APPENDIX IX STATUTORY AND GENERAL INFORMATION 1

APPENDIX IX STATUTORY AND GENERAL INFORMATION

1. FURTHER INFORMATION ABOUT US

A. Incorporation

A1A(5)

A1A(6)

s342

LR8.02

We were incorporated under the PRC laws as a joint stock limited company with limited liability

on August 26, 2004. We established a place of business in Hong Kong at Bank of China Tower,

1 Garden Road, Central, Hong Kong and have been registered as an oversea company under Part XI

of the Hong Kong Companies Ordinance. Mr. Yeung Jason Chi Wai, care of 52/F, Bank of China

Tower, 1 Garden Road, Central, Hong Kong, has been appointed as our agent for the acceptance of

service of process in Hong Kong.

B. Changes in share capital

A1A(26)(1),(2)

A1A(23)(1)

LR19A.42(55)(1)

LR19A.42(55)(3)

LR19A.42(55)(4)

3rd Sch 2

(a) Our bank

At the time of the establishment as a joint stock limited company, our registered capital was

RMB 186,390,352,497.83, divided into 186,390,352,497 Shares, all of which were fully paid up or

credited as fully paid up and were held by our promoter as follows:

Percentageof shareholding in the

Number of share capital ofName of promoter Domestic Shares our Company

HuijinÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 186,390,352,497 100%

During the two years prior to the date of this prospectus, we recorded the following changes in

our share capital:

¬ on December 31, 2005, Huijin transferred 10,471,368,118 Shares to RBS China for the

consideration of US$1.52 billion;

¬ on December 31, 2005, Huijin transferred 1,688,930,342 Shares to UBS AG for the

consideration of US$246 million; and

¬ on December 31, 2005, Huijin transferred 101,335,820 Shares to ADB for the consideration

of US$15 million.

¬ on December 31, 2005, RBS China subscribed for 10,471,368,118 Shares for the

consideration of US$1.52 billion;

¬ on December 30, 2005, AFH subscribed for 10,471,368,118 Shares for the consideration of

US$1.52 billion;

¬ on December 31, 2005, UBS AG subscribed for 1,688,930,342 Shares for the consideration

of US$246 million; and

¬ on December 31, 2005, ADB subscribed for 405,343,282 Shares for the consideration of

US$59 million; and

¬ on March 8, 2006, SSF subscribed for 8,514,415,652 Shares for the consideration of

RMB10 billion.

Following these transactions, our registered capital was increased to RMB 217,941,778,009

divided into 217,941,778,009 Shares of RMB 1.00 each.

Immediately after the Global OÅering, our registered capital will be RMB 246,962,127,209, made

up of 246,962,127,209 Shares of RMB 1.00 each (assuming the Over-Allotment Option is not

exercised).

IX-1


A1A(26)

3rd Sch 29

(b) Our subsidiaries

Our principal subsidiaries are referred to in the Accountants' Report, the text of which is set out

in Appendix I to this prospectus.

The following alterations in the registered share capital of our principal subsidiaries have taken

place within the two years preceding the date of this prospectus:

¬ On September 28, 2004, the authorized capital of Bank of China Group Insurance Limited

was increased from HK$700,000,000 divided into 70,000,000 shares of HK$10 each to

HK$1,000,000,000 divided into 100,000,000 of HK$10 each by the creation of 30,000,000

shares of HK$10 each, such new shares to rank in all respects pari passu with the existing

shares of the company;

¬ On February 16, 2004, BOC Hong Kong (Group) Limited purchased 5,350,000,000 of its

own shares of HK$1.00 each from our bank, and consequently, the paid-in capital of BOC

Hong Kong (Group) Limited was reduced from HK$40,155,603,955 divided into

40,155,603,955 shares of HK$1.00 each to HK$34,805,603,955 divided into 34,805,603,955

shares of HK$1.00 each; and

¬ On July 22, 2004, the authorized capital of BOCI Credit Card (International) Limited was

increased from HK$100,000,000 divided into 1,000,000 shares of HK$100 each to

HK$1,000,000,000 divided into 10,000,000 shares of HK$100 each by the creation of

9,000,000 shares of HK$100 each, each ranking pari passu with the existing shares in its

share capital and its paid-in capital was increased from HK$100,000,000 divided into

1,000,000 shares of HK$100 each to HK$480,000,000 divided into 4,800,000 shares of

HK$100 each.

C. Resolutions of our Shareholders

(a) Resolutions were passed by our shareholders on November 22, 2005, pursuant to which,

among other matters, our shareholders:

¬ approved the conversion of our bank into an overseas subscription joint stock company

with limited liability;

¬ approved an application for the listing of H Shares on the Hong Kong Stock Exchange; and

¬ authorized the board to approve matters in relation to the proposed listing of H Shares.

(b) Resolutions were passed by our shareholders on March 28, 2006, pursuant to which, among

other matters, our shareholders approved amendments to our Articles of Association to

among others conform with the requirements of the Hong Kong Listing Rules and other

applicable laws and regulations and our Directors were authorized to further amend our

Articles of Association in accordance with any comments from the relevant regulatory

authorities in the PRC and the Hong Kong Stock Exchange.

