BANK OF CHINA LIMITED (a joint stock company incorporated in the People s Republic of China with limited liability) (the Bank ) (Stock Code: 3988)

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1 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. This announcement is for information purposes only and does not constitute an invitation or solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities. This announcement is not for distribution, directly or indirectly, in or into the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) or in any jurisdiction in which publication or distribution would be prohibited by applicable law. The securities described in this announcement will be sold in accordance with all applicable laws and regulations. The securities referred to herein have not been and will not be registered under the Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an applicable exemption from, or transaction not subject to, the registration requirements of the Securities Act. No public offering of securities will be made in the United States. BANK OF CHINA LIMITED (a joint stock company incorporated in the People s Republic of China with limited liability) (the Bank ) (Stock Code: 3988) PROPOSED ISSUANCE OF CNY39,940,000,000 U.S. DOLLAR SETTLED 6.75 PER CENT. NON-CUMULATIVE OFFSHORE PREFERENCE SHARES Financial Adviser Lead Managers 1

2 The Board is pleased to announce that the Bank has entered into the Subscription Agreement with the Lead Managers, under which the Lead Managers have agreed severally (and not jointly) to subscribe and pay for, or to procure subscribers to subscribe and pay for, the Offshore Preference Shares in the aggregate par value of CNY39,940,000,000 to be issued by the Bank, on the terms and subject to the conditions set out in the Subscription Agreement. Based on a par value of CNY100 per Offshore Preference Share and a minimum subscription amount of 20,000 Offshore Preference Shares at an issue price of 100 per cent. and an exchange rate of U.S.$1.00 to CNY6.1448, the U.S. dollar subscription amount payable in respect of 20,000 Offshore Preference Shares is approximately U.S.$325,478 and a total number of 399,400,000 Offshore Preference Shares will be issued. All amounts due under, and all claims arising out of or pursuant to, the Offshore Preference Shares from or against the Bank shall be payable and settled in U.S. dollar only. The Offshore Preference Shares are to be issued pursuant to the Articles, the Shareholder Resolutions and the authorisation of the chairman or the president of the Bank. The Offshore Preference Shares when issued will qualify as Additional Tier 1 Capital of the Bank pursuant to the CBRC Capital Regulations. The Offshore Preference Shares will rank pari passu without preference among themselves. On a dissolution and liquidation of the Bank or other return of capital (other than a redemption, reduction or purchase by the Bank of any of its issued shares), the claims of the Offshore Preference Shareholders on the assets of the Bank shall be subordinated to the claims of depositors and general creditors of the Bank, subordinated to the claims of the holders of any Tier 2 Capital Instrument or any other obligations which ranks or is expressed to rank equally with such Tier 2 Capital Instruments, pari passu among the Offshore Preference Shareholders, pari passu among the holders of the Parity Shares and in priority to any claims of the holders of Ordinary Shares and, subject to the terms thereof, with the holders of any other class of shares or obligations or Additional Tier 1 Capital Instruments in issue which rank or are expressed to rank junior to the Offshore Preference Shares. The Offshore Preference Shares have no maturity date. The Bank shall not have any obligation to redeem the Offshore Preference Shares and no Offshore Preference Shareholder has the right to require the Bank to redeem such Offshore Preference Shares. However, subject to the satisfaction of the Redemption Conditions and having obtained the prior approval of the CBRC, all or some only of the Offshore Preference Shares may be redeemed at the discretion of the Bank on 23 October 2019 or any Dividend Payment Date thereafter at the applicable U.S. Dollar Equivalent Amount of the redemption price (as the case may be) as described further in the Conditions for the Offshore Preference Shares. 2

3 Subject to the limitations, discretions and qualifications set out in the Articles and the Conditions of the Offshore Preference Shares (including the Bank s entitlement to cancel dividends pursuant to the Conditions), the Offshore Preference Shares shall entitle the holder thereof to receive noncumulative dividends from and including the Issue Date at the rate of: (A) 6.75 per cent. per annum, in respect of the period from and including the Issue Date to but excluding the First Reset Date, and (B) in respect of the period from and including the First Reset Date and each Reset Date falling thereafter to but excluding the immediately following Reset Date, the applicable Reset Dividend Rate, provided that, in each case, the dividend rate shall not exceed per cent. per annum (being the average ratio of the Bank s annual weighted average return on equity for the two most recent financial years prior to the Issue Date. Any cancellation of dividends (in whole or in part) on the Offshore Preference Shares for any dividend period will on each occasion require a resolution to be passed at a Shareholders meeting of the Bank in accordance with the Conditions. Any such dividends shall accrue from and including the Issue Date at the applicable Dividend Rate on the par value of RMB100 per Offshore Preference Share outstanding, and shall be paid, subject to the limitations, discretions and qualifications set out in the Articles and the Conditions (including the Bank s entitlement to cancel dividends pursuant to the Conditions), annually in arrear on each anniversary of the Issue Date being 23 October From and including the Issue Date and so long as any Offshore Preference Share remains outstanding, the Offshore Preference Shares shall be subject to compulsory conversion into H Shares in accordance with the Conditions for the Offshore Preference Shares if an Additional Tier 1 Capital Instrument Trigger Event or a Tier 2 Capital Instrument Trigger Event occurs. The gross proceeds from the offering of the Offshore Preference Shares will be approximately U.S.$6.5 billion. The Bank expects the net proceeds from the offering of the Offshore Preference Shares, after deducting commissions and offering related expenses, to be approximately U.S.$6.47 billion. Upon approval by relevant regulators, the capital raised from the Offshore Preference Shares issuance will be wholly used to replenish the Bank s Additional Tier 1 Capital and increase its capital adequacy ratio. There are restrictions on the offer and sale of the Offshore Preference Shares in certain jurisdictions including, but not limited to, the United States, the European Economic Area, the United Kingdom, the PRC, Hong Kong, Japan and Singapore, and to persons connected therewith. The Offshore Preference Shares have not been and will not be registered under the Securities Act, or the securities laws of any state of the United States or other jurisdictions and, subject to certain exceptions, may not be offered, sold or delivered within the United States, or to, or for the account or benefit of, U.S. persons (as defined in Regulation S). The securities are being offered only to non-u.s. persons (as defined in Regulation S) outside the United States in offshore transactions in reliance on Regulation S. 3

