BANK OF CHINA LIMITED 3988 2010 8 26 ** ** *** # Alberto TOGNI # # # * # 1
601988 2010 040 113001 2010 8 26 2010 8 12 2010 8 26 15 15 2010 15 0 0 15 0 0 6035 20022007 20012002 19992001 200720081974 1999 2010 20082008 2000 1972 1974 2
2010 15 0 0 2010 8 26 3
1 2 1% 3 5% 4 4
[2008]22 [2008]120 2010 8 26 5
Statement of Candidate for Independent Director of Bank of China Limited The declarant, JACKSON P. TAI, as the candidate for independent director of the Board of Directors of Bank of China Limited, hereby states that I have no relation with Bank of China Limited (the Company ) that may affect my independence to serve as an independent director of the Company. The detailed statements are as follows: I. I and my direct relatives, and major social relations do not serve in the Company or any of its subsidiaries; II. III. IV. 1% I and my direct relatives are neither shareholders directly or indirectly holding 1% of the outstanding shares of the Company, nor one of the top ten shareholders of the Company; 5% I and my direct relatives do not work for a shareholder who directly or indirectly holds more than 5% outstanding shares of the Company, do not work for any of the top five shareholders of the Company; I have none of the above three circumstances in the recent year; 6
V. I and my direct relatives are not controlling shareholders or actual controllers of the Company, nor are directors (independent directors), supervisors and senior management personnel of any of its subsidiaries; VI. VII. I am not and was not providing financial, legal and consulting services for the Company or any of its subsidiaries or its controlling shareholders now or within the year before nomination; I do not serve in the companies that have major business transactions with the Company or its controlling shareholders or any of their subsidiaries, nor do I work for the controlling shareholders of companies that have business relationship with the Company; VIII. I am not a civil servant and my service as independent director is in compliance with the Civil Servant Law of the People s Republic of China; IX. [2008]22 I am not a state official (other officials or party member) and my service as independent director is in compliance with the Notice on Regulating State Officials Service as Independent Directors and Independent Supervisors of Listed Companies and Fund Management Companies after Resignation or Retirement issued by CPC Central Commission for Discipline Inspection and Organization Department of the CPC Central Committee (No. 22 [2008] of CPC Central Commission for Discipline Inspection); 7
X. I have not received additional and undisclosed other income from the Company or its major shareholders or interested institutions and persons; XI. I meet the requirements on qualifications set forth in the Articles of Association of the Company; XII. There is no circumstances that might prohibit me from serving as director of the Company according to the Company Law of the People s Republic of China; XIII. I hereby guarantee the authenticity, accuracy and completeness of the personal information in my resume provided to Bank of China Limited. 5 Besides, I have not served as independent director in over five listed companies with Bank of China Limited included and I have not served in the Company for over six years in a row. 8
I am fully aware of the responsibilities of independent director, and hereby guarantee that the above statement is true, complete and accurate without any false information or misleading statements, and I fully understand the consequence possibly caused by false statements. Shanghai Stock Exchange may verify my qualifications and independence according to my statement. When I serve as independent director of the company, I will observe the rules, regulations and circulars issued by CSRC and business rules requirements of Shanghai Stock Exchange, accept supervision of the stock exchange, and ensure there is enough time and energy to perform my responsibilities. I will make the judgment independent of major shareholders, actual controllers and other interested units or individuals of the company. Declarant: JACKSON P. TAI Date: August 13, 2010 9
2010 2010 2010 4 12 [2010]148 A 2010 5 27[2010]723 40,000,000,000 AA A40,000,000,000 100100 2010 6 8 90019928421001 223,778,253 39,776,221,747 (2010) 147 2010 6 30 A0 2010 1 22 90019928421001 A 2010 6 8 10
A 2010 6 22 A A 2010 5 A A2010 6 30 39,776,221,747 (2010) 719 A A 2010 8 26 11
39,776,221,747 39,776,221,747 0 0 39,776,221,747 (1) (2) (3) (2)-(1) (%) (4) (2)/(1) 39,776,221,747 39,776,221,747 39,776,221,747 39,776,221,747 0 100% 39,776,221,747 39,776,221,747 39,776,221,747 39,776,221,747 0 1 2 3 12