BOC Hong Kong : Proposed adoption of New Articles of Association

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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.

The Board wishes to announce that, primarily for the purpose of bringing the Company's Articles of Association in line with the new Companies Ordinance (Chapter 622, Laws of Hong Kong), which came into effect on 3 March 2014 as well as to modernise and update the Articles of Association, a special resolution will be proposed to the shareholders at the AGM to adopt a new set of Articles of Association in substitution for, and the exclusion of, the existing Memorandum and Articles of Association of the Company.
A circular containing details of the proposed amendments to be incorporated in the new set of Articles of Association and notice of the AGM will be despatched to shareholders of the Company together with the Company's 2013 Annual Report and proxy form for the AGM in mid April 2014.

The Board proposed to adopt a new set of Articles of Association in substitution for, and the exclusion of, the existing Memorandum and Articles of Association of the Company primarily for the purpose of bringing the Company's Articles of Association in line with the new Companies Ordinance (Chapter 622, Laws of Hong Kong), which came into effect on 3
March 2014 as well as to modernise and update the Articles of Association. The major areas of amendments that will be incorporated in the new set of Articles of Association include the following:
(a) abolition of the Memorandum of Association of the Company and migration of certain clauses therein to the new set of Articles of Association of the Company;
(b) adoption of a no par regime for the share capital of the Company and consequential changes;
(c) migration of the maximum number of shares that the Company could issue from the
Memorandum of Association into the new set of Articles of Association of the Company;
(d) specifying the timing of holding of annual general meetings to be six months from the end of a financial year; and
(e) expanding the ambit of director's disclosure of interest.
- 1 -
The Company has also taken the opportunity to modernise certain provisions of the new set of Articles of Association by making amendments that incorporate current practices and procedures that have been adopted by the Company pursuant to relevant requirements of the Rules Governing of the Listing of Securities on the Stock Exchange.
The proposed adoption of a new set of Articles of Association is subject to the approval of the shareholders of the Company by way of special resolution at the AGM. A circular containing, among other things, the notice of the AGM and a summary of the major area of amendments to be incorporated in the new set of Articles of Association will be despatched to the shareholders together with the Company's 2013 Annual Report and proxy form for the AGM in mid April 2014.

In this announcement, the following expressions have the following meanings:

By Order of the Board CHAN Chun Ying Company Secretary
Hong Kong, 26 March, 2014

As at the date of this announcement, the Board comprises Mr. TIAN Guoli* (Chairman), Mr. CHEN Siqing* (Vice Chairman), Mr. HE Guangbei (Vice Chairman and Chief Executive), Mr. LI Zaohang*, Mr. GAO Yingxin, Dr. FUNG Victor Kwok King**, Mr. KOH Beng Seng**, Mr. NING Gaoning**, Mr. SHAN Weijian** and Mr. TUNG Savio Wai-Hok**.

* Non-executive directors

** Independent non-executive directors

- 2 -

distributed by