Industrial and Commercial Bank of China : Work Report of Independent Directors of ICBC for 2020

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Stock Code: 1398

EUR Preference Shares Stock Code: 4604

USD Preference Shares Stock Code: 4620

WORK REPORT OF INDEPENDENT DIRECTORS OF

ICBC FOR 2020

This announcement is issued pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Industrial and Commercial Bank of China Limited hereby set out the Work Report of Independent Directors of ICBC for 2020, the Chinese version of which has been published on the website of the Shanghai Stock Exchange simultaneously, for reference only.

The Board of Directors of

Industrial and Commercial Bank of China Limited

Beijing, PRC

26 March 2021

As at the date of this announcement, the board of directors comprises Mr. CHEN Siqing and Mr. LIAO Lin as executive directors, Mr. LU Yongzhen, Mr. ZHENG Fuqing, Mr. FENG Weidong and Ms. CAO Liqun as non-executive directors, Mr. Anthony Francis NEOH, Mr. YANG Siu Shun, Mr. SHEN Si, Mr. Nout WELLINK and Mr. Fred Zuliu HU as independent non-executive directors.

Work Report of Independent Directors of ICBC for 2020

In 2020, independent directors of Industrial and Commercial Bank of China (hereinafter referred to as the "Bank") performed their duties in a diligent manner according to the Company Law, the Securities Law, the Guiding Opinions on Establishing Independent Director Policy within Listed Companies, the Guidelines on the Corporate Governance of Commercial Banks, the Corporate Governance Code contained in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (SEHK) and other applicable laws, regulations, rules and codes, and the Articles of Association of Industrial and Commercial Bank of China (hereinafter referred to as "Articles of Association"), the Working Rules for the Independent Directors of Industrial and Commercial Bank of China and other applicable provisions. They attended meetings of the Board of Directors and special committees of the Board of Directors on time, actively performed their duties, and independently made decisions to actually safeguard the rights and interests of the Bank and all shareholders. The fulfillments of duties of independent director for 2020 are reported as follows:

I. Profile of Independent Directors

As at 31 December 2020, the Bank had five independent directors, accounting for more than 1/3 of the members of the Board of Directors, which was in compliance with the Bank's Articles of Association and applicable regulatory requirements. Independent Directors served as Chairmen of the six special committees of the Board of Directors - the Audit Committee, the Risk Management Committee, the Nomination Committee, the Compensation Committee, the Related Party Transactions Control Committee, and the US Risk Committee. Aside from the annual compensation received, independent directors of the Bank neither held any business or financial interest in the Bank and its subsidiaries, nor assumed any management post. The Bank complied with relevant regulatory requirements in terms of the independence of Independent Directors. The Bank has received the annual confirmation letters on independence from all Independent Directors, and confirmed their independence. Resumes of Independent Directors of the Bank are as follows:

Anthony Francis Neoh, Independent Director

Mr. Neoh has served as Independent Director of the Bank since April 2015. He previously served as Chief Advisor to CSRC, a member of the International Consultation Committee of CSRC, a member of the Basic Law Committee of the Hong Kong Special Administrative Region under the Standing Committee of the National People's Congress of People's Republic of China, and Chairman of the Hong Kong Securities and Futures Commission. He was Chairman of the Technical Committee of the International Organization of Securities Commissions, aNon-executive Director of Global Digital Creations Holdings Limited. He was an Independent Director of Link Management Limited, which is the Manager of Link Real Estate Investment Trust. He was also an Independent Director of China Shenhua Energy Company Limited, Bank of China Limited, China Life Insurance Company Limited and New China Life Insurance Company Ltd. Mr. Neoh currently serves as an Independent Director of CITIC Limited and Chairman of Hong Kong Independent Police Complaints Council. He graduated from the University of London with a Bachelor's degree in Law. He is Honorary Doctorate of Law of Chinese University of Hong Kong and Open University of Hong Kong and Honorary Doctorate of Social Sciences of Lingnan University. He was elected Honorary Fellow of the Hong Kong Securities Institute and Academician of the International Euro-Asian Academy of Sciences. Mr. Neoh was appointed as Senior Counsel in Hong Kong. He is a barrister of England and Wales. He was admitted to the State Bar of California.