(c) Resolutions were passed by our shareholders on April 21, 2006, pursuant to which, among

other matters, our shareholders granted, subject to the completion of the Global OÅering, a

general mandate to our Directors to allot and issue H Shares and Domestic Shares at any time,

either separately or concurrently, within a period of 12 months from the Listing Date upon such

terms and conditions and for such purposes and to such persons as our Directors in their

absolute discretion deem Ñt, and to make necessary amendments to the Articles of

Association and, in accordance with relevant laws and regulations, submit such amendments

and other documents relating to the exercise of the general mandate to the relevant regulatory

IX-2


authorities for veriÑcation, approval, Ñling or registration, provided that, the aggregate number

of H Shares or Domestic Shares to be issued shall not exceed 20% of the aggregate number of

each of our H Shares and Domestic Shares in issue, respectively, as at the Listing Date.

2. FURTHER INFORMATION ABOUT OUR BUSINESS

A1A(52)

3rd Sch 17

A. Summary of material contracts

Except for the contracts described below, there has been no contract entered into by any

member of our group other than in the ordinary course of business, (i) within the two years

immediately preceding the publication of this prospectus that is, or may be, material; or (ii) that

contains any provision under which any member of our group has any obligation or entitlement

which is material to our group as at the date of this prospectus:

(a) a sale and purchase agreement and a supplemental agreement both dated June 25, 2004

and entered into between the bank and Cinda in relation to the disposal of non-performing

loans with a face value of approximately RMB 148.54 billion as of December 31, 2003

together with relevant interest thereof to Cinda for a consideration of RMB 73.43 billion;

(b) a sale and purchase agreement dated September 7, 2004 and entered into between the

bank and China Orient in relation to the disposal of non-performing loans with a face value

of approximately RMB 142,325,869,400 as of December 31, 2003 and non-performing

loans with a face value of approximately RMB 141,398,867,900 as of August 17, 2004

together with the respective relevant interest thereof to China Orient for nil consideration;

(c) a foreign exchange options transaction agreement dated January 5, 2005 entered into

between us and Huijin in respect of the amount of US$18,000,000,000 for the period

between January and December, 2007 for the total consideration of RMB 4,469,526,000;

(d) a property transfer agreement dated August 9, 2005 entered into between us and China

Orient for the transfer of certain premises of a provincial branch of us to China Orient for

the consideration of RMB 151,946,210;

(e) in connection with the issuance of subordinated bonds in the total amount of

RMB 60 billion in 2004 and 2005, we entered into the following contracts in June 2004:

(i) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and CCB ( );

(ii) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and China Life Asset Management Limited

( );

(iii) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and Bank of Communications ( );

(iv) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and CITIC Securities Co., Ltd.

( );

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(v) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and Guotai Junan Securities Co., Ltd.

( );

(vi) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and BOC International Securities Co., Ltd.

( );

(vii) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and ABC ( );

(viii) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and China Eagle Securities Co., Ltd.

( );

(ix) a 2004 Bank of China Bond Underwriting Main Agreement and a supplemental

agreement both dated June 30, 2004 and entered into between us and CITIC

Industrial Bank ( );

(x) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and China Galaxy Securities Co., Ltd.

( );

(xi) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and Shenyin & Wanguo Securities Co., Ltd.

( );

(xii) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and ICBC ( );

(xiii) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and China Merchants Bank Co., Ltd. ( );

(xiv) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and China Ping An Life Insurance Co., Ltd.

( );

(xv) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and Luoyang City Commercial Bank

( );

(xvi) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and Shenzhen Development Bank ( );

(xvii) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and Great Wall Securities Co., Ltd.

( );

(xviii) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and Shijiazhuang City Commercial Bank

( );

(xix) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and Beijing Commercial Bank ( );

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(xx) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and Chongqing City Commercial Bank

( );

(xxi) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and Shanghai Pudong Development Bank

( );

(xxii) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and Industrial Bank Co., Ltd.

( );

(xxiii) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and Shenzhen City Commercial Bank

( );

(xxiv) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and China Minsheng Banking Corp. Ltd.

( );

(xxv) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and China Everbright Bank ( );

(xxvi) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and Bank of Shanghai ( );

(xxvii) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and Nanjing City Commercial Bank

( );

(xxviii) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and Hua Xia Bank Co., Ltd.

( );

(xxix) a 2004 Bank of China Bond Underwriting Main Agreement undated and entered

into between us and Wuhan City Commercial Bank ( );

(xxx) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and China PaciÑc Insurance (Group) Co., Ltd.

( );

(xxxi) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and Guangdong Development Bank Co. Ltd.

( );

(xxxii) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and Tianjin City Commercial Bank

( );

(xxxiii) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and Changsha City Commercial Bank

( );

(xxxiv) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and Chinalion Securities Co., Ltd.

( );

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(xxxv) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and Hua Xia Securities Co., Ltd.