4 The Offshore Preference Shares are not intended to be sold and should not be sold to retail investors in the European Economic Area, as defined in the rules set out in the Temporary Marketing Restriction (Contingent Convertible Securities) Instrument 2014 (as amended or replaced from time to time) other than in circumstances that do not and will not give rise to a contravention of those rules by any person. Subscription for the Offshore Preference Shares is being limited to potential investors who are professional investors which subscribe for or purchase at least a minimum subscription amount of 20,000 Offshore Preference Shares and integral multiples of 100 Offshore Preference Shares. The Offshore Preference Shares in the Bank should only be bought and traded in the secondary market by persons who are professional investors and are particularly knowledgeable in investment matters and can afford to lose their investment. Application has been made to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Offshore Preference Shares issued to professional investors only and such permission is expected to become effective on 24 October A further announcement will be made before listing of and dealings in the Offshore Preference Shares commence. The Bank has been assigned a long term rating of A1 by Moody s and both Foreign Currency and Local Currency Long Term rating of A by S&P whereas the Offshore Preference Shares are expected to be rated Ba2 by Moody s and BB- by S&P. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. Prospective investors should evaluate each rating independently of any other rating of the Offshore Preference Shares or other securities of the Bank. The Articles and the Conditions are written in Chinese. Should any inconsistencies occur between (i) on the one hand, the Articles and the Conditions in Chinese and (ii) on the other hand, any translations of the Articles and the Conditions, the Chinese version of the Articles and the Conditions shall prevail. In addition, should any inconsistencies occur between the Articles and the Conditions, the Articles shall prevail. Completion of the Subscription Agreement and issue of the Offshore Preference Shares is subject to the satisfaction and/or waiver of the conditions precedent therein. In addition, the Subscription Agreement and issue of the Offshore Preference Shares may be terminated in certain circumstances. Accordingly, shareholders and potential investors are advised to exercise caution when dealing in the H Shares. The Board is pleased to announce that the Bank has entered into the Subscription Agreement with the Lead Managers, under which the Lead Managers have agreed severally (and not jointly) to subscribe and pay for, or to procure subscribers to subscribe and pay for, the Offshore Preference Shares in the aggregate par value of CNY39,940,000,000 to be issued by the Bank, on the terms and subject to the conditions set out in the Subscription Agreement. 4

5 The Offshore Preference Shares are to be issued pursuant to the Articles, the Shareholder Resolutions and the authorisation of the chairman or the president of the Bank. The Offshore Preference Shares when issued will qualify as Additional Tier 1 Capital of the Bank pursuant to the CBRC Capital Regulations. The Bank has made supplemental amendments to the Articles pursuant to the authorisation granted at the Shareholders meeting on 12 June 2014, which has been further approved by the CBRC. Please refer to the announcement of the Bank dated 14 August 2014 titled Announcement Regarding the Approval of the Amendments to the Articles of Association and the Issuance of Preference Shares by the China Banking Regulatory Commission for further details. All amounts due under, and all claims arising out of or pursuant to, the Offshore Preference Shares from or against the Bank shall be payable and settled in U.S. dollar only. There are restrictions on the offer and sale of the Offshore Preference Shares in certain jurisdictions including, but not limited to, the United States, the European Economic Area, the United Kingdom, the PRC, Hong Kong, Japan and Singapore, and to persons connected therewith. The Offshore Preference Shares have not been and will not be registered under the Securities Act, or the securities laws of any state of the United States or other jurisdictions and, subject to certain exceptions, may not be offered, sold or delivered within the United States, or to, or for the account or benefit of, U.S. persons (as defined in Regulation S). The securities are being offered only to non-u.s. persons (as defined in Regulation S) outside the United States in offshore transactions in reliance on Regulation S. Application has been made to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Offshore Preference Shares issued to professional investors only and such permission is expected to become effective on 24 October A further announcement will be made before listing of and dealings in the Offshore Preference Shares commence. THE SUBSCRIPTION AGREEMENT Date 15 October 2014 Parties (i) the Bank as issuer; and (ii) BOCI Asia Limited, BNP Paribas, China Merchants Securities (HK) Co., Limited, CITIC Securities Corporate Finance (HK) Limited, Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited, The Hongkong and Shanghai Banking Corporation Limited, Morgan Stanley & Co. International plc and Standard Chartered Bank as Lead Managers 5

