Bank of China : Announcement on the Redemption In Full and Delisting of Domestic Preference Shares (Second Tranche)

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ʕ਷ვБٰ΅Ϟࠢʮ̡ BANK OF CHINA LIMITED

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

(the "Bank")

(Stock Code: 3988 and 4619 (Preference Shares))

Announcement on the Redemption In Full and Delisting of Domestic Preference Shares (Second Tranche)

The Bank made a non-public issuance of 280 million second tranche domestic preference shares (the "Domestic Preference Shares (Second Tranche)" or "Preference Shares") on 13 March 2015 in the domestic market, and Domestic Preference Shares (Second Tranche) of the Bank have been traded on the Comprehensive Business Platform of the Shanghai Stock Exchange since 31 March 2015 with the stock code of 360010 and stock name as " ʕБᎴ 2". Relevant information of the redemption of the Preference Shares is as follows:

IImplementation Procedures for Redemption of the Preference Shares

The 2013 Annual General Meeting of the Bank has considered and approved the Proposal regarding the Non-public Issuance of Domestic Preference Shares of Bank of China Limited, authorising the Board of Directors of the Bank to decide on redemption of the Preference Shares during the redemption term according to market conditions and other factors, and handling, with full authority, all the matters relating to redemption with approval of the China Banking and Insurance Regulatory Commission (the "CBIRC"). The Board of Directors of the Bank approved the Proposal on Exercising the Redemption Right of the Domestic Preference Shares (First and Second Tranche) on 30 August 2020. The Bank had received a reply letter from the CBIRC, pursuant to which, no objections were raised by the CBIRC for the Bank to redeem the Domestic Preference Shares (Second Tranche).

IIRedemption Plan of the Preference Shares

• 1. Relevant Dates

  Last trading day: 11 March 2021

  Redemption record date: 12 March 2021

  Starting date of trading suspension: 12 March 2021

  Cancellation date for redeemed Preference Shares: 15 March 2021

  Redemption payment date: 15 March 2021

  Delisting date: 15 March 2021

• 2. Redemption Size

  The Bank proposes to redeem all 280 million Domestic Preference Shares (Second Tranche) with a nominal value of RMB100 per Preference Share, totaling an aggregate redemption size of RMB28 billion.

• 3. Redemption Price

  The redemption price equals the sum of the nominal value of such Preference Shares and an amount equal to dividends declared but remained undistributed on such Preference Shares for the current dividend period.

• 4. Redemption Time

  15 March 2021, being the dividend distribution date for the Preference Shares for the year 2021.

III Warning on the Trading Suspension of the Preference Shares

For the purpose of ensuring the fair information disclosure and protecting the interest of investors, the Bank proposes to apply for the suspension of trading of the Domestic Preference Shares (Second Tranche) on 12 March 2021.

IVDelisting of The Preference Shares

The Bank has received from the Shanghai Stock Exchange recently the Notice in relation to the Termination of the Transfer Service regarding the Non-public Issuance of the Preference Shares of Bank of China Limited (Shangzhenghan [2021] No. 368), pursuant to which, the Shanghai Stock Exchange agrees to the termination of providing transfer service to the DomesticPreference Shares (Second Tranche) of the Bank following the completion of the redemption of the Domestic Preference Shares (Second Tranche). According to the Preference Shares redemption plan, the Domestic Preference Shares (Second Tranche) of the Bank will be delisted since 15 March 2021.

V Other Statements

• 1. The redemption payment of the Preference Shares will be directly paid out by the Bank on its own.

• 2. The redeemed Preference Shares will be written down directly in the securities accounts of the holders of such shares, and the number of the Domestic Preference Shares (Second Tranche) of the Bank following the redemption is 0 share.

• 3. On the date of shares being written down, if the Preference Shares held by the holders whose names appear on the register of members of the Bank on the record date are under judicial freeze or pledged, and the number of normal shares is less than the shares ought to be written down in the accounts of such holders, which results in the failure of writing down such shares, the Preference Shares held by such accounts shall no longer be involved in the Preference Shares redemption.

VIContact Information

Contact information in relation to the relevant matters of the Preference Shares redemption is as follows:

Contact department: Board Secretariat of the Bank Tel: [phone]

Address: Bank of China Building, No. 1 Fuxingmen Nei Dajie, Xicheng District, Beijing, China Postal Code: 100818

The Board of Directors of Bank of China Limited

Beijing, PRC 9 March 2021

As at the date of this announcement, 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# and Chui Sai Peng Jose#.

* Non-executive Directors # Independent Non-executive Directors