THIS DOCUMENT 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 Industrial and Commercial Bank of China Limited, you should at once hand this circular together with the accompanying proxy form and the reply slip to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

Stock Code: 1398

EUR Preference Shares Stock Code: 4604

USD Preference Shares Stock Code: 4620

NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR 2020

A notice convening the AGM to be held at Industrial and Commercial Bank of China Limited, 55 Fuxingmennei Avenue, Xicheng District, Beijing, PRC on Monday, 21 June 2021 at 2:50 p.m., is set out on pages 11 to 13 of this circular.

If you intend to appoint a proxy to attend the AGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon. For holder of H Shares, the proxy form should be returned to Computershare Hong Kong Investor Services Limited by hand or by post not less than 24 hours before the time appointed for holding the AGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or at any adjourned meeting should you so wish, but 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 Computershare Hong Kong Investor Services Limited or to the Bank's Board of Directors' Office on or before Tuesday, 1 June 2021.

The Chinese and English versions of this circular and the accompanying form of proxy and reply slip are available on the Bank's website at www.icbc-ltd.com and the "HKEXnews" website of HKEX (www.hkexnews.hk). You may download or access the aforesaid documents by clicking "Investor Relations" on the homepage of the Bank's website or browsing through the "HKEXnews" website of the HKEX. If there are any inconsistencies between the Chinese version and the English version of this circular, the Chinese version shall prevail.

6 May 2021

TABLE OF CONTENTS

Page

DEFINITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

1

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

2

PROPOSAL ON THE 2020 PROFIT DISTRIBUTION PLAN . . . . . . . . . . .

4

3

PROPOSAL ON THE FIXED ASSET INVESTMENT BUDGET FOR 2021 . . . . . .

4

4

PROPOSAL ON THE ENGAGEMENT OF THE EXTERNAL AUDITORS FOR 2021 .

5

5

PROPOSAL ON THE APPLICATION FOR AUTHORIZATION LIMIT FOR

  SPECIAL DONATIONS FOR POVERTY ALLEVIATION . . . . . . . . . . .

6

6

PROPOSAL ON THE ELECTION OF MS. CHEN YIFANG AS

NON-EXECUTIVE DIRECTOR OF ICBC . . . . . . . . . . . . . . . . . .

6

7

PROPOSAL ON ISSUING ELIGIBLE TIER 2

  CAPITAL INSTRUMENTS . . . . . . . . . . . . . . . . . . . . . . . .

7

8 PROPOSAL ON THE EXTENDING THE VALIDITY PERIOD   OF THE AUTHORIZATION TO OFFSHORE ISSUANCE OF

  UNDATED CAPITAL BONDS . . . . . . . . . . . . . . . . . . . . . .

8

9

PROPOSAL ON THE MATERIALS DONATION

  FOR EPIDEMIC PREVENTION AND CONTROL IN 2020 . . . . . . . . . . .

9

10

THE AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9

11

RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . .

10

NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

11

- i -

DEFINITION

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

"A Shares"

domestic shares of RMB1.00 each in the ordinary share capital of

the Bank, which are listed on the Shanghai Stock Exchange and

traded in RMB

"AGM"

the Annual General Meeting for the Year 2020 of the Bank to be

held on 21 June 2021

"Articles"

the Articles of Association of the Bank from time to time

"Bank"

Industrial and Commercial Bank of China Limited (中國工商銀

行股份有限公司), a joint stock limited company incorporated

in the PRC, the H Shares and offshore preference shares of which

are listed on the Hong Kong Stock Exchange (H Shares Stock

Code: 1398, EUR Preference Shares Stock Code: 4604 and USD

Preference Shares Stock Code: 4620), and the A Shares and

domestic preference shares of which are listed on the Shanghai

Stock Exchange (A Shares Stock Code: 601398 and Domestic

Preference Shares Stock Codes: 360011, 360036), respectively

"Board"

the Board of Directors of the Bank

"Company Law"

the Company Law of the People's Republic of China

"Directors"

the directors of the Bank

"H Shares"

overseas listed foreign shares 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

"HKD"

Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong"

the Hong Kong Special Administrative Region of the PRC

"HKEX"

Hong Kong Exchanges and Clearing Limited

"Hong Kong Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Listing Rules"

Rules Governing the Listing of Securities on The Stock Exchange

of Hong Kong Limited

"Ordinary Shares"

A Shares and/or H Shares

"PRC"

the People's Republic of China

"RMB"

Renminbi, the lawful currency of the PRC

"Shareholders"

holders of Shares

"Shares"

Ordinary Shares and/or preference shares

- 1 -

LETTER FROM THE BOARD

Stock Code: 1398

EUR Preference Shares Stock Code: 4604

USD Preference Shares Stock Code: 4620

Executive Directors:

Registered Office:

Mr. Chen Siqing

55 Fuxingmennei Avenue

Mr. Liao Lin

Xicheng District, Beijing 100140

PRC

Non-executive Directors:

Mr. Lu Yongzhen

Place of Business in Hong Kong:

Mr. Zheng Fuqing

33/F, ICBC Tower

Mr. Feng Weidong

3 Garden Road

Ms. Cao Liqun

Central, Hong Kong

Independent non-executive Directors:

Mr. Anthony Francis Neoh

Mr. Yang Siu Shun

Mr. Shen Si

Mr. Nout Wellink

Mr. Fred Zuliu Hu

6 May 2021

To the Shareholders

Dear Sir or Madam,

NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR 2020

1 INTRODUCTION

The purpose of this circular is to provide you with information regarding certain proposals to be considered at the AGM and to set out the notice of the AGM.

- 2 -

LETTER FROM THE BOARD

At the AGM, ordinary resolutions set out in items (1) to (8) and (11), and special resolutions set out in items (9) to (10) will be considered, and if thought fit, to be passed, and the reports set out in items

(12) to (14) below will be heard:

As Ordinary Resolutions:

  1. Proposal on the 2020 Work Report of the Board of Directors of ICBC
  2. Proposal on the 2020 Work Report of the Board of Supervisors of ICBC
  3. Proposal on the 2020 Audited Accounts
  4. Proposal on the 2020 Profit Distribution Plan
  5. Proposal on the Fixed Asset Investment Budget for 2021
  6. Proposal on the Engagement of the External Auditors for 2021
  7. Proposal on the Application for Authorization Limit for Special Donations for Poverty Alleviation
  8. Proposal on the Election of Ms. Chen Yifang as Non-executive Director of ICBC

As Special Resolutions:

  1. Proposal on Issuing Eligible Tier 2 Capital Instruments
  2. Proposal on the Extending the Validity Period of the Authorization to Offshore Issuance of Undated Capital Bonds

As Ordinary Resolution:

(11) Proposal on the Materials Donation for Epidemic Prevention and Control in 2020

As Reporting Items:

  1. Report Concerning the Special Report on Related Party Transactions of ICBC in 2020
  2. Work Report of Independent Directors of ICBC for 2020
  3. Report on the Implementation of the Plan on Authorization of the Shareholders' General Meeting to the Board of Directors of ICBC in 2020

- 3 -

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

ICBC - Industrial and Commercial Bank of China Limited published this content on 06 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 May 2021 02:06:02 UTC.