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ANNOUNCEMENT Resignation and Retirement of Non-executive Directors, Change of Vice Chairman, Change of chairman and members of Board Committees

The Board hereby announces that with effect from 25 March 2014, the Board of Directors, the chairman and members of the Board Committees of the Company and the Bank have been changed as below:
1. Mr. Li Lihui has resigned as Vice Chairman, Non-executive Director and a member of Nomination and Remuneration Committee;
2. Mr. Zhou Zaiqun has retired as Non-executive Director and ceased to be the chairman of Strategy and Budget Committee and a member of Audit Committee;
3. Immediately following the aforesaid resignation and retirement, Mr. Chen Siqing was appointed as Vice Chairman and a member of Nomination and Remuneration Committee. Mr. Chen has ceased to be a member of each of Risk Committee and Strategy and Budget Committee; and
4. Mr. Li Zaohang was appointed as the chairman of Strategy and Budget Committee and he has ceased to be a member of Risk Committee. He remains as a member of Nomination and Remuneration Committee.
The Board of Directors of the Company (the "Board") hereby announces that due to age reasons, Mr. Li Lihui has resigned as Vice Chairman, Non-executive Director and a member of Nomination and Remuneration Committee of the Company and its principal operating subsidiary, Bank of China (Hong Kong) Limited (the "Bank"); and Mr. Zhou Zaiqun has retired as Non-executive Director and ceased to be the chairman of Strategy and Budget Committee and a member of Audit Committee of the Company and the Bank,
all the above changes took effect from 25 March 2014.

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Immediately following the aforesaid resignation and retirement, Mr. Chen Siqing was appointed as Vice Chairman of the Company and the Bank. The chairman and members of the Board Committees of the Company and the Bank have been changed as below, effective from 25 March 2014:
1. Mr. Chen Siqing was appointed as a member of Nomination and Remuneration Committee, and he has ceased to be a member of each of Risk Committee and Strategy and Budget Committee; and
2. Mr. Li Zaohang was appointed as the chairman of Strategy and Budget Committee and he has ceased to be a member of Risk Committee. He remains as a member of Nomination and Remuneration Committee.
Both Mr. Li Lihui and Mr. Zhou Zaiqun have confirmed that they have no disagreement with the Board and there are no matters with respect to their respective resignation and retirement that need to be brought to the attention of the shareholders of the Company.
The Board would like to take this opportunity to express its sincere gratitude and high praise to Mr. Li Lihui and Mr. Zhou Zaiqun for their valuable contributions to the Company and the Bank during their terms of office.
By Order of the Board CHAN Chun Ying Company Secretary
Hong Kong, 26 March 2014

As at the date of this announcement and following the above-mentioned changes of directors, 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**, Mr. TUNG Savio Wai-Hok**.

* Non-executive Directors

** Independent Non-executive Directors

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