Bank of China : 2020 Annual General Meeting Circular

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 4619 (Preference Shares))

ANNUAL GENERAL MEETING

A notice convening the AGM to be held at Bank of China Head Office Building, No.1 Fuxingmen Nei Dajie, Xicheng District, Beijing, China at 9:30 a.m. Thursday, 20 May 2021 (registration will begin at 8:30 a.m.) is set out in pages 4 to 6 of this circular.

Whether or not you are able to attend the AGM, you are advised to read the notice of the AGM 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 AGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting at the AGM 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 AGM 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, 30 April 2021.

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.

1 April 2021

CONTENTS

				Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . .	2
NOTICE OF THE AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . .	4
APPENDIX I	BUSINESS OF THE AGM . . . . . . . . . . . . . . . . . . . . . .	. . . . .	7
ATTACHMENT A	2020 WORK REPORT OF THE BOARD OF DIRECTORS . . . . . . . . . .	. . . . .	12
ATTACHMENT B	2020 WORK REPORT OF THE BOARD OF SUPERVISORS . . . . . . . . .	. . . . .	18
ATTACHMENT C	ELECTION OF MR. LIU LIANGE TO BE RE-APPOINTED
		AS EXECUTIVE DIRECTOR OF THE BANK . . . . . . . . . . . . . .	. . . . . .	23
ATTACHMENT D	ELECTION OF MR. LIU JIN TO BE APPOINTED
		AS EXECUTIVE DIRECTOR OF THE BANK . . . . . . . . . . . . . .	. . . . . .	24
ATTACHMENT E	ELECTION OF MR. LIN JINGZHEN TO BE RE-APPOINTED
		AS EXECUTIVE DIRECTOR OF THE BANK . . . . . . . . . . . . . .	. . . . . .	25
ATTACHMENT F	ELECTION OF MR. JIANG GUOHUA TO BE RE-APPOINTED
		AS INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE BANK . . . . . .	. . . . .	26
APPENDIX II	REPORT ON THE CONNECTED TRANSACTIONS FOR 2020 . . . . . . . .	. . . . . .	28
APPENDIX III	DUTY REPORT OF INDEPENDENT DIRECTORS FOR 2020 . . . . . . . . .	. . . . .	32
APPENDIX IV	REPORT ON THE IMPLEMENTATION ON THE SCHEME
		ON THE AUTHORIZATION TO THE BOARD OF DIRECTORS GRANTED
		BY THE SHAREHOLDERS' MEETING OF BANK OF CHINA LIMITED FOR 2020	. . . . . . . . . . .44

- 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
"AGM" or "Annual General Meeting"	The annual general meeting of the Bank to be held at Bank of China Head
	Office Building, No.1 Fuxingmen Nei Dajie, Xicheng District, Beijing, China at
	9:30 a.m. Thursday, 20 May 2021 (registration will begin at 8:30 a.m.)
"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
"CSRC"	China Securities Regulatory Commission
"Director(s)"	the Director(s) of the Bank
"Executive Director(s)"	the Executive Director(s) of the Bank
"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)"	the Independent Non-executive Director(s) of the Bank
or "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
"Preference Shares"	Preference shares with nominal value of RMB100 each in the preference share
	capital of the Bank
"Preference Shareholders"	Holder(s) of Preference Shares
"RMB"	Renminbi, the lawful currency of the PRC
"Shareholder(s)"	A-Share Holders, H-Share Holders and/or Preference Shareholders
"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 and 4619 (Preference Shares))

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

• Mr. Jiang Guohua
• Mr. Martin Cheung Kong Liao
• Ms. Chen Chunhua
• Mr. Chui Sai Peng Jose
• Non-executiveDirectors
• Independent Non-executive Directors

1 April 2021

Dear H-Share Holders,

1. INTRODUCTION
   The Board of Directors hereby invites you to attend the AGM to be held at Bank of China Head Office Building, No. 1 Fuxingmen Nei Dajie, Xicheng District, Beijing, China at 9:30 a.m. Thursday, 20 May 2021 (registration will begin at 8:30 a.m.).
   The purpose of this circular is to provide you with notice of the AGM 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 AGM.
2. BUSINESS TO BE CONSIDERED AT THE AGM
   The items of business to be considered at the AGM are described in detail in the notice of the AGM set out in pages 4 to 6 of this circular. At the AGM, ordinary resolutions will be proposed to approve (i) 2020 Work Report of the Board of Directors; (ii) 2020 Work Report of the Board of Supervisors; (iii) 2020 Annual Financial Report; (iv) 2020 Profit Distribution Plan; (v) 2021 Annual Budget for Fixed Assets Investment; (vi) Appointment of the Bank's External Auditor for 2021; (vii) 2020 Annual Remuneration Distribution Plan for External Supervisors; (viii) Election of Mr. Liu Liange to be Re-appointed as Executive Director of the Bank; (ix) Election of Mr. Liu Jin to be Appointed as Executive Director of the Bank; (x) Election of Mr. Lin Jingzhen to be Re-appointed as Executive Director of the Bank; (xi) Election of Mr. Jiang Guohua to be Re-appointed as Independent Non-executive Director of the Bank; (xii) the Application for Provisional Authorization of Outbound Donations; special resolutions will be proposed to approve (xiii) Bond Issuance Plan; (xiv) Issuance of Write-down Undated Capital Bonds; and (xv) Issuance of Qualified Write-down Tier 2 Capital Instruments.

- 2 -

LETTER FROM THE BOARD

In order to enable you to have a better understanding of the resolutions to be proposed at the AGM 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 AGM (see Appendix I).

Pursuant to the relevant regulatory requirements, the annual report on connected transactions, the annual duty report of Independent Directors and the annual report on the implementation on the Scheme on the Authorization to the Board of Directors Granted by the Shareholders' Meeting of Bank of China Limited are matters to be reported to the Annual General Meeting but not for shareholders' approval. The Report on the Connected Transactions for 2020, the Duty Report of Independent Directors for 2020 and the Report on the Implementation on the Scheme on the Authorization to the Board of Directors Granted by the Shareholders' Meeting of Bank of China Limited for 2020 are set out in Appendix II, Appendix III and Appendix IV to this circular, respectively, for shareholders' information.

1. THE AGM
   The proxy form and the reply slip of the AGM are also enclosed herewith.
   If you intend to appoint a proxy to attend the AGM, 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 AGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting at the AGM 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 AGM 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, 30 April 2021.
   The Bank's Board Secretariat is located at Bank of China Head Office Building, No. 1 Fuxingmen Nei Dajie, Xicheng District, 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 AGM 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 AGM.
3. RECOMMENDATION
   The Board considers that the proposed resolutions set out in the Notice of AGM 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 AGM

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 4619 (Preference Shares))

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting ("AGM") of Bank of China Limited (the "Bank") will be held at Bank of China Head Office Building, No. 1 Fuxingmen Nei Dajie, Xicheng District, Beijing, China at 9:30 a.m. Thursday,

20 May 2021 (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 2020 Work Report of the Board of Directors
2. To consider and approve the 2020 Work Report of the Board of Supervisors
3. To consider and approve the 2020 Annual Financial Report
4. To consider and approve the 2020 Profit Distribution Plan
5. To consider and approve the 2021 Annual Budget for Fixed Assets Investment
6. To consider and approve the Appointment of the Bank's External Auditor for 2021
7. To consider and approve the 2020 Annual Remuneration Distribution Plan for External Supervisors
8. To consider and approve the Election of Mr. Liu Liange to be Re-appointed as Executive Director of the Bank
9. To consider and approve the Election of Mr. Liu Jin to be Appointed as Executive Director of the Bank
10. To consider and approve the Election of Mr. Lin Jingzhen to be Re-appointed as Executive Director of the Bank
11. To consider and approve the Election of Mr. Jiang Guohua to be Re-appointed as Independent Non-executive Director of the Bank
12. To consider and approve the Application for Provisional Authorization of Outbound Donations

- 4 -

NOTICE OF THE AGM

SPECIAL RESOLUTIONS

1. To consider and approve the Bond Issuance Plan
2. To consider and approve the Issuance of Write-down Undated Capital Bonds
3. To consider and approve the Issuance of Qualified Write-down Tier 2 Capital Instruments

The Board of Directors of Bank of China Limited

1 April 2021

As at the date of this notice, the Directors of the Bank are: Liu Liange, Wang Wei, Lin Jingzhen, Zhao Jie*, Xiao Lihong*, Wang Xiaoya*, Zhang Jiangang*, Chen Jianbo*, Wang Changyun#, Angela Chao#, Jiang Guohua#, Martin Cheung Kong Liao#, Chen Chunhua#, Chui Sai Peng Jose#..

*  Non-executive Directors

# Independent Non-executive Directors

Notes:

1. Details of the above resolutions are set out in Appendix I to this circular. Additional information of the 2020 Work Report of the Board of Directors, the 2020 Work Report of the Board of Supervisors, the Election of Mr.. Liu Liange to be Re-appointedas Executive Director of the Bank, the Election of Mr.. Liu Jin to be Appointed as Executive Director of the Bank, the Election of Mr.. Lin Jingzhen to be Re-appointedas Executive Director of the Bank and the Election of Mr.. Jiang Guohua to be Re-appointedas Independent Non-executiveDirector of the Bank, are set out in Attachment A, Attachment B, Attachment C, Attachment D, Attachment E and Attachment F to this circular, respectively.
2. Pursuant to the relevant regulatory requirements, the annual report on connected transactions, the annual duty report of Independent Directors and the annual report on the implementation on the Scheme on the Authorization to the Board of Directors Granted by the Shareholders' Meeting of Bank of China Limited are matters to be reported to the Annual General Meeting but not for shareholders' approval. The Report on the Connected Transactions for 2020, the Duty Report of Independent Directors for 2020 and the Report on the Implementation on the Scheme on the Authorization to the Board of Directors Granted by the Shareholders' Meeting of Bank of China Limited for 2020 are set out in Appendix II, Appendix III and Appendix IV to this circular, respectively, for shareholders' information.
3. The Board of Directors has recommended a final dividend of RMB1.97 every ten ordinary share (before tax) for the year ended 31 December 2020 and, if such proposed dividend distribution set out in Resolution No. 4 is approved by the shareholders, the final dividend will be distributed to those shareholders whose names appear on the register of shareholders of the Bank on Thursday, 3 June 2021.
   In accordance with Chinese tax laws and regulations, the dividends and bonuses received by overseas resident individual shareholders from stocks issued by domestic non-foreign investment enterprises in Hong Kong are subject to the payment of individual income tax, which shall be withheld by the withholding agents. However, overseas resident individual shareholders of stocks issued by domestic non-foreign investment enterprises in Hong Kong are entitled to the relevant preferential tax treatment pursuant to the provisions in the tax agreements signed between the countries in which they are residents and China, or to the tax arrangements between the Chinese mainland and Hong Kong and Macau. Accordingly, the Bank generally withholds 10% of the dividends to be distributed to the individual H-Share Holders as individual income tax unless otherwise specified by the relevant tax laws, regulations and agreements.
   In accordance with the provisions of the Notice on Issues concerning Withholding the Enterprise Income Tax on Dividends Paid by Chinese Resident Enterprises to H-share Holders who are Overseas Non-resident Enterprises (Guoshuihan [2008] No. 897) published by the State Administration of Taxation of PRC, when Chinese resident enterprises distribute annual dividends for 2008 onwards to H-shareholders who are overseas non-residententerprises, the enterprise income tax shall be withheld at a uniform rate of 10%.
   In accordance with the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends on H Shares paid by the Bank.

- 5 -

NOTICE OF THE AGM

The tax and tax relief of Shanghai-HongKong Stock Connect shall comply with the Notice on the Relevant Taxation Policy regarding the Pilot Programme that Links the Stock Markets in Shanghai and Hong Kong issued jointly by the Ministry of Finance of the PRC, the State Administration of Taxation of the PRC and the China Securities Regulatory Commission.

The H-Share register of shareholders of the Bank will be closed from Saturday, 29 May 2021 to Thursday, 3 June 2021 (both days inclusive) for the purpose of determining the list of shareholders entitled to the proposed final dividend. For such entitlements, H-Share Holders who have not registered the relevant transfer documents are required to lodge them, together with the relevant share certificates, with the H Share Registrar of the Bank, 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 Friday, 28 May 2021. The ex-dividend date of the Bank's Shares will be on Thursday, 27 May 2021.

1. Pursuant to the Hong Kong Listing Rules, each of the resolutions set out in the Notice of the AGM 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 AGM.
2. Any Shareholder entitled to attend and vote at the AGM 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.
3. 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 AGM 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 AGM or any adjourned meeting thereof should he/she so wish, in such event the instrument appointing a proxy shall be deemed to be revoked.
4. The H-Share register of Shareholders of the Bank will be closed, for the purpose of determining Shareholders' entitlement to attend the AGM, from Tuesday, 20 April 2021 to Thursday, 20 May 2021 (both days inclusive), during which period no transfer of Shares will be registered. In order to attend the AGM, 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, 19 April 2021. H-Share Holders who are registered with Computershare Hong Kong Investor Services Limited on or before the aforementioned date are entitled to attend the AGM.
5. 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.
6. Shareholders who intend to attend the AGM in person or by proxy should return the reply slip for the AGM 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, 30 April 2021. 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: [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]).
7. According to the Articles of Association of the Bank and the circumstances of the AGM, resolutions proposed at the AGM are not required to be considered and approved by the Preference Shareholders. Therefore, the Preference Shareholders will not attend the AGM.
8. 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 AGM.
9. 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.

- 6 -

APPENDIX I	BUSINESS OF THE AGM

1. THE 2020 WORK REPORT OF THE BOARD OF DIRECTORS
   According to the relevant regulatory requirements and the requirements of Articles of Association, at the 2021 third meeting of the Board of Directors held on 30 March 2021, the Board has reviewed and approved the 2020 Work Report of the Board of Directors..
   Details of the above work report of the Board are set out in Attachment A to this circular.
2. THE 2020 WORK REPORT OF THE BOARD OF SUPERVISORS
   According to the relevant regulatory requirements and the requirements of Articles of Association, at the 2021 first meeting of the Board of Supervisors held on 30 March 2021, the Board of Supervisors has reviewed and approved the 2020 Work Report of the Board of Supervisors..
   Details of the above work report of the Board of Supervisors are set out in Attachment B to this circular.
3. THE 2020 ANNUAL FINANCIAL REPORT
   At the 2021 third meeting of the Board of Directors held on 30 March 2021, the Board has reviewed and approved the 2020 Annual Financial Report. Please refer to the Consolidated Financial Statements Part of the 2020 Annual Report of the Bank for more details..
4. THE 2020 PROFIT DISTRIBUTION PLAN
   According to the audited results for 2020 and relevant laws and regulations, the Profit Distribution Plan of the Bank for the year 2020 is proposed as follows:
5. 1. Appropriation to statutory surplus reserve of RMB18.677 billion;
   2. Appropriation to general and regulatory reserves of RMB17.881 billion;
   3. No appropriation shall be made to the discretionary reserve;
   4. Considering the Bank's business performance, financial position, and the capital requirements for future development of the Bank, it is proposed to distribute RMB1.97 every ten Ordinary Share (before tax) as dividend to A-share Holders and H-Share Holders whose names appear on the register of Shareholders of the Bank as at the close of market on Thursday, 3 June 2021;
   5. The Bank is not proposing any capitalization of capital reserve into share capital for this profit distribution;
   6. The 2020 final dividend of the Bank's Ordinary Shares will be denominated and declared in RMB and be paid in RMB or equivalent amount in Hong Kong dollars. The dividend paid in Hong Kong dollars will be converted from RMB based on the average of the exchange rates announced by People's Bank of China in the week before 20 May 2021 (inclusive), being the date for holding the Bank's 2020 Annual General Meeting.