( );

(xxxvi) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and Shenzhen City Agricultural Credit Cooperative

( ); and

(xxxvii) a 2004 Bank of China Bond Underwriting Main Agreement dated June 30, 2004

and entered into between us and Jingzhou City Agricultural Credit Cooperative

( );

(f) a share subscription agreement dated August 18, 2005 between us, RBS China and

RBS Group in relation to the subscription of Shares for a consideration of US$1.55 billion

subject to adjustment in connection with our net assets;

(g) an investor rights agreement dated August 18, 2005 among us, Huijin and RBS China and

RBS Group in relation to certain investor rights of RBS China, including rights relating to

board matters, price protection, transfer restrictions and minority protection, in

consideration of covenants contained therein;

(h) a letter of undertaking dated August 18, 2005 from RBS Group to us;

(i) an Amendment No. 1 to investor rights agreement dated December 20, 2005 among us,

Huijin, RBS China and RBS Group in relation to certain amendments to the investor rights

agreement dated August 18, 2005 among the parties;

(j) an Amendment No. 2 to investor rights agreement dated December 26, 2005 among us,



(k) an Amendment No. 3 to investor rights agreement dated January 6, 2006 among us,



(l) an Amendment No. 4 to investor rights agreement dated as of May 6, 2006 among us,


agreement dated August 18, 2005, among the parties;

(m) a master cooperation agreement dated August 18, 2005 entered into between us and RBS

Group in relation to the strategic investment of RBS China in us and certain business

cooperation between RBS Group and us;

(n) a credit card business cooperation agreement dated August 18, 2005 between RBS Bank

and us in relation to certain cooperation between the parties with respect to the credit card

business, which shall initially take place through our stand-alone business unit and then

through a joint venture company between the parties;

(o) a share subscription agreement dated August 31, 2005 between us and AFH in relation to

the subscription of Shares for a consideration of US$1.55 billion subject to adjustment in

connection with our net assets;

(p) an amended and restated share subscription agreement dated December 20, 2005

between us and AFH in relation to the subscription of Shares for a consideration of

US$1.55 billion subject to adjustment in connection with our net assets;

IX-6


(q) an investor rights agreement dated August 31, 2005 among us, Huijin and AFH in relation

to certain investor rights of AFH, including rights relating to board matters, price

protection, transfer restrictions and minority protection, in consideration of covenants

contained therein;

(r) an amended and restated investor rights agreement dated December 20, 2005 among us,

Huijin and AFH in relation to certain investor rights of AFH, including rights relating to

board matters, price protection, transfer restrictions and minority protection, in

consideration of covenants contained therein;

(s) an Amendment No. 1 to amended and restated investor rights agreement dated

December 26, 2005 among us, Huijin and AFH in relation to certain amendments to the

amended and restated investor rights agreement dated December 20, 2005 among the

parties;

(t) an Amendment No. 2 to amended and restated investor rights agreement dated January 6,

2006 among us, Huijin and AFH in relation to certain amendments to the amended and

restated investor rights agreement dated December 20, 2005 among the parties;

(u) an Amendment No. 3 to amended and restated investor rights agreement dated May 8,

2006 among us, Huijin and AFH in relation to certain amendments to the amended and

restated investor rights agreement dated December 20, 2005 among the parties;

(v) a letter agreement entered into between us and AFH dated May 7, 2006 whereby AFH

agreed not to transfer any ordinary shares purchased at the time of the Global OÅering

pursuant to the amended and restated investor rights agreement dated December 20,

2005 among us, Huijin and AFH for a period of one year from the date of acquisition of

such shares;

(w) a share subscription agreement dated September 26, 2005 entered into between us and

UBS AG in relation to the subscription of Shares for a consideration of US$250 million

subject to adjustment in connection with our net assets;

(x) an investor rights agreement dated September 26, 2005 entered into among us, Huijin and

UBS AG in relation to certain investor rights of UBS AG, including arrangements relating to

long-term strategic co-operation, price protection, transfer restrictions and minority

protection, in consideration of the mutual covenants and undertakings contained therein;

(y) an Amendment No. 1 to the investor rights agreement dated December 20, 2005 entered

into among us, Huijin and UBS AG in relation to certain amendments to the investor rights

agreement dated September 26, 2005 between the parties;

(z) an Amendment No. 2 to the investor rights agreement dated May 8, 2006 among us, Huijin

and UBS AG in relation to certain amendments to the investor rights agreement dated

September 26, 2005 between the parties;

(aa) a share subscription agreement dated October 5, 2005 entered into between us and ADB

in relation to the subscription of Shares for a consideration of US$60 million subject to

adjustment in connection with our net assets;

(ab) an investor rights agreement dated October 5, 2005 entered into among us, Huijin and

ADB in relation to certain investor rights of ADB, including arrangements regarding

on-going co-operation in various areas of the operations, price protection rights, transfer

restrictions and minority protection, in consideration of the mutual covenants and

undertakings contained therein;

IX-7


(ac) an Amendment No. 1 to investor rights agreement entered into among us, Huijin and ADB

on December 20, 2005 in relation to certain amendments to the investor rights agreement

dated October 5, 2005 among the parties;

(ad) an Amendment No. 2 to investor rights agreement entered into among us, Huijin and ADB

on December 26, 2005 in relation to certain amendments to the investor rights agreement


(ae) an Amendment No. 3 to investor rights agreement entered into among us, Huijin and ADB

on January 6, 2006 in relation to certain amendments to the investor rights agreement


(af) an Amendment No. 4 to investor rights agreement entered into among us, Huijin and ADB

on May 8, 2006 in relation to certain amendments to the investor rights agreement dated

October 5, 2005 among the parties;