6 Subscription Subject to the fulfilment of the conditions set out below in the section headed Conditions Precedent to the Subscription, the Lead Managers have agreed severally (and not jointly) to subscribe and pay for, or to procure subscribers to subscribe and pay for, the Offshore Preference Shares in the aggregate par value of CNY39,940,000,000 to be issued by the Bank. The Bank expects that the issuance of the Offshore Preference Shares will be completed on the Issue Date. Based on a par value of CNY100 per Offshore Preference Share and a minimum subscription amount of 20,000 Offshore Preference Shares at an issue price of 100 per cent. and an exchange rate of U.S.$1.00 to CNY6.1448, the U.S. dollar subscription amount payable in respect of 20,000 Offshore Preference Shares is approximately U.S.$325,478 and a total number of 399,400,000 Offshore Preference Shares will be issued. All amounts due under, and all claims arising out of or pursuant to, the Offshore Preference Shares from or against the Bank shall be payable and settled in U.S. dollar only. Subscribers To the best of the Bank s knowledge, information and belief, the Lead Managers are not connected persons (as defined in the Hong Kong Listing Rules) of the Bank. The Lead Managers have informed the Bank that no less than 6 qualified placees are intended to be procured by them for the Offshore Preference Shares but subject to a maximum limit of 200 qualified investors for the Offshore Preference Shares. To the best of the Bank s knowledge, information and belief, each of the placees (and its respective ultimate beneficial owners) are not connected persons (as defined in the Hong Kong Listing Rules) of the Bank. The Offshore Preference Shares are not intended to be sold and should not be sold to retail investors in the European Economic Area, as defined in the rules set out in the Temporary Marketing Restriction (Contingent Convertible Securities) Instrument 2014 (as amended or replaced from time to time) other than in circumstances that do not and will not give rise to a contravention of those rules by any person. Subscription for the Offshore Preference Shares is being limited to potential investors who are professional investors which subscribe for or purchase at least a minimum subscription amount of 20,000 Offshore Preference Shares and integral multiples of 100 Offshore Preference Shares. The Offshore Preference Shares in the Bank should only be bought and traded in the secondary market by persons who are professional investors and are particularly knowledgeable in investment matters and can afford to lose their investment. 6

7 Conditions Precedent to the Subscription The obligations of the Lead Managers to subscribe and pay for the Offshore Preference Shares are conditional on, among others, the following conditions precedent: 1. Closing documents: The Lead Managers shall only be under obligation to subscribe or procure subscribers to subscribe, and pay for the Offshore Preference Shares if they receive on (or, in the case of the documents referred to in sub-paragraph (d), on or before) the Issue Date: (a) Legal opinions: certain legal opinions dated the Issue Date, in each case in a form acceptable to the Lead Managers; (b) Closing certificate: a closing certificate dated the Issue Date, addressed to the Lead Managers, signed by a Director or other equivalent senior officer on behalf of the Bank in the form set out in the Subscription Agreement; (c) Comfort letters: comfort letters dated the date of the Subscription Agreement and addressed to the Bank and the Lead Managers from PricewaterhouseCoopers and Ernst & Young, certified public accountants, in a form acceptable to the Lead Managers and a comfort letter dated the Issue Date and addressed to the Bank and the Lead Managers from Ernst & Young, certified public accountants, in a form acceptable to the Lead Managers; (d) Authorisation: copies of the relevant corporate authorisations of the Bank in relation to the issue of the Offshore Preference Shares and related matters thereto; 2. Issue documentation: the Issue Documents and the fee letters are executed on or before the Issue Date by or on behalf of all parties thereto; 3. No material adverse change: since the date of the Subscription Agreement, there having been no adverse change, or any development involving an adverse change, in the condition (financial or otherwise), affairs or prospects of the Bank or any of its Subsidiaries that is material in the context of the issue or offering of the Offshore Preference Shares; 4. Accuracy of representations and warranties: (i) the representations and warranties by the Bank in the Subscription Agreement are true and accurate on the date of the Subscription Agreement and on each date on which they are deemed to be repeated and would be true and accurate if they were repeated on the Issue Date with reference to the facts and circumstances then subsisting; and (ii) the Bank has performed all of its obligations under the Subscription Agreement to be performed on or before the Issue Date; 5. Regulatory approvals: a copy of each of the approvals by CSRC and CBRC for the issue of the Offshore Preference Shares; 7