- 7 -

APPENDIX I	BUSINESS OF THE AGM

5. THE 2021 ANNUAL BUDGET FOR FIXED ASSETS INVESTMENT

In 2021, focusing on the high-quality development objective, the Bank shall support investment in scientific and technological innovation, and accelerate the construction of the enterprise-level architecture; beef up investment in scenario building and give greater support to the development of related industries; implement the national strategy of regional coordinated development, and continue to increase resource allocation to key regions. In the full year, the fixed asset investment budget will be RMB19 billion, as detailed in the table below:

Category
(Unit: RMB100 million)		Budget 2021
Real estates	37.0
Equipment	145.6
Vehicles	2.4
Flexible budget	5.0
Total	190.0

1. THE APPOINTMENT OF THE BANK'S EXTERNAL AUDITOR FOR 2021
   The Board of Directors of the Bank recommends the engagement of PricewaterhouseCoopers Zhong Tian LLP as the Bank's domestic auditor and external auditor for internal control audit for 2021, providing audit services on its financial statements and internal control pursuant to CAS; engagement of PricewaterhouseCoopers as the Bank's international auditor for 2021, providing financial statement audit services pursuant to the IFRS. The audit fee of financial statements for 2021 stands at RMB89 million, and that of internal control at RMB12 million, totaling RMB101 million.
2. THE 2020 ANNUAL REMUNERATION DISTRIBUTION PLAN FOR EXTERNAL SUPERVISORS
   In accordance with the relevant regulatory requirements and management measures of the Bank, the 2020 Annual Remuneration Distribution Plan for External Supervisors is proposed based on their 2020 annual assessment results. Details are as follows:

			Unit: RMB10,000/Before tax
					Accrued
Name		Position			remuneration
Jia Xiangsen		External Supervisor	26
		Chairman of the Finance and Internal Control Supervision
		Committee
Zheng Zhiguang	External Supervisor	26
	Member of the Duty Performance and Due Diligence Supervision
	Committee
	Member of the Finance and Internal Control Supervision
	Committee

1. The remuneration of External Supervisor is determined based on the resolution of the 2009 annual general meeting of the Bank and work performance of the External Supervisor.
2. Mr. Jia Xiangsen and Mr. Zheng Zhiguang began to serve as External Supervisor of the Bank as of 17 May 2019.
3. Mr. Jia Xiangsen began to serve as Chairman of the Finance and Internal Control Supervision Committee of the Board of Supervisors of the Bank as of 9 August 2019.

- 8 -

APPENDIX I	BUSINESS OF THE AGM

1. Mr. Zheng Zhiguang began to serve as member of the Duty Performance and Due Diligence Supervision Committee and member of the Finance and Internal Control Supervision Committee of the Board of Supervisors of the Bank as of 9 August 2019.

The above remuneration distribution plan has been reviewed and approved by the Board of Supervisors on 30 March 2021.

1. THE ELECTION OF MR. LIU LIANGE TO BE RE-APPOINTED AS EXECUTIVE DIRECTOR OF THE BANK
   At the 2021 third meeting of the Board of Directors held on 30 March 2021, the Board has reviewed and approved the proposal on the nomination of Mr. Liu Liange to be re-appointed as Executive Director of the Bank. Details of the proposal are set out in Attachment C to this circular.
2. THE ELECTION OF MR. LIU JIN TO BE APPOINTED AS EXECUTIVE DIRECTOR OF THE BANK
   At the 2021 second meeting of the Board of Directors held on 16 March 2021, the Board has reviewed and approved the proposal on the nomination of Mr. Liu Jin to be appointed as Executive Director of the Bank. Details of the proposal are set out in Attachment D to this circular.
3. THE ELECTION OF MR. LIN JINGZHEN TO BE RE-APPOINTED AS EXECUTIVE DIRECTOR OF THE BANK
   At the 2021 third meeting of the Board of Directors held on 30 March 2021, the Board has reviewed and approved the proposal on the nomination of Mr. Lin Jingzhen to be re-appointed as Executive Director of the Bank. Details of the proposal are set out in Attachment E to this circular.
4. THE ELECTION OF MR. JIANG GUOHUA TO BE RE-APPOINTED AS INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE BANK
   At the 2021 third meeting of the Board of Directors held on 30 March 2021, the Board has reviewed and approved the proposal on the nomination of Mr. Jiang Guohua to be re-appointed as Independent Non-executive Director of the Bank. Details of the proposal are set out in Attachment F to this circular.
5. THE APPLICATION FOR PROVISIONAL AUTHORIZAION OF OUTBOUND DONATIONS
   For the purpose of actively fulfilling our social responsibilities and establishing the company's image, the proposed adjustment below is submitted to the Shareholders' Meeting for review and approval:
6. 1. Please grant approval to the provision of an extraordinary limit of RMB72.17 million towards pandemic prevention supply donations;
   2. Please grant approval to the provision of an extraordinary limit of RMB19.80 million towards the poverty alleviation donations;
   3. Please authorize the Board of Directors to review and approve the outbound donations.

- 9 -

APPENDIX I	BUSINESS OF THE AGM

1. THE BOND ISSUANCE PLAN
   In order to broaden the Bank's capital sources and meet its business development needs, the following bond issuance plan is submitted to the shareholders' meeting for consideration and approval:
   The Bank intends to issue bonds (excluding tier-2 capital bonds, undated capital bonds, convertible corporate bonds and other capital replenishment bonds) in domestic and overseas markets without prejudice to relevant laws and regulations, the listing rules where the Bank's securities are listed and the applicable laws, regulations and rules of any other government or regulator. The newly added balance of the Group's bond issuance will not exceed 1% of the Bank's latest audited total assets, and the proceeds shall be used for the Bank's general purposes. The resolution on the bond issuance will remain in force from the date after this bond issuance plan is approved by the shareholders' meeting of the Bank, to the date when the 2022 annual general meeting is held.
   In order to ensure the effective implementation of bond issuance, it is proposed that the shareholders' general meeting authorize the Board of Directors and the latter delegates the authority to the Senior Management to handle all issues related to the above-mentioned bond issuance, including but not limited to determining the bond issuance amount, term, interest rate, issuance market, issue methods and other specific terms according to market conditions and the Bank's asset and liability structure.
   The Bank will perform its obligations for information disclosure related to bond issuance in accordance with applicable laws, regulations and the listing rules in the places where the Bank is listed.
2. THE ISSUANCE OF WRITE-DOWN UNDATED CAPITAL BONDS
   The matter on the issuance of the write-down undated capital bonds is hereby submitted to the Shareholders' Meeting for approval, in order to further enhance the capital adequacy level and strengthen the capability of sustainable development of the Bank. Upon the approval by relevant regulators, the write-down undated capital bonds shall be issued in accordance with the terms and conditions hereunder:

1. Total issuance amount: not more than RMB100 billion, or equivalent in foreign currencies (excluding the RMB50 billion or equivalent in foreign currencies undated capital bonds which have been approved at the 2019 Annual General Meeting but have not yet been issued);

(2)	Types of capital instruments: write-down undated capital bonds, which meet the relevant requirements
	as stipulated in Capital Rules for Commercial Banks (Provisional), and can be used to replenish capital of
	commercial banks;

1. Target markets: including domestic and overseas markets;
2. Tenor: The Bonds will continue to be outstanding so long as the Bank's business continues to operate;
3. Means of loss absorption: upon the occurrence of triggering events as specified in the issuance document, the loss shall be absorbed through a write-down mechanism;
4. Interest rate: to be determined with reference to market interest rates;
5. Use of proceeds: to replenish additional Tier 1 capital of the Bank;
6. Term of validity of the resolution: from the date of approval by the Shareholders' Meeting to 31 December 2023.

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APPENDIX I	BUSINESS OF THE AGM

Pursuant to the rules and approval requirements promulgated by relevant regulatory authorities and the aforementioned terms and conditions, authorization is proposed to be granted by the Shareholders' Meeting to the Board of Directors and authorized to be delegated from the Board of Directors to the Senior Management for the determination of the specific terms on the issuance of the write-down undated capital bonds and handling of all related matters, including but not limited to applying to relevant regulatory authorities for the issuance, determining the date, the tranche and other relevant matters of the issuance, modifying, signing, and implementing all agreements, contracts and related documents during the issuance, and making corresponding adjustments to the relevant matters of the issuance of the bonds in accordance with requirements from the policies of relevant government departments and regulatory authorities and changes of market conditions. The validity of such authorization shall commence from the date on which the Shareholders' Meeting approves the issuance of the write-down undated capital bonds to 31 December 2023. Authorization is proposed to be granted by the Shareholders' Meeting to the Board of Directors and authorized to be delegated from the Board of Directors to the Senior Management to handle all the related matters such as coupon payment, redemption and write-down pursuant to the rules and approval requirements promulgated by relevant regulatory authorities in the duration of the write-down undated capital bonds. However, it should be approved by the Shareholders' Meeting that the Bank partially or entirely cancel coupon payments.

15. THE ISSUANCE OF QUALIFIED WRITE-DOWN TIER 2 CAPITAL INSTRUMENTS

The matter on the issuance of the qualified write-down Tier 2 capital instruments is hereby submitted to the Shareholders' Meeting for approval, in order to further enhance the capital adequacy level and strengthen the capability of sustainable development of the Bank. Upon the approval by relevant regulators, the qualified write-down Tier 2 capital instruments shall be issued in accordance with the terms and conditions hereunder:

1. Total issuance amount: not more than RMB100 billion, or equivalent in foreign currencies (excluding the RMB25 billion or equivalent in foreign currencies Tier 2 capital instruments which have been approved at the 2019 Annual General Meeting but have not yet been issued);
2. Types of capital instruments: qualified write-down Tier 2 capital instruments, which meet the relevant requirements as stipulated in Capital Rules for Commercial Banks (Provisional), and can be used to replenish capital of commercial banks;
3. Target markets: including domestic and overseas markets;
4. Tenor: not less than five years;
5. Means of loss absorption: upon the occurrence of triggering events as specified in the issuance document, the loss shall be absorbed through a write-down mechanism;
6. Interest rate: to be determined with reference to market interest rates;
7. Use of proceeds: to replenish Tier 2 capital of the Bank;
8. Term of validity of the resolution: from the date of approval by the Shareholders' Meeting to 31 December 2023.

Pursuant to the rules and approval requirements promulgated by relevant regulatory authorities and the aforementioned terms and conditions, authorization is proposed to be granted by the Shareholders' Meeting to the Board of Directors and authorized to be delegated from the Board of Directors to the Senior Management for the determination of the specific terms on the issuance of the qualified write-down Tier 2 capital instruments and handling of all related matters, including but not limited to applying to relevant regulatory authorities for the issuance, determining the date, the tranche and other relevant matters of the issuance, modifying, signing, and implementing all agreements, contracts and related documents during the issuance, and making corresponding adjustments to the relevant matters of the issuance of the bonds in accordance with requirements from the policies of relevant government departments and regulatory authorities and changes of market conditions. The validity of such authorization shall commence from the date on which the Shareholders' Meeting approves the issuance of the qualified write-down Tier 2 capital instruments to 31 December 2023. Authorization is proposed to be granted by the Shareholders' Meeting to the Board of Directors and authorized to be delegated from the Board of Directors to the Senior Management to handle all the related matters such as coupon payment, redemption and write-down pursuant to the rules and approval requirements promulgated by relevant regulatory authorities in the duration of the qualified write-down Tier 2 capital instruments.

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ATTACHMENT A 2020 WORK REPORT OF THE BOARD OF DIRECTORS

2020 WORK REPORT OF THE BOARD OF DIRECTORS

2020, an extraordinary year in the history of New China, marked the end of the 13th Five-Year Plan and the building of a moderately prosperous society in all respects. This year was also a "year of enhanced implementation" of the development strategy by Bank of China (the "Bank"). The Board of Directors of the Bank unswervingly implemented the decisions and arrangements made by the central government, remained committed to the general principle of pursuing progress while ensuring stability, acted upon the new development philosophy and got integrated into the new development paradigm, coordinated the fight against COVID-19 and the development of business, advanced the implementation of the "strengthened" development strategy in a solid way, vigorously supported the real economy, served the structural reform on the supply side, boosted the high-level opening, focused on forestalling and resolving risks, deepened reform and innovation across the board, and continuously galvanized high-quality development. The Bank's business development sustained a good momentum, making progress while ensuring stability and moving in a positive direction.

According to International Financial Reporting Standards, the Bank achieved a profit for the year of RMB205.1 billion, a year- on-year increase of 1.59%. At the end of 2020, the Bank's total assets stood at RMB24.40 trillion, total liabilities amounted to RMB22.24 trillion and equity attributable to shareholders of the Bank was RMB2.04 trillion, representing an increase of 7.17%, 6.96% and 10.08% respectively from the prior year-end. The ratio of non-performing loans was 1.46%, up 0.09 percentage point from the prior year-end.

Major work done by the Board of Directors of the Bank in 2020 is reported as follows:

1. Strengthening the strategy-leading capability and improving the quality and efficiency of strategy implementation
   In 2020, the Board of Directors of the Bank earnestly implemented the government's strategic deployments, took initiatives to serve the country's reform and development, firmly deepened reform across the board, accelerated high- quality development, took a steady and progressive stance, stayed focused on the strategy and reinforced strategy implementation. All the efforts paid off.
2. 1. Solidly serving the real economy and actively supporting the implementation of national strategies
      With the government's economic and financial working arrangements in mind, the Board of Directors of the Bank contributed to ensuring stability on six fronts and maintaining security in six areas and worked in a down- to-earth and all-around way to grow and prosper together with the real economy. To support the real economy in resuming normal order, the Bank was the first to introduce 30 measures for supporting the virus battle and economic reopening of Hubei Province, and the amount of lending on favorable terms to China's key anti- pandemic companies was larger than other banks. The Bank sacrificed a reasonable portion of profit to the real economy through lowering the interest rate of new loans, changing the pricing of existing loans and reducing or exempting fees. It effectively protected market players and increased the funding for key sectors such as inclusive finance, private enterprises and manufacturing. Our balance of inclusive finance loans granted to micro and small-sized enterprises stood at RMB611.7 billion, up 48% over the prior year-end. Outstanding medium and long-term loans granted to the manufacturing sector grew by 34.1%. Manufacturing loans as a percentage of total corporate loans remained at a relatively high level compared to other large Chinese banks. Capitalizing on the distinctive strength, the Bank unveiled 13 measures for "stabilizing foreign trade" and continued to lead other banks in terms of domestic international settlement business and credit insurance financing business. The Bank continuously deepened the initiative of poverty alleviation in designated areas by paying more efforts on fighting poverty through local industrial development and boosting of consumption and increasing financial supply. The efforts contributed to a complete victory of China in eliminating poverty. During implementation of the government's regional coordinated development strategy, the Bank incessantly extended business reach into key regions and cities like the Beijing-Tianjin-Hebei region, the Yangtze River Delta, the Guangdong, Hong Kong and Macao Greater Bay Area, the Hainan Free Trade Port and the Chengdu-Chongqing regional economic zone. As the sole strategic partner, the Bank has served the China International Import Expo with a full package of solutions for three consecutive years, wrapping up such tasks as attraction of businesses and exhibitors, exhibitor-businessmansupply-demand matchmaking conferences and financial services.

