BOC Hong Kong : Circular dated 20 April 2017 in relation to Notice of Annual General Meeting, Proposed Re-election of Retiring Directors and Remuneration of Directors, and Proposed General Mandates to Issue and Buy Back Shares

If you have sold or transferred all your shares in BOC Hong Kong (Holdings) Limited (中銀香港(控股)有限公司), you should at once hand this circular and the accompanying proxy form and, if applicable, the Annual Report 2016 to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

(Incorporated in Hong Kong with limited liability)

A notice convening the Annual General Meeting of BOC Hong Kong (Holdings) Limited to be held at Four Seasons Grand Ballroom, Level 2, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on Wednesday, 28 June 2017 at 2:00 p.m. (registration will begin at 1:15 p.m.) is set out in this circular.

Whether or not you are able to attend the Annual General Meeting, you are advised to read the notice and to complete and return the enclosed proxy form, in accordance with the instructions printed thereon, to the registered office of BOC Hong Kong (Holdings) Limited at 24th Floor, Bank of China Tower, 1 Garden Road, Hong Kong, or send it to the Company's share registrar via email to bochk.eproxy@computershare.com.hk, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting. Completion of the proxy form and its return will not preclude you from attending and voting in person at the Annual General Meeting if you so wish.

20 April 2017

Pages

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Appendix I Business of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

1. Audited financial statements for the year ended 31 December 2016 . . . . . . 8

2. Declaration of 2016 final dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

3. Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

4. Directors' remuneration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

5. Re-appointment of auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

6. General mandates to issue and buy back Shares . . . . . . . . . . . . . . . . . . . 10

Appendix II Biographical Details of the Retiring Directors Standing for Re-election . . . . . . . . . 11

Appendix III Explanatory Statement for Share Buy-back Mandate . . . . . . . . . . . . . . . . . . . . . 13

Appendix IV Frequently Asked Questions on Voting and Annual General Meeting. . . . . . . . . . . 15

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"AGM" means the annual general meeting of the Company convened to be held on Wednesday, 28 June 2017 at 2:00 p.m. (registration will begin at 1:15 p.m.) at Four Seasons Grand Ballroom, Level 2, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong (and any adjournment thereof);

"Articles" means the articles of association of the Company (as adopted, amended or modified from time to time);

"Board" or "Board of Directors" means the Board of Directors of the Company;

"BOC" means Bank of China Limited, a joint stock commercial bank with limited liability established under the laws of the PRC, the H shares and A shares of which are listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange respectively;

"BOCCC" means BOC Credit Card (International) Limited, a company incorporated under the laws of Hong Kong and a wholly-owned subsidiary of BOCHK;

"BOCHK" means Bank of China (Hong Kong) Limited, a company incorporated under the laws of Hong Kong, a wholly-owned subsidiary of the Company and a licensed bank in Hong Kong;

"BOCHKG" means BOC Hong Kong (Group) Limited, a company incorporated under the laws of Hong Kong and a wholly-owned subsidiary of BOC;

"BOC (BVI)" means BOC Hong Kong (BVI) Limited, a company incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of BOCHKG;

"BOC Life" means BOC Group Life Assurance Company Limited, a company incorporated under the laws of Hong Kong, in which the Company and BOC hold equity interests of 51% and 49% respectively;

"Central Huijin" means Central Huijin Investment Ltd.;

"Committee(s)" means the committee(s) established by the Board of Directors from time to time;

"Companies Ordinance" means the Companies Ordinance, Chapter 622 of the Laws of Hong

Kong;

"Company" means BOC Hong Kong (Holdings) Limited, a company incorporated under the laws of Hong Kong, the shares of which are listed on the Hong Kong Stock Exchange;

"Director(s)" means the director(s) of the Company;

"Group" means the Company and its subsidiaries;

"Hong Kong" means the Hong Kong Special Administrative Region of the PRC;

"Latest Practicable Date" means 10 April 2017, being the latest practicable date prior to the

printing of this circular for ascertaining certain information contained herein;

"Listing Rules" means the Rules Governing the Listing of Securities on the Stock Exchange;

"PRC" means the People's Republic of China;

"SFO" means the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong;

"Share(s)" means the share(s) of the Company;

"Share Buy-back Mandate" means the proposed general mandate to buy back shares;

"Share Buy-back Resolution" means the proposed resolution to approve the grant of the Share Buy-back Mandate; and

"Stock Exchange" or

"Hong Kong Stock Exchange"

means The Stock Exchange of Hong Kong Limited.