8 6. Listing: (i) the Hong Kong Stock Exchange having agreed, subject to any conditions reasonably satisfactory to the Lead Managers, to list the Offshore Preference Shares (or, in each case, the Lead Managers being reasonably satisfied that such listing will be granted) and (ii) approval has been obtained from the Hong Kong Stock Exchange for the listing of the H shares issuable on a compulsory conversion of the Offshore Preference Shares on the Hong Kong Stock Exchange; 7. Confirmation of ratings: confirmation of the ratings of the Offshore Preference Shares from Moody s and S&P; 8. No adverse change of rating: since the date of the Subscription Agreement, no internationally recognised rating agency having, in respect of any securities of the Bank, issued any notice (i) downgrading such securities, (ii) indicating that it intends to downgrade, or is considering the possibility of downgrading, such securities or (iii) indicating that it is reconsidering the rating of such securities without stating that this is with a view to upgrading them; and 9. Other Documents: the execution and delivery (as the case may be) of any other approvals, certificates or documents as the Lead Managers may reasonably request in form and substance satisfactory to the Lead Managers, provided, however, that the Lead Managers may, at their discretion, waive satisfaction of any of the conditions precedent specified in the paragraphs above other than the condition precedent in relation to the listing of such H Shares issuable on a compulsory conversion of the Offshore Preference Shares on the Hong Kong Stock Exchange. Termination of the Subscription The Lead Managers (excluding BOCI Asia Limited) may give a termination notice to the Bank at any time prior to the payment of the net proceeds of the issue of the Offshore Preference Shares to the Bank on the Issue Date if: 1. any representation and warranty by the Bank in the Subscription Agreement is or proves to be untrue or incorrect on the date of the Subscription Agreement or on any date on which it is deemed to be repeated. 2. the Bank fails to perform any of its obligations under the Subscription Agreement; 3. any of the conditions precedent stated above is not satisfied or waived by the Lead Managers on the Issue Date; or 4. since the date of the Subscription Agreement there has been, in the opinion of the Lead Managers, such a change or any development involving a prospective change, in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would in their view be likely to prejudice materially the success of the offering and distribution of the Offshore Preference Shares or dealings in the Offshore Preference Shares in the secondary market. 8

9 PRINCIPAL TERMS OF THE OFFSHORE PREFERENCE SHARES The Articles and the Conditions are written in Chinese. Should any inconsistencies occur between (i) on the one hand, the Articles and the Conditions in Chinese and (ii) on the other hand, any translations of the Articles and the Conditions, the Chinese version of the Articles and the Conditions shall prevail. In addition, should any inconsistencies occur between the Articles and the Conditions, the Articles shall prevail. The principal terms of the Offshore Preference Shares are summarised as follows: Issuer/Bank Description Issue Price of the Offshore Preference Shares Form and Denomination Maturity Date Currencies for Settlement Bank of China Limited CNY39,940,000,000 U.S. Dollar Settled 6.75 per cent. Non- Cumulative Offshore Preference Shares 100 per cent. The Offshore Preference Shares will be issued in registered form. The Offshore Preference Shares will be issued with a minimum subscription amount of 20,000 Offshore Preference Shares and integral multiples of 100 Offshore Preference Shares in excess thereof. The Offshore Preference Shares have no maturity date. The Bank shall not have any obligation to redeem the Offshore Preference Shares and no Offshore Preference Shareholder has the right to require the Bank to redeem such Offshore Preference Shares. All amounts due under, and all claims arising out of or pursuant to, the Offshore Preference Shares from or against the Bank shall be payable and settled in U.S. dollars only. Based on a par value of CNY100 per Offshore Preference Share and a minimum subscription amount of 20,000 Offshore Preference Shares at an issue price of 100 per cent. and an exchange rate of U.S.$1.00 to CNY6.1448, the U.S. dollar subscription amount payable in respect of 20,000 Offshore Preference Shares is approximately U.S.$325,478 9

10 Status Entitlement to Dividend On a dissolution and liquidation of the Bank or other return of capital (other than a redemption, reduction or purchase by the Bank of any of its issued shares), the claims of the Offshore Preference Shareholders on the assets of the Bank shall be subordinated to the claims of depositors and general creditors of the Bank, subordinated to the claims of the holders of any Tier 2 Capital Instrument or any other obligations which ranks or is expressed to rank equally with such Tier 2 Capital Instruments, pari passu among the Offshore Preference Shareholders, pari passu with the holders of the Parity Shares and in priority to any claims of the Ordinary Shareholders and, subject to the terms thereof, with the holders of any other class of shares or obligations or any other Additional Tier 1 Capital Instruments in issue which rank or are expressed to rank junior to the Offshore Preference Shares. Subject to the limitations, discretions and qualifications set out in the Articles and the Conditions of the Offshore Preference Shares (including the Bank s entitlement to cancel dividends pursuant to the Conditions), each Offshore Preference Share shall entitle the holder thereof to receive non-cumulative dividends on the condition that (a) the Bank s capital adequacy ratios meet applicable regulatory requirements and (b) after recovering accumulated losses of the previous year and after the Bank has made allocations to its statutory common reserve fund and general reserves, there are distributable after-tax profits as stated in the Bank s company financial statements. Such dividend shall be paid in priority to the payment of any dividend or other distributions to any Ordinary Shareholders but pari passu among the Offshore Preference Shareholders and pari passu with the holders of any Parity Shares and in priority to, subject to the terms thereof, with the holders of any other class of shares or obligations or Additional Tier 1 Capital Instruments in issue which rank or are expressed to rank junior to the Offshore Preference Shares. 10