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ATTACHMENT A 2020 WORK REPORT OF THE BOARD OF DIRECTORS

1. Advancing reform deepening on all fronts and promoting the "One Body, Two Wings"-featured coordinated development
   The Bank's Board of Directors continued to push deeper the reforms and supervised the implementation of major reform projects. The Bank actively built a "strong headquarters" and carried out major reforms in corporate credit management, assets and liabilities, corporate banking and BOC University to further stimulate development vitality. It materialized the reform of corporate credit management system, reshaped healthy credit culture, and promoted the transformation of marketing management system. It optimized corporate banking business functions and improved customer marketing service system and management model. It strengthened corporate culture, galvanized the integration of corporate culture building with the fulfillment of social responsibilities and the promotion of business development, and focused on fostering an agile, people-oriented and compliance culture. The Board of Directors paid further attention to leveraging the global and diversified business strength to serve the opening-up with initiatives, lifting the Bank's global and diversified operations to a new high. The Bank steadily carried forward the regional integration and intensive operation of overseas institutions, and continued to enhance the capabilities of overseas institutions in customer marketing, business promotion, product innovation, technology-enabled operation and internal management. The Bank's global network was further improved with the opening of Athens Branch in Greece and Bank of China (Peru) Limited, and the Bank extended its reach into 61 countries and regions around the world, including 25 countries along the Belt and Road and 41 countries jointly contributing to the Belt and Road Initiative. In this way, the Bank has become the Chinese bank with the largest presence in the world and along the Belt and Road. The integrated governance capability was continuously enhanced, and the regional joint committee mechanism for integrated operation was fully implemented, which has significantly improved the effectiveness of integrated operation. BOCI China was listed on the main board of the Shanghai Stock Exchange, BOC Financial Leasing Co., Ltd. was established, BOC Fullerton opened its investment management headquarters, and a wealth management joint venture, the first of its kind in China, was inaugurated, thus further improving the layout of integrated operation. The Bank led the other Chinese banks in the number of licenses and benefits of the integrated operation.
2. Stepping up strategy implementation and going digital more quickly
   The Board of Directors of the Bank watched closely the international and domestic economic and financial conditions as well as the hot spots of the banking industry's operations management, and steadfastly promoted the strengthening of strategy implementation to gradually remove bottlenecks, which yielded stellar results. The whole-process digital transformation of personal banking went deeper, with the development model shifting to all the customers, assets and income at a faster speed, which continuously enhanced the market competitiveness. In respect of corporate banking, the development foundation of the "customer & account, basic management & grassroots" was gradually cemented, seeing a stream of breakthroughs in customer marketing, a steady improvement in deposit quality and an increasingly better credit structure. The Bank accelerated the development of its global transaction banking system, which demonstrated the advantage as an online platform in the midst of the pandemic. International settlement, cross-border RMB, settlement and sale of foreign exchange, cross-border custody, Panda bonds and underwriting of overseas bonds remained front- ranking in the market. Alongside the increasingly deeper integration of technology and business, the Bank solidly promoted the development of strategic scenarios such as cross-border, education, sports and silver economy, with substantially higher capabilities of reaching and serving customers and sharp downward shift of the service focus, injecting new momentum into customer expansion and business development. Smart operation and outlet digitalization were orderly promoted, mobile banking service capacity was rapidly improved, and on and off-line integrated service capacity was increasingly enhanced. The Bank developed the enterprise-level architecture faster, stepped up the implementation of data governance, continuously boosted the support of information infrastructure for business, and gradually unleashed the role of technology empowerment.

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ATTACHMENT A 2020 WORK REPORT OF THE BOARD OF DIRECTORS

1. Continuously strengthening capital management and consolidating risk internal control capabilities
2. 1. Strengthening capital management and increasing capital strength
      The Board of Directors of the Bank continued to improve the capital management system consistent with the requirements of high-quality development, and took a multi-pronged approach to promotion of capital replenishment in a bid to enhance the Group's capital adequacy level. It deeply implemented the concept of capital constraint and value creation, optimized the capital budget assessment mechanism, promoted the differentiation of management, raised the level of refined management, guided the optimization of business structure and enhanced value creation capability. In 2020, the Board of Directors carefully reviewed and approved the proposals on capital adequacy report, issuance of the write-down undated capital bonds and issuance of the qualified write-downtier-2 capital instruments, reinforced capital management, consolidated capital foundation, and urged the management to bring the role of economic capital assessment into play and well perform capital replenishment and capital conservation. It arranged the issuance of capital instruments in an orderly manner. The Bank replenished capital by RMB185 billion with external financing and continued to consolidate capital strength.
   2. Being always mindful of worst-case scenarios and perfecting the risk management mechanism
      The Board of Directors of the Bank conscientiously implemented the requirements of winning the tough battle against major risks, proactively enhanced the ability to respond to extreme situations and major risks, accelerated the construction of a comprehensive risk management system, studied and improved the risk management system and mechanism, and actively put in place a risk management system that was in line with the Group's strategy. The Bank strengthened asset quality monitoring, carried out rounds of pandemic disruption checks, stepped up forward-looking management of credit risk management, vigorously promoted non-performing loan collection and resolution, and retained the relative stability of asset quality. It dynamically improved the risk appetite policy and continuously strengthened liquidity risk and market risk management. The steady response to changes in financial markets ensured that major liquidity risk indicators met regulatory requirements. The Bank reasonably controlled bond investment durations and made efforts to reduce long-term interest rate risk. It strengthened exchange rate risk management and controlled net foreign exchange exposure at a reasonable level. In 2020, the Board of Directors reviewed and approved a number of proposals, including the Statement of Risk Appetite and the Measures on Risk Appetite Management of Bank of China Group (Version 2020) and the Banking Book Interest Rate Risk Management Policy (Version 2020), and heard a series of reports, including the Group Risk Report, the Country Risk Management Report and the report on regulatory opinions and the Bank's remediation.
   3. Improving the internal control system and strengthening the role of supervision
      The Board of Directors of the Bank earnestly implemented the national policies, strictly enforced the regulatory requirements, continuously improved the long-term effective mechanism of internal control and compliance, and steadily enhanced the capabilities of internal control and compliance and anti-money laundering management. The Board carefully acted on the arrangements made by CBIRC, strengthened staff behavior management and compliance awareness among all employees, and further improved the culture of internal control compliance. Meanwhile, it laid a more solid foundation for preventing internal control cases by taking tougher measures, conducted internal control compliance management evaluation, brought institutions under intensified daily management and control, and prevented cases and major operational risks. By improving the anti-money laundering and sanctions compliance policy system and stepping up anti-money laundering and sanctions compliance management, the Bank came out in the front in the PBOC's classified anti-money laundering rating of China's corporate financial institutions for three consecutive years. The Bank optimized the anti- money laundering and sanctions compliance training management mechanism, and enhanced the compliance awareness and capabilities of all staff. It strengthened related party management, solidified the foundation of related party transaction management, intensified daily monitoring and examination of related party transactions, and strictly controlled the risks of related party transactions. It tightened consumer protection and improved the dispute mediation and compensation mechanism. It strengthened audit oversight and applied more technologies to audit exercises. It stepped up supervision and accountability, continued to promote the remediation of issues found in inspections and audits and by regulators, and furthered the continuous improvement of the internal governance and control mechanisms.

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ATTACHMENT A 2020 WORK REPORT OF THE BOARD OF DIRECTORS

1. Lifting the corporate governance level and enhancing Directors' ability to perform their duties
   The Bank always takes excellent corporate governance as an important objective. According to the rules and regulations governing capital markets and relevant industries, the Bank has made constant efforts to improve its corporate governance framework, which comprises the shareholders' meeting, the Board of Directors, the Board of Supervisors and the Senior Management. This framework operates smoothly owing to a clear division of duties. The Board of Directors and all of its special committees have performed their duties and functioned effectively, thereby enhancing the Bank's corporate governance capabilities. In 2020, one shareholders' meeting was convened to review and discuss 17 topics and reach 14 resolutions. The Board held eight on-site meetings and nine meetings by circulation of written proposals to review and discuss 87 topics and reach 64 resolutions.
2. 1. Perfecting the corporate governance operating mechanism
      The Bank continued to improve the corporate governance system and institutional flow to ensure standardized and efficient operation of corporate governance and compliant and efficient decision-making by the Board of Directors. It persisted in improving the Board's operating mechanism, strengthening the corporate governance system, building up the governance capacity and increasing the compliance and effectiveness of corporate governance. It further enhanced the communication between the Board and the management both vertically and horizontally by successfully organizing several symposiums for directors, supervisors and senior management members, symposiums for chairman and independent directors, and strengthened improvement according to relevant comments and suggestions. The in-depth communication between the Board and the management could not only give full play to the decision-making supervision role of the Board and encourage the management to intensify its enforcement efforts, but also enhance the understanding between directors and management members, thus enabling them to generate a governance synergy across the Bank.
   2. Pursuing board diversity
      In 2020, the Bank continued to implement the Policy on Diversifying the Members of the Board of Directors of Bank of China Limited, and appointed the members of the Board based on the skills and experience necessary for sound operation of the Board. In the selection and appointment of new directors, especially new independent directors, the Bank fully considered the board member diversification objectives and requirements, including but not limited to regulatory requirements as well as directors' gender, age, cultural and educational background, region, professional experience, skills, knowledge. While expanding the size of the Board, it also strove to diversify the composition of directors.
   3. Capitalizing on the professionalism of the Board's special committees
      In 2020, the special committees under the Board earnestly performed their duties, developed reasonable meeting plans, and convened 38 meetings in total. Per the authorization of the Board and the rules of procedure of each special committee, relevant committees gained an in-depth understanding of the Bank's operations management by making surveys and listening to reports. At the meetings, they earnestly studied and discussed each proposal submitted to the Board for deliberation, and offered professional opinions and suggestions on major matters of the Bank such as strategic planning, corporate culture fostering, internal control, risk management, personnel and remuneration management and related party transaction management. By doing so, they assisted the Board performing its duties efficiently.
   4. Focusing on enhancing the Board's duty performance capability
      The Board of Directors of the Bank made scientific arrangements for surveys as actually needed by directors' performance of duties, and asked directors to conduct in-depth researches on the matters in their charge. All the research projects were closely centered on the Bank's development strategy and key aspects of work as well as economic and financial issues in heated discussions, e.g. modernizing corporate governance, integrated operation, digitalization of credit risk management, debt-for-equity management mechanism, collection of written off loans, private enterprise business, pension finance and comprehensive risk management. A total of eight research reports

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ATTACHMENT A 2020 WORK REPORT OF THE BOARD OF DIRECTORS

were completed. The management forwarded the research reports to related departments, so that they could study how to act on the opinions and suggestions stated in these reports, which effectively improved the Bank's corporate governance and operations management.

The Board of Directors paid much attention to enhance directors' expertise, with a special focus on arranging relevant trainings. In 2020, the Bank's directors actively participated in a number of professional trainings dealing with corporate value management enhancement, economic trend in the time of COVID-19, preparation of the 14th Five-year Plan and changes in development situation of China and the world at large in compliance with the A.6.5 of the Corporate Governance Code under the Hong Kong Listing Rules and the relevant regulatory requirements in the mainland. The Bank provided directors newly appointed in 2020 with introduction to and training on its development strategy, business development, corporate governance, overseas institutions and overseas business, among others.

The Bank's directors also took it upon themselves to enhance their professional skills in various ways, including writing and publishing professional articles, attending forums and seminars, meeting with domestic and overseas regulators and conducting on-site research exercises at the Bank's branches as well as at other advanced banks.

IV. Deepening investor relations management and equity management and improving information disclosure in both quality and efficiency

In 2020, the Bank once again received wide recognition for its investor relations and information disclosure performance. It received the "IR Company of the Year" and the "IR Board Secretary of the Year" from the Heavenly Horse Award Programme of the 11th Investor Relations Event of Chinese Listed Companies held by the Securities Times and the 16th "Golden Board Secretary" and the Third "HK-listed Company for IR of the Year" from the New Fortune. The 2019 Annual Report won again the Gold Award in the Annual Report Competition held by the League of American Communications Professionals and the League's Most Attractive Annual Report award in Asia Pacific. Besides, the Bank has been the winner of the Excellence Award for H Share & Red Chip Entries of the Best Annual Reports Awards of the Hong Kong Management Association annual report competition for three years in a row.

1. Continuing to communicate with capital market in a more proactive and targeted manner
   The Bank continued to track and analyze capital market more deeply and extensively, the 2019 annual results release and the 2020 interim results release were held successfully, with the number of participating institutions and individuals hitting an all-time high. It actively introduced innovative methods and strengthened proactive communication with the capital market on and off line. In addition, the Bank continued to strengthen proactive communication with external rating agencies and actively maintained the stability of various external ratings. In 2020, the Bank retained its external rating results with a stable outlook, still the highest in the industry.
2. Continuously strengthening equity management and effectively protecting shareholders' rights and interests
   The Bank earnestly performed the duty of equity management and continuously strengthened equity management. The Board of Directors assessed major shareholders and prepared assessment reports on a regular basis. It earnestly implemented the resolution of the shareholders' meeting on profit distribution and the plan on the authorization to the Board of Directors granted by the shareholders' meeting, organized the dividend distribution and effectively guaranteed shareholders' rights and interests.
3. Providing minority shareholders with increasingly better services
   In 2020, the Bank earnestly addressed 289 investor concerns via the e-interaction online platform run by SSE, its IR e-mail inbox and IR hotline. Individual shareholders wrote letters to praise the Bank's quality and efficient services to investors. The Bank launched the 2020 investor reception day event of listed companies and attended the Second "May 15 Chinese Investor Protection Publicity Day" Campaign organized by the Listed Companies Association of Beijing. It actively optimized the display effects of the IR webpage and added content on investor protection.

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ATTACHMENT A 2020 WORK REPORT OF THE BOARD OF DIRECTORS

iv Continuing the best practices with respect to information disclosure

The Board of Directors of the Bank continued to improve the information disclosure policy system. Following the "authentic, accurate, integral, timely and fair" principles and complying with laws and regulations, the Bank earnestly performed the information disclosure obligation, continued with innovations, actively explored voluntary information disclosure, remained committed to acting according to the best information disclosure practices, continued to improve the pertinence, effectiveness and transparency of information disclosure, and effectively protected the investors' right to be informed. The Bank once again received the highest rating of "A" in the annual evaluation of information disclosure by the SSE, and the Bank's 2019 Annual Report won several international awards and widespread acclaim. For one, the Bank carried out all mandatory information disclosures in a standardized and efficient manner; for the other, it tried to increase voluntary information disclosure efforts and dig deeper the highlights to strengthen strategy execution, so as to provide effective information for investors' value judgment and investment decision making. In 2020, more than 360 documents were submitted and disclosed to the outside, with zero errors and defects.

The year 2021 marks the beginning of the 14th Five-Year Plan and the Bank's new strategy implementation. At the start of a new development stage, the Bank will serve the new development paradigm in accordance with the new development concept, adhere to the general tone of pursuing progress while ensuring stability and the systemic approach, promote high- quality sustainable development, accelerate the construction of a strategic development pattern which focuses on spurring commercial banking business in the Chinese mainland, relies on globalization and diversification, and enables the domestic and foreign markets to boost each other, stimulate vitality and make agile response to achieve breakthroughs in key areas, and strive to build a world-class modern banking Group.

It is hereby reported.

Board of Directors of Bank of China Limited

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ATTACHMENT B 2020 WORK REPORT OF THE BOARD OF SUPERVISORS

2020 WORK REPORT OF THE BOARD OF SUPERVISORS

1. Meetings of the Board of Supervisors
   In 2020, the Bank convened four on-site meetings and four meetings by written resolution of the Board of Supervisors. At these meetings, the Board of Supervisors reviewed and approved 31 proposals regarding the Bank's four regular reports, 2019 profit distribution plan, 2019 internal control assessment report, 2019 corporate social responsibility report, 2019 work report of the Board of Supervisors, 2019 special report on the deposit and actual use of funds raised by domestic preferred shares,evaluation opinions of the Board of Supervisors on the duty performance of the Board of Directors, the Senior Management and its members for 2019, evaluation opinions of the Board of Supervisors on the Bank's strategy implementation in 2019, supervision and evaluation opinions of the Board of Supervisors on the Bank's duty performance in remuneration management, consolidated management, internal audit, anti-money laundering management, internal control, fraud prevention, information disclosure management, new product management, data governance management, market risk management, employee behavior management and compliance management, performance evaluation results for the Chairman of the Board of Supervisors for 2019, 2019 remuneration distribution plan for the Chairman of the Board of Supervisors and shareholder supervisors, implementation plan on performance management for the Chairman of the Board of Supervisors and shareholder supervisors in 2020, performance evaluation results and remuneration distribution plan for external supervisors, implementation plan on performance management for external supervisors in 2020, nomination of Ms. ZHANG Keqiu as candidate for Shareholder Representative Supervisor of the Bank, election of Ms. ZHANG Keqiu as the Chairman of the Board of Supervisors of the Bank, and appointment of Ms. ZHANG Keqiu as Chairman of the Duty Performance and Due Diligence Supervision Committee of the Board of Supervisors of the Bank, among others.
   In 2020, the attendance rate of each supervisor of the meetings of the Board of Supervisors is given below:

Supervisors	Number of meetings attended in person/
Number of meetings convened during term of office
Incumbent Supervisors

ZHANG Keqiu	0/0
WANG Zhiheng	8/8
LI Changlin	8/8
LENG Jie	8/8
JIA Xiangsen	8/8
ZHENG Zhiguang	8/8
Former Supervisors
WANG Xiquan	8/8

Notes:

1. Mr. WANG Xiquan ceased to serve as Chairman of the Board of Supervisors, Shareholder Representative Supervisor and Chairman of the Duty Performance and Due Diligence Supervision Committee of the Board of Supervisors of the Bank as of 18 January 2021 due to reason of age.
2. Ms. ZHANG Keqiu began to serve as Chairman of the Board of Supervisors, Shareholder Representative Supervisor and Chairman of the Duty Performance and Due Diligence Supervision Committee of the Board of Supervisors of the Bank as of 18 January 2021.