Yang Siu Shun, Independent Director

Mr. Yang has served as Independent Director of the Bank since April 2016. He previously served as Chairman and Principal Partner of PricewaterhouseCoopers Hong Kong, Executive Chairman and Principal Partner of PricewaterhouseCoopers Chinese Mainland and Hong Kong, member of five-people leading group of global leadership committee of PricewaterhouseCoopers, Chairman of PricewaterhouseCoopers Asia-Pacific region, Director and Chairman of Audit Committee of Hang Seng Management College and Vice Chairman of the Council of the Open University of Hong Kong. Mr. Yang currently serves as a member of the 13th National Committee of the Chinese People's Political Consultative Conference, a member of the Exchange Fund Advisory Committee of Hong Kong Monetary Authority, a member of the board of directors of the Hong Kong Jockey Club and an Independent Director of Tencent Holdings Limited. Mr. Yang graduated from the London School of Economics and Political Science. He was awarded the degree of Honorary Doctor of Social Sciences by The Open University of Hong Kong. He is a Justice of the Peace in Hong Kong. Mr. Yang holds the qualification of Chartered Accountants, and is a senior member of the Institute of Chartered Accountants in England and Wales, the Hong Kong Institute of Certified Public Accountants and the Chartered Institute of Management Accountants.

Shen Si, Independent Director

Mr. Shen has served as Independent Director of the Bank since March 2017. Previously, he served as Deputy Division Chief and Division Chief of Zhejiang Branch of PBC, Deputy General Director of the Investigation and Statistics Department of the Head Office of PBC, and Deputy President of the Hangzhou Branch of Shanghai Pudong Development Bank, Board Secretary of Shanghai Pudong Development Bank and Executive Director and concurrently Board Secretary of Shanghai Pudong Development Bank. He obtained a Master's degree in Economics from Zhejiang University and an EMBA degree. He is a senior economist.

Nout Wellink, Independent Director

Mr. Wellink has served as Independent Director of the Bank since December 2018. Previously, he served as the Treasurer General in the Dutch Ministry of Finance, member of the Executive Board and the President of the Dutch Central Bank, memberof the Governing Council of the European Central Bank, member of the Group of Ten Central Bank Governors and Governor of the International Monetary Fund, member and Chairman of the Board of Directors of the Bank for International Settlements, Chairman of the Basel Committee on Banking Supervision, Independent Director of Bank of China Limited, Vice Chairman of Supervisory Board of PricewaterhouseCoopers Accountants N.V. and an Emeritus Professor at the Free University in Amsterdam. Mr. Wellink also served as member of the supervisory board of a bank, a reinsurance company and other enterprises on behalf of the Dutch authorities, Chairman of the Board of Supervisors of the Netherlands Open Air Museum, member and treasurer of the Royal Picture Gallery Mauritshuis and the Westeinde Hospital in The Hague. He was awarded a Knighthood in the Order of the Netherlands Lion in 1980 and is Commander of the Order of Orange-Nassau since 2011. He received a Master's degree in Law from Leiden University, a Doctorate degree in Economics from Erasmus University Rotterdam and an Honorary Doctorate from Tilburg University.

Fred Zuliu Hu, Independent Director

Mr. Hu has served as Independent Director of the Bank since April 2019. He previously served as a senior economist at the International Monetary Fund, Head of Research at the World Economic Forum, the chairman for Greater China and a partner at Goldman Sachs Group Inc., an independent director of Great Wall Pan Asia Holdings Limited (formerly known as SCMP Group Limited), an independent director of Hang Seng Bank Limited, the non-executive director of China Asset Management Co., Ltd., an independent director of Dalian Wanda Commercial Management Group Co., Ltd. and an independent director of Shanghai Pudong Development Bank etc. Mr. Hu currently serves in various positions such as the chairman of Primavera Capital Group, the non-executive chairman of Yum China Holdings, Inc, the independent director of Hong Kong Exchanges and Clearing Limited, the independent director of Ant Group Co., Ltd., the director of UBS Group AG, the co-chair of The Nature Conservancy's Asia Pacific Council and the director of the China Medical Board. Mr. Hu is also a member of the Global Board of Advisors for the Council on Foreign Relations, the 21st Century Council of the Berggruen Institute, the Harvard Global Advisory Council, the Harvard Kennedy School Mossavar-Rahmani Center for Business and Government, the Stanford Center for International Development, and the Jerome A. Chazen Institute of International Business at Columbia University. He concurrently serves as the co-director of the National Center for Economic Research and a professor at Tsinghua University, and he is also an adjunct professor at the Chinese University of Hong Kong and Peking University. Mr. Hu obtained a master's degree in engineering science from Tsinghua University, and a master's degree and a PhD in economics from Harvard University.

