Industrial and Commrcl Bank of China : Work Report of Independent Non-Executive Directors for 2016

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

This announcement is issued pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Industrial and Commercial Bank of China Limited hereby set out the Work Report of Independent Directors of ICBC for 2016, the Chinese version of which has been published on the website of the Shanghai Stock Exchange simultaneously, for reference only.

Beijing, PRC 30 March 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. ZHENG Fuqing, Mr. FEI Zhoulin and Mr. CHENG Fengchao as non-executive directors, Mr. OR Ching Fai, Mr. HONG Yongmiao, Mr. Anthony Francis NEOH, Mr. YANG Siu Shun and Ms. Sheila Colleen BAIR as independent non-executive directors.

In 2016, Independent Directors of Industrial and Commercial Bank of China (hereinafter referred to as "the Bank") performed their duties in a diligent manner according to the Company Law, the Securities Law, the Guiding Opinions on Establishing Independent Director Policy within Listed Companies, the Guidelines on the Corporate Governance of Commercial Banks, the Corporate Governance Code of the Stock Exchange of Hong Kong Limited (SEHK) and other applicable laws, regulations, rules and codes, and the Articles of Association of Industrial and Commercial Bank of China (hereinafter referred to as "Articles of Association"), the Working Rules for the Independent Directors of Industrial and Commercial Bank of China and other applicable provisions. They attended meetings of the Board of Directors and special committees of the Board of Directors on time, actively performed their duties, and independently made decisions to actually safeguard the rights and interests of the Bank and all shareholders.

As at December 31, 2016, the Bank had five independent directors, accounting for more than 1/3 of the members of the Board of Directors, which was in compliance with the Bank's Articles of Association and applicable regulatory requirements. Independent Directors served as Chairmen of the five special committees of the Board of Directors - the Audit Committee, the Risk Management Committee, the Nomination Committee, the Compensation Committee and the Related Party Transactions Control Committee. Aside from the annual compensation received, independent directors of the Bank neither held any business or financial interest in the Bank and its subsidiaries, nor assumed any management post. The Bank complied with relevant regulatory requirements in terms of the independence of Independent Directors. The Bank has received the annual confirmation letters on independence from all Independent Directors, and confirmed their independence. Resumes of Independent Directors of the Bank are as follows:

Mr. Chung has served as Independent Non-executive Director of Industrial and Commercial Bank of China Limited since December 2009. He joined Deloitte Haskins and Sells London Office in 1980. He became a partner of PricewaterhouseCoopers in 1992, and was a financial service specialist of PricewaterhouseCoopers (Hong Kong and Chinese mainland) since 1996. Previously, he was the human resources partner of PricewaterhouseCoopers (Hong Kong), the responsible partner of the audit department of PricewaterhouseCoopers (Hong Kong and Chinese mainland), the global lead partner of the audit engagement team for Bank of China Limited, the honorary treasurer of The Community Chest of Hong Kong and was a member of the Ethics Committee, Limitation of Professional Liability Committee, Communications Committee, and the Investigation Panel of the Hong Kong Society of Accountants. Mr. Chung has also served as the audit partner for the

restructurings and initial public offerings of Bank of China Limited, Bank of China (Hong Kong) Limited and BOCOM and Chairman of the Audit Committee of the Harvest Real Estate Investments (Cayman) Limited. Currently, Mr. Chung serves as Vice Chairman of International Social Service Hong Kong Branch and Independent Non-executive Director of Sands China Ltd. He is a member of the Institute of Chartered Accountants in England and Wales, a member of the Hong Kong Institute of Certified Public Accountants and a member of the Macau Society of Certified Practising Accountants. Mr. Chung received a bachelor's degree in economics from the University of Durham.