11 The Bank shall be entitled to cancel, under any circumstances, any dividend (in whole or in part) on the Offshore Preference Shares for any Dividend Period, and such cancellation shall not constitute a default. The Bank may at its discretion use the funds arising from the cancellation of such dividend to repay other indebtedness due and payable. If any dividend for any Dividend Period is cancelled in respect of the Offshore Preference Shares, such cancelled dividend shall not be carried forward to the following Dividend Period and such Offshore Preference Shareholders shall have no claim against the Bank in respect of such non-payment. Restrictions Following Cancellation of Dividends Any cancellation of dividends (in whole or in part) on the Offshore Preference Shares for any Dividend Period will on each occasion require a resolution to be passed at a Shareholders meeting of the Bank. The Bank undertakes that any Shareholders resolution which cancels a dividend (in whole or in part) on the Offshore Preference Shares will be a Parity Shares Dividends Cancellation Resolution and undertakes that it will not propose to any Shareholders meeting a resolution to cancel any dividend on the Offshore Preference Shares which is not a Parity Shares Dividends Cancellation Resolution. If a Shareholders meeting passes a Parity Shares Dividends Cancellation Resolution, the Bank shall not distribute any dividend on the Ordinary Shares or on any other class of shares or obligations or Additional Tier 1 Capital Instruments which rank or are expressed to rank junior to the Offshore Preference Shares from the next day following the date of such resolution until the first date after a dividend payable on the Offshore Preference Shares has been distributed in whole. Except for such restriction on the distribution of dividends on Ordinary Shares and on any other class of shares or obligations or any Additional Tier 1 Capital Instruments which rank or are expressed to rank junior to the Offshore Preference Shares, such cancellation of dividends on the Offshore Preference Shares shall not impose any other restrictions on the Bank. 11

12 Rate of Dividend The Dividend Rate shall be: (A) 6.75 per cent. per annum, in respect of the period from and including the Issue Date to but excluding the First Reset Date; and (B) in respect of the period from and including the First Reset Date and each Reset Date falling thereafter to but excluding the immediately following Reset Date, the relevant Reset Dividend Rate applicable to the Offshore Preference Shares, provided that, in each case, the Dividend Rate shall not exceed per cent. per annum (being the average ratio of the Bank s annual weighted average return on equity for the two most recent financial years prior to the Issue Date). Dividend Payment Date Optional Redemption Dividend shall accrue from and including the Issue Date at the applicable Dividend Rate on the par value of CNY100 per Offshore Preference Share outstanding and shall be paid, subject to the limitations, discretions and qualifications set out in the Articles and the Conditions (including the Bank s entitlement to cancel dividends pursuant to the Conditions), annually in arrear in U.S. dollars at their U.S. Dollar Equivalent Amount on each anniversary of the Issue Date being 23 October Subject to the satisfaction of the Redemption Conditions and having obtained the prior approval of the CBRC, all or some only of the Offshore Preference Shares may be redeemed at the discretion of the Bank on 23 October 2019 or any Dividend Payment Date thereafter at the U.S. Dollar Equivalent Amount of the Redemption Price per Offshore Preference Share on the Bank giving the Redemption Notice to the Fiscal Agent and the Offshore Preference Shareholders with not less than 30 days prior notice (which notice shall be irrevocable) and concurrently making a public announcement of the details of such Redemption Notice. 12

13 Compulsory Conversion From and including the Issue Date and so long as the Offshore Preference Shares remain outstanding: (a) if an Additional Tier 1 Capital Instrument Trigger Event occurs, the Bank shall (upon having notified and obtained the consent of the CBRC but without any requirement for the consent of the Offshore Preference Shareholders), on giving notice to the Fiscal Agent and the Offshore Preference Shareholders, irrevocably and compulsorily convert with effect from the Compulsory Conversion Date all or some only of such Offshore Preference Shares into H Shares in an amount at least equal to the Compulsory Conversion Amount; and/or (b) if a Tier 2 Capital Instrument Trigger Event occurs, the Bank shall (without any requirement for the consent of the Offshore Preference Shareholders), on giving notice to the Fiscal Agent and the Offshore Preference Shareholders, irrevocably and compulsorily convert with effect from the Compulsory Conversion Date all but not some only of such Offshore Preference Shares into H Shares. In accordance with the Conditions, any such compulsory conversion of the Offshore Preference Shares upon the occurrence of a Trigger Event will take place as follows: (1) concurrently and ratably with the conversion into equity, or the cancellation or reduction of all or some other Additional Tier 1 Capital Instruments, subject to the terms thereof, that are capable of being converted, cancelled or reduced; and (2) prior to the conversion into equity, or the cancellation or reduction of any Tier 2 Capital Instrument that is capable of being converted, cancelled or reduced. Compulsory Conversion Price The initial Compulsory Conversion Price (at which H Shares will be issued upon) for any compulsory conversion of the Offshore Preference Shares shall be HK$3.44 per H Share, being the average trading price of H Shares in the 20 trading days prior to the announcement date of the Board resolution dated 13 May 2014 with respect to the issuance of Offshore Preference Shares. 13

