This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. The Stock Exchange of Hong Kong Limited (the Hong Kong Stock Exchange ) and Hong Kong Securities Clearing Company Limited ( HKSCC ) take no responsibility for the contents of this announcement, 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 announcement. In connection with the Global Offering, Goldman Sachs (Asia) L.L.C. ( Goldman Sachs ), as stabilizing manager, and/or its affiliates and agents on behalf of the Underwriters, may over-allocate or effect transactions with a view to stabilising or maintaining the market price of the H Shares at a level higher than that which might otherwise prevail for a limited period commencing from the day on which the H Shares commence trading on the Stock Exchange. However, there is no obligation on Goldman Sachs or any person acting for it to conduct any such stabilizing action. Such stabilization may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules made under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong). Such stabilization, if commenced, will be conducted at the absolute discretion of the stabilizing manager or any person acting for it and may be discontinued at any time, and must be brought to an end after a limited period. The number of H Shares being offered in the Global Offering may be increased by up to and not more than an aggregate of 3,835,288,000 H Shares through the exercise of the Over-Allotment Option granted to the Joint Global Coordinators (on behalf of the International Purchasers) by the Company exercisable by the Joint Global Coordinators on behalf of the International Purchasers to, among other things, cover over-allocations (if any) in the International Offering, which option is exercisable at any time from the date of the International Purchase Agreement until 30 days after the last day for lodging applications under the Hong Kong Public Offering. In the event that such Over-Allotment Option is exercised, a press announcement will be made. Unless otherwise defined in this announcement, terms defined in the prospectus of the Company dated May 18, 2006 (the Prospectus ) have the same meanings when used in this announcement. Page 1
BANK OF CHINA LIMITED (A joint stock company incorporated in the People s Republic of China with limited liability) GLOBAL OFFERING Number of Offer Shares under the Global Offering : 25,568,590,000 (subject to adjustment and the Over-Allotment Option) Number of Hong Kong Offer Shares : 1,278,430,000 (subject to adjustment) Number of Offer Shares under the International Offering : 24,290,160,000 (subject to adjustment and the Over-Allotment Option) Maximum Offer Price : HK$3.00 per Hong Kong Offer Share payable in full on application, subject to refund, plus brokerage of 1%, SFC transaction levy of 0.005% and Hong Kong Stock Exchange trading fee of 0.005% Nominal value : RMB1.00 each Stock code : 3988 Joint Global Coordinators, Joint Bookrunners, Joint Sponsors and Joint Lead Managers Application has been made to the Listing Committee of the Hong Kong Stock Exchange for the granting of the listing of, and permission to deal in, the H Shares (including any additional H Shares which may be issued by the Company pursuant to the exercise of the Over-Allotment Option, as described in the Prospectus). Dealings in the H Shares on the Hong Kong Stock Exchange are expected to commence on Thursday, June 1, 2006. Additionally, we have made an application for the Shares held by Huijin to be authorized for listing. Please see the section entitled Share Capital - Shares held by Huijin in the Prospectus for further details. Page 2
Applicants who would like to be allotted Hong Kong Offer Shares in their own names should complete and sign the white Application Forms. Applicants who would like to have the allotted Hong Kong Offer Shares issued in the name of HKSCC Nominees Limited and deposited directly into CCASS for credit to their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participants maintained in CCASS should either (i) complete and sign the yellow Application Forms, copies of which, together with the Prospectus, may be obtained during normal business hours from 9:00 a.m. on Thursday, May 18, 2006 until 12:00 noon on Tuesday, May 23, 2006 at the Depository Counter of HKSCC at 2nd Floor, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong or the Customer Service Centre of HKSCC at Upper Ground Floor, V-Heun Building, 