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ATTACHMENT B 2020 WORK REPORT OF THE BOARD OF SUPERVISORS

In 2020, the Duty Performance and Due Diligence Supervision Committee of the Board of Supervisors held four on-site meetings and five meetings by written resolution, at which it reviewed and approved proposals regarding the evaluation opinions of the Board of Supervisors on the duty performance of the Board of Directors, the Senior Management and its members for 2019, performance evaluation results for the Chairman of the Board of Supervisors for 2019, 2019 remuneration distribution plan for the Chairman of the Board of Supervisors and shareholder supervisors, implementation plan on performance management for the Chairman of the Board of Supervisors and shareholder supervisors in 2020, performance evaluation results and remuneration distribution plan for external supervisors, implementation plan on performance management for external supervisors in 2020, nomination of Ms. ZHANG Keqiu as candidate for Shareholder Representative Supervisor of the Bank, election of Ms. ZHANG Keqiu as the Chairman of the Board of Supervisors of the Bank, and appointment of Ms. ZHANG Keqiu as Chairman of the Duty Performance and Due Diligence Supervision Committee of the Board of Supervisors of the Bank, among others. The Finance and Internal Control Supervision Committee of the Board of Supervisors held four on-site meetings, at which it reviewed and approved the proposals regarding the Bank's four regular reports, 2019 profit distribution plan, 2019 internal control assessment report, 2019 corporate social responsibility report, and evaluation opinions of the Board of Supervisors on the Bank's strategy implementation in 2019, among others.

1. Performance of Supervision and Inspection by the Board of Supervisors
   In 2020, with the aim of Building a World-class Modern Banking Group and meeting the objectives of the "Year of Enhanced Implementation", the Board of Supervisors stimulated vitality, made agile response and achieved breakthroughs in key areas, in compliance with relevant laws and regulations, regulatory requirements and the Articles of Association of the Bank. It proactively assessed external trends and changes, diligently supervised the duty performance, financial management, risk management and internal control in a more forward-looking, insightful and professional manner, and effectively played a constructive supervisory role within the corporate governance system, thus continuously contributing to the high-quality development of the Bank.
   Supervised and evaluated the duty performance of directors and senior management members in an orderly manner. First, the Board of Supervisors strictly supervised day-to-dayduty performance. Supervisors attended the meetings of the Board of Directors and its special committees, as well as meetings of the Senior Management as non-votingattendees, heard reports of relevant departments, participated in symposiums, held interviews, analysed materials and carried out special surveys. This allowed supervisors to stay informed regarding the duty performance of directors and senior management members, and to follow up on the decision-making,implementation and progress of major issues and key operation and management measures. In 2020, the Board of Supervisors completed four analysis reports on the duty performance of the Board of Directors and the Senior Management, and expressed supervisory opinions or suggestions regarding major concerns. Second, it earnestly carried out annual duty performance evaluation. The Board of Supervisors collected duty performance and due diligence reports of directors and senior management members, organised interviews with directors and senior management members regarding their duty performance, evaluated the annual duty performance of the Board of Directors, the Senior Management and its members in an objective and fair manner with due regards to routine supervision information, and formulated annual duty performance evaluation opinions. After review and approval at the meeting of the Board of Supervisors, it reported evaluation results to the shareholders' meeting, and duly filed duty performance evaluation opinions with the regulator. According to the supervisory requirement, the Board of Supervisors reviewed and formulated the 2020 assessment result on the performance of duties of the directors, supervisors and senior management members of the bank that the directors, supervisors and senior management members were competent. The Board of Directors and the Senior Management attached great importance to and actively cooperated with the supervision and evaluation of duty performance carried out by the Board of Supervisors, clearly embodying how the Bank's corporate governance entities perform their respective duties and obligations in a coordinated manner and maintain effective checks and balances.
   Solidified the review and supervision of strategy, finance and regular reports. First, the Board of Supervisors effectively performed the responsibility of strategy supervision. It kept a close eye on the Bank's support for major national strategies and plans, pandemic prevention and control, the resumption of work and production, and the development of the real economy, followed and evaluated the implementation progress of the Bank's development strategies under the new circumstances, and provided insights and suggestions for the preparation of the Bank's strategies in the 14th Five-yearPlan period. Second, the Board of Supervisors made steady progress in routine financial supervision. It followed up the Bank's progress in the implementation of its major financial policies and decisions on financial matters, such as the priorities of annual financial management, the annual business plan and the financial

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ATTACHMENT B 2020 WORK REPORT OF THE BOARD OF SUPERVISORS

budget. It regularly sorted and analysed the Bank's financial and accounting data, strengthened its forward-looking analysis and judgment of the Bank's financial operation based on tracking and studying of the macro-economic and financial situation, regulatory policies and peer dynamics, completed four analysis reports on the Bank's financial position, and made timely prompts to relevant management departments to take effective measures to improve operating results. Third, the Board of Supervisors solidified the review and supervision of regular reports. It regularly heard reports on operating results and audit opinions, supervised and reviewed the authenticity, accuracy and completeness of financial materials such as regular reports, annual financial report and profit distribution plan, and all supervisors signed written confirmation opinions. The Board of Supervisors put forward four letters of supervisory recommendations, outlined 17 concerns and made 40 specific suggestions to the Board of Directors and the Senior Management. These were related to paying due attention to the impact of the pandemic on the Bank's operation, capturing opportunities for business development, responding to changes in the external environment, strengthening the business management of overseas institutions, following national policies such as "dual circulation", consolidating the foundation for high-quality development, strengthening comprehensive risk management, improving the quality and efficiency of asset quality control, tracking the latest capital regulatory policies, and intensifying capital replenishment and management.

Deepened the supervision of risk management and internal control. First, the Board of Supervisors strengthened the day-to-daysupervision of risk management and internal control. In response to the continuously rising credit risk, market risk, liquidity risk, internal control and operational risk in the banking sector during the year, the Board of Supervisors proactively studied and analysed new problems and new challenges faced by the Bank with respect to risk management and internal control. Taking into consideration its risk supervision responsibilities and remaining mindful of worst-casescenarios, it continuously followed up on the implementation of key tasks related to risk management and internal control. In 2020, it completed four analysis reports on risk management and internal control, issued risk prompts, and put forward relevant opinions and suggestions. Second, focusing on the concerns of regulators and internal and external auditors, the Board of Supervisors properly supervised comprehensive risk management and risk control in key areas. It responded to the COVID-19pandemic and related risk events, and sent risk alerts to the Senior Management and relevant departments.

Strengthened supervision in specific fields. The Board of Supervisors identified 17 key supervision matters according to the supervisory responsibilities assigned to it by regulatory requirements and the Articles of Association, including strategy implementation, capital management and advanced capital measurement management, liquidity risk management, comprehensive risk management, market risk management, consolidated management, stress test management, anti-money laundering management, internal control, fraud prevention, compliance management, new product management, data governance management, employee behaviour management, remuneration management, information disclosure and internal audit. It formulated supervision plans for all of the above matters, established corresponding supervision indicator system, heard reports from relevant functional departments of the Bank, and issued supervision and evaluation opinions as required.

Enhanced its supervisory role through special surveys. In 2020, the Board of Supervisors continued to combine special surveys with the supervision of duty performance, strategy, finance, risk and internal control, conducted more targeted and specialised surveys, brought the value of research into play, and strengthened the application of research results. Focusing on the Bank's development strategy and priorities, the Board of Supervisors organised three special surveys on the development of overseas institutions, the building of transaction banking and the disposal of non-performingassets. The survey teams were led by supervisors and consisted of directors and personnel from relevant departments of the Head Office. They interviewed directors and senior management members, held discussions with a total of 24 departments and institutions from the Head office and comprehensive operation subsidiaries, and conducted field surveys in five domestic tier-1branches and tier-2branches under jurisdiction. Due to the pandemic, they also held video seminars with 11 domestic and overseas institutions and carried out written surveys with 29 domestic and overseas institutions. Through these efforts, they developed a full understanding of the implementation of decisions and plans made by the Head Office, deeply analysed existing problems and difficulties, widely solicited proposed countermeasures, and submitted survey reports that provided the Board of Directors and the Senior Management with targeted and practical opinions and suggestions.

Actively improved synergies in supervision. The Board of Supervisors gave full play to the synergistic work of directors and supervisors. It strengthened information sharing with the Board of Directors in respect of macro information, regulatory information, the Bank's information and peer information, organised supervisors to attend the

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ATTACHMENT B 2020 WORK REPORT OF THE BOARD OF SUPERVISORS

seminars of directors, supervisors and senior management members, and invited directors to participate in the surveys of the Board of Supervisors. It reinforced its coordination with the second and third lines of defence and comprehensive management departments, held special meetings with the audit line, and made best use of internal and external audit findings to broaden supervision horizons and improve supervision efficiency.

Strengthened self-improvement. The Board of Supervisors hosted a special seminar to study its work priorities and methods, focusing on the Bank's central tasks as well as problems encountered during supervision, so as to improve its work efficiency. The Board of Supervisors organised and completed the annual duty performance evaluation of itself and its members, and urged all supervisors to earnestly perform the supervision duties delegated by laws, regulations and the Articles of Association. Special training courses were held to improve supervisors' professional competency around themes such as changes in current trends, challenges and opportunities faced by the banking industry, anti-money laundering and sanctions compliance management. All supervisors performed their duties faithfully and diligently, leveraged their respective expertise, and made efforts to sharpen their policy competence and duty performance capability. They also actively attended meetings, earnestly reviewed proposals, heard working reports, undertook special surveys and provided professional, well-considered and independent opinions, thus conscientiously fulfilling their supervisory function.

The Board of Directors and the Senior Management attached great importance and gave strong support to the work of the Board of Supervisors. By holding Executive Committee meetings and special meetings, issuing written instructions and through other forms, they required senior management members and relevant functional departments to carefully study the opinions and suggestions offered by the Board of Supervisors in letters of supervisory recommendations and survey reports, push forward the rectification of existing problems, and regularly update the Board of Supervisors on rectification progress. As a result, the constructive supervisory role of the Board of Supervisors, through which supervision promotes improvement and development, was brought into full play. Effective interaction among the Board of Directors, the Board of Supervisors and the Senior Management boosted the continuous enhancement of the Bank's corporate governance.

According to regulatory requirements, the Board of Supervisors put forward the following regulatory assessment opinions for the Board of Directors and the Senior Management of the Bank in respect of performance of responsibilities for liquidity risk management: During the reporting period, the Board of Directors and the Senior Management of the Bank actively responded to the epidemic, changes of domestic and overseas financial environment, and market liquidity fluctuation, comprehensively took into account the Bank's business development and liquidity status, and continuously improved liquidity risk management on all fronts. They optimized the liquidity system, and further standardized the division of responsibilities, management requirements and information reporting related to liquidity risk management; they enhanced the building of relevant systems, and promoted the upgrading of global daytime liquidity management platform; they did a good job in daytime RMB liquidity management and intensify forward-looking management; they effectively responded to the fund fluctuation of foreign currency market hit by the epidemic, effectively adjusted domestic and overseas fund gap, and intensified stress testing and emergency drilling. The Bank's liquidity risk management kept improving. As at the end of 2020, each liquidity indicator remained high and satisfied the regulatory requirements of China Banking and Insurance Regulatory Commission and the risk appetite of the Board of Directors.

According to regulatory requirements, the Board of Supervisors put forward the following supervision and assessment opinions for the Board of Directors and the Senior Management of the Bank in respect of performance of responsibilities for capital management and management of advanced capital measurement approaches: During the reporting period, the Board of Directors and the Senior Management of the Bank adhered to the philosophy of high-quality development, and steadily carried out the key tasks of capital management and management of advanced capital measurement approaches. They steadily advanced external capital replenishment, and effectively enhanced the comprehensive capital strength of the Group; they continuously strengthened the management of internal capital, established an assessment mechanism for capital use with compensation, and intensified the awareness of capital saving and return; they earnestly did a good job in preparation for Basel III implementation and internal capital adequacy assessment, and continuously advanced the building of capital adequacy assessment procedures; they kept improving capital measurement and strengthened data quality management. The Bank's capability of capital management and management of advanced capital measurement approaches kept improving. As at the end of 2020, the Group's capital size and aggregate capital adequacy ratio both hit a record high.

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ATTACHMENT B 2020 WORK REPORT OF THE BOARD OF SUPERVISORS

According to regulatory requirements, the Board of Supervisors put forward the following supervision and assessment opinions for the Board of Directors and the Senior Management of the Bank in respect of performance of responsibilities for stress testing management: During the reporting period, the Board of Directors and the Senior Management of the Bank established a stress testing governance system and formulated relevant policies and rules according to regulatory requirements. They regularly carried out stress testing and applied it to the capital management and various risk management decisions. The Risk Policy Committee of the Board of Directors reviewed the Internal Capital Adequacy Ratio Assessment Report of Bank of China for 2020, to calculate and consider the capital surcharge following adverse macroeconomic changes; the Risk Management and Internal Control Committee listened to the report on the Bank's stress testing conducted as required by the People's Bank of China, and made arrangements for the application of relevant results; according to the authorization of the Board of Directors, the Senior Management developed a recovery and resolution plan, applied reverse stress testing methods to derive the adverse macroeconomic changes that might trigger the thresholds of the Group's capital adequacy ratio under the recovery plan and the resolution plan, and provided guidance for business management; all stress testing reports were submitted by the Senior Management, upon review, to the regulators.

During the reporting period, the Board of Supervisors held no objection to such matters under its supervision regarding the Bank's operational and legal compliance, financial position, use of raised funds, purchase and sale of assets, connected transactions, internal control and corporate information disclosure.

1. Working Performance of the External Supervisor
   During the reporting period, Mr. JIA Xiangsen and Mr. ZHENG Zhiguang, the external supervisors of the Bank, performed their supervisory duty in strict accordance with the provisions of the Articles of Association of the Bank. They were present at shareholders' meetings, attended the meetings of the Board of Directors, the Strategic Development Committee, the Corporate Culture and Consumer Protection Committee, the Audit Committee and the Risk Policy Committee as non-voting attendees, and personally attended all meetings of the Board of Supervisors and its special committees during their terms of office. Mr. JIA Xiangsen and Mr. ZHENG Zhiguang led three special surveys and proposed the following independent opinions: Regarding the survey of the development of overseas institutions, they proposed to adhere to the globalisation strategy and take the path of high-quality development by implementing new development concept. Regarding the survey concerning the building of transaction banking, they proposed to strengthen top-level design and improve the product and service system. Regarding the survey concerning the disposal of non-performing assets, they proposed to optimise resource allocation and strengthen technological application. Their contributions played an active role in promoting the improvement of the Bank's corporate governance and business management. During the reporting period, Mr. JIA Xiangsen and Mr. ZHENG Zhiguang worked at the Bank for more than 15 working days.