14 The initial Compulsory Conversion Price represents: (i) a discount of approximately 1.71% over the closing price of HK$3.50 per H Share as quoted on the Hong Kong Stock Exchange on the Last Trading Day; (ii) a discount of approximately 1.66% over the average closing price of HK$3.498 per H Share for the last five consecutive Trading Days up to and including the Last Trading Day; and (iii) a discount of approximately 1.80% over the average closing price of HK$3.503 per H Share for the last ten consecutive Trading Days up to and including the Last Trading Day. The number of H Shares issuable upon a compulsory conversion of the Offshore Preference Shares shall be determined by reference to the then Compulsory Conversion Price (expressed in Renminbi using the fixed exchange rate of HK$1.00 to RMB ) in effect on the relevant Compulsory Conversion Date. The Compulsory Conversion Price will be subject to adjustment if (a) the Bank shall issue any H Shares credited as fully paid to holders of H Shares by way of a distribution of bonus shares or a capitalisation issue, (b) the Bank shall issue any H Shares by way of a rights issue, (c) the Bank shall issue (other than by way of a rights issue) any H Shares (other than H Shares issued on the exercise of any rights of conversion into, or exchange or subscription for H Shares) at a price per H Share which is less than the Current Market Price per H Share on the date of the announcement of the terms of such issue or grant and (d) the Bank repurchases any of its Ordinary Shares, or is subject to a merger, division or any other circumstances that may lead to any change in the Bank s share classes, number and/or Shareholders equity and thereby affect the rights and interests of the Offshore Preference Shareholders. Voting Rights Pursuant to the Articles, Preference Shareholders have no right to attend any Shareholders meeting, nor do their Preference Shares carry voting rights in any Shareholders meeting except under certain circumstances. Only under certain circumstances as specified in the Articles and the Conditions in respect of the Offshore Preference Shares may the Preference Shareholders attend the Shareholders meetings and vote on the relevant matters as holders of a separate class of shares from Ordinary Shareholders. In this case, each Preference Share shall have one vote, but the Preference Shares held by, or on behalf of, the Bank shall have no voting rights. 14

15 According to the Articles, if a Voting Rights Recovery Event occurs, such Offshore Preference Shareholders shall have the same right to attend and vote at Shareholders meetings as Ordinary Shareholders from the date immediately following the day of the relevant Shareholders meeting which approves the non-payment of such dividends on the Offshore Preference Shares which triggers the Voting Rights Recovery Event. Withholding Tax All payments in respect of Offshore Preference Shares will be made free and clear of withholding taxes of the PRC, unless the withholding is required by law. In that event, the Bank will (subject to certain customary exceptions as described in the Conditions) pay such additional amounts as will result in the Offshore Preference Shareholders receiving such amounts as they would have received in respect of such Offshore Preference Shares, had no such withholding been required. Investors may be subject to PRC taxation for dividends received and gains realised in connection with the Bank s Offshore Preference Shares. Governing Law Language Rating The relationship with the Domestic Preference Shares PRC law. The Articles and the Conditions are written in Chinese. Should any inconsistencies occur between (i) on the one hand, the Articles and the Conditions in Chinese and (ii) on the other hand, any translations of the Articles and the Conditions, the Chinese version of the Articles and the Conditions shall prevail. In addition, should any inconsistencies occur between the Articles and the Conditions, the Articles shall prevail. The Bank has been assigned a long term rating of A1 by Moody s and both Foreign Currency and Local Currency Long Term rating of A by S&P whereas the Offshore Preference Shares are expected to be rated Ba2 by Moody s and BB- by S&P. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. Prospective investors should evaluate each rating independently of any other rating of the Offshore Preference Shares or other securities of the Bank. The issuance of Domestic Preference Shares approved at the Shareholders meeting on 12 June 2014 and the issuance of the Offshore Preference Shares are independent from each other, and one does not constitute a condition for the other. If either of the issuances fails, this will not have any impact on the implementation of the other issuance. 15

16 APPLICATION FOR LISTING Application has been made to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Offshore Preference Shares issued to professional investors only and such permission is expected to become effective on 24 October A further announcement will be made before listing of and dealings in the Offshore Preference Shares commence. REASONS FOR THE ISSUANCE AND USE OF PROCEEDS The Group is one of the largest state-owned commercial banks in the PRC, which owns a unique and comprehensive financial service platform. Aside from the commercial banking business which includes corporate banking, personal banking and financial market business, the Group also operates its investment banking business through BOC International Holdings Limited and BOC International (China) Limited, its insurance business through Bank of China Group Insurance Company Limited, BOC Group Life Assurance Company Limited and Bank of China Insurance Company Limited, its fund management business through Bank of China Investment Management Co., Ltd., and its direct investment and investment management business through the Bank of China Group Investment Limited. The gross proceeds from the offering of the Offshore Preference Shares will be approximately U.S.$6.5 billion. The Bank expects the net proceeds from the offering of the Offshore Preference Shares, after deducting commissions and offering related expenses, to be approximately U.S.$6.47 billion. Upon approval by relevant regulators, the capital raised from the Offshore Preference Shares issuance will be wholly used to replenish the Bank s Additional Tier 1 Capital and increase its capital adequacy ratio. The Board considers that the proposed issuance of the Offshore Preference Shares is in the interests of the Bank and the Shareholders as a whole. FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS The Bank has not carried out any issue of equity securities for fund-raising purposes during the 12 months immediately preceding the date of this announcement. The issuance of Domestic Preference Shares approved at the annual general meeting on 12 June 2014 and the issuance of the Offshore Preference Shares are independent from each other, and one does not constitute a condition for the other. If either of the issuances fails, this will not have any impact on the implementation of the other issuance. 16