128-140 Queen s Road Central, Hong Kong, or (ii) give electronic application instructions to HKSCC via CCASS. Copies of the Prospectus, together with the white Application Forms, may be obtained during normal business hours in the same period from: BOCI Asia Limited Goldman Sachs (Asia) L.L.C. UBS AG 26th Floor 68th Floor 52nd Floor Bank of China Tower or Cheung Kong Center or Two International Finance Centre 1 Garden Road 2 Queen s Road Central 8 Finance Street, Central Hong Kong Hong Kong Hong Kong or BCOM Securities Company Limited, 121 Des Voeux Road Central, Hong Kong; or BNP Paribas Peregrine Capital Limited, 63/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong; or China Everbright Securities (HK) Limited, 36/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong; or China Merchants Securities (HK) Co., Ltd., 48/F, One Exchange Square, Central, Hong Kong; or CITIC Securities Corporate Finance (HK) Limited, 26/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong; or Core Pacific - Yamaichi International (H.K.) Limited, 36/F, Cosco Tower, Grand Millennium Plaza, 183 Queen s Road Central, Hong Kong; or CSC Securities (HK) Limited, Unit 3204-07, 32/F, Cosco Tower, 183 Queen s Road Central, Hong Kong; or Dao Heng Securities Limited, 12th Floor, The Center, 99 Queen s Road Central, Hong Kong; or DBS Asia Capital Limited, 22nd Floor, The Center, 99 Queen s Road, Central, Hong Kong; or First Shanghai Securities Limited, 19/F, Wing On House, 71 Des Voeux Road Central, Hong Kong; or Page 3
Guotai Junan Securities (Hong Kong) Limited, 27th Floor, Low Block, Grand Millennium Plaza, 181, Queen s Road Central, Hong Kong; or The Hongkong and Shanghai Banking Corporation Limited, 1 Queen s Road Central, Hong Kong; or ICEA Securities Limited, 26/F, ICBC Tower, 3 Garden Road, Central, Hong Kong; or Kingston Securities Limited, Suite 2801-2807, 28th Floor, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong; or Kingsway Financial Services Group Limited, 5/F, Hutchison House, 10 Harcourt Road, Central, Hong Kong; or Shenyin Wanguo Capital (H.K.) Limited, 28/F., Citibank Tower, Citibank Plaza, 3 Garden Road, Central, Hong Kong; or Sun Hung Kai International Limited, Level 12, One Pacific Place, 88 Queensway, Hong Kong; or Tai Fook Securities Company Limited, 25/F, New World Tower, 16-18 Queen s Road Central, Hong Kong; or VC Brokerage Limited, 28/F, The Centrium, 60 Wyndham Street, Central, Hong Kong; or any of the following branches of Bank of China (Hong Kong) Limited: Hong Kong Island: Bank of China Tower Branch 3/F, 1 Garden Road Central District 71 Des Voeux Road Central (Wing On House) Branch Sheung Wan Branch 252 Des Voeux Road Central United Centre Branch Shop 1021, United Centre, 95 Queensway 409 Hennessy Road Branch 409-415 Hennessy Road, Wan Chai North Point (Kiu Fai Mansion) 413-415 King s Road, North Point Branch Taikoo Shing Branch Shop G1006-7, Hoi Sing Mansion, Taikoo Shing Kowloon: Kwun Tong Branch 20-24 Yue Man Square, Kwun Tong Diamond Hill Branch G107, Plaza Hollywood, Diamond Hill Festival Walk Branch Unit LG256, Festival Walk, Kowloon Tong Mong Kok (President 608 Nathan Road, Mong Kok Commercial Centre) Branch Whampoa Garden Branch Shop G8B, Site 1, Whampoa Garden, Hung Hom Page 4
Humphrey s Avenue Branch 4-4A Humphrey s Avenue, Tsim Sha Tsui Kowloon Plaza Branch Unit 1, Kowloon Plaza, 485 Castle Peak Road New Territories: Maritime Square Branch Shop 115, Maritime Square, Tsing Yi Castle Peak Road (Tsuen Wan) 167 Castle Peak Road, Tsuen Wan Wealth Management Centre Tuen Mun Town Plaza Branch Shop 2, Tuen Mun Town Plaza Phase II East Point City Branch Shop 101, East Point City, Tseung Kwan O Lucky Plaza Branch Lucky Plaza, Wang Pok Street, Shatin Castle Peak Road (Yuen Long) Branch 162 Castle Peak Road, Yuen Long or any of the following branches of Bank of Communications Co., Ltd. Hong Kong Branch: Hong Kong Island: Hong Kong Branch 20 Pedder Street, Central, Hong Kong Chaiwan Sub-branch 121-121A Wan Tsui Road, Chaiwan Kowloon: Ngau Tau Kok Sub-branch Shop G1, G/F., Phase I, Amoy Plaza, 77 Ngau Tau Kok Road Wong Tai Sin Sub-branch Shops 127-129, 1/F Lung Cheung Mall, 136 Lung Cheung Road, Wong Tai Sin, Kowloon New Territories: Ma On Shan Sub-branch Shop 3038A, Level 3, Sunshine Plaza, Ma On Shan Sheung Shui Sub-branch Shops 1010-1014, G/F., Sheung Shui Centre Shopping Arcade, Sheung Shui Tseung Kwan O Sub-branch Shops 253-255, Metro City Shopping Arcade, Phase I, Tseung Kwan O or any of the following branches of The Bank of East Asia, Limited: Hong Kong Island: Main Branch 10 Des Voeux Road, Central Wanchai Branch Shop Nos A-C, G/F, Easey Commercial Building, 253-261 Hennessy Road, Wanchai, Hong Kong Page 5
