Industrial and Coml Bank of China : Announcement of the Resolutions of the Board of Directors

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A meeting (the "Meeting") of the board of directors (the "Board") of Industrial and Commercial Bank of China Limited (the "Bank") was convened by written notice on 20 September 2016 and held at the Bank's head office at No. 55 Fuxingmennei Avenue, Xicheng District, Beijing on 27 September 2016. There were 14 directors eligible for attending the Meeting, of whom 13 directors attended the Meeting in person. Ms. Wang Xiaoya, Mr. Kenneth Patrick Chung, Mr. Or Ching Fai, Mr. Hong Yongmiao and Mr. Yang Siu Shun attended the meeting by video conference and 1 director attended the Meeting by proxy, namely, Sir Malcolm Christopher McCarthy appointed Mr. Hong Yongmiao to attend the meeting and exercise the voting right on his behalf. Members of the board of supervisors were in attendance at the Meeting. The Meeting was convened in compliance with the provisions of the laws, regulations, the Articles of Association of Industrial and Commercial Bank of China Limited and the Rules of Procedures for the Board of Directors of Industrial and Commercial Bank of China Limited.

Mr. Yi Huiman, Chairman of the Board, presided over the Meeting and the directors attending the meeting considered and approved the following proposals:

1. Considered and Approved the Proposal on the Appointment of Mr. Gu Shu as President of Industrial and Commercial Bank of China Limited

   Voting result of this proposal: 14 valid votes, 14 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

   The Board resolved that Mr. Gu Shu be appointed as President of the Bank. After the approval by the Board, the appointment will take effect on the date when the qualification of Mr. Gu Shu to serve as President is approved by China Banking Regulatory Commission (the "CBRC"). The biography of Mr. Gu Shu is enclosed in Appendix 1.

   As at the date of this announcement, Mr. Gu Shu does not have any relationship with any director, other senior management member, substantial shareholder or controlling shareholder of the Bank, nor does he hold any interests in the shares of the Bank within the meaning of Part XV of the Hong Kong Securities and Futures Ordinance.

   The views of independent directors on this proposal: Agree.

2. Considered and Approved the Proposal on Nomination of Mr. Gu Shu as a Candidate of Executive Director of Industrial and Commercial Bank of China Limited

   Voting result of this proposal: 14 valid votes, 14 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

   Due to the recent resignation of certain executive directors, in order to ensure the smooth operation of the Board, the Board resolved that Mr. Gu Shu be nominated as a candidate of executive director of the Bank in accordance with the Company Law of the People's Republic of China, other applicable laws and regulations and the Articles of Association of the Bank. The appointment of Mr. Gu Shu as executive director of the Bank is subject to the consideration and approval at the shareholders' general meeting of the Bank, and is subject to the approval of the CBRC after the approval from the shareholders' general meeting has been obtained. His term of office as executive director will commence on the date when the approval of the CBRC is obtained.

   The views of independent directors on this proposal: Agree.

3. Considered and Approved the Proposal on Election of Mr. Gu Shu as the Vice Chairman of the Board of Industrial and Commercial Bank of China Limited

   Voting result of this proposal: 14 valid votes, 14 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

   In order to ensure the smooth operation of the Board, the Board elected Mr. Gu Shu as Vice Chairman of the Board and Authorized Representative of the Bank concurrently. His term of office will commence on the date when the approval of the CBRC is obtained, after his appointment as executive director of the Bank is approved by the shareholders' general meeting of the Bank.

   The views of independent directors on this proposal: Agree.

4. Considered and Approved the Proposal on Nomination of Ms. Sheila Colleen Bair as a Candidate of Independent Director of Industrial and Commercial Bank of China Limited

   Voting result of this proposal: 14 valid votes, 14 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

   The term of office of an independent director of the Bank is due to expire and such independent director is not eligible for re-election pursuant to the relevant legal regulations. The Board resolved that Ms. Sheila Colleen Bair be nominated as a candidate of independent director of the Bank. The qualification of Ms. Sheila Colleen Bair as independent director is subject to the consideration and approval at the shareholders' general meeting of the Bank after the Shanghai Stock Exchange reviews her qualification and confirms that it has no objection, and is subject to the approval of the CBRC after the approval from the shareholders' general meeting has been obtained. Her term of office as independent director will commence on the date when the approval of the CBRC is obtained. The biography of Ms. Sheila Colleen Bair is enclosed in Appendix 2. The Declaration of Nominator of Independent Director and Declaration of Candidate for Independent Director are enclosed in Appendix 3.

   As at the date of this announcement, Ms. Sheila Colleen Bair does not have any relationship with any director, senior management member, substantial shareholder or controlling shareholder of the Bank, nor does she hold any interests in the shares of the Bank within the meaning of Part XV of the Hong Kong Securities and Futures Ordinance.

   The views of independent directors on this proposal: Agree.

5. Considered and Approved the Proposal on Certain Members of Board Committees

   Mr. Yi Huiman has not participated in the voting on his posts as he had interests. Voting result of this proposal is as follows:

   Name	Office	Valid votes	For	Abstain	Against
   Yi Huiman	Cease to serve as Member of the Nomination Committee	13	13	0	0
   	Cease to serve as Member of the Compensation Committee	13	13	0	0
   Gu Shu	Member of the Strategy Committee	14	14	0	0
   	Member of the Nomination Committee	14	14	0	0
   	Member of the Compensation Committee	14	14	0	0

   In accordance with the Company Law of the People's Republic of China, the Articles of Association of the Bank, Rules of Procedures for the Board of Directors and other applicable laws and regulations, and in light of the change of executive directors and the Board committees' work requirements, the Board resolved that the following changes be made to certain members of the Board committees: Mr. Yi Huiman cease to serve as member of the nomination committee and the compensation committee of the Board; Mr. Gu Shu be appointed as member of the strategy committee, the nomination committee and the compensation committee of the Board. The changes above will take effect after the appointment of Mr. Gu Shu as executive director of the Bank has been approved at the shareholders' general meeting and the approval of CBRC has been obtained.

6. Considered and Approved the Proposal to Convene the First Extraordinary General Meeting of 2016

Voting result of this proposal: 14 valid votes, 14 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

The first extraordinary general meeting of 2016 of the Bank will be held in Beijing on 29 November 2016. Please refer to the notice of the first extraordinary general meeting of 2016 which is separately disclosed for the relevant details.

Appendix 1: Biography of Mr. Gu Shu

Appendix 2: Biography of Ms. Sheila Colleen Bair

Appendix 3: Declaration of Nominator of Independent Director and Declaration of Candidate for Independent Director

Beijing, PRC

27 September 2016

As at the date of this announcement, the board of directors comprises Mr. YI Huiman and Mr. ZHANG Hongli as executive directors, Ms. WANG Xiaoya, Ms. GE Rongrong, Mr. FU Zhongjun, Mr. ZHENG Fuqing, Mr. FEI Zhoulin and Mr. CHENG Fengchao as non-executive directors, Sir Malcolm Christopher McCARTHY, Mr. Kenneth Patrick CHUNG, Mr. OR Ching Fai, Mr. HONG Yongmiao, Mr. Anthony Francis NEOH and Mr. YANG Siu Shun as independent non-executive directors.