17 GENERAL MANDATE By a resolution of the Shareholders passed at the annual general meeting held on 12 June 2014, the Bank granted a general mandate to the Board to allot and issue up to 20% of the aggregate number of then existing H Shares, being 16,724,455,279 H Shares. The H Shares issuable upon a compulsory conversion of the Offshore Preference Shares will be issued under such general mandate. At the date of this announcement, there has been no issue of H Shares under such general mandate. An application will be made to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the H Shares issuable upon a compulsory conversion of the Offshore Preference Shares pursuant to the Conditions. CAPITAL POSITION OF THE BANK Impacts on Share Capital In accordance with the requirements of the CBRC Capital Regulations, the Offshore Preference Shares are subject to compulsory conversion by the Bank into H Shares upon the occurrence of a Trigger Event (without any requirement for the consent of the Offshore Preference Shareholders). Under normal conditions, the issuance of the Offshore Preference Shares will not affect the total number of the Ordinary Shares of the Bank. However, if a Trigger Event occurs, the Offshore Preference Shares will be compulsorily converted to H Shares in whole or in part and thus the number of H Shares of the Bank will be increased. Assuming a Trigger Event occurs and RMB39.94 billion in aggregate par value of Offshore Preference Shares are compulsorily converted in full at the initial Compulsory Conversion Price, the H Shares issuable upon such compulsory conversion of the Offshore Preference Shares would not exceed 14,604,542,341 H Shares, representing approximately 5.22% of the issued share capital of the Bank as at 30 September 2014 and approximately 4.97% of the issued share capital of the Bank as at 30 September 2014 as enlarged by the issue of the H Shares upon compulsory conversion of the Offshore Preference Shares in full. Assuming a Trigger Event occurs and RMB39.94 billion, which include the Offshore Preference Shares issued in this issuance are compulsorily converted in full at the initial Compulsory Conversion Price, the Bank s share capital structure would be affected as follows: After the compulsory conversion As at 30 September 2014 Proportion in the Total Share of the Offshore Preference Shares Proportion in the Total Share Share Capital Shares (million) Capital (%) Shares (million) Capital (%) A Shares 195, % 195, % H Shares 83, % 98, % Total 279, % 294, % 17

18 As at 30 September 2014, Huijin, the controlling shareholder of the Bank, held 189,179,033,607 A Shares of the Bank, representing approximately 67.68% of the total shares of the Bank outstanding. After the compulsory conversion of the Offshore Preference Shares in full based on the abovementioned assumptions, assuming other conditions remain unchanged, Huijin s shareholding would be decreased to approximately 64.32% and will remain as the controlling shareholder (as defined under the Hong Kong Listing Rules) of the Bank. Impact on Net Assets The Bank intends to raise funds of no more than RMB40 billion in aggregate through the issuance of the Offshore Preference Shares approved by the resolutions adopted at the Shareholders meeting of the Bank on 12 June Accordingly, the net assets of the Bank are expected to be increased by up to RMB40 billion (not considering issuance expenses). Impact on Return on Equity and Basic Earnings per Share In accordance with the Accounting Standards for Business Enterprises No. 34 Earnings per Share, the Standards for Content and Format of Information Disclosure of Companies Issuing Securities Publicly No. 9 Calculation and Disclosure of Return on Equity and Earnings per Share (amended in 2010), the Provisions on the Distinction between Financial Liabilities and Equity Instruments and the Relevant Accounting Treatments and other applicable rules and regulations, return on equity and basic earnings per share shall be calculated based on such corresponding amount of net profits, net assets and other relevant accounts as may be attributable to the Ordinary Shareholders, that is, the numerator shall be the net profit attributable to the Ordinary Shareholders (i.e. the net profit gained in the year and attributable to the owner of the parent company less the dividends of the Preference Shares declared to be distributed in the current period). Therefore, if the benefits to be realised by the issuance of the Offshore Preference Shares are completely put aside, the Bank s weighted average return on equity and basic earnings per share will fall with respect to the Ordinary Shareholders. On the other hand, if the Bank keeps the current capital operation efficiency, the benefits to be generated by the use of the raised funds will accordingly improve the level of operating income and net profits and thus increase the weighted average return on equity and basic earnings per share. 18