Shaukiwan Branch G/F, Ka Fook Building, 289-293 Shau Kei Wan Road Kowloon: Hoi Yuen Road Branch Unit 1, G/F, Hewlett Centre, 54 Hoi Yuen Road Prince Edward Branch G/F, Hanley House, Nos 776-778 Nathan Road, Kowloon New Territories: Tai Wai Branch 16-18 Tai Wai Road, Cheung Fung Mansion, Shatin Tuen Mun Branch Shop No. G16, G/F, Eldo Court Shopping Centre Tai Po Plaza Branch Units 49-52, Level 1, Tai Po Plaza or any of the following branches of The Hongkong and Shanghai Banking Corporation Limited: Hong Kong Island: Hong Kong Office 1 Queen s Road Central, HK 128 Queen s Road Central V Heun Building, 128-140 Queen s Branch Road Central, HK The Westwood Branch LG01-3, LG Floor, The Westwood, 8 Belcher s Street, HK North Point Branch G/F, Winner House, 306-316 King s Road, North Point, HK Kowloon: Kwun Tong Branch No. 1, Yue Man Square, Kwun Tong, KLN Mong Kok Branch 673 Nathan Road, Mong Kok, KLN Waterloo Road Branch 71 Waterloo Road, Ho Man Tin, KLN Mei Foo Sun Chuen Branch 79, Broadway Stage 4, Mei Foo Sun Chuen, KLN Kowloonshing Branch 1/F, 18 Fuk Lo Tsun Road, Kowloon City New Territories: Citylink Plaza Branch Shops 38-46, Citylink Plaza, Shatin Station Circuit, Shatin, NT Page 6
or any of the following branches of Industrial and Commercial Bank of China (Asia) Limited: Hong Kong Island: Queen s Road Central Branch 122-126 Queen s Road Central, Hong Kong Sheung Wan Branch Shop F, G/F, Kai Tak Commercial Building, 317-319 Des Voeux Road Central, Sheung Wan, Hong Kong West Point Branch 242-244 Queen s Road West, Hong Kong Wanchai Branch 117-123 Hennessy Road, Wanchai, Hong Kong Kowloon: Yaumatei Branch 542 Nathan Road, Yaumatei, Kowloon Tsim Sha Tsui Branch Shop 6-7, G/F., Hankow Centre, 5-15, Hankow Road, Tsimshatsui, Kowloon New Territories: Sha Tsui Road Branch Shop 4, G/F Chung On Building, 297-313 Sha Tsui Road, Tsuen Wan, New Territories or any of the following branches of Standard Chartered Bank (Hong Kong) Limited: Hong Kong Island: Central Shop no. 16, G/F and Lower G/F, New World Tower, 16-18 Queen s Road Central, Central 88 Des Voeux Road 88 Des Voeux Road Central, Central Leighton Centre Shop 12-16, UG/F, Leighton Centre, 77 Leighton Road, Causeway Bay Quarry Bay G/F, Westlands Gardens, 1027 King s Road, Quarry Bay Aberdeen Shop 4A, G/F, Aberdeen Centre, No. 6 Nam Ning Street, Aberdeen Kowloon: Mongkok Branch Shop B, G/F, 1/F & 2/F, 617-623 Nathan Road, Mongkok New Territories: City One Shatin Shop 30-33, G/F, Ngan Shing Comm. Centre, City One Shatin Metroplaza Shop Nos. 186-188, Level 1, Metroplaza, 223 Hing Fong Road, Kwai Chung Page 7
Both white and yellow Application Forms completed in all respects (to which checks or banker s cashier orders should be securely stapled) should be deposited in the special collection boxes provided at the branches of Bank of China (Hong Kong) Limited, Bank of Communications Co., Ltd. Hong Kong Branch, The Bank of East Asia, Limited, The Hongkong and Shanghai Banking Corporation Limited, Industrial and Commercial Bank of China (Asia) Limited and Standard Chartered Bank (Hong Kong) Limited referred to above at the following times on the following dates: Thursday, May 18, 2006 9:00 a.m. to 4:30 p.m. Friday, May 19, 2006 9:00 a.m. to 4:30 p.m. Saturday, May 20, 2006 9:00 a.m. to 12:30 p.m. Monday, May 22, 2006 9:00 a.m. to 4:30 p.m. Tuesday, May 23, 2006 8:00 a.m. to 12:00 noon Applications by giving electronic application instructions to HKSCC Investors can apply for Hong Kong Offer Shares by giving electronic application instructions to HKSCC as follows: 1. CCASS Investor Participants can give electronic application instructions to HKSCC through the CCASS Phone System by calling 2979 7888 or through the CCASS Internet System (https://ip.ccass.com) (using the procedures contained in HKSCC s An Operating Guide for Investor Participants in effect from time to time). HKSCC can also input electronic application instructions on behalf of CCASS Investor Participants if they go to the Customer Service Centre of HKSCC at Upper Ground Floor, V-Heun Building, 128-140 Queen s Road Central, Hong Kong and complete an input request form. Prospectuses are also available for collection at the Customer Service Centre of HKSCC; and 2. those who are not CCASS Investor Participants can instruct their brokers or custodians who are CCASS Broker Participants or CCASS Custodian Participants to give electronic application instructions to HKSCC via CCASS terminals to apply for Hong Kong Offer Shares on their behalf. Page 8