II. Duty Performance of Independent Directors for the Year

i. Attendance of general meetings

In accordance with relevant provisions of the Articles of Association, the Bank's independent directors performed their duties actively, attended shareholders' general meetings, meetings of the Board of Directors and special committees of the Board of Directors on time, gave full play to their independence and professionalism, and deliberated resolutions of the Bank's Board of Directors and the special committees of the Board of Directors.

During the reporting period, the independent directors of the Bank attended the Annual General Meeting for the Year 2019 held in Beijing on June 12, 2020. The meeting reviewed and approved 12 proposals on the work report of the Board of Directors in 2019, final account plan in 2019, and profit distribution plan in 2019, and heard three reports including the report on related party transactions in 2019, work report of independent directors for 2019, and the implementation of the plan on authorization of the Shareholders' General Meeting to the Board of Directors in 2019. On January 8, 2020, the independent directors of the Bank attended the First Extraordinary General Meeting of 2020 held in Beijing. The meeting reviewed and approved the proposal on electing Mr. Yang Guozhong as Shareholder Supervisor of the Bank. On November 26, 2020, the independent directors of the Bank attended the Second Extraordinary General Meeting of 2020 held in Beijing. The meeting reviewed and approved four proposals on the 2021-2023 capital planning, issuance of undated additional tier 1 capital bonds, payment of remuneration to directors for 2019, and payment of remuneration to supervisors for 2019.

During the reporting period, the Bank held 12 meetings of the Board of Directors, at which the Bank deliberated over 81 proposals including the annual operation plan, fixed asset investment budget, consolidated management and work plan of the Group, 2019 and 2020 Interim Risk Management Report, 2019 Risk and Capital Adequacy Assessment Report, and 2019 Corporate Social Responsibility Report, and heard 35 reports on operating results in 2019, internal audit in 2019, and summary of external audit in 2019. During the reporting period, the Bank held 45 meetings of special committees of the Board of Directors to deliberate over 78 proposals and hear 41 reports.

The details of independent directors' attendance of general meetings are as follows:

Attendances in person/Number of meetings that should be attended

Special Committees of the Board of Directors:

Corporate

DirectorShareho lders' General Meeting

Board of DirectorsStrategy CommitteeSocial Responsibility and Consumer Protection Committee

Related

Audit Committee

Risk Management Committee

Nomination Committee

CompensationParty Transactions

US

Committee

Control Committee

Risk CommitteeAnthony Francis Neoh Yang Siu Shun

3/3

12/12

8/8

-

7/7

6/6

8/8

4/4

-

4/4

3/3

11/12

-

-

7/7

6/6

8/8

-

3/3

4/4

Shen Si

Nout Wellink Fred Zuliu Hu

3/3 3/3

12/12 11/12

-

-8/8

5/5

7/7 7/7

6/6

-- -4/4 4/4

3/3 3/3

4/4

-

3/3

11/12

7/8

-

6/7

-

7/8

-

-

-

Independent Director Leaving Office

Sheila 1/1

Colleen Bair

4/4

2/2

-

-

1/1

1/3

0/1

-

1/1

Notes: (1) "Attendances in person" refers to attending meetings in person or on telephone or by video conference.