(ag) a share subscription agreement dated March 8, 2006 entered into between us and SSF in

relation to the subscription of 8,514,415,652 Shares for a consideration of RMB10 billion;

(ah) an investor rights agreement dated March 8, 2006 entered into between us and SSF in

relation to certain investor rights of SSF including transfer restrictions and minority

protection, in consideration of the mutual covenants and undertakings contained therein;

(ai) an Amendment No. 1 to the investor rights agreement dated May 2006 entered into among

us and SSF in relation to certain amendments to the investor rights agreement dated

March 8, 2006 among the parties;

(aj) a placing agreement dated May 9, 2006 among us, BOCI Asia, Goldman Sachs, UBS and

China Life Insurance Company Limited pursuant to which China Life Insurance Company

Limited agreed to subscribe for our H Shares in the amount of HK$1,162,920,000;

(ak) a placing agreement dated May 9, 2006 among us, BOCI Asia, Goldman Sachs, UBS and

China Life Insurance (Group) Company pursuant to which China Life Insurance (Group)

Company agreed to subscribe for our H Shares in the amount of HK$1,162,920,000;

(al) a placing agreement dated May 9, 2006 among us, BOCI Asia, Goldman Sachs, UBS, The

Bank of East Asia, Limited and Manilink Company Limited pursuant to which each of The

Bank of East Asia, Limited and Manilink Company Limited agreed to subscribe for our

H Shares in the amount of HK$697,752,000;

(am)a placing agreement dated May 9, 2006 among us, BOCI Asia, Goldman Sachs, UBS and

The Bank of Tokyo-Mitsubishi UFJ, Ltd. pursuant to which The Bank of Tokyo-Mitsubishi

UFJ, Ltd. agreed to subscribe for our H Shares in the amount of HK$1,395,504,000;

(an) a placing agreement dated May 9, 2006 among us, BOCI Asia, Goldman Sachs, UBS and

Chow Tai Fook Nominee Limited pursuant to which Chow Tai Fook Nominee Limited

agreed to subscribe for our H Shares in the amount of HK$1,395,504,000;

(ao) a placing agreement dated May 9, 2006 among us, BOCI Asia, Goldman Sachs, UBS,

Senasia Limited and Shau Kee Financial Enterprises Limited pursuant to which Senasia

Limited agreed to subscribe for our H Shares in the amount of HK$1,395,504,000 and

Shau Kee Financial Enterprises Limited has entered into the agreement as the investor

parent for Senasia Limited;

(ap) a placing agreement dated May 9, 2006 among us, BOCI Asia, Goldman Sachs, UBS,

Timpano Holdings Limited, City Master Limited, Eastern Joy Limited, Kerry Holdings

IX-8


Limited, Kuok (Singapore) Limited and Kuok Brothers Sdn. Berhad. Pursuant to this

agreement, Timpano Holdings Limited agreed to subscribe for our H Shares in the amount

of HK$426,404,000; and each of City Master Limited and Eastern Joy Limited agreed to

subscribe for our H Shares in the amount of HK$484,550,000. Kuok (Singapore) Limited

and Kuok Brothers Sdn. Berhad have entered into the agreement as the investor parents

for Timpano Holdings Limited, and Kerry Holdings Limited has entered into the agreement

as the investor parent for each of City Master Limited and Eastern Joy Limited;

(aq) a placing agreement dated May 9, 2006 among us, BOCI Asia, Goldman Sachs, UBS,

Gavast Estates Limited, Gentfull Investment Limited, Mr. Chen Din Hwa and Ms. Chen Wai

Wai Vivien. Pursuant to this agreement, Gavast Estates Limited has agreed to subscribe

for our H Shares in the amount of HK$1,255,953,600; and Gentfull Investment Limited has

agreed to subscribe for our H Shares in the amount of HK$139,550,400. Mr. Chen Din

Hwa has entered into the agreement as the investor parent for Gavast Estates Limited;

and Ms. Chen Wai Wai Vivien has entered into the agreement as the investor parent for

Gentfull Investment Limited;

(ar) a placing agreement dated May 9, 2006 among us, BOCI Asia, Goldman Sachs, UBS and

Ping An Insurance (Group) Company of China, Ltd. pursuant to which Ping An Insurance

(Group) Company of China, Ltd. agreed to subscribe for our H Shares in the amount of

HK$1,395,504,000;

(as) a placing agreement dated May 9, 2006 among us, BOCI Asia, Goldman Sachs, UBS,

Sharp Hero Limited and Coins World Investment Limited pursuant to which Sharp Hero

Limited agreed to subscribe for our H Shares in the amount of HK$697,752,000. Coins

World Investment Limited has entered into the agreement as the investor parent for Sharp

Hero Limited;

(at) a placing agreement dated May 9, 2006 among us, BOCI Asia, Goldman Sachs, UBS,

Opus Developments Limited and Kerrisdale Company Limited pursuant to which Opus

Developments Limited agreed to subscribe for our H Shares in the amount of

HK$697,752,000. Kerrisdale Company Limited has entered into the agreement as the

investor parent for Opus Developments Limited;

(au) a placing agreement dated May 9, 2006 among us, BOCI Asia, Goldman Sachs, UBS,

Wingreat International Limited and Sino Land Company Limited pursuant to which

Wingreat International Limited agreed to subscribe for our H Shares in the amount of

HK$1,240,448,000. Sino Land Company Limited has entered into the agreement as the

investor parent for Wingreat International Limited;

(av) a placing agreement dated May 9, 2006 among us, BOCI Asia, Goldman Sachs, UBS,

Peace Avenue Investments Limited and Mr. Woo Kwong Ching pursuant to which Peace

Avenue Investments Limited agreed to subscribe for our H Shares in the amount of

HK$1,395,504,000. Mr. Woo Kwong Ching has entered into the agreement as the investor

parent for Peace Avenue Investments Limited.