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ATTACHMENT C ELECTION OF MR. LIU LIANGE TO BE RE-APPOINTED AS EXECUTIVE DIRECTOR OF THE BANK

Election of Mr. Liu Liange to be re-appointed as Executive Director of the Bank

The term of office of Mr. Liu Liange as Executive Director of the Bank is to expire on the date of the Annual General Meeting of the Bank to be held in 2021. According to the Articles of Association of the Bank, directors shall be elected by the Shareholders' Meeting and serve a term of office of three years. A director may serve consecutive terms if re-elected upon the expiration of his/her term.

During his term of office, Mr. Liu Liange has participated in the decision-making on material matters submitted to the Board of Directors and the special committees according to the laws and regulations governing the Bank and the relevant provisions in the Articles of Association of the Bank. He has performed responsibilities of directors in a faithful, diligent, professional and efficient manner.

Upon Mr. Liu's consent and the consideration and approval of the Board of Directors of the Bank, it is proposed by the Board of Directors that Mr. Liu Liange be elected for re-appointment as Executive Director of the Bank. Term of office of his re-appointment will be three years, which will commence from the date of approval by the Bank's Annual General Meeting to be held in 2021 and end on the date of the Bank's Annual General Meeting to be held in 2024.

The biographic details of Mr. Liu Liange are as follows:

Mr. Liu Liange, Chairman of the Board of Directors of the Bank since July 2019. Mr. LIU joined the Bank in 2018, and served as Vice Chairman of the Board of Directors of the Bank from October 2018 to July 2019 and President of the Bank from August 2018 to June 2019. He served as Vice Chairman and President of the Export-Import Bank of China from July 2015 to June 2018. Mr. LIU served as Vice President of the Export-Import Bank of China from March 2007 to February 2015. He also served as Director of the African Export-Import Bank from September 2007 to February 2015, as Chairman of the Board of Supervisors of Sino-Italian Mandarin Capital Partners from March 2009 to June 2015, and as Chairman of the Board of Directors of Regional Credit Guarantee and Investment Facility (Asia) from March 2014 to May 2015. Mr. LIU worked in the People's Bank of China ("PBOC") for many years, successively serving as Deputy Director-General of the International Department of the PBOC, President of the Fuzhou Central Sub-branch of the PBOC and Director of the Fujian Branch of the State Administration of Foreign Exchange, Director General of the Anti-Money Laundering Bureau (the Security Bureau) of the PBOC. Mr. LIU served as President of Shanghai RMB Trading Unit from October 2018 to November 2019, Vice Chairman of the Board of Directors of BOC Hong Kong (Holdings) Limited from December 2018 to July 2019. He has been serving as Chairman of the Board of Directors of BOC Hong Kong (Holdings) Limited since July 2019. He graduated from the Graduate School of the People's Bank of China with a Master's Degree in Economics in 1987. He holds the title of Senior Economist.

Save as disclosed above, Mr. Liu Liange does not hold any position with the Bank or any of its subsidiaries.

Executive Directors of the Bank don't receive director's remuneration from the Bank or any of its subsidiaries, but receive corresponding remuneration in accordance with their management positions in the Bank, including salaries, bonuses, employer's contribution to compulsory insurances and housing allowances. The remuneration of Executive Directors is determined with reference to relevant government regulations. The Bank's Personnel and Remuneration Committee is responsible for determining the annual remuneration scheme which will be recommended to the Board of Directors, and submitted to the Shareholders' Meeting for approval.

As far as the directors of the Bank are aware and save as disclosed above, Mr. Liu Liange does not hold any directorship position in other public companies, the securities of which are listed on any securities markets in Chinese mainland, Hong Kong (China) or overseas in the last three years, nor does he have any other relationship with any director, senior management member, or substantial or controlling shareholder of the Bank. As of the date of this proposal, Mr. Liu Liange does 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 re-appointment of Mr. Liu Liange 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. Liu Liange has not been penalized by the China Securities Regulatory Commission or other relevant departments or stock exchanges.

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ATTACHMENT D	ELECTION OF MR. LIU JIN TO BE APPOINTED
	AS EXECUTIVE DIRECTOR OF THE BANK

Election of Mr. Liu Jin to be appointed as Executive Director of the bank

The nomination of Mr. Liu Jin as candidate for Executive Director of the Bank was reviewed and approved at the meeting of the Board of Directors on March 16, 2021. It is hereby proposed that Mr. Liu Jin be elected as Executive Director of the Bank. Term of office of Mr. Liu Jin will be three years from the date of approval of his qualifications by China Banking and Insurance Regulatory Commission till the date of the 2024 Annual General Meeting of the Bank.

The biographic details of Mr. Liu Jin are as follows:

Mr. Liu Jin was born in 1967, and joined the Bank in 2021. He served as Executive Director of China Everbright Group from December 2019 to March 2021. Mr. Liu served as President of China Everbright Bank from January 2020 to March 2021, and served as Executive Director of China Everbright Bank from March 2020 to March 2021. He served as Executive Vice President of China Development Bank from September 2018 to November 2019. Mr. Liu worked in Industrial and Commercial Bank of China (ICBC) for many years, and successively served as Deputy General Manager of Shandong Branch of ICBC, Vice Chairman, Executive Director, General Manager of ICBC (Europe) and General Manager of ICBC Frankfurt Branch, General Manager of the Investment Banking Department of the Head Office, General Manager of Jiangsu Branch of ICBC. Mr. Liu graduated from Shandong University in 1993, and obtained his Master's degree in Arts. He holds the title of Senior Economist.

Save as disclosed above, Mr. Liu Jin does not hold any position with the Bank or any of its subsidiaries.

The Bank's Executive Directors don't receive any director's remuneration from the Bank or any of its subsidiaries. Instead, they are remunerated based on their management positions with the Bank, mainly including salaries, bonuses, employer's contribution to compulsory insurances, housing allowances, and so on. The remuneration of Executive Directors will be determined according to relevant policies of the state. The Bank's Personnel and Remuneration Committee will review the remuneration allocation plan for each year, raise recommendations to the Board of Directors and submit them to the Shareholders' Meeting for review and approval.

As far as the directors of the Bank are aware and save as disclosed above, Mr. Liu Jin does 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 dose he has any relationship with any director, senior management or substantial or controlling shareholder of the Bank. As at the date of this Proposal, Mr. Liu Jin does not have any interests in the shares of the Bank or its associated companies according to 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. Liu Jin 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. Liu Jin has not been penalized by the China Securities Regulatory Commission or other relevant departments or stock exchanges.

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ATTACHMENT E	ELECTION OF MR. LIN JINGZHEN TO BE
	RE-APPOINTED AS EXECUTIVE DIRECTOR OF THE BANK

Election of Mr. Lin Jingzhen to be re-appointed as Executive Director of the Bank

The term of office of Mr. Lin Jingzhen as Executive Director of the Bank is to expire on the date of the Annual General Meeting of the Bank to be held in 2021. According to the Articles of Association of the Bank, directors shall be elected by the Shareholders' Meeting and serve a term of office of three years. A director may serve consecutive terms if re-elected upon the expiration of his/her term.

During his term of office, Mr. Lin Jingzhen participated in the decision-making on material matters submitted to the Board of Directors and the special committees according to the laws and regulations governing the Bank and the relevant provisions in the Articles of Association of the Bank. He has performed responsibilities assigned of directors in a faithful, diligent, professional and efficient manner.

Upon Mr. Lin's consent and the consideration and approval of the Board of Directors of the Bank, it is proposed by the Board of Directors that Mr. Lin Jingzhen be elected for re-appointment as Executive Director of the Bank. Term of office of his reappointment will be three years, which commence from the date of approval by the Bank's Annual General Meeting to be held in 2021 and end on the date of the Bank's Annual General Meeting to be held in 2024.

The biographic details of Mr. Lin Jingzhen are as follows:

Mr. Lin Jingzhen, Executive Director of the Bank since February 2019 and Executive Vice President of the Bank since March 2018. Mr. LIN joined the Bank in 1987. He served as Deputy Chief Executive of BOC Hong Kong (Holdings) Limited from May 2015 to January 2018, as General Manager of the Corporate Banking Department of the Bank from March 2014 to May 2015, and as General Manager (Corporate Banking) of the Corporate Banking Unit of the Bank from October 2010 to March 2014. Prior to this, he successively served as Deputy General Manager of Corporate Banking Department and Corporate Banking Unit of the Bank. Mr. LIN served as Chairman of BOC International Holdings Limited from April 2018 to December 2020. He has been serving as Chairman of BOC International (China) Co., Ltd. since May 2018, and Non-executive Director of BOC Hong Kong (Holdings) Limited since August 2018. He graduated from Xiamen University in 1987, and obtained a Master of Business Administration Degree from Xiamen University in 2000.

Save as disclosed above, Mr. Lin Jingzhen does not hold any position with the Bank or any of its subsidiaries.

Executive Directors of the Bank don't receive any director's remuneration from the Bank or any of its subsidiaries, but receive corresponding remuneration in accordance with their management positions in the Bank, including salaries, bonuses, employer's contribution to compulsory insurances and housing allowances. The remuneration of Executive Directors is determined with reference to relevant government regulations. The Bank's Personnel and Remuneration Committee is responsible for determining the annual remuneration allocation scheme, which will be recommended to the Board of Directors, and submitted to the Shareholders' Meeting for approval.

As far as the directors of the Bank are aware and save as disclosed above, Mr. Lin Jingzhen does not hold any directorship position in other public companies, the securities of which are listed on any securities markets in Chinese mainland, Hong Kong (China) or overseas in the last three years, nor does he have any other relationship with any director, senior management member, or substantial or controlling shareholder of the Bank. As of the date of this proposal, Mr. Lin Jingzhen does 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 re-appointment of Mr. Lin Jingzhen 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. Lin Jingzhen has not been penalized by the China Securities Regulatory Commission or other relevant departments or stock exchanges.

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ATTACHMENT F	ELECTION OF MR. JIANG GUOHUA TO BE
	RE-APPOINTED AS INDEPENDENT
	NON-EXECUTIVE DIRECTOR OF THE BANK

Election of Mr. Jiang Guohua

to be re-appointed as Independent Non-executive Director of the Bank

The term of office of Mr. Jiang Guohua as the Independent Non-Executive Director of the Bank will expire on the date when the Annual General Meeting of the Bank is convened in 2021. According to the Articles of Association of the Bank, directors shall be elected by the Shareholders' Meeting and serve a term of office of three years. A director may serve consecutive terms if re-elected upon the expiration of his/her term.

Mr. Jiang Guohua, during his term of office, participated in the decision-making process of material matters submitted to the Board of Directors and its special committees, and performed duties assigned to directors in a faithful, diligent, professional and efficient manner as per the applicable laws and regulations and the Articles of Association of the Bank.

Pursuant to the Policy on Membership Diversity of the Board of Directors of Bank of China Limited and given the work needs of the Board of Directors, it is proposed that the Shareholders' Meeting re-elect Mr. Jiang Guohua as the Independent Non- Executive Director of the Bank. The proposal has obtained the consent of Mr. Jiang Guohua and been reviewed and approved by the Board of Directors of the Bank. Another term of office of Mr. Jiang Guohua as the Independent Non-Executive Director of the Bank will last three years and start from the day when the Annual General Meeting of the Bank is convened in 2021.

The biographic details of Mr. Jiang Guohua are as follows:

Mr. Jiang Guohua, Independent Director of the Bank since December 2018. Mr. JIANG serves as Professor of Accounting at the Guanghua School of Management, Peking University. Currently he also serves as a member of China National MPAcc Education Steering Committee and Associate Dean of Peking University Graduate School. Mr. JIANG has successively served as Assistant Professor, Associate Professor and Professor of the Accounting Department of Guanghua School of Management, Peking University since 2002, during which he successively served as Director of the Yenching Academy, Executive Associate Dean and Director of the Yenching Academy from 2013 to 2017. From 2007 to 2010, he was a senior investment consultant at Bosera Fund Management Company; from 2010 to 2016, he served as independent director of Datang International Power Generation Co. Ltd.; from 2011 to 2014, he was an academic advisor to the Global Valuation Institute of KPMG International; and from 2014 to 2015, he was a member of the Global Agenda Council of the World Economic Forum. Currently he also serves as independent director of ZRF Fund Management Company Ltd. and China Merchants Life Insurance Company Ltd. Mr. JIANG was named National Leading Talent in Accounting by China Ministry of Finance (2012). He was an Elsevier Chinese Most Cited Researcher consecutively from 2014 to 2017. He was a member of the 17th Stock Issuance Review Committee of China Securities Regulatory Commission. Mr. JIANG graduated from Peking University in 1995 with a Bachelor's Degree in Economics, received his Master's Degree in Accounting from Hong Kong University of Science and Technology in 1997, and obtained his Doctor's Degree in Accounting from the University of California, Berkeley in 2002.

Mr. Jiang Guohua has an abundance of academic and actual work experience in accounting and financial investment. He is expected to provide the Board of Directors with a professional and scientific prospective constantly. The election of Mr. Jiang Guohua as the Independent Non-Executive Director of the Bank will facilitate the Board of Director's auditing work, a move that complies with the requirement for membership diversity of the Board of Directors.

As approved by the Shareholders' Meeting of the Bank, the pre-tax remuneration of Independent Non-Executive Directors of the Bank is set out as follows: basic remuneration is RMB200,000 per person a year. An additional duty allowance of RMB200,000 per person a 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 person a year will be paid to the chairman of any other special committee. An additional duty allowance of RMB50,000 per person a year will be paid to the 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. Actual remuneration received by the Independent Non-Executive Directors of the Bank shall be determined according to their duty performance evaluation results.

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ATTACHMENT F	ELECTION OF MR. JIANG GUOHUA TO BE
	RE-APPOINTED AS INDEPENDENT
	NON-EXECUTIVE DIRECTOR OF THE BANK

Save as disclosed above, Mr. Jiang Guohua has neither received any remuneration from the Bank, nor held any position with the Bank or any of its subsidiaries as at the date of the proposal.

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

Save as disclosed above, there is no other information in relation to the re-election of Mr. Jiang Guohua 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. Jiang Guohua has not been penalized by the China Securities Regulatory Commission (CSRC) or other relevant departments or stock exchanges.

Re-election of Mr. Jiang Guohua as the Bank's Independent Non-Executive Director is subject to the Shanghai Stock Exchange's approve. In accordance with the provisions of the Articles of Association of the Bank and given Mr. Jiang's previous experience, skill and background, knowledge, experience and independence as well as specific requirements of the Bank, the nomination has been put forth by the Board of Directors of the Bank, preliminarily reviewed by the Personnel and Remuneration Committee of the Board of Directors, and deliberated by the Board of Directors, and will be submitted to the Shareholders' Meeting for final decision. Mr. Jiang Guohua has confirmed in writing his independence with the Bank in accordance with Article 3.13 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited. The Board of Directors also holds that Mr. Jiang Guohua complies with the independence guidelines set out in Article 3.13 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited and that he is independent according to the guidelines. The original Declaration of Nominator of Independent Director and Declaration of Independent Director Candidate have been submitted to the competent regulatory authorities.

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APPENDIX II REPORT ON THE CONNECTED TRANSACTIONS FOR 2020

REPORT ON THE CONNECTED TRANSACTIONS FOR 2020

In 2020, Bank of China Limited (hereinafter referred to as "the Bank") continued implementing laws, regulations and regulatory provisions, improving connected transactions management mechanism and strengthening the management of connected parties, implemented process and refined management of connected transactions. According to the Administrative Measures for Connected Transactions between Commercial Banks and Their Insiders or Shareholders published by China Banking and Insurance Regulatory Commission (hereinafter referred to as "CBIRC Rules") and the Preparation Rules for Information Disclosure by Companies Offering Securities to the Public No. 26 - Special Provisions on Information Disclosure of Commercial Banks published by China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the report on the Bank's connected transactions in 2020 is hereby given as follows:

1. Work of the Connected Transactions Control Committee
   The Connected Transactions Control Committee held three on-site meetings and one meeting via written resolutions in 2020. At the meetings, it mainly deliberated and approved the report on the connected party list, the report on connected transactions in 2019, and the report on the CBIRC's launch of connected transaction regulation system for banking and insurance industry, among others.

