Bank of China : Announcement Regarding the Approval from CSRC on the Non-public Issuance of Offshore Preference Shares

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中 國 銀 行 股 份 有 限 公 司

BANK OF CHINA LIMITED

(a joint stock company incorporated in the People's Republic of China with limited liability)

(the "Bank")

(Stock Code: 3988)

ANNOUNCEMENT REGARDING THE APPROVAL FROM

CSRC ON THE NON-PUBLIC ISSUANCE OF

OFFSHORE PREFERENCE SHARES

The Bank recently received the Approval Regarding the Offshore Non-public Issuance of Preference Shares by Bank of China Limited (Zhengjian Approval [2020] No. 254) from the China Securities Regulatory Commission ("CSRC"), which approved the offshore issuance of no more than 200 million preference shares by the Bank, with each share having a par value of RMB100. The preference shares could be issued by the Bank in multiple tranches, and the interval between each tranche shall be no less than three months with an amount no less than 25% of the total approved amount for each tranche. The unissued amount shall lapse upon the expiry of the approval. The offshore preference shares may be listed on The Stock Exchange of Hong Kong Limited after issuance. Furthermore, the issuance of any ordinary shares arising from the compulsory conversion of the offshore preference shares upon the occurrence of any trigger event was also approved by the CSRC and any ordinary shares so issued may be listed on The Stock Exchange of Hong Kong Limited.

The Bank will deal with the relevant matters in respect of the issuance of preference shares in accordance with relevant laws and regulations, the requirements stipulated in the relevant approvals from the regulatory authorities including the CSRC, and the authorizations granted by the shareholders' meeting of the Bank.

The Board of Directors of

Bank of China Limited

Beijing, PRC

17 February 2020

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

* Non-executive Directors

# Independent Non-executive Directors