(aw)a placing agreement dated as of May 9, 2006 among us, BOCI Asia, Goldman Sachs, UBS,

Best Sense Investments Limited and Cheung Kong (Holdings) Limited pursuant to which

Best Sense Investments Limited agreed to subscribe for our H Shares in the amount of

HK$697,752,000. Cheung Kong (Holdings) Limited has entered into the agreement as the

investor parent for Best Sense Investments Limited; and

(ax) a placing agreement dated as of May 9, 2006 among us, BOCI Asia, Goldman Sachs, UBS,

Turbo Top Limited and Hutchison Whampoa Limited pursuant to which Turbo Top Limited

IX-9


agreed to subscribe for our H Shares in the amount of HK$697,752,000. Hutchison

Whampoa Limited has entered into the agreement as the investor parent for Turbo Top

Limited; and

(ay) the Hong Kong Underwriting Agreement dated May 17, 2006 entered into among us, BOCI

Asia, Goldman Sachs, UBS and the Hong Kong Underwriters.

B. Intellectual property

(a) As at the Latest Practicable Date, we were the registered owner of the following material

patents:

CertiÑcatePatent Patent Number Number Type Expiry Date

ZL 033350280 362271 February 17, 2013The Counter External design

ZL 2004 3 417352 April 22, 2014Card (Silver Card) External design0008688.5

ZL 2004 3 417312 April 22, 2014Card External design0008689.X

ZL 2004 3 417436 April 22, 2014Card (Gold Card) External design0008690.2

A1A(28)(4)(b) As at the Latest Practicable Date, we were the registered owner of the following material

trademarks:

Class Place of RegistrationName (Note) registration Registration Date Expiry Date Number

ÏÏÏÏÏÏÏÏÏÏÏ 36 PRC October 21, 1994 October 24, 2014 770107

ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 36 PRC December 7, 1996 December 6, 2006 911702

BANK OF CHINAÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 36 PRC December 7, 1996 December 6, 2006 911703

ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 36 PRC December 7, 1996 December 6, 2006 911704

BOC ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 36 PRC November 14, 1996 November 13, 2006 899794

36 PRC November 21, 1996 November 20, 2006 903821

ÏÏÏÏÏÏÏÏÏÏÏ 36 PRC March 14, 1996 March 13, 2016 823845

IX-10



36 PRC September 28, 1997 September 27, 2007 1115372

ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 36 PRC October 14, 1998 October 13, 2008 1215903

BOC CARD

36 PRC September 28, 2000 September 27, 2010 1451989

ÏÏÏÏÏÏÏÏÏÏ 36 PRC November 21, 1997 November 20, 2007 1129710

GREATWALL CARDÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 36 PRC September 28, 2000 September 27, 2010 1451990

ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 36 PRC September 28, 2000 September 27, 2010 1451991

ÏÏÏÏÏÏÏÏÏÏÏ 36 Germany June 8, 1990 June 24, 2009 1159836

ÏÏÏÏÏÏÏÏÏÏÏ 36 Luxembourg October 31, 1989 October 31, 2009 470858

ÏÏÏÏÏÏÏÏÏÏÏ 36 U.S. April 24, 1990 November 28, 2010 1593419

ÏÏÏÏÏÏÏÏÏÏÏ 36 Singapore March 1, 1991 February 28, 2011 T91/01621Z

IX-11



ÏÏÏÏÏÏÏÏÏÏÏ 36 Hong March 29, 1994 March 2, 2013 199401892

Kong

ÏÏÏÏ 36 Hong December 6, 1995 March 2, 2013 1995B10163

Kong

36 Hong August 8, 1996 March 2, 2013 199607401

Kong

ÏÏÏ 36 Hong December 4, 1996 March 2, 2013 199610922

Kong

(c) As at the Latest Practicable Date, we were the registered proprietor of the following

material domain names:

Domain name Date of registration

bank-of-china.com ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ March 18, 1997

Greatwallcard.net ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ May 19, 2005

Greatwallcard.com ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ August 25, 2005

bank-of-china.cn ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ March 17, 2003

95566.cn ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ March 17, 2003

bank-of-china.com.cnÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ October 14, 2000

95566.com.cnÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ October 14, 2000

95566.net.cnÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ October 14, 2000

bank-of-china.net.cnÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ December 17, 2004

Greatwallcard.com.cnÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ May 19, 2005

Greatwallcard.cn ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ May 19, 2005

Greatwallcard.net.cnÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ May 19, 2005

bocÅm.comÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ August 18, 2000

bocmacau.comÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ June 29, 2000

bochk.com ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ August 8, 1996

boci.com.hk ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ March 3, 1997

bocgroup.com ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ November 15, 1996

C. Our customers

A1A(28)

(1)(b)(vii)

Our Ñve largest borrowers accounted for less than 30% of the total balance of the borrowing as

at December 31, 2005.