During the reporting period, the Connected Transactions Control Committee paid constant attention to the transmission of the connected transaction policy and system building. Committee members put forward constructive suggestions regarding the connected party management and system building.

1. Connected Transactions Management
2. 1. Strengthened the management of connected parties and consolidated the basis of connected transactions management
      The Bank continued to implement the connected party management mechanism which was updated in real time and annually, and took a number of measures to make more efforts to connected party management in 2020. First, it optimized and improve the connected party management procedures, urged all institutions to strictly fulfill the connected party management responsibility and standardize the management of connected party declaration, publicity, review and other processes. Second, it strengthened the reminder and supervision on connected party declaration, and sent a letter of reminder to the institution where the newly appointed declaration obligor works remind the declaration obligor to carry out the connected party information declaration in time, providing more timely and effective connected party information. Third, it strengthened the publicity of connected party declaration obligor, and made videos for publicity of connected party declaration. A total of more than 10,000 people studied through the "Bank of China University" platform to acquire a better knowledge of the declaration scope and responsibility of the declaration obligor. Fourth, it intensified the review and supervision of the completeness and accuracy of connected party information to continuously improve the quality of connected party declaration information.
   2. Strengthened the daily monitoring of connected transactions and conducted the normal management well
      The Bank strictly monitored connected transactions to meet the requirements of the external laws and regulations and regulatory rules for the pricing of connected transactions, prohibition of special connected transactions, and approval and disclosure of connected transactions. First, it acted in accordance with the Administrative Measures for Connected Transactions and the Implementation Rules for the Management of Connected Transactions to identify connected transactions, conduct the single transaction monitoring and continuous monitoring over connected transactions, report and review and supplement the record of connected transactions. Second, it strengthened management on duty performance of business lines and issued the Notice on Further Regulating Management of Connected Party Transactions and Internal Transactions, requiring business lines to standardize connected transaction management, properly identify, review and approve connected transactions, strictly follow the prohibitive provisions on connected transactions, and prevent improper transfer of interests. Third, it strengthened the guidance and management of comprehensive

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APPENDIX II REPORT ON THE CONNECTED TRANSACTIONS FOR 2020

operation companies, and issued the Notice on Strengthening Management of Connected Party Transactions and Internal Transactions of Comprehensive Operation Companies, offering guidance to comprehensive operation companies on standardizing the management mechanism, connected party management and connected transaction monitoring, and effectively preventing the compliance risks of connected transactions. Fourth, it organized and carried out special training sessions on connected transaction management of the Group, interpreting regulatory policies in detail and clarifying connected transaction management requirements of the Group. The Head Office departments, domestic and overseas branches and comprehensive operation companies all sent persons to participate in the training, which further strengthened the compliance awareness of connected transactions of institutions at all levels.

1. Strengthened internal supervision and management to strictly control compliance risk of connected transactions
   First, the Bank conducted compliance review of connected transactions, involving the management of new businesses and comprehensive operation companies to ensure the compliance of connected transactions of the Group. Second, the Bank established a routine inspection system, conducting the inspection with the connected transaction monitoring system, which included but was not limited to inspection on the prohibition, inspection on the integrity, and inspection on the price. Third, the Bank implemented the CBIRC's Notice on Continuing to Properly Review Chaos in the Special Remediation of Equity and Connected Transactions of Banking and Insurance Institutions, conducted a comprehensive inspection of the Bank's management of connected transactions. The self-inspection result was good overall and no improper transfer of interests by connected transactions was identified. Fourth, on the basis of off-site monitoring, it carried out on-site inspections on connected transactions of some comprehensive operation companies and offered guidance to relevant institutions on their remediation efforts. Fifth, it started the optimization of connected transaction monitoring system. By combining the CBIRC's regulatory system for connected transactions of banking and insurance industry and the requirements for completing G15 Statement of Transactions with the Top Ten Connected Parties, it perfected transaction collection logic, and optimized query statistics and other functions.
2. Strictly performed the obligation of connected transaction disclosure and protected shareholders' right to know
   The Bank strictly observed rules of regulatory authorities for the disclosure of connected transactions. Connected transactions were disclosed through interim and annual reports, including major connected transactions and transactions with connected natural persons. Special reports on connected transactions were submitted to the Shareholders' Meeting to report Committee operations, connected transactions management and connected transactions in the year. By fulfilling the above disclosure obligations, the Bank protected the shareholders' right to know the connected transactions and their management and safeguarded the interests of shareholders.
   To conclude, the Bank's connected transactions management mechanism delivered stable performance in 2020, which provided reasonable assurance for the interests of all the shareholders and the Bank's overall interests as well.

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APPENDIX II REPORT ON THE CONNECTED TRANSACTIONS FOR 2020

1. Connected Transactions
2. 1. Connected parties
      By December 31, 2020, the Bank had 7,923 connected parties including 7,449 connected natural persons, accounting for 94.02 % of all the connected parties; the Bank had 474 connected legal persons or other organizations, accounting for 5.98% of all the connected parties. Specifically, the Bank had 7,481 connected parties under CBIRC Rules, 289 connected parties under the Rules Governing the Listing of Stocks on Shanghai Stock Exchange (hereinafter referred to as "Listing Rules of Shanghai Stock Exchange") and 676 connected parties under the Hong Kong Listing Rules. The details are as follows:

Regulatory rules	Number of connected natural	Number of connected legal persons	Total number of
persons	or other organizations	connected parties
CBIRC rules	7,294	187	7,481
SSE rules	255	34	289
SEHK rules	393	283	676
All regulatory rules	7,449	474	7,923

Note: As several rules are applicable to some connected parties at the same time, it is possible that the same connected party is counted repeatedly.

In respect of connected natural persons, the number of connected natural persons identified on December 31, 2020 was 7,449, a net increase of 1,732 compared with the end of 2019. The main reason is that the Bank strengthened its connected party management, and the quality of connected party declaration was significantly improved in 2020.

With regard to connected legal persons, the number of connected legal persons identified on December 31, 2020 was 474, a net increase of 118 compared with the end of 2019, mainly including companies controlled by relatives of senior executives of branches/subsidiaries.

1. Connected transactions
   In 2020, the Bank's connected transactions were determined according to the general business principle and conducted under the conditions not favorable to transactions of similar type of non-connected parties, and the terms and conditions of the transactions were fair and reasonable and ensured the interests of all the shareholders and the Bank's overall interests as well. All the connected transactions of the Bank that occurred in 2020 under the standards of the CBIRC, SSE and SEHK were conducted with connected natural persons or connected enterprises of natural persons. The Bank conducted no connected transactions that needed to be submitted to the Board of Directors and Shareholders' Meeting for deliberation or to be disclosed.
   1 Connected transactions under CBIRC Rules
   In 2020, the Bank had no significant connected transactions, and mainly conducted routine business such as credit granting, loans and credit card overdrafts with its connected parties.
   The Bank strictly implemented CBIRC's requirements for prohibiting providing unsecured loans to connected parties, prohibiting providing guarantee for the financing of connected parties and prohibiting accepting its own equity as pledge to provide loans. According to the daily monitoring, the balance of the Bank's loans to single connected party and all connected parties did not exceed the upper limit of credit connected transaction exposures of CBIRC.

- 30 -

APPENDIX II REPORT ON THE CONNECTED TRANSACTIONS FOR 2020

As at December 31, 2020, the net balance of the Bank's loans to connected parties was RMB370,063,000, accounting for 0.0151% of its net capital. Net credit facility to the largest connected party was RMB17,021,200, accounting for 0.0007% of the net capital of the Bank. The Bank's loans to connected parties were priced with reference to the market price of a third party and all the loans were classified by risk as Pass loans.

1. Connected transactions under the Listing Rules of Shanghai Stock Exchange
   In 2020, the Bank had no connected transactions that shall be disclosed timely and submitted to the Board of Directors and the Shareholders' Meeting for review. In respect of transactions with connected natural persons, the Bank carried out transactions with the Head Office's directors, supervisors and senior management members and their relatives, and the transactions were mostly deposits, wealth management and loans. As at December 31, 2020, the balance of the Bank's loans to connected natural persons was RMB20,354,600. In respect of transactions with connected legal persons, the Bank carried out transactions with the companies where the Bank's independent directors work as independent directors, and the transactions were mostly deposits, treasury businesses and bond trading.
2. Connected transactions under Hong Kong Listing Rules

In 2020, the Bank has engaged in a number of connected transactions with its connected persons in the ordinary and usual course of its business. Such transactions are exempted from the reporting, annual review, announcement and independent shareholders' approval requirements according to the Hong Kong Listing Rules. In respect of transactions with connected natural persons, the Bank carried out transactions with the connected parties on the affiliate level and the transactions were mostly deposits, wealth management and credit cards. In respect of transactions with connected legal persons, the Bank carried out transactions with the companies controlled by directors of the affiliates and the transactions were mostly deposits, wealth management and loans.

It is hereby reported.

Board of Directors of Bank of China Limited

- 31 -

APPENDIX III DUTY REPORT OF INDEPENDENT DIRECTORS FOR 2020

DUTY REPORT OF INDEPENDENT DIRECTORS FOR 2020

In strict accordance with domestic and overseas laws, regulations, normative documents, the internal management rules of Bank of China (the "Bank" or "BOC") and relevant requirements, the Bank's independent directors implemented the internal requirements of sound corporate governance on independent directors, performed duties prudently, earnestly, diligently and faithfully, attended the meetings of the Board of Directors and its special committees, and independently expressed opinions and made decisions in 2020. They played an active role in safeguarding the legitimate rights and interests of the Bank and its shareholders, including minority shareholders. They advanced the implementation of the development strategy of the Bank and made positive contributions to the growth of the Bank. The duty report of independent directors in 2020 is presented as follows:

1. Basic Information on Independent Directors
   The Board of Directors maintained a reasonable and diversified structure. As at the end of March, 2021, the Board of Directors comprises 14 members. Specifically, there are three executive directors, five non-executive directors and six independent directors. The proportion of independent directors exceeds one-third of the total number of directors, complying with the quorum requirement specified in the Articles of Association and relevant regulatory requirements. The independent directors serve as Chairmen of the Corporate Culture and Consumer Protection Committee, the Audit Committee, Risk Policy Committee, Personnel and Remuneration Committee and Connected Transactions Control Committee, respectively.
   In 2020, the composition of independent directors of the Bank has changed: Ms. CHEN Chunhua began to serve as Independent Director of the Bank, member of the Strategic Development Committee, Chairman and member of the Corporate Culture and Consumer Protection Committee, and member of Personnel and Remuneration Committee of the Board of Directors as of July 20, 2020. Mr. CHUI Sai Peng Jose began to serve as Independent Director of the Bank, member of the Corporate Culture and Consumer Protection Committee, member of the Audit Committee, Chairman and member of the Personnel and Remuneration Committee, and member of the Connected Transactions Control Committee of the Board of Directors as of September 11, 2020.
   The Bank's current independent directors are Mr. WANG Changyun, Ms. Angela CHAO, Mr. JIANG Guohua, Mr. Martin Cheung Kong LIAO, Ms. CHEN Chunhua, and Mr. CHUI Sai Peng Jose. Their working experiences and positions in other institutions are as follows:
   Mr. WANG Changyun has been Independent Director of the Bank since August 2016. Mr. WANG currently serves as professor and doctoral supervisor in finance at Renmin University of China ("RUC"), and the dean of Hanqing Advanced Institute of Economics and Finance, RUC. He served as a lecturer at RUC from 1989 to 1995 and as a lecturer at Business School, National University of Singapore from 1999 to 2005. He served successively as the Chair of Applied Finance Department of RUC, Director of China Financial Policy Research Center (a key research base of Ministry of Education) and Executive Vice Dean of Hanqing Advanced Institute of Economics and Finance at RUC from 2006 to 2016. Mr. WANG is currently also the Vice Chairman of China Investment Specialty Construction Association, Director of China Finance Annual Meeting Committee, Director of China Finance Association, Deputy Editor of Finance Research Quarterly, Deputy Editor of China Finance Research, and Deputy Editor of China Financial Review. He also serves as the standing committee member of Beijing Haidian District People's Political Consultative Conference, the Central Committee member of China Democratic League, the special auditor of State Auditing Administration, the independent non-executive director of Sunway Co., Ltd. (originally named as Sichuan Star Cable Co., Ltd.) and Beijing Haohua Energy Resource Co., Ltd. Mr. WANG has received social recognition and prizes including the Special Government Allowance of State Council, Best Paper Award of Chicago Board of Trade in 2001, and the "Middle Age Experts with National Outstanding Contribution", membership of "the Program for New Century Excellent Talents" of Ministry of Education in 2004, "Financial Support of National Science Fund for Distinguished Young Scholars" in 2007, a member of the "New Century National Hundred, Thousand and Ten Thousand Talent Program" in 2013, and the "Cheung Kong Distinguished Professor" of Ministry of Education in 2014. He obtained his Master degree in economics from RUC in July 1989 and Doctorate in Financial Economics from the University of London in January 1999.

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APPENDIX III DUTY REPORT OF INDEPENDENT DIRECTORS FOR 2020

Ms. Angela CHAO has been Independent Director of the Bank since January 2017. Ms. CHAO serves as Chair and CEO of Foremost Group, an international shipping company. From 1994 to 1996, Ms. CHAO worked in the mergers & acquisitions department of Smith Barney, which is now Morgan Stanley Smith Barney. From 1996 to 1999, Ms. CHAO served as deputy general manager of Foremost Group, and from 2001 to 2017, Ms. CHAO had successively served as Vice President, Senior Vice President and Deputy Chairman of Foremost Group. Since 2018, she has served as Chairman and CEO of Foremost Group. In May 2005, Ms. CHAO was unanimously voted to be BIMCO39's (The Baltic and International Maritime Council 39) Counsellor. In September 2005, she was selected as "Eminent Young Overseas Chinese" by the Overseas Chinese Affairs Office of the State Council of China. In November 2007, she was invited as speaker of World Shipping (China) Summit. In April 2011, she became a Founding Member of the Wall Street Journal's Task Force on Women in the Economy. Ms. CHAO currently serves on the Boards of The Metropolitan Opera, the UK P&I Marine Insurance Mutual, Foremost Foundation, Shanghai Mulan Education Foundation, and she also serves on the Harvard Business School's Board of Dean's Advisors, Carnegie-Tsinghua Center for Global Policy Board of Advisors, the Chairman's Council of the Metropolitan Museum of Art and American Bureau of Shipping Council. In addition, she is also a member of the Council on Foreign Relations, serves on the Young Leaders Forum of the National Committee on US-China Relations and serves as the member of Shanghai Jiao Tong University's Antai College of Economics and Management Advisory Board, and honorary chairperson of the Jiao Tong University Alumni Association in America. Ms. CHAO graduated from Harvard College in three years in 1994 with a Bachelor's Degree in Economics (Magna Cum Laude), and received her Master of Business Administration Degree from Harvard Business School in 2001.

Mr. JIANG Guohua has been Independent Director of the Bank since December 2018. Mr. JIANG serves as Professor of Accounting at the Guanghua School of Management, Peking University. Currently he also serves as a member of China National MPAcc Education Steering Committee and Associate Dean of Peking University Graduate School. Mr. Jiang has successively served as Assistant Professor, Associate Professor and Professor of the Accounting Department of Guanghua School of Management, Peking University since 2002, during which he successively served as Director of the Yenching Academy, Executive Associate Dean and Director of the Yenching Academy from 2013 to 2017. From 2007 to 2010, he was a senior investment consultant at Bosera Fund Management Company; from 2010 to 2016, he served as independent director of Datang International Power Generation Co. Ltd.; from 2011 to 2014, he was an academic advisor to the Global Valuation Institute of KPMG International; and from 2014 to 2015, he was a member of the Global Agenda Council of the World Economic Forum. Currently he also serves as independent director of ZRF Fund Management Company Ltd. and China Merchants Life Insurance Company Ltd.. Mr. Jiang was named National Leading Talent in Accounting by China Ministry of Finance (2012). He was an Elsevier Chinese Most Cited Researcher consecutively from 2014 to 2017. He was a member of the 17th Stock Issuance Review Committee of China Securities Regulatory Commission. Mr. Jiang graduated from Peking University in 1995 with a Bachelor's degree in Economics, received his Master's degree in Accounting from Hong Kong University of Science and Technology in 1997, and obtained his Doctor's degree in Accounting from the University of California, Berkeley in 2002.

