Industrial and Commercial Bank of China : Circular of the First Extraordinary General Meeting of 2021

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 THE FIRST EXTRAORDINARY GENERAL MEETING OF 2021

A notice convening the EGM to be held at Industrial and Commercial Bank of China Limited, 55 Fuxingmennei Avenue, Xicheng District, Beijing, PRC on Thursday, 29 July 2021 at 2:50 p.m., is set out on pages 6 to 7 of this circular.

If you intend to appoint a proxy to attend the EGM, 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, by post or by fax not less than 24 hours before the time appointed for holding the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM 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 EGM 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 Monday, 19 July 2021.

The Chinese and English version of the circular and the enclosed proxy form and reply slip are available on the Bank's website (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.

9 July 2021

TABLE OF CONTENTS

	Page
DEFINITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
1 INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2

2 PROPOSAL ON THE ELECTION OF MR. HUANG LIANGBO   AS SHAREHOLDER SUPERVISOR OF INDUSTRIAL AND

COMMERCIAL BANK OF CHINA LIMITED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

3 PROPOSAL ON THE ELECTION OF MR. WANG JINGWU   AS EXECUTIVE DIRECTOR OF INDUSTRIAL AND

	COMMERCIAL BANK OF CHINA LIMITED . . . . . . . . . . . . . . . .	4
4	THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

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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 share capital of ordinary
	shares of the Bank, which are listed on the Shanghai Stock
	Exchange and traded in RMB
"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 PRC
"Directors"	the directors of the Bank
"EGM"	the first extraordinary general meeting for the year 2021 of the
	Bank to be held on 29 July 2021
"H Shares"	overseas listed foreign shares of RMB1.00 each in the share
	capital of ordinary shares of the Bank, which are listed on the
	Hong Kong Stock Exchange and traded in Hong Kong dollars
"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"	The 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

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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

9 July 2021

To the Shareholders

Dear Sir or Madam,

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2021

1 INTRODUCTION

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

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LETTER FROM THE BOARD

At the EGM, the following resolutions will be considered and, if thought fit, to be passed:

As Ordinary Resolutions:

1. Proposal on the Election of Mr. Huang Liangbo as Shareholder Supervisor of Industrial and Commercial Bank of China Limited
2. Proposal on the Election of Mr. Wang Jingwu as Executive Director of Industrial and Commercial Bank of China Limited

2 PROPOSAL ON THE ELECTION OF MR. HUANG LIANGBO AS SHAREHOLDER SUPERVISOR OF INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED

According to the relevant laws and regulations and the relevant requirements of the Articles, candidates of Shareholder Supervisors shall be nominated by the Bank's Board of Supervisors or shareholders with 5% or more of the voting shares of the Bank, and elected by the General Meeting of Shareholders. On 7 July 2021, a meeting of the Board of Supervisors of the Bank was held and considered and approved the Proposal on the Nomination of Mr. Huang Liangbo as Candidate of Shareholder Supervisor of Industrial and Commercial Bank of China Limited, and resolved Mr. Huang Liangbo be nominated as candidate of Shareholder Supervisor of the Bank. It is proposed that the General Meeting of Shareholders elects Mr. Huang Liangbo as Shareholder Supervisor of the Bank, and his term of office will commence when the approval from the General Meeting of Shareholders is obtained.

The biography of Mr. Huang Liangbo is set out below: Huang Liangbo, male, Chinese nationality, was born in December 1964. Mr. Huang Liangbo worked in the People's Bank of China from August 1991 to June 2010 and successively served as the deputy chief of the human resources department, president of Nanning Central Sub-branch and chief of Guangxi Zhuang Autonomous Region Branch of State Administration of Foreign Exchange. He worked in the Export-Import Bank of China from June 2010 to November 2019, and served as the general manager of the human resources department from June 2010 to August 2015, member of the business committee from September 2011 to August 2014, assistant to president from December 2013 to February 2015 and vice president from February 2015 to November 2019. In November 2019, he served as the chairman of the board of supervisors of the People's Insurance Company (Group) of China Limited. Mr. Huang Liangbo graduated from Renmin University of China in 1991 and obtained a master's degree in Law, and is a senior economist.

Save as disclosed above, Mr. Huang Liangbo has not held directorships in any listed companies in the last three years, or positions in the Bank or the subsidiaries of the Bank, he does not have any relationship with any directors, senior management members, substantial shareholders or controlling shareholders of the Bank, and does not hold any interests in the shares of the Bank within the meaning of Part XV of the Hong Kong Securities and Futures Ordinance.

According to the Articles, the term of each supervisor is three years, and a supervisor is eligible for re-election upon expiry of his/her term. The remuneration of Shareholder Supervisor of the Bank shall follow the relevant regulations. The remuneration plan will be submitted to the General Meeting of Shareholders for consideration and approval after being considered according to relevant procedures. Details of the remuneration of the supervisors of the Bank are available in the Bank's annual reports and relevant announcements.

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