IX-12


3. FURTHER INFORMATION ABOUT OUR DIRECTORS AND SUPERVISORS

A1A(46)(1)A. Particulars of Directors' and Supervisors' Service Contracts

None of our Directors or Supervisors has entered or proposed to enter into a service contract

with us other than contracts expiring or terminable by us within one year without the payment of

compensation (other than statutory compensation).

B. Directors' and Supervisors' remuneration

The aggregate remuneration paid and beneÑts in kind granted to the Directors and Supervisors

for the year ended December 31, 2005 amounted to approximately RMB 11,334,800.

Under the arrangements currently in force, the aggregate remuneration payable to, and beneÑts

in kind receivable by, our Directors and Supervisors for the year ending December 31, 2006 are

estimated to be approximately RMB 11,938,700.

A1A(41)

A1A(45)(1)(a)-(c)

A1A(45)(1A)(a)-(b

C. Directors' and Supervisors' Interests and Short Positions in the Share Capital and Debenture

of our company and its Associated Corporations

The following table sets forth the information on Directors' and Supervisors' interests and short

positions of each Director and Supervisor in the shares, underlying shares or debentures of us or

any of our associated corporations immediately following the completion of the Global OÅering:

Number of Approximateshares percentage of

Name of interested party Name of Group Member interested shareholding

Hua Qingshan ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ BOC Hong Kong (Holdings) 1,446,000 0.01%Limited

Li ZaohangÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ BOC Hong Kong (Holdings) 1,446,000 0.01%Limited

Save as disclosed above, immediately following the completion of the Global OÅering, none of

our Directors and Supervisors will have any interest or short position in our shares, underlying

shares or debentures of us or any of our associated corporations (within the meaning of Part XV of

the Securities and Futures Ordinance, or SFO) which will have to be notiÑed to us and the Hong

Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and

short positions which they are taken or deemed to have under such provisions of the SFO), or

which will be required, pursuant to Section 352 of the SFO, to be entered in the register referred to

therein or which will be required to be notiÑed to us and the Hong Kong Stock Exchange pursuant to

the Model Code for Securities Transactions by Directors of Listed Issuers, in each case once the

H shares are listed on the Hong Kong Stock Exchange. For this purpose, the relevant provisions of

the SFO will be interpreted as if they applied to our Supervisors.

A1A(45)(2)

D. Substantial Shareholders and Persons Who Have an Interest or Short Position Disclosable

Under Division 2 and 3 of Part XV of the SFO

So far as our Directors are aware, the following persons will, immediately following the

completion of the Global OÅering (assuming that the Over-Allotment Option is not exercised), have

an interest or short position in the Shares or underlying shares of our bank which would fall to be

disclosed to us and the Hong Kong Stock Exchange under the provisions of Divisions 2 and 3 of

IX-13


Part XV of the SFO, or control directly or indirectly or are entitled to exercise, or control the exercise

of, 10% or more of our total issued share capital:

Number of shares Percentage ofin which the interested party shareholding in the

has or is deemed share capital ofName of interested party Capacity to have interest in our company

Huijin ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ BeneÑcial interest 171,691,254,282 Shares 70.51%RBS GroupÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Interest of controlled 20,942,736,236 H Shares 8.60%

corporationRBS China ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ BeneÑcial interest 20,942,736,236 H Shares 8.60%RBS CI Limited ÏÏÏÏÏÏÏÏÏÏÏ Interest of controlled 20,942,736,236 H Shares 8.60%

corporationTemasek(1)(2)ÏÏÏÏÏÏÏÏÏÏÏÏÏ BeneÑcial interest 11,881,114,118 H Shares 4.498%UBS AGÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ BeneÑcial interest 3,377,860,684 H Shares 1.39%ADB ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ BeneÑcial interest 506,679,102 H Shares 0.21%SSF ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ BeneÑcial interest 10,952,079,587 H Shares 4.50%

(1) Temasek is interested in the H Shares of our bank through its wholly-owned subsidiary AFH.

(2) Assumes that AFH purchased US$500 million of H Shares in the Global OÅering at the mid-point of the estimated OÅer

Price range.

So far as our Directors are aware, as at the date of the prospectus, the persons who were

directly or indirectly interested in 10% or more of the issued and outstanding share capital of our

principal subsidiaries, other than us and our controlling shareholders then in issue carrying rights to

vote in all circumstances at general meetings of each relevant principal subsidiary, were as follows:

Equity/Capital RatioName of Our Subsidiary Name of interested party in the Subsidiary

Chiyu Banking Corporation Limited ÏÏÏÏÏÏÏÏÏÏÏ Chip Bee Private 13.88%

Institution(1)

( )

Chiyu Banking Corporation Limited ÏÏÏÏÏÏÏÏÏÏÏ Chip Bee Foundation(1) 11.14%

( )

(1) English translation of Chinese name

Save as disclosed in this prospectus, but not taking into account any Shares which may be

taken up under the Global OÅering, our Directors are not aware of any legal person or individual

(not being a Director or chief executive of our bank) who will, immediately following the completion

of the Global OÅering, have any interest or short position in our Shares or underlying Shares of our

bank which would fall to be disclosed to us under the provisions of Divisions 2 and 3 of Part XV of

the SFO or be directly or indirectly interested in 10% or more of the nominal value of any class of

share capital carrying rights to vote in all circumstances at a general meeting of any other principal

member of our group.

