Industrial and Commrcl Bank of China : Working Regulations for the Compensation Committee of the Board of Directors

Article 1 In order to regulate the decision-making mechanism of the Board of Directors and improve the corporate governance structure of Industrial and Commercial Bank of China Limited (hereinafter referred to as the "Bank"), the Working Regulations are formulated in accordance with the Company Law of the People's Republic of China, the Commercial Bank Law of the People's Republic of China, the Articles of Association of Industrial and Commercial Bank of China Limited (hereinafter referred to as the "Articles of Association of the Bank") and other applicable laws, administrative regulations, rules and normative documents.

The major responsibilities of the chairman shall include, among others:

1. presiding over the Committee meeting and ensuring effective operation and due performance of duties of the Committee;

2. deciding on agenda of the Committee meetings;

3. ensuring that all members of the Committee have full knowledge of the issues discussed in the meeting and obtain complete and reliable information;

4. ensuring that the Committee reaches a clear conclusion to each proposal which includes passed, rejected and supplementary materials needed;

5. proposing the convening of special meetings;

6. signing resolutions of meetings; and

7. other powers and duties stipulated in the Working Regulations.

1. attending the Committee meetings, actively airing views on the discussed issues, and exercising the right to vote;

2. proposing the items of the Committee meetings;

3. attending relevant meetings of the Bank as observers or visitors, making investigations and researches, and acquiring necessary reports, documents, materials and other relevant information, for the purpose of performing the duties;

4. fully understanding the duties and powers of the Committee as well as the responsibilities as Committee members, being familiar with the operation and management status, business activities and development situation of the Bank relevant to their responsibilities, and ensuring the performance of their duties;

5. fully guaranteeing the working time and capacity for performing their duties; and

6. other duties and powers stipulated in the Working Regulations.

1. formulating performance evaluation measures and compensation plans for directors , and submitting them to the Board of Directors for approval and then to the Shareholders' General Meeting;

2. organizing performance evaluation on directors, proposing the distribution of compensation of directors, and submitting it to the Shareholders' General Meeting for resolution upon the approval of the Board of Directors;

3. formulating and examining evaluation measures and compensation plans for senior management members, evaluating the performances and acts of senior management members, and submitting them to the Board of Directors for approval, and then to the Shareholders' General Meeting if the matter falls within the authority of the Shareholders'

   General Meeting; and

4. other matters required by laws, administrative regulations, rules, relevant regulations of securities regulatory authorities of the locality where the shares of the Bank are listed and as may be authorized by the Board of Directors

The Committee shall study the investigation results and the responses from the senior management members or relevant person in charge; and report its investigation results and recommendations to the Board of Directors.

The meeting notice shall be delivered seven days before convening of the meeting, but with unanimous approval of all Committee members, the above-mentioned notice period could be exempted.

1. Venue and time of the meeting;

2. Period of the meeting;

3. Agenda, discussion items and relevant materials of the meeting;

4. Date of notice.

When needed, persons other than the Committee members, may be invited to attend the Committee meeting.

Each member of the Committee shall have one vote; and the resolutions of the meeting shall be approved through vote by over half of all Committee members.

1. the interested member shall abstain from voting, or other members shall have the right to request him/her to abstain.

2. disputes over the existence of interest shall be resolved by passing a resolution by over half of all attending members (excluding the interested member).

3. the interested member shall not participate in the discussion or vote for or against the proposal which he/she should abstain, and shall leave the meeting place or use other proper methods to abstain.

4. if the Committee could not pass a resolution for a proposal due to the abstention of the interested member, it shall resolve that such proposal be submitted to the Board of Directors for review, and it shall present the proposal to the Board of Directors for review in a timely manner. The Committee shall also specify its progress on the review of the proposal and opinions of members (other than the interested member) on such proposal in the resolution to be submitted to the Board of Directors.

The written meeting minutes based on the audio records shall be sent to all participating members for review within 10 working days after the conclusion of the meeting. Members who request to revise or supplement the minutes shall provide their written comments within 5 working days after receiving the minutes. All participating members and the personnel who prepared the meeting minutes shall sign the final version of meeting minutes.

The meeting minutes shall be regarded as important documents of the Bank and retained by the Secretary of the Board of Directors in accordance with the archive management system of the Bank.