(2) Directors who did not attend the meetings of the Board of Directors and its special committees in person appointed other directors to attend the meetings and exercise the voting right on their behalf.

ii. Duty performance of Independent Directors when it was out of session

During the reporting period, in addition to attending Shareholders' General Meeting, meetings of the Board of Directors and the special committees of the Board of Directors, the Independent Directors of the Bank, through participation in symposiums and seminars, actively strengthened communication with other directors, supervisors, the senior management members and shareholders and regulators, understood the Bank's actual dissemination and implementation of strategies and deployments, and conducted in-depth survey on the Bank's strategic development plan and other major issues to put forward targeted comments and suggestions, with the concerns of the Board of directors and responsibilities of the special committees taken into account. In accordance with relevant requirements of the China Banking and Insurance Regulatory Commission (CBIRC) and the Bank, the Independent Directors regularly received assessment on their duty performance from the Board of Directors and the Board of Supervisors as well as the supervision from all shareholders and supervisors.

iii. Assistance provided by the Bank during duty performance of Independent Directors

In order to facilitate effective duty performance of the Independent Directors, the Bank guaranteed the right of information of the Independent Directors, provided required working conditions for them, and actively cooperated with them to meet their requirements. The Bank carried out a variety of services and supporting activities for Independent Directors to perform their duties, including providing assistance to the Independent Directors in their participation in discussions and relevant trainings, actively responding to their needs, and timely giving various reference and information.

III. Priorities of Independent Directors' Duty Performance for the Year

i. Related party transactions

The Independent Directors of the Bank attached importance to related party transactions management. During the reporting period, the Independent Directors deliberated on issues including identification of the related parties of the Bank, and urged that related party transactions are carried out in a legal and compliant manner following business principles.

ii. External guarantees and capital occupation

The overseas guarantee business provided by the Bank was mainly to issue letters of guarantee, and is one of the conventional banking businesses within the routine business scope of the Bank approved by relevant regulatory authorities. As at 31 December 2020, the balance of letters of guarantee issued by the Bank totaled RMB500,821 million. The Bank has attached great importance to the management ofrisks arising from such business, formulated strict rules on the credit ratings of the entities to which the guarantee was provided and on the operation process and review procedures of provision of guarantee services, and carried out relevant business on such basis.

iii. Use of raised funds

The funds raised from the Bank's fundraising activities were used for the purposes as disclosed in the prospectuses, namely, strengthening the capital base to support the ongoing growth of the Bank.

iv. Nomination and remuneration of the Senior Management members

The Shareholders' General Meeting and the Board of Directors of the Bank reviewed and approved the proposal on electing Mr. Liao Lin as Executive Director. The Board of Directors of the Bank reviewed and approved the proposals for the appointment of Ms. Xiong Yan, Mr. Song Jianhua and Mr. Wang Bairong as Chief Business Officers, Mr. Liao Lin as Chief Risk Officer, and Mr. Wang Jingwu, Mr. Zhang Wenwu and Mr. Xu Shouben as Senior Executive Vice Presidents.

The Shareholders' General Meeting, the Board of Directors and the Compensation Committee of the Bank deliberated on and approved the plan regarding the payment of remuneration to senior management members for 2019, the plan regarding the performance evaluation of senior management members for 2020, etc. and determined the remuneration policy for senior management members for implementation.

Independent directors agreed on the nomination and remuneration of senior management members of the Bank.

v. Operating Results Forecast and Preliminary Earnings Estimate

During the reporting period, the Bank needed not to issue the Operating Results Forecast nor the Preliminary Earnings Estimate.

vi. Engagement or replacement of accounting firm

During the reporting period, pursuant to relevant requirements of the annual report, independent directors made sufficient communication with the Bank's external auditors, and earnestly implemented relevant duties and responsibilities. Independent directors held that the accounting firm engaged by the Bank conducted audit work independently, objectively and fairly, performed all tasks properly, therefore agreed to engage Deloitte Touche Tohmatsu Certified Public Accountants LLP and Deloitte Touche Tohmatsu as the Bank's domestic auditor and international auditor for 2021 respectively, and decided to submit the above matters to the Shareholders' General Meeting.

vii. Cash dividends and other return of investors

The formulation and implementation of the Bank's cash dividend policy, on which Independent Directors have made comments, accords with the provisions stipulated inthe Bank's Articles of Association and the requirements provided in the resolutions of the Shareholders' General Meeting, the dividend distribution standards and proportion are clear and explicit, and the decision-making procedure and mechanism are complete. Minority shareholders can fully express their opinions and appeals to completely safeguard their legal rights.