E. Further Information relating to a Director

The Investor Director nominated by RBS China and elected to the Board of Directors is

Sir Frederick Anderson Goodwin. Sir Frederick Goodwin is the group chief executive of the

RBS Group and has been serving as a director of the RBS Group since August 1998. The

RBS Group is the holding company of RBS Bank. In May 2002, RBS Bank was Ñned 27,460 for

failing to settle equities which resulted from the exercise of equity options on the London

International Financial Futures Exchange, being a transaction in the ordinary and usual course of the

IX-14


business of RBS Bank. RBS Group does not consider that the penalty imposed was material in the

context of the RBS Group.

4. OTHER INFORMATION

A. Estate Duty

A1A(10)We have been advised that no material liability for estate duty under PRC law is likely to fall

upon us, on the basis that there is no estate duty under the PRC law.

B. Litigation

Save as disclosed in the sections headed ""Business Ì Legal and Regulatory Proceedings''

and ""Special Events'' of this prospectus, and, so far as our Directors are aware, no member of our

group is involved in any material litigation, arbitration or administrative proceedings that could

individually or in the aggregate, if adversely determined, have a material adverse aÅect on our

Ñnancial condition or results of operations.

C. Joint Sponsors

The listing of our H Shares on the Hong Kong Stock Exchange is sponsored by BOCI Asia,

Goldman Sachs and UBS AG.

Goldman Sachs has declared pursuant to Rule 3A.08 of the Hong Kong Listing Rules that it is

independent pursuant to Rule 3A.07 of the Hong Kong Listing Rules.

As described in the section headed ""Our Strategic and Other Investors'' in this prospectus,

UBS AG is one of the strategic investors holding not more than 1.39% of our Shares immediately

after the Global OÅering (assuming the Over-Allotment Option is not exercised). UBS has declared

pursuant to Rule 3A.08 of the Hong Kong Listing Rules that it is independent pursuant to Rule 3A.07

of the Hong Kong Listing Rules.

BOCI Asia is our indirect wholly-owned subsidiary and accordingly is not considered

independent pursuant to Rule 3A.07 of the Hong Kong Listing Rules.

The Joint Sponsors have made an application on our behalf to the Listing Committee of the

Hong Kong Stock Exchange for the listing of, and permission to deal in, our H Shares and for the

Shares held by Huijin to be authorized for listing Ì See ""Share Capital Ì Shares held by Huijin''. All

necessary arrangements have been made enabling the H Shares to be admitted into CCASS.

D. Preliminary expenses

A1A(20)(1)

3rd Sch 15

Our preliminary expenses are estimated to be approximately RMB 161 million and are payable

by us.

IX-15


A1A(9)(1)E. QualiÑcation and consents of experts

The qualiÑcations of the experts who have given opinions in this prospectus are as follows:

BOCI Asia Limited Licensed under the SFO for type 1 (dealing in securities)

and type 6 (advising on corporate Ñnance) as deÑned

under the SFO

Goldman Sachs (Asia) L.L.C. Licensed under the SFO for type 1 (dealing in securities),

type 4 (advising on securities), type 5 (advising on futures

contracts), type 6 (advising on corporate Ñnance) and

type 9 (asset management) as deÑned under the SFO

UBS AG Licensed under the SFO for type 1 (dealing in securities),

type 4 (advising on securities), type 6 (advising on

corporate Ñnance), type 7 (providing automated trading

service) and type 9 (asset management) as deÑned under

the SFO

PricewaterhouseCoopers CertiÑed Public Accountants, Hong Kong

Jun He Law OÇces Registered law Ñrm in the PRC

American Appraisal China Limited Chartered Surveyors and Valuers

Grant Sherman Appraisal Limited Chartered Surveyors and Valuers

A1A(9)(2)

s342B

Each of the Joint Sponsors, PricewaterhouseCoopers, CertiÑed Public Accountants, Hong

Kong, Jun He Law OÇces, American Appraisal China Limited and Grant Sherman Appraisal Limited

has given and has not withdrawn their respective written consents to the issue of this prospectus

with the inclusion of their reports and/or letters and/or valuation certiÑcates and/or the references

to their names included herein in the form and context in which they are respectively included.

F. No material adverse change

Save as disclosed in this prospectus, we believe that there has been no material adverse

change in our group's Ñnancial or trading position since December 31, 2005.

G. Binding eÅect

s342BThis prospectus shall have the eÅect, if an application is made in pursuance hereof, of

rendering all persons concerned bound by all the provisions (other than the penal provisions) of

sections 44A and 44B of the Hong Kong Companies Ordinance so far as applicable.

