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.

RE-DESIGNATION OF DIRECTOR AND CHANGES OF BOARD COMMITTEES MEMBERS

The Board hereby announces that Mr. Gao Yingxin（高迎欣先生）has been re-designated from Executive Director to Non-executive Director, appointed as a member of each of the Risk Committee, Strategy and Budget Committee; and resigned as Deputy Chief Executive (Corporate Banking) and Alternate Chief Executive of the Company and the Bank with
effect from 11 March 2015.
The board of directors of the Company (the "Board") hereby announces that due to other job arrangement, Mr. Gao Yingxin（高迎欣先生）has been re-designated from Executive
Director to Non-executive Director, appointed as a member of each of the Risk Committee and Strategy and Budget Committee with effect from 11 March 2015. He has resigned as Deputy Chief Executive (Corporate Banking) and Alternate Chief Executive of the Company and its principal operating subsidiary, Bank of China (Hong Kong) Limited (the "Bank") on the same day. He has also resigned from all his other positions within the Company and its subsidiaries (the "Group").
The Company is in the process of making the succession arrangement and the Board has assigned Mr. Huang Hong, the Deputy Chief Executive (Financial Markets) of the Group, to oversee the Group's businesses in corporate banking and financial institutions until a successor is being appointed. The Company will publish relevant announcement on changes of Director or Senior Management according to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited upon approvals being obtained from relevant
regulatory authorities, where applicable.
- 1 -

Biographical details of Mr. Gao Yingxin

Mr. Gao Yingxin, aged 52, was appointed Deputy Chief Executive (Corporate Banking) of the Company and the Bank in February 2005 and Executive Director of the Company and the Bank in May 2007 prior to his re-designation as a Non-executive Director in March 2015. He was the Chairman of Nanyang Commercial Bank, Limited, Vice Chairman of Nanyang Commercial Bank (China) Limited and Director of Bank of China Group Insurance Company Limited (a wholly-owned subsidiary of Bank of China Limited ("BOC", a controlling shareholder of the Company)). Before joining the Group, he was President and Chief Operating Officer of BOC International Holdings Limited (a wholly-owned subsidiary of BOC). Mr. Gao joined the BOC Group in 1986 where he began working on financing projects for various industries at BOC's Head Office in Beijing. In 1999, he became General Manager of Corporate Banking at BOC Head Office where he was responsible for managing and building BOC Group's customer relationships with and global financing for multinational corporations and premium domestic clients in the Mainland of China. He was also in charge of BOC's major financing projects. From 1995 to 1996, he worked for the Finance Department of Northern Telecom (Nortel) Head Office in Canada. Mr. Gao graduated from the East China University of Science and Technology with a Master's Degree in Engineering in 1986.
As a Non-executive Director of the Company, Mr. Gao will be entitled to receive a director's fee of HK$200,000 per annum and the additional fees for membership of board committees. Accordingly, Mr. Gao will be entitled to receive additional HK$100,000 per annum as members of the Risk Committee and Strategy and Budget Committee. Such fees will be paid in proportion of the actual length of services served by him. The level of the aforesaid fees were determined with reference to the duties and responsibilities with the Company and prevailing market conditions, and were approved by the shareholders at previous general meeting of the Company. In relation to his re-designation, the Company has entered into a formal letter of engagement with Mr. Gao as non-executive director. Mr. Gao will be subject to retirement by rotation and re-election at annual general meetings in accordance with the Articles of Association of the Company.
Save as disclosed above, Mr. Gao does not have any relationships with any directors, senior management, substantial or controlling shareholders of the Company, has not held any directorships in other listed public companies during the last three years and does not hold any other position with the Company or any of its subsidiaries. As at the date of this announcement, Mr. Gao does not have any interests in the shares of the Company within the
meaning of Part XV of the Securities and Futures Ordinance.
- 2 -
Save for the information set out above, there is no other information to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and there is no other matter which needs to be brought to the attention of the shareholders in connection with the re-designation of Mr. Gao as Non-executive Director of the Company and the Bank.
By Order of the Board CHAN Chun Ying Company Secretary
Hong Kong, 11 March 2015

As at the date of this announcement and following the above-mentioned changes, the Board comprises Mr. TIAN Guoli* (Chairman), Mr. CHEN Siqing* (Vice Chairman), Mr. YUE Yi (Vice Chairman and Chief Executive), Mr. LI Zaohang*, Mr. ZHU Shumin*, Mr. GAO Yingxin*, Madam CHENG Eva**, Mr. KOH Beng Seng**, Mr. SHAN Weijian** and Mr. TUNG Savio Wai-Hok**.

* Non-executive Directors

** Independent Non-executive Directors

- 3 -

distributed by