Mr. Or has served as Independent Non-executive Director of Industrial and Commercial Bank of China Limited since May 2012. Mr. Or previously served as General Manager and Director of The Hongkong and Shanghai Banking Corporation Limited, Chairman of HSBC Insurance Limited, Chief Executive and Vice Chairman of Hang Seng Bank Limited, Chairman of Hang Seng Insurance Company Limited and Hang Seng Bank (China) Limited, Director of Cathay Pacific Airways Limited, and Director of Hutchison Whampoa Limited. He was Chairman of the Hong Kong Association of Banks, Vice President and a Council Member of the Hong Kong Institute of Bankers, Chairman of the Financial Services Advisory Committee and a member of the Services Promotion Program Committee of the Hong Kong Trade Development Council, a member of the Risk Management Committee of the Hong Kong Exchanges and Clearing Limited, a member of the Aviation Development Advisory Committee, Chairman of Executive and Campaign Committee of the Community Chest of Hong Kong, Acting Chairman of the Council of City University of Hong Kong, a Council Member of The University of Hong Kong, and an Adviser of the Employers' Federation of Hong Kong. Mr. Or currently acts as Chairman, CEO and Executive Director of China Strategic Holdings Limited, Chairman and Independent Non-executive Director of Esprit Holdings Limited, Vice Chairman and Independent Non-executive Director of G-Resources Group Limited, Vice Chairman and Non-executive Director of Aquis Entertainment Limited, Independent Non-executive Director of Chow Tai Fook Jewellery Group Limited, Television Broadcasts Limited and Regina Miracle International Ltd., and Vice Patron of the Board of the Community Chest of Hong Kong. Mr. Or graduated from The University of Hong Kong with a Bachelor's degree in Economics and Psychology. He is an Honorary Doctorate of Social Science of City University of Hong Kong. Mr. Or was awarded a Silver Bauhinia Star from the Hong Kong Special Administrative Region and Honorary University Fellowships from The University of Hong Kong in 2009. He is a Justice of the Peace.

Mr. Hong has served as Independent Non-executive Director of Industrial and Commercial Bank of China Limited since August 2012. Mr. Hong was previously in charge of the National Science Fund for Distinguished Overseas Young Scholars supported by the National Natural Science Foundation of China, and acted as President of the Chinese Economists Society in North America. He is currently an academician of the Academy of Sciences for the Developing World and a professor of Economics and International Studies at Cornell University in the United States. He has been enrolled as one of the first participants of the "Thousand Talents Plan" and serves as Vice Chairman of the Steering Committee of Economics Teaching at

Institutions of Higher Learning under the Ministry of Education and Director of the Wang Yanan Institute for Studies in Economics and the School of Economics at Xiamen University. He is a lecture professor of the "Changjiang Scholars" launched by the Ministry of Education, an honorary professor of the School of Economics and Management at University of Chinese Academy of Sciences and a senior editor in economics for the Journal of Management Science and Engineering, an English magazine published by the National Natural Science Foundation of China. He is also an editorial board member of Economic Research Journal of the Chinese Academy of Social Sciences and an academic board member of China Economic Quarterly published by Peking University. He acts as Independent Non-Executive Director of Xiamen Bank Co., Ltd. as well. Mr. Hong graduated from Xiamen University with a Bachelor of Science degree and a Master's degree in Economics, and obtained his Doctorate degree in Economics from the University of California San Diego.

Mr. Neoh has served as Independent Non-executive Director of Industrial and Commercial Bank of China Limited since April 2015. He previously served as Chief Advisor to CSRC, a member of the International Consultation Committee of CSRC, a member of the Basic Law Committee of the Hong Kong Special Administrative Region under the Standing Committee of the National People's Congress of People's Republic of China, and Chairman of the Hong Kong Securities and Futures Commission. He was Chairman of the Technical Committee of the International Organization of Securities Commissions, a Non-executive Director of Global Digital Creations Holdings Limited. He was an Independent Non-executive Director of Link Management Limited, which is the Manager of Link Real Estate Investment Trust. He was also an Independent Non-executive Director of China Shenhua Energy Company Limited, Bank of China Limited and China Life Insurance Company Limited. Mr. Neoh currently serves as an Independent Non-executive Director of CITIC Limited and New China Life Insurance Company Limited. He graduated from the University of London with a Bachelor's degree in Law. He is Honorary Doctorate of Law of Chinese University of Hong Kong and Open University of Hong Kong and Honorary Doctorate of Social Sciences of Lingnan University. He was elected Honorary Fellow of the Hong Kong Securities Institute and Academician of the International Euro-Asian Academy of Sciences. Mr. Neoh was appointed as Senior Counsel in Hong Kong. He is a barrister of England and Wales. He was admitted to the State Bar of California.

Mr. Yang has served as Independent Non-executive Director of Industrial and Commercial Bank of China Limited since April 2016. He previously served as Chairman and Principal Partner of PricewaterhouseCoopers Hong Kong, Executive Chairman and Principal Partner of PricewaterhouseCoopers Chinese Mainland and Hong Kong, member of five-people leading group of global leadership committee of PricewaterhouseCoopers and Chairman of PricewaterhouseCoopers Asia-Pacific region. Mr. Yang currently serves as a member of the 12th National Committee of the Chinese People's Political Consultative Conference, a member of the Exchange Fund Advisory Committee of Hong Kong Monetary Authority, a member of the board of directors of the Hong Kong Jockey Club, Vice Chairman of the Council of the Open

University of Hong Kong, director and chairman of Audit Committee of Hang Seng Management College, and an independent non-executive director of the Tencent