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 6 January 2017 and held at the Bank's head office at No. 55 Fuxingmennei Avenue, Xicheng District, Beijing on 13 January 2017. There were 15 directors eligible for attending the Meeting, of whom 15 directors attended the Meeting in person. Mr. Guan Xueqing, the Board Secretary, attended the Meeting. 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 the following proposals:

1. Considered and Approved the Proposal on the Measures for the Management of Strategic Risks of Industrial and Commercial Bank of China (Provisional)

   Voting result of this proposal: 15 valid votes, 15 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

2. Considered and Approved the Revised Proposal on the Measures for the Management of Reputational Risks of Industrial and Commercial Bank of China

   Voting result of this proposal: 15 valid votes, 15 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

3. Considered and Approved the Proposal on the Internal Audit Plan for 2017

   Voting result of this proposal: 15 valid votes, 15 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

4. Considered and Approved the Proposal on Changes in Certain Chairmen and Members of the Special Committees of the Board

In accordance with laws and regulations, for instance the Company Law of the People's Republic of China, the Articles of Association of the Bank, the Rules of Procedures for the Board of Directors of the Bank and in light of the appointment and retirement of certain directors, in order to ensure the proper operation of the Board and its special committees, certain changes in the Chairmen and members of the special committees of the Board shall be made as follows.

As the term of office of Mr. Kenneth Patrick Chung has expired and Mr. Kenneth Patrick Chung is not eligible for reappointment pursuant to the relevant legal regulations, Mr. Kenneth Patrick Chung will cease to be Chairman and member of the Related Party Transactions Control Committee and member of the Audit Committee, the Risk Management Committee and the Compensation Committee, Mr. Anthony Francis Neoh will cease to be Chairman of the Compensation Committee, but will continue to serve as member of the Compensation Committee, Mr. Yang Siu Shun be appointed as Chairman of the Related Party Transactions Control Committee and member of the Nomination Committee, Mr. Shen Si be appointed as Chairman and member of the Compensation Committee and a member of the Audit Committee and the Risk Management Committee, Mr. Wang Jingdong be appointed as member of the Related Party Transactions Control Committee, Ms. Sheila Colleen Bair be appointed as member of the Strategy Committee and the Risk Management Committee.

The retirement of Mr. Kenneth Patrick Chung will take effect on the date when the approval in relation to the qualification of Ms. Sheila Colleen Bair or Mr. Shen Si as an Independent Director is obtained from the China Banking Regulatory Commission. The appointment of Mr. Wang Jingdong as member of the Related Party Transactions Control Committee and the appointment of Mr. Yang Siu Shun as member of the Nomination Committee will take effect upon the date of approval by the Board. The appointment of Mr. Yang Siu Shun as Chairman of the Related Party Transactions Control Committee will take effect upon the retirement of Mr. Kenneth Patrick Chung. The appointment of Ms. Sheila Colleen Bair will take effect on the date when the approval on directorship qualification of Ms. Sheila Colleen Bair as new director from the China Banking Regulatory Commission is obtained. The appointment of Mr. Shen Si and the change in appointment of Mr. Anthony Francis Neoh will take effect on the date when the approval on directorship qualification of Mr. Shen Si as new director from the China Banking Regulatory Commission is obtained.

Voting results of this proposal are as follows:

Beijing, PRC

13 January 2017

As at the date of this announcement, the board of directors comprises Mr. YI Huiman, Mr. GU Shu, Mr. ZHANG Hongli and Mr. WANG Jingdong 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, 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.