairman of Committee for Building Appraisal of the Macao SAR from 2002 to 2015. He served as member and Vice-President of the Committee of Cultural Industries of the Macao SAR from 2010 to 2016. Currently he serves as Independent Director of Luso International Banking Ltd. and Director of Macao Science Center. Mr. Chui is a registered Urban Planner and Civil Engineer of Macao SAR. He is also a registered Civil Engineer and Structural Engineer (Senior Engineer Level) of California, USA. Mr. Chui received his Bachelor's degree in Civil Engineering from University of Washington in 1981, and received his Master's degree in Civil Engineering from University of California, Berkeley in 1983. He graduated from Tsinghua University in 2002 with a Doctor's degree in Urban Planning.

Mr. Chui has rich experience in corporate management and social services. Mr. Chui's joining to the Board will promote the board's diversity, and will help the Bank accelerate the in-depth implementation of key regional strategies of the Bank.

The term of office of Mr. Chui will be three years which will commence from the date of approval of his qualification by China Banking and Insurance Regulatory Commission and end on the date of the Bank's Annual General Meeting to be held in 2022.

The remuneration of Independent Non-executive Directors of the Bank is determined by the standards as approved by the Shareholders' Meeting of the Bank. The actual remuneration to be paid to Independent Non-executive Directors of the Bank will be subject to the evaluation results of their duty performance.

Save as disclosed above, as at the date of this proposal, Mr. Chui does not hold any position with the Bank or any of its subsidiaries, nor has he received any remuneration from the Bank.

As far as the Directors of the Bank are aware and save as disclosed above, Mr. Chui does not hold any directorship in other public companies, the securities of which are listed on any securities market in Chinese mainland, Hong Kong (China) or overseas in the last three years, nor does he have any relationship with any director, senior management or substantial or controlling shareholder of the Bank. As at the date of this proposal, Mr. Chui does not have any interests in the shares of the Bank or its associated companies according to definitions in Part XV of the Hong Kong Securities and Futures Ordinance.

Save as disclosed above, there is no other information in relation to the appointment of Mr. Chui that needs to be disclosed pursuant to any of the requirements set out in Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, nor are there any other matters that need to be brought to the attention of the Shareholders of the Bank. Mr. Chui has not been penalized by the China Securities Regulatory Commission or other relevant authorities or disciplined by stock exchanges.

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ATTACHMENT B ELECTION OF MR. CHUI SAI PENG JOSE AS INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE BANK

The appointment of Mr. Chui as Independent Non-executive Director of the Bank is subject to the approval of the Shanghai Stock Exchange. In accordance with the Articles of Association of the Bank and after consideration of Mr. Chui's past career, technical background, knowledge, experience, independence and the Bank's specific needs, this nomination is made by the Board of Directors of the Bank, and will be submitted for election at the Shareholders' Meeting after preliminary review by the Personnel and Remuneration Committee of the Board of Directors and review by the Board of Directors. After the Proposal on the Election of Mr. Chui as Independent Non-executive Director of the Bank is approved by the Shareholders' Meeting, the Bank will submit relevant qualification materials of Mr. Chui for review by China Banking and Insurance Regulatory Commission. The Bank has received the confirmation in writing from Mr. Chui with regard to his independence pursuant to Rule 3.13 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The Board of Directors also considers that Mr. Chui meets the independence guidelines set out in Rule 3.13 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and is independent in accordance with the terms of the guidelines. The originals of the Declaration of the Nominator of Independent Director and the Declaration of the Candidate of Independent Director have been submitted to relevant regulator.

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