viii. Implementation of commitments made by the Bank or its shareholders

As at 31 December 2020, all of the continuing commitments made by the shareholders were properly fulfilled.

ix. Implementation of information disclosure

During the reporting period, the Bank abode strictly by domestic and overseas regulatory provisions on information disclosure, continued to improve the Group's information transmission mechanism, performed actively its obligation to disclose information, and disclosed regular reports and temporary announcements according to laws and regulations. Independent Directors actively performed their duties in the preparation and disclosure of annual reports and had full communication and discussion with external auditors on the annual audit work.

x. Implementation of internal control

During the reporting period, the Bank continued to promote the establishment and implementation of internal control standards. The independent directors attached great importance to the evaluation on internal control, audited the evaluation reports of internal control, and no significant or material deficiencies were detected during the evaluation process.

xi. Operation of the Board of Directors and the subordinated special committees

The Board of Directors of the Bank has established eight special committees, namely, the Strategy Committee, the Corporate Social Responsibility and Consumer Protection Committee, the Audit Committee, the Risk Management Committee, the Nomination Committee, the Compensation Committee, the Related Party Transactions Control Committee and the US Risk Committee.

During the reporting period, the Board of Directors of the Bank held 12 meetings, considered and approved proposals including the annual operation plan, fixed asset investment budget, consolidated management and work plan of the Group, 2019 and 2020 Interim Risk Management Reports, 2019 Risk and Capital Adequacy Assessment Report, and 2019 Corporate Social Responsibility Report, and made information disclosure according to laws, regulations and listing rules of the exchanges on which the Bank is listed.

During the reporting period, the Strategy Committee of the Board of Directors held eight meetings, considered and approved 18 proposals, and heard four reports. Focusing on the Bank's strategic planning, the Strategy Committee considered and approved proposals including the 2021-2023 Capital Planning, heard reports on theimplementation of the No.1 Personal Bank Strategy, the implementation of the Preferred Bank Strategy for Domestic Foreign Exchange Business and the implementation of the Strategy for Sharpening Competitive Edge in Key Regions, assisted the Board of Directors in guiding and promoting the Bank's reform and innovation, and enhanced key business and regional competitiveness to provide strong guarantee for supporting the development of the real economy and business transformation. The Strategy Committee also paid close attention to strategic capital allocation, and reviewed and approved several proposals including the proposals on issuing perpetual capital bonds, the general mandate for shares issued by the Bank, and the 2019 capital adequacy ratio management report, providing a driving force for the Bank to promote sustainable development, enhance capital strength, and strengthen risk resistance capacity on all fronts.

During the reporting period, the Corporate Social Responsibility and Consumer Protection Committee held five meetings, and considered and approved six proposals. It attached great importance to the epidemic prevention and control, actively performed its social responsibilities, considered and approved the proposals on the special donation authorization limit for epidemic prevention and control and the application for special authorization limit for poverty alleviation donations, and shouldered the responsibilities of a large bank in supporting the epidemic prevention and control and poverty alleviation. The committee focused on the development of green finance and inclusive finance, considered and approved the proposals on the implementation of green finance and the 2020 annual business plan for inclusive finance, and actively practiced China's green development concept and sustainable development strategy.

During the reporting period, the Audit Committee held seven meetings, considered and approved 10 proposals, and heard 16 reports. The Audit Committee continued to oversee the Bank's internal control system, reviewed and approved the Bank's annual internal control assessment report, and heard reports on internal control audit results to improve the Group's compliant operation. It supervised the implementation of internal and external audits, considered and approved proposals on the internal audit plan and the engagement of external auditors, heard reports on the implementation of internal audits, the summary of external audit and performance appraisal for KPMG in 2019 to promote the formation of an effective communication mechanism between internal and external audits.

During the reporting period, the Risk Management Committee held six meetings, considered and approved 21 proposals, and heard five reports. The Risk Management Committee continuously supervised enterprise risk management. It considered and approved proposals on the 2019 and 2020 Interim Risk Management Report, the 2019 Report on Management of Interest Rate Risk in the Banking Book, the 2019 Report on the Risk Appetite Implementation and Assessment, the 2019 Compliance Risk Management Report of the Group and the 2019 Case Prevention Report and heard reports on technology risk management and the Group's anti-money laundering in 2019. It has become more foresighted in preventing and controlling financial risks andenhancing the risk management mechanism, in a bid to assist the Board of Directors in improving its risk management, prevention and control capabilities.