Mr. Martin Cheung Kong LIAO has been Independent Director of the Bank since September 2019. Mr. LIAO was called to the Bar in England and Wales in 1984 and was called to the Bar in Hong Kong in 1985 and is a practicing barrister in Hong Kong. He has been serving as a Member of the Legislative Council of the Hong Kong Special Administrative Region since 2012. Mr. LIAO has also been serving as a Steward of the Hong Kong Jockey Club since April 2013, an Independent Non-executive Director of Hang Lung Group Limited since November 2014, and Chairman of the Advisory Committee on Corruption of the Independent Commission Against Corruption since January 2019. Mr. LIAO has been appointed as a Non-Official Member of the Executive Council of the Hong Kong Special Administrative Region since November 2016. He was appointed as Justice of the Peace in 2004, was awarded the Silver Bauhinia Star in 2014 and was awarded the Gold Bauhinia Star in 2019. He is elected as Deputy of the Hong Kong Special Administrative Region to the 11th, 12th and 13th National People's Congress of the People's Republic of China. Mr. LIAO previously served as Chairman of the Anti-Money Laundering and Counter Terrorist Financing Review Tribunal and Chairman of The Hong Kong Council for Accreditation of Academic and Vocational Qualifications. He graduated from University College London with a Bachelor of Economic Science (Hons) Degree in 1982 and a Master of Laws Degree in 1985.

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APPENDIX III DUTY REPORT OF INDEPENDENT DIRECTORS FOR 2020

Ms. Chen Chunhua has been Independent Director of the Bank since July 2020. Ms. CHEN is currently professor of the National School of Development at Peking University, Dean of BiMBA Business School of the National School of Development at Peking University and Professor of the Business Administration School at South China University of Technology. She is also a visiting professor of the School of Business at National University of Singapore. From 2000 to 2003, she was Vice Dean of the College 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 the School of Economics and Commerce at South China University of Technology. From 2006 to 2016, she served as an expert on the decision-making consultation for the Guangzhou Municipal Government. Ms. CHEN has served as a non-executive director of SPT Energy Group Inc. (HK01251) (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., a director of the Yunnan Baiyao Holding Ltd. and a non-executive director of Vtron Group Co., Ltd. (002308). 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 the Nanjing University Business School in 2005.

Mr. CHUI Sai Peng Jose has been Independent Director of the Bank since September 2020. Mr. Chui Sai Peng Jose 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.

As stipulated in relevant domestic regulatory requirements and Rule 3.13 of the Hong Kong Listing Rules, the Bank has received the annual confirmation in writing from each independent director with regard to his independence. Based on these confirmations and relevant information in possession of the Board of Directors, the Bank confirms their independence.

- 34 -

APPENDIX III DUTY REPORT OF INDEPENDENT DIRECTORS FOR 2020

1. Overview of Annual Duty Performance by Independent Directors
   i Attendance of the Shareholders' Meeting, Meetings of the Board of Directors and Special Committees

In 2020, the Bank held one annual general meeting, which reviewed and approved 14 proposals and heard three reports; the Bank held 8 on-site meetings of the Board of Directors, which reviewed and approved 64 proposals including 9 proposals reviewed and approved via written resolutions, heard 23 reports and reviewed 32 documents for filling; the Bank held 38 meetings of special committees of the Board of Directors. Independent Directors' attendance of the shareholders' meeting, meetings of the Board of Directors and special committees is as follows:

Number of meetings attended in person/Number of meetings convened during term of office

Meetings of the Special Committees of the Board of Directors

Corporate

Culture and

Connected

Meetings of

Strategic

Consumer

Personnel and

Transactions

Shareholders'

the Board of

Development

Protection

Audit

Risk Policy

Remuneration

Control

Directors

Meetings

Directors

Committee

Committee

Committee

Committee

Committee

Committee

WANG Changyun

1/1

17/17

9/9

-

6/6

8/8

7/7

-

Angela CHAO

1/1

13/17

-

-

1/6

3/8

-

1/4

JIANG Guohua

1/1

16/17

8/9

3/4

6/6

-

7/7

4/4

Martin Cheung Kong LIAO

1/1

16/17

9/9

-

4/6

-

7/7

4/4

CHEN Chunhua

0/0

7/7

4/4

3/3

-

-

2/3

-

CHUI Sai Peng Jose

0/0

5/6

-

2/2

1/1

-

1/2

2/2

Notes: Directors who did not attend the meetings of the Board of Directors and its special committees have authorised other directors to attend and vote at the meetings as their proxy.

1. Operation of the Board of Directors and special committees
2. 1. Operation of the Board of Directors
      In 2020, the Bank's independent directors attended meetings of the Board of Directors, reviewed proposals, participated in discussions and offered their professional opinions independently, objectively and diligently, in accordance with the Articles of Association, the Procedural Rules for Board of Directors of Bank of China Limited and the Work Rules of Independent Directors of Bank of China Limited. In 2020, the Bank convened 17 meetings of the Board of Directors on the spot or via written resolutions. At these meetings, it reviewed and approved the Bank's periodic reports, nomination of director candidates, appointment of senior managers, issuance of bonds, distribution of dividends and other proposals; heard 23 reports including the report on the fight against the COVID-19 pandemic, the report on the implementation of the strategy, the report on the regulatory situation and the report on the rectification, the report on the country's risk management work, and the report on the development of green finance.
   2. Operation of the Strategic Development Committee
      The Strategic Development Committee convened 5 meetings on the spot in 2020 and 4 meetings via written resolutions. It mainly reviewed and approved the 2020 business plan and financial budget, the 2019 profit distribution plan, the issuance of write-down undated capital bonds, the issuance of qualified write-downtier-2 capital instruments, the dividend distribution plan of overseas preference shares, the 2020 inclusive financial business operation plan, the development plan for strengthening the service of private enterprises, and the issues related to epidemic prevention and control donations.
      In response to changes in international and domestic economic and financial situations, the Strategic Development Committee stepped up its research and analysis of opportunities and challenges, and put forward many important comments and recommendations regarding the Bank's strategy implementation, accelerating business transformation and development, and improving the quality and efficiency of serving the real economy, thus providing strong support to the scientific decision-making of the Board of Directors.

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APPENDIX III DUTY REPORT OF INDEPENDENT DIRECTORS FOR 2020

1. Operation of the Corporate Culture and Consumer Protection Committee
   The Corporate Culture and Consumer Protection Committee convened 4 meetings on the spot in 2020. It reviewed and approved the Bank of China 2019 Corporate Social Responsibility Report and the Consumer Rights Protection Work Report for the First Half of 2020, and heard the Bank of China Corporate Culture Construction Report and Bank of China Corporate Culture Comprehensive Diagnostic Report. Combining with the formulation of the Bank's "14th Five-Year Plan", and referring to the practices of advanced domestic and foreign companies and peers, and on the basis of extensively hearing the opinions and suggestions of experts and employees from inside and outside the Bank, put forward suggestions on the Bank's corporate culture concept system.
2. Operation of the Audit Committee
   The Audit Committee convened 6 meetings on the spot in 2020. It mainly reviewed and approved the 2020 work plan, financial budget for internal audit, and plan adjustment proposals, reviewed the Bank's 2019 financial report, 2020 interim financial report and financial reports for the first and third quarters of 2020, the internal control work report for 2019 and the first half of 2020, the 2019 internal control assessment report, the audit results on internal control and management proposal, and the proposal on overall appointment plan and appointment of external auditors and audit fees for 2021. Moreover, it heard the report on the Senior Management response to Ernst & Young's management proposal for 2019, reports on internal audit in 2019 and the first half of 2020, the report on three-year plan for IT application in audit and implementation progress, the 2019 report on the overseas supervision information, the report on progress in internal control audit of Ernst & Young in 2019, updates on compliance with the principle of independence and self-assessment report, Price Waterhouse 2021 transitional audit plan, the report on asset quality in the first quarter of 2020, and the report on prevention and control of external infringement cases in 2019.
   Moreover, in response to changes in domestic and overseas economic trends, the Audit Committee paid close attention to developments in the Bank's progress towards improving business performance and cost-effectiveness control. The committee heard proposals related to the group risk report and asset quality report, thus assisting the Board of Directors in performing its responsibilities and duties. It also put forward many important opinions and suggestions regarding the improvement of the corporate governance mechanism, the enhancement of internal audit independence, the advancement of IT application in audit, the upgrading of credit asset quality and the improvement of internal control measures.
   According to the Working Procedures for the Annual Report of the Audit Committee of the Board of Directors of Bank of China Limited, the audit committee had a detailed understanding of the 2020 audit plan from the accounting firm before entering the venue, including the key points of the 2020 annual report audit, risk judgment and identification methods, the application of accounting standards, internal control, compliance, fraud testing, and human resources arrangements, with special reminders that the accounting firm should pay attention to reporting to the committee the differences in judgments on the same issue with the senior management and the process and results of reaching consensus during the audit process.
   Regarding the Bank's operating conditions and major financial data, the Audit Committee heard, reviewed and approved the reports of the senior management, and at the same time urged the senior management to submit financial reports to the accounting firm so that it would have sufficient time to implement the annual review. During the period, the audit committee maintained separate communication with the accounting firm, and specially arranged independent communication between independent directors and the accounting firm. The Audit Committee voted and approved the Bank's 2020 financial report at the second meeting in 2021, and submitted a resolution to the board of directors for review.

- 36 -

APPENDIX III DUTY REPORT OF INDEPENDENT DIRECTORS FOR 2020

In accordance with the Policies of Selection, Rotation and Dismissal for External Auditors of Bank of China Limited, the Bank's external auditors submitted a summary report on their work in 2020 and reported their independence compliance to the Audit Committee.

According to the Administrative Measures for the Selection and Appointment of Accounting Firms by State-owned Financial Enterprises of the Ministry of Finance, the service period of the current external auditors of the Bank is about to expire. For this reason, the Bank initiated the rotation of external auditors. After fulfilling the selection procedures required by relevant regulatory agencies, the Audit Committee recommended the appointment of PricewaterhouseCoopers Zhongtian Certified Public Accountants as the Bank's 2021 financial statement audit and internal control audit external auditor, which has been reviewed and approved by the Bank's board of directors.

5. Operation of the Risk Policy Committee

The Risk Policy Committee convened 5 meetings on the spot and 3 meetings via written resolutions in 2020. It mainly reviewed the group risk appetite statement, market risk management policy, trading account market risk limit, liquidity risk management policy, bank book interest rate risk management policy, anti-money laundering, anti-terrorist financing and sanctions compliance policy, securities investment policy, capital adequacy ratio report, and internal capital adequacy assessment report. The committee also regularly reviewed the Group risk reports.

Moreover, the committee paid close attention to critical risk issues, in response to changes in overseas and domestic economic and financial conditions, adjustments of the government's macro policies and overall overseas and domestic regulations. The committee expressed important opinions and recommendations regarding the improvement of the Bank's risk governance mechanism and the effective prevention and control of risks, including credit risk, market risk, operational risk, legal and compliance risk, liquidity risk and so on.

The US Risk and Management Committee, subordinate to the Risk Policy Committee, is responsible for overseeing and managing all risks arising from the Bank's business in the United States, and at the same time performing the duties of the Board of Directors of the New York Branch of the Bank and its professional committees.

The US Risk and Management Committee currently consists of 4 members, all of whom are members of the Risk Policy Committee, including non-executive directors Mr. ZHAO Jie and Ms. XIAO Lihong, and independent directors Mr. WANG Changyun and Ms. Angela CHAO. Ms. Angela CHAO, Independent Director, serves as the chairman of the US Risk and Management Committee.

The US Risk and Management Committee held 7 meetings by written resolutions in 2020, at which it regularly reviewed the reports of each institution in the US on risk management and operating status and the latest regulatory developments in the US, and approved the relevant framework documents and important policies and rules of institutions in the US and New York Branch pursuant to regulatory requirements.

The US Risk and Management Committee put forward opinions and recommendations on how to strengthen risk prevention and meet compliance requirements, in consideration of the regulatory developments in the US, market changes and the business development strategies of BOC institutions in the US.

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APPENDIX III DUTY REPORT OF INDEPENDENT DIRECTORS FOR 2020

1. Operation of the Personnel and Remuneration Committee
   The Personnel and Remuneration Committee held 4 meetings on the spot and 3 meetings via written resolutions in 2020. At these meetings, the committee mainly approved proposals on the performance evaluation results and remuneration distribution plan for the Chairman, Executive Directors and other senior management members for 2019, and the performance evaluation measures and the 2020 implementation plan for performance evaluation of the Chairman, the President, and other senior management members, the proposal on nominating Mr. ZHAO Jie, Ms. XIAO Lihong and Ms. WANG Xiaoya to be re-appointed as Non-executive Directors of the Bank, the proposals on nominating Mr. CHEN Jianbo as Non-executive Director of the Bank, the proposal on nominating Mr. WANG Wei as a candidate for Executive Director of the Bank, the proposal on Mr. WANG Wei taking office in Special Committees of the Board of Directors, the proposal on Mr. CHEN Jianbo taking office in Special Committees of the Board of Directors, the proposal on appointing Ms. ZHAO Rong as Chief of Business Management of the Bank, and the proposal on appointing Mr. CHEN Huaiyu as Chief Overseas Business Officer of the Bank.
   According to the Articles of Association of the Bank, shareholders holding or jointly holding more than three percent of the total number of the Bank's issued and outstanding voting shares may nominate candidates for election as directors to Shareholders' Meetings by written proposal, provided that the number of nominations shall be in accordance with the provisions of the Bank's Articles of Association (the Bank's Articles of Association stipulate that the Board of Directors shall consist of five to seventeen directors) and shall not exceed the number to be elected. The Board of Directors may propose a list of candidates for directorship within the number of persons specified in the Bank's Articles of Association and with reference to the Bank's diversity policy in accordance with the number of persons to be elected; the qualifications and conditions of the candidates for directorship shall be initially reviewed by the Personnel and Remuneration Committee of the Board of Directors, and qualified candidates shall be submitted to the Board of Directors for consideration. After the Board of Directors has reviewed and passed a resolution to determine the candidates for directorship, a written proposal shall be submitted to Shareholders' Meetings. In case of temporary addition of directors, the Board of Directors shall propose to Shareholders' Meetings for election or replacement. During the reporting period, the Bank appointed directors of the Bank in strict compliance with the relevant provisions of the Articles of Association.
2. Operation of the Connected Transactions Control Committee
   The Connected Transactions Control Committee held 3 meetings on the spot and 1 meeting by written resolutions in 2020. These meetings mainly reviewed and approved the report on the connected party list, the report on connected transactions in 2019, the statement of connected transactions of the Bank in 2019 and other contents. During the reporting period, the Connected Transactions Control Committee paid constant attention to the transmission of connected transaction policy and the establishment of the connected transaction system, and all committee members put forward constructive suggestions regarding connected party management and connected transaction system establishment.
   In 2020, the Bank's independent directors attended meetings of the Board of Directors, reviewed proposals, participated in discussions and offered their professional opinions independently, objectively and diligently, in accordance with the Articles of Association, the Procedural Rules for Board of Directors of Bank of China Limited and the Work Rules of Independent Directors of Bank of China Limited.
   In 2020, the constructive suggestions put forward by the independent directors in various aspects such as financial technology development, corporate culture building, talent cultivation, capital replenishment, strategy execution, group risk management, globalization and integration, and profitability have been adopted and carefully implemented by the Bank.
   In 2020, the independent directors did not raise any objection to the resolution matters by the Board of Directors or Special Committees of the Bank.