CCASS Broker/Custodian Participants can input electronic application instructions at the following times on the following dates: Thursday, May 18, 2006 9:00 a.m. to 8:30 p.m. 1 Friday, May 19, 2006 8:00 a.m. to 8:30 p.m. 1 Saturday, May 20, 2006 8:00 a.m. to 3:00 p.m. 1 Monday, May 22, 2006 8:00 a.m. to 8:30 p.m. 1 Tuesday, May 23, 2006 8:00 a.m. to 12:00 noon 1 1 These times are subject to change as HKSCC may determine from time to time with prior notification to CCASS Broker/Custodian Participants. CCASS Investor Participants can input electronic application instructions from 9:00 a.m. on Thursday, May 18, 2006 until 12:00 noon on Tuesday, May 23, 2006 (24 hours daily, except the last application day). Subject to the terms and conditions set out in the Prospectus and the Application Forms relating thereto, applications must be received no later than 12:00 noon on Tuesday, May 23, 2006 (or if the application lists are not open on that day, then by 12:00 noon on the next business day the lists are open). Please see the section entitled How to apply for Hong Kong Offer Shares in the Prospectus for further details. No receipt will be issued for application monies. It is expected that the level of indication of interest in the International Offering, the Offer Price, the results of applications and the basis of allotment of Hong Kong Offer Shares will be published on Tuesday, May 30, 2006 in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese). If you are applying using a yellow Application Form or by giving electronic application instructions to HKSCC and your application is wholly or partially successful, your H Share certificate will be issued in the name of HKSCC Nominees Limited and deposited into CCASS for credit to your CCASS Investor Participant stock account or the stock account of any designated CCASS Participant giving electronic application instructions on your behalf or as instructed by you in your yellow Application Form at the close of business on Tuesday, May 30, 2006 or under contingent situations, on any other date as shall be determined by HKSCC or HKSCC Nominees Limited. If you are applying through a designated CCASS Participant (other than a CCASS Investor Participant), you can check the number of Hong Kong Offer Shares allocated to you (and the amount of refund money payable to you if you have instructed a CCASS Broker/Custodian Participant to give electronic application instructions on your behalf) with that CCASS Participant. If you are applying Page 9
as a CCASS Investor Participant, you should check the announcement published by the Company on Tuesday, May 30, 2006 (for CCASS Investor Participants applying by giving electronic application instructions to HKSCC, they can also check the application results via the CCASS Phone System and CCASS Internet Systems) and report any discrepancies to HKSCC before 5:00 p.m. on Tuesday, May 30, 2006 or such other date as shall be determined by HKSCC or HKSCC Nominees Limited. Immediately after the credit of the Hong Kong Offer Shares to your account, you can also check your new account balance via the CCASS Phone System and CCASS Internet System (under the procedures contained in HKSCC s An Operating Guide for Investor Participants in effect from time to time). HKSCC will also make available to you an activity statement showing the number of Hong Kong Offer Shares credited to your CCASS Investor Participant stock account and (if you are applying by giving electronic application instructions to HKSCC) the amount of refund money (if any) credited to your designated bank account. By order of the Board YEUNG Jason Chi Wai Company Secretary Hong Kong, May 18, 2006 As at the date of this announcement, the Directors of the Company are Xiao Gang, Li Lihui, Zhang Jinghua*, Yu Erniu*, Zhu Yan*, Zhang Xinze*, Hong Zhihua*, Huang Haibo*, Sir Frederick Anderson Goodwin*, Hua Qingshan, Li Zaohang, Anthony Francis Neoh #, William Peter Cooke # and Patrick de Saint-Aignan #. * Non-executive directors # Independent Non-executive directors Please also refer to the published version of this announcement in the South China Morning Post. Page 10