19 Impacts on the Bank s Regulatory Indicators The CBRC Capital Regulations was implemented on 1 January 2013, which required commercial banks to satisfy the stipulated regulatory requirements on capital adequacy ratio before the end of The regulatory requirements on capital adequacy ratio included the minimum capital requirement, the reserve capital requirement, the countercyclical capital requirement, the supplementary capital requirement on systemically important banks and the pillar 2 capital requirement are as follows: Items Minimum capital requirement Reserve capital requirement Common Equity Tier 1 Capital Adequacy Ratio Tier 1 Capital Adequacy Ratio Capital Adequacy Ratio Countercyclical capital requirement Supplementary capital requirement on systemically important banks Regulatory Requirements 5% 6% 8% The reserve capital requirement will be gradually introduced during the transition period, which is 0.5% at the end of 2013, 0.9% at the end of 2014, 1.3% at the end of 2015, 1.7% at the end of 2016, 2.1% at the end of 2017 and 2.5% at the end of 2018 and is satisfied through Common Equity Tier 1 Capital 0-2.5% of the risk-weighted assets and to be satisfied through Common Equity Tier 1 Capital Domestic systemically important banks: 1% of the risk-weighted assets and to be satisfied through Common Equity Tier 1 Capital Global systemically important banks: 1-2.5% of the risk-weighted assets and to be satisfied through Common Equity Tier 1 Capital Pillar 2 capital requirement To be raised by CBRC under the pillar 2 framework The funds raised by this issuance of the Offshore Preference Shares will be wholly used to replenish the Additional Tier 1 Capital of the Bank subject to applicable laws and approval of regulatory authorities. 19

20 Based on the issuance of the maximum amount of RMB40 billion in Offshore Preference Shares issuable pursuant to the resolutions adopted at the Shareholders meeting of the Bank on 12 June 2014, the impact of the issuance of such maximum amount of Offshore Preference Shares on various regulatory indicators of the Bank would be as follows (on a consolidated basis): As at 31 December 2013 After issuance Before issuance (simulated) Net common equity tier 1 capital (RMB million) 912, ,948 Net tier 1 capital (RMB million) 913, ,646 Net capital (RMB million) 1,173,347 1,213,347 Risk-weighted assets (RMB million) 9,418,726 9,418,726 Common Equity Tier 1 Capital Adequacy Ratio 9.69% 9.69% Tier 1 Capital Adequacy Ratio 9.70% 10.12% Capital Adequacy Ratio 12.46% 12.88% WAIVER FROM STRICT COMPLIANCE WITH THE HONG KONG LISTING RULES To facilitate the listing of the Offshore Preference Shares, the Bank has applied to, and has been granted applicable waivers by, the Hong Kong Stock Exchange from strict compliance with the following provisions of the Hong Kong Listing Rules: Offshore Preference Shares as selectively marketed securities to professional investors only As the Offshore Preference Shares are equity securities which are marketed and placed as selectively marketed securities to professional investors only, the Bank has applied to, and has been granted applicable waivers by, the Hong Kong Stock Exchange from strict compliance with the following rules of the Hong Kong Listing Rules to the extent such rules are not applicable or inconsistent with the issuance of the Offshore Preference Shares. Rule 7.10: Placing guidelines in respect of placements of securities to the general public Rule 8.08(2): Requirement of an adequate spread of holders Rule 9.23(2)(a): Requirement for marketing statements from the lead broker, any distributor(s) and every Exchange Participant (as defined under the Hong Kong Listing Rules) with whom the securities are placed First part of paragraph 3 and paragraphs 4, 5, 6, 8 and 10 of Appendix 6: Placing guidelines in respect of placements of securities to the general public Rule 8.07: Requirement of adequate market and sufficient public interest for the securities 20

21 Rule 8.08: Requirement of an open market for the securities Rules 11.12, 19A.26(1) and paragraph 2 of Appendix 1B: Requirement for a directors statement of responsibility in respect of information contained in the listing document Rules 2.07C(1)(b)(i), 2.07C(4)(b), 2.07C(6), and 12.07: Requirements that the listing document should be made available to the public and be accompanied by a Chinese translation Rules to 12.05: Requirements in respect of the timing, publication format and information to be disclosed in the formal notice for placings of securities and the requirement that such formal notice be accompanied by a Chinese translation Paragraphs 6(1) and 6(3) of Appendix 1B: Requirement that details of the exchanges on which other debt securities are listed and particulars of the dealing and settlement arrangements on each such exchange and between such exchanges be disclosed in the listing document Paragraph 13 of Appendix 1B: Requirement that a statement of the net tangible asset backing for each class of security for which listing is sought be disclosed in the listing document Paragraph 30 of Appendix 1B: Requirement that a working capital statement by the directors in respect of a period at least 12 months to be disclosed in the listing document Paragraph 32 of Appendix 1B: Requirement that the directors provide a statement of no material adverse change in the listing document Paragraph 39 of Appendix 1B: Requirement that particulars of directors service contracts be disclosed in the listing document Paragraphs 40(1) and 40(2) of Appendix 1B: Requirement that particulars of interests of directors in assets of the issuer and contracts or arrangements of significance be disclosed in the listing document Offshore Preference Shares as over-the-counter traded securities As the Offshore Preference Shares are over-the-counter traded securities which will not constitute securities eligible for deposit, clearance and settlement in the Central Clearing and Settlement System operated by HKSCC, the Bank has applied to, and has been granted applicable waivers by, the Hong Kong Stock Exchange from strict compliance with the following rules of the Hong Kong Listing Rules to the extent such rules are not applicable or inconsistent with the issuance of the Offshore Preference Shares. Rules 8.13A and 9.21(2): Requirement that the securities must be admitted as Eligible Securities (as defined in the Hong Kong Listing Rules) by HKSCC Rules 8.16 and 19A.13(3)(a): Requirement that an approved share registrar be appointed to maintain in Hong Kong the register of members for the securities 21

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