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.

Stock Code: 1398 USD Preference Shares Stock Code: 4603 EUR Preference Shares Stock Code: 4604 RMB Preference Shares Stock Code: 84602 ANNOUNCEMENT OF THE RESOLUTIONS OF THE BOARD OF DIRECTORS

A meeting of the board of directors (the "Board") of Industrial and Commercial Bank of China Limited (the "Bank") was convened by written notice on 15 March 2017 and held at the Bank's head office at No. 55 Fuxingmennei Avenue, Xicheng District, Beijing from 29 to 30 March 2017. There were 14 directors eligible for attending the meeting, of whom 14 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 Revised Proposal on Formulating the Rules for Comprehensive Risk Management

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

  2. Considered and Approved the Revised Proposal on Formulating the Administrative Measures for Risk Appetite

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

  3. Considered and Approved the Proposal on Formulating the Administrative Measures for Risk and Capital Adequacy Assessment Process

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

  4. Considered and Approved the Proposal on the 2016 Risk and Capital Adequacy Assessment Report

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

  5. Considered and Approved the Proposal on the Report on Risk Management in 2016

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

  6. Considered and Approved the Proposal on the Consolidated Statement Management of the Group in 2016 and the Work Plan for 2017

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

  7. Considered and Approved the Proposal on the Liquidity Risk Management Strategy of Industrial and Commercial Bank of China Limited for 2017

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

  8. Considered and Approved the Proposal on the Report on Banking Book Interest Rate Risk Management in 2016 and Management Strategy for 2017 of ICBC

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

  9. Considered and Approved the Proposal on the Emergency Plan for Banking Book Interest Rate Risk of ICBC

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

  10. Considered and Approved the Proposal on the 2016 Internal Control Assessment Report 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.

    Opinion of the independent non-executive directors on this proposal: Agreed.

    Details are available on the website of the Shanghai Stock Exchange (www.sse.com.cn).

  11. Considered and Approved the Proposal on the Engagement of Auditors for 2017

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

    It was resolved at the meeting that the Bank shall continue to appoint KPMG Huazhen (Special General Partnership) as the domestic external auditor of the Bank for 2017 and KPMG as the international external auditor of the Bank for 2017, which shall be effective upon the approval at the annual general meeting for 2016 to the close of the next annual general meeting. The audit fees of the consolidated group and the parent company for 2017 shall be RMB136 million, which include service fees for annual audit being RMB79.35 million, service fees for interim review being RMB35.25 million, service fees for agreed-upon procedures regarding each of the first and third quarterly financial information being RMB4.95 million and service fees for internal control audit being RMB11.50 million.

    Opinion of the independent non-executive directors on this proposal: Agreed.

    This proposal shall be submitted to the shareholders' general meeting of the Bank for consideration and approval.

  12. Considered and Approved the Proposal on Nomination of Mr. Ye Donghai as a Candidate of Non-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.

    In order to ensure the smooth operation of the Board of the Bank, on the recommendation of Central Huijin Investment Company Limited ("Huijin Company"), the Board of the Bank resolved that Mr. Ye Donghai be nominated as a candidate of Non-executive Director of the Bank in accordance with the applicable laws and regulations and the relevant requirements of the Bank. The appointment of Mr. Ye Donghai as Non-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 China Banking Regulatory Commission (the "CBRC") after the approval from the shareholders' general meeting has been obtained. His term of office as Non- executive Director will commence on the date when the approval of the CBRC is obtained. The biography of Mr. Ye Donghai is enclosed in Appendix 1.

    Mr. Ye Donghai will not receive remuneration from the Bank during his term of office, his remuneration shall be paid by Huijin Company. As at the date of this announcement, save as disclosed in the announcement, Mr. Ye Donghai has not held any other directorships in any listed companies, and position in the Bank or the subsidiaries of the Bank in the last three years and does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders 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.

    Opinion of the independent non-executive directors on this proposal: Agreed.

    This proposal shall be submitted to the shareholders' general meeting of the Bank for consideration and approval.

  13. Considered and Approved the Proposal on Nomination of Ms. Mei Yingchun as a Candidate of Non-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.

In order to ensure the smooth operation of the Board of the Bank, on the recommendation of Huijin Company, the Board of the Bank resolved that Ms. Mei Yingchun be nominated as a candidate of Non-executive Director of the Bank in accordance with the applicable laws and regulations and the relevant requirements of the Bank. The appointment of Ms. Mei Yingchun as Non-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 CBRC after the approval from the shareholders' general meeting has been obtained. Her term of office as Non- executive Director will commence on the date when the approval of the CBRC is obtained. The biography of Ms. Mei Yingchun is enclosed in Appendix 2.

Ms. Mei Yingchun will not receive remuneration from the Bank during her term of office, her remuneration shall be paid by Huijin Company. As at the date of this announcement, save as disclosed in the announcement, Ms. Mei Yingchun has not held any other directorships in any listed companies, and position in the Bank or the subsidiaries of the Bank in the last three years and does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders 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.

Opinion of the independent non-executive directors on this proposal: Agreed.

This proposal shall be submitted to the shareholders' general meeting of the Bank for consideration and approval.

ICBC - Industrial and Commercial Bank of China Limited published this content on 31 March 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 31 March 2017 03:09:19 UTC.

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