During the reporting period, the Nomination Committee held eight meetings, considered and approved the proposals including the proposals on the nomination of Mr. Liao Lin and Mr. Shen Si as candidates for Directors of the Bank, Mr. Wang Jingwu, Mr. Zhang Wenwu and Mr. Xu Shouben as Senior Executive Vice Presidents of the Bank, and Mr. Wang Bairong, Ms. Xiong Yan and Mr. Song Jianhua as Chief Business Officers, and heard the report on the framework of the Board of Directors in 2019. The Nomination Committee prudently assessed the organizational structure of the Bank's Board of Directors and its special committees, promoted the change of directors in an orderly manner and continuously improved and adjusted the composition of special committees of the Board of Directors. In order to consolidate the Bank's operation management force, the Nomination Committee reviewed and approved the proposal on appointing Chief Business Officers of ICBC to promote the sustainable and healthy business development.

During the reporting period, the Compensation Committee held four meetings, considered and approved five proposals including the proposals on the payment of remuneration to Directors and Senior Management members for 2019, the Senior Management performance evaluation plan for 2020, the renewal of directors, supervisors and officers liability insurance for 2020-2021 and the Employment Plan of the Group for 2021, and heard the 2019 assessment report on the performance of duties of Directors by the Board of Directors. The Compensation Committee, in accordance with regulatory requirements, drafted the remuneration of directors, and improved the performance evaluation indicators and the incentive and constraint mechanism.

During the reporting period, the Related Party Transactions Control Committee held three meetings, considered three proposals including the proposal on identification of related parties of the Bank, and heard two reports including the report on related party transactions in 2019 and the identification of related parties of the Bank in 2019. The Related Party Transactions Control Committee focused on reviewing the fairness and objectivity of related party transactions, urged the Bank to strengthen the management of related party transactions and inside transactions, and assisted the Board of Directors in ensuring the Bank's related party transactions are carried out in compliance with laws and regulations.

During the reporting period, the US Risk Committee held four meetings, considered and approved four proposals, and heard 12 reports. It attached importance to and strengthened the compliance management of overseas institutions, revised the Bank's risk appetite in the US, reviewed the proposals including the amendments to the Bank's risk management framework and risk appetite implementation in the US in 2019, and the US liquidity risk management in the first half of 2020, heard the reports on the Bank's risk management, implementation of liquidity risk appetite and liquidity risk stress testing in the US, and assisted the Board of Directors in urging theManagement to well perform in compliance and risk prevention and control in international operation.

During the reporting period, independent directors earnestly attended meetings of the Board of Directors and the related special committees, proactively expressed their opinions and promoted the reasonableness and effectiveness of the decision of the Board of Directors.

xii. Other matters that the independent directors consider shall be improved by the listed company

Independent directors of the Bank held discussions with the Management to exchange opinions on the Bank's development strategy, and put forward comments and suggestions. The Bank paid close attention to the relevant comments and suggestions, and organized the implementation thereof according to the actual conditions.

IV. Comprehensive Evaluation and Recommendations

During the reporting period, independent directors of the Bank, in accordance with the relevant laws and regulations and the relevant provisions of the Bank's Articles of Association, performed their duties honestly, diligently and independently, which effectively enhanced the scientific decision-making level of the Board of Directors and its special committees, and uplifted the level of corporate governance of the Bank, safeguarded the legitimate rights and interests of the Bank and all shareholders.

In 2021, independent directors of the Bank will further enhance their ability to perform duties, stay diligent and dedicated, and express their opinions independently and objectively, effectively safeguard the legitimate rights and interests of the Bank and shareholders, including those of the minority shareholders and make greater contributions to the Bank.

Independent Directors of ICBC

Anthony Francis Neoh, Yang Siu Shun,

Shen Si, Nout Wellink, Fred Zuliu Hu

March, 2021

10