- 38 -

APPENDIX III DUTY REPORT OF INDEPENDENT DIRECTORS FOR 2020

1. 1. Field survey
      In 2020, independent directors actively engaged in the Bank's affairs through field survey, and comprehensively knew the Bank's business development and branches' implementation of strategies of the Bank. Independent directors also made field surveys of branch offices within the jurisdiction of the Bank. During the surveys, they paid visits to some key clients, inspected some grass-root outlets, communicated with frontline employees to know grass-roots institutions' business operation, risk management, inclusive finance, team building, corporate culture, and so on.
   2. Training
      In 2020, the Board of Directors of the Bank focused on the continuous professional development of directors and paid attention to and actively organized training for directors. In full compliance with Code Provision A.6.5 and regulatory requirements in Mainland China, the Bank's directors actively participated in a number of special trainings on topics such as corporate value management enhancement, economic direction under the epidemic, digital currency, changes in domestic and international developments, anti-money laundering, anti-terrorist financing and sanctions compliance. The Bank provided presentations and training on topics such as overseas institutions and overseas business to the new directors of the Bank in 2020. Moreover, the Bank's directors have promoted their professional development by writing and publishing professional articles, attending seminars, meeting with domestic and overseas regulators, and conducting field trips to advanced peers and branches of the Bank.
   3. The Bank's support to the work of independent directors
      The Bank provided various services and support to independent directors in performing their duties, including assisting directors in research, training, communication meetings and interviews etc., and providing performance information and materials in a timely manner. In the performance of duties by independent directors, the Board of Directors, senior management and related staff of the Bank provided active and effective cooperation and support. In 2020, the Bank held three meetings to facilitate communications between independent directors and the management and to help independent directors know the operation and management of the Bank more comprehensively, thereby ensuring scientific and efficient decision-making of the Board of Directors. In 2020, the Bank continued to enhance information support for independent directors, and presented 12 work reports of the management and 20 circulars of the Board of Directors, providing directors in a timely manner with relevant information on the Bank's operation and management, regulatory policy, business development and other major issues that directors were concerned about. Independent directors also requested the management to provide explanations or further information on related issues in line with the Bank's operation and management conditions, to pay attention to significant events and to put forward recommendations in due course.
2. Key Issues That Concern Independent Directors
3. 1. Connected Transactions
      The Bank's independent directors attached great importance to the management of connected transactions. In the reporting period, independent directors reviewed the affirmation of connected parties of the Bank in accordance with relevant regulations and continued to pay attention to the transmission of the Bank's connected transaction policy and the establishment of the connected transaction system via the Connected Transactions Control Committee. Independent directors also put forward constructive suggestions regarding connected transaction party management and the system establishment.

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APPENDIX III DUTY REPORT OF INDEPENDENT DIRECTORS FOR 2020

1. External Guarantee and Fund Occupation
   Pursuant to the relevant provisions and requirements of CSRC, and according to the principles of justice, fairness and objectivity, the independent directors of the Bank have provided the following information regarding the Bank's external guarantee business: The external guarantee business is one of the Bank's ordinary business activities approved by the PBOC and CBIRC. It does not fall within the scope of guarantees as defined in the Circular on Regulating External Guarantee Businesses of Listed Companies. The Bank has formulated specific management measures, operational processes and approval procedures in light of the risks of the guarantee business and carried out this business accordingly. The guarantee business of the Bank is mainly the letter of guarantee. As of December 31, 2020, the outstanding amount of letters of guarantee issued by the Bank was RMB1,035.517 billion.
2. Use of Raised Funds
   All proceeds raised from initial public offerings, issuance of subordinated bonds, allotment of shares, issuance of tier 2 capital bonds, preference shares and undated capital bonds have been fully used to replenish the Bank's capital and increase the level of its capital adequacy.
3. Nomination and Remuneration of Senior Management Members
   In 2020, the Bank's Board of Directors reviewed and approved the proposals on appointing Ms. ZHAO Rong as Chief of Business Management of the Bank, and the proposal on appointing Mr. CHEN Huaiyu as Chief Overseas Business Officer of the Bank. At the same time, according to the Bank's annual performance assessment, the Board of Directors reviewed and approved the annual remuneration distribution plan for the senior management members in 2019. Independent directors of the Bank agreed on the appointment and remuneration of senior management members of the Bank and expressed their independent opinions.
4. Performance Reporting, Performance Forecast and Express on Performance
   In 2020, the Bank's independent directors earnestly reviewed related performance reports with a focus on authenticity, accuracy and completeness to ensure there were no false records, misleading statements or material omissions. The Bank disclosed related performance reports in time pursuant to the requirements of the stock exchanges in Mainland China and Hong Kong SAR of China. During the period, the Bank was not under any circumstance requiring issuance of performance forecast or express on performance.
5. Appointment or Change of External Auditors
   As approved by the Bank's 2019 Annual General Meeting, the Bank continued to engage Ernst & Young Hua Ming LLP (Special General Partnership) as the Bank's domestic auditor and external auditor for internal control audit for 2020; and continued to engage Ernst & Young LLP as the Bank's international auditor for 2020.
   As of December 31, 2020, the Group paid audit professional service fees totaling RMB237 million to Ernst & Young and its member firms for financial statement audits (including audits of overseas branches as well as financial statements of subsidiaries), including internal control audit service fees totaling RMB14 million paid to Ernst & Young Hua Ming LLP (Special General Partnership).
   Ernst & Young and its member firms did not provide any other significant non-audit services to the Bank during the year. The non-audit fees paid by the Bank to Ernst & Young and its member firms for the year amounted to RMB46.764 million.
   Ernst & Young Hua Ming LLP (Special General Partnership) and Ernst & Young have been providing audit services to the Bank for eight consecutive years. the CPAs who signed the audit report on the Bank's financial statements under Chinese accounting standards in 2020 were LIANG Chengjie and ZHANG Fan.

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APPENDIX III DUTY REPORT OF INDEPENDENT DIRECTORS FOR 2020

At the forthcoming 2020 Annual General Meeting of Shareholders, the Board of Directors of the Bank will submit to the Shareholders' Meetings for review and approval the appointment of PricewaterhouseCoopers Zhong Tian LLP (Special General Partnership) as the Bank's domestic auditor and external auditor for internal control audit in 2021 to provide relevant financial statement audit services and internal control audit services in accordance with Chinese accounting standards, and the appointment of Lowe Bingham and Matthews - PricewaterhouseCoopers as the Bank's international auditor in 2021 to provide relevant financial statement audit services in accordance with International Financial Reporting Standards.

1. Cash Dividends and Other Returns to Investors
   At the 2019 Annual General Meeting held on 30 June 2020, a final dividend on ordinary shares for 2019 of RMB1.91 per 10 shares (before tax) was approved for payment. The A-Share and H-Share dividends were distributed to the shareholders separately in July and August of 2020 in accordance with relevant regulations. The distribution plan has been accomplished and the actual distributed amount for ordinary shares was approximately RMB56.228 billion (before tax). No interim dividend on ordinary shares was paid for the period ended on 30 June 2020 by the Bank.
   The Bank did not propose any capitalization of the capital reserve to share capital in 2020. At the Board Meeting held on 13 January 2020, the dividend distribution plan for the Bank's Domestic Preference Shares (Second Tranche) was approved. The Bank distributed a total of RMB1.54 billion (before tax) of dividends on the Domestic Preference Shares (Second Tranche) on 13 March 2020, with an annual dividend rate of 5.5% (before tax). The dividend distribution plan has been accomplished.
   At the Board Meeting held on 29 April 2020, the dividend distribution plan for the Bank's Domestic Preference Shares (Third Tranche and Fourth Tranche) was approved. The Bank distributed a total of RMB3.285 billion (before tax) of dividends on the Domestic Preference Shares (Third Tranche) on 29 June 2020, with an annual dividend rate of 4.5% (before tax). The dividend distribution plan has been accomplished. The Bank distributed a total of RMB1.1745 billion (before tax) of dividends on the Domestic Preference Shares (Fourth Tranche) on 31 August 2020, with an annual dividend rate of 4.35% (before tax). The dividend distribution plan has been accomplished.
   At the Board Meeting held on 30 August 2020, the dividend distribution plan for the Bank's Domestic Preference Shares (First Tranche and Second Tranche) was approved. The Bank distributed a total of RMB1.92 billion (before tax) of dividends on the Domestic Preference Shares (First Tranche) on 23 November 2020, with an annual dividend rate of 6.0% (before tax). The Bank distributed a total of RMB1.54 billion (before tax) of dividends on the Domestic Preference Shares (Second Tranche) on 15 March 2021, with an annual dividend rate of 5.5% (before tax). The dividend distribution plan has been accomplished.
   At the Board Meeting held on 30 October 2020, the dividend distribution plan for the Bank's Offshore Preference Shares (Second Tranche) was approved. The Bank distributed the Offshore Preference Shares (Second Tranche) on 4 March, 2021. In accordance with the distributing terms of the Bank's Offshore Preference Shares (Second Tranche), the dividend of Offshore Preference Shares (Second Tranche) is payable in U.S. dollars, totalling approximately USD102 million (after tax) with an annual dividend rate of 3.60% (after tax). The dividend distribution plan has been accomplished.
   The Bank's independent directors faithfully performed their duties, expressed opinions on the above dividend distribution plans independently and performed their responsibilities effectively, so as to safeguard the interests of all investors, particularly minority investors, and protect minority shareholders' knowledge and voting rights.

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APPENDIX III DUTY REPORT OF INDEPENDENT DIRECTORS FOR 2020

1. Anti-moneyLaundering
   Independent directors attached great importance to AML. In 2020, the Bank spared no effort in AML by continuously improving governance structure and policies & procedures, increasing input of resources, optimizing monitoring system and strengthening training and assessment, so as to ensure AML management can fully match with the Group's development strategy, operation scale and business complexity.
2. Fulfillment of Commitments of the Company and Shareholders
   Central Huijin Investment Limited ("Huijin"), a controlling shareholder of the Bank, made a "non-competing commitment" when the Bank launched its IPO. As of December 31, 2020, Huijin has strictly observed and has not breach such undertaking.
3. Implementation of Information Disclosure
   In 2020, the Bank prepared and disclosed its regular and provisional reports in strict adherence to the principles of truthfulness, accuracy, completeness, timeliness and fairness. The Bank adhered to the goal of enhancing transparency and was guided by investors' needs to optimize the content of the disclosure and continuously improve the relevance and effectiveness of information disclosure. It also effectively protected investors' right to know, and ensured accurate and fair access to information through concise, clear and easy- to-understand language. It established and improved the information disclosure policy, clearly regulated the scope and standards of information disclosure, division of responsibilities, communication mechanisms, working procedures, internal monitoring measures, etc., carefully organized the compliance demonstration and disclosure of major projects, and steadily promoted proactive information disclosure in active exploration. It strengthened the mechanism of responsibility for information disclosure and the working mechanism of information officers, and further strengthened the construction of a professional team responsible for information disclosure and training compliance culture to improve the proactiveness and foresight of information disclosure management. It also strictly followed the regulatory requirements and the Bank's regulations to carry out the registration and reporting of insider information informants.
4. Execution of Risk Management and Internal Control
   The Board of Directors of the Bank considers a sound risk management system and continuously improved independence, specialty, foresight, and initiative of risk management are the basis and prerequisite of realizing the Bank's strategic goals, ensuring the sound and sustained development of banking businesses and creating greater value for shareholders.
   According to regulatory rules and internal management requirements, the Senior Management submits important risk management policies, systems and procedures to the Board of Directors and Risk Policy Committee for review and approval. The Risk Policy Committee regularly reviews the Group's overall risk status (covering major risk categories such as credit risk, market risk, operational risk, liquidity risk, legal and compliance risk and reputational risk) and upcoming work plan and puts forward corresponding work requirements.
   The Board of Directors and its Risk Policy Committee have acknowledged the full effectiveness of the existing risk management system of the Bank based on their close monitoring and quarterly evaluation of the system's effectiveness.
   The Board of Directors attached great importance to the Group's far-reaching internal control system and continued to promote its development. It regularly heard and reviewed Senior Management reports concerning the implementation of the Guidelines on Internal Control of Commercial Banks, bank-wide operational management, risk management, fraud case management and internal control system development and assessment, thus earnestly assuming its responsibility to improve and deliver a sound and effective internal control function.

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APPENDIX III DUTY REPORT OF INDEPENDENT DIRECTORS FOR 2020

The Audit Committee under the Board of Directors closely monitored the changing economic and financial environment at home and abroad, as well as the overall conditions of the Group's internal control function, including the establishment and operation of its internal control systems for both financial reporting and non- financial reporting. Moreover, the committee heard and reviewed, on a regular and ad hoc basis, internal audit reports and assessment opinions on internal control, report on the progress of internal control improvements and remediation suggested by external auditors, as well as the overall situation regarding the prevention, control and redress of fraud cases and risk events.

During the reporting period, the Bank performed a self-assessment on internal control in line with the Basic Standard for Enterprise Internal Control and its supporting guidelines. No material deficiencies were identified in the internal control systems for both the financial reporting and non-financial reporting of the Bank. Ernst & Young Hua Ming LLP (Special General Partnership), as the Bank's external auditor for internal control, audited the effectiveness of the Bank's internal controls over financial reporting and issued a standard unqualified opinion. The 2020 Internal Control Assessment Report of Bank of China Limited and the 2020 Auditor's Report on Internal Control issued by Ernst & Young Hua Ming LLP (Special General Partnership) have been published on the websites of SSE, HKEX and the Bank.

xii Other matters that the Independent Directors consider shall be improved by the listed company

The independent directors of the Bank affirmed and agreed with the Bank's implementation of development strategies and operating management, and suggested that the Board of Directors should further strengthen its focus on technology foundation, data governance and regulatory trends.

IV. Overall Assessment and Suggestions

In 2020, the Bank's independent directors diligently, duly and actively performed their duties in accordance with relevant laws, regulations, and the provisions of the Articles of Association of the Bank, effectively enhancing the scientific decision-making of the Board of Directors and its special committees and protecting the interests of the Bank and all its shareholders, including minority shareholders.

In 2021, independent directors will further strengthen their capacity of duty performance, and continue to carefully, earnestly, diligently and faithfully fulfill their duties. They will safeguard the legitimate rights and interests of the Bank and its shareholders, including minority shareholders, and make bigger contributions to the Bank.

Independent Directors of Bank of China Limited

WANG Changyun, Angela CHAO, JIANG Guohua,

Martin Cheung Kong LIAO, CHEN Chunhua, CHUI Sai Peng Jose

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APPENDIX IV	REPORT ON THE IMPLEMENTATION OF THE SCHEME
	ON THE AUTHORIZATION TO THE BOARD OF DIRECTORS GRANTED
	BY THE SHAREHOLDERS' MEETING OF BANK OF CHINA LIMITED FOR 2020

REPORT ON THE IMPLEMENTATION OF THE SCHEME ON THE AUTHORIZATION TO

THE BOARD OF DIRECTORS GRANTED BY THE SHAREHOLDERS' MEETING OF BANK OF CHINA LIMITED FOR 2020

Pursuant to Article 45 of the Scheme on the Authorization to the Board of Directors Granted by the Shareholders' Meeting of Bank of China Limited (hereinafter referred to as "the Scheme"), the report on the implementation of the Scheme in 2020 is presented as follows:

After conducting self-examination on the implementation of the Scheme, conclusion is drawn that, in 2020, the Board of Directors strictly followed the requirements in the Scheme, made scientific and prudent decisions within the authority defined in the Scheme, carefully performed its duties, and never exceeded its power of approval. The authorization to the Board of Directors granted by the Shareholders' Meeting can meet the work needs in general, and the Scheme was well implemented.

It is hereby reported.

Board of Directors of Bank of China Limited

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