H. Miscellaneous

Save as disclosed in this prospectus, as at the Latest Practicable Date:

A1A(47)(1)

3rd Sch 19

(a) none of our Directors, Supervisors or any of the parties listed in paragraph 4E of this

Appendix is interested in our promotion, or in any assets which have, within the two years

immediately preceding the issue of this prospectus, been acquired or disposed of by or

leased to us, or are proposed to be acquired or disposed of by or leased to any member of

our Group;

A1A(47)(2)(b) none of our Directors, Supervisors or any of the parties listed in paragraph 4E of this

Appendix is materially interested in any contract or arrangement subsisting at the date of

this prospectus which is signiÑcant in relation to our business;

IX-16


A1A(9)(1)(c) save in connection with the Hong Kong Underwriting Agreement and the International

Purchase Agreement and interests held by UBS AG as disclosed in this prospectus, none

of the parties listed in paragraph 4E of this Appendix:

(i) is interested legally or beneÑcially in any of our shares or any shares in any of our

subsidiaries; or

(ii) has any right (whether legally enforceable or not) to subscribe for or to nominate

persons to subscribe for our securities,

other than:

(A) in the case of BOCI Asia Limited, 5,291,000 shares (including borrowed shares,

shares held in a custodial capacity (other than purely non-discretionary holdings),

discretionary managed portfolios and rights to subscribe for shares) in BOCHK

Holdings; and

(B) in the case of UBS AG, 113,521,670 shares (including borrowed shares, shares held

in a custodial capacity (other than purely non-discretionary holdings), discretionary

managed portfolios and rights to subscribe for shares) in BOCHK Holdings;

A1A(8)(2)

3rd Sch 16

(d) no amount or securities or beneÑt has been paid or allotted or given within the two years

preceding the date of this prospectus to our promoter nor is any such securities or amount

or beneÑt intended to be paid or allotted or given;

(e) none of our Directors or their respective associates has any interest in our top Ñve

borrowers or our top Ñve depositors;

3rd Sch 25(f) no authorized debentures of our bank and its subsidiaries has been issued;

A1A(33)(2)(g)(g) there is no arrangement under which any Director has waived or agreed to waive future

emoluments, nor has there been any waiver of emoluments during the current Ñnancial

year;

(h) save as those in the ordinary and usual course of our commercial banking business, there

are no outstanding loans or guarantees granted or provided by any subsidiaries of our

bank to, or for the beneÑt of, any of our Directors;

(i) no Director has or has had any interest in any transaction which is or was unusual in its

nature or conditions or is or was signiÑcant to the business of our bank and our

subsidiaries and which was eÅected by any subsidiaries of our bank in the current or

immediately preceding Ñnancial year of our bank or which was eÅected during an earlier

Ñnancial year and remains in any respect outstanding or unperformed;

A1A(26)(1),(2)

3rd Sch 11

(j) within the two years preceding the date of this prospectus, we have neither issued nor

agreed to issue any share or loan capital fully or partly paid either for cash or for a

consideration other than cash;

A1A(27)

3rd Sch 10

(k) no share or loan capital of our bank is under option or is agreed conditionally or

unconditionally to be put under option;

A1A(24)

3rd Sch 4

(l) we have not issued nor agreed to issue any founder shares, management shares or

deferred shares;

LR19A.42(55)(2)(m) none of the equity and debt securities of our company is listed or dealt with in any other

stock exchange nor is any listing or permission to deal being or proposed to be sought;

A1A(32)(1)(n) we have no outstanding convertible debt securities;

IX-17


LR19A.42(59)(o) our bank does not intend to apply for the status of a sino-foreign investment joint stock

limited company and does not expect to be subject to the PRC Sino-foreign Joint Venture

Law;

A1A(13)

3rd Sch 14

(p) within two years immediately preceding the date of this prospectus, no commissions,

discounts, brokerages or other special items have been granted or paid to any director,

proposed director, supervisor, promoter, any of the parties listed in paragraph 4E of this

Appendix or any other person in connection with the issue or sale of any share or loan

capital of our bank or any of our subsidiaries;

A1A(12)(q) there are no arrangements in existence under which future dividends are to be waived or

agreed to be waived;

A1A(28)(6)(r) there have been no interruptions in our business which may have or have had a signiÑcant

eÅect on our Ñnancial position in the last 12 months; and

A1A(31)(s) there are no restrictions aÅecting the remittance of proÑts or repatriation of capital by us

into Hong Kong or from outside Hong Kong.

I. Exemptions from Hong Kong Companies Ordinance

Property Valuation Report

According to the valuation report set out in Appendix V to this Prospectus, as of March 31,

2006, we owned 11,403 land lots with an aggregate area of approximately 8.9 million square meters,

9,591 buildings, units and carparks with an aggregate gross Öoor area of approximately

13.4 million square meters and 59 buildings which are under construction with an aggregate gross

Öoor area of approximately 0.74 million square meters upon completion in the PRC. As of March 31,

2006, we also leased 8,158 properties with an aggregate gross Öoor area of approximately

1.9 million square meters in the PRC, Hong Kong and overseas. Owing to the substantial number of

properties involved, we have applied to the SFC for an exemption and the Hong Kong Stock

Exchange for a waiver from strict compliance with paragraph 34(2) of the Third Schedule to the

Hong Kong Companies Ordinance and Rules 5.01, 5.06 and 19A.27(4) and paragraph 3(a) of

Practice Note 16 of the Hong Kong Listing Rules, respectively, on the grounds that:

(a) it would be unduly burdensome to include a fully compliant valuation report in this

prospectus and the inclusion of such detailed information would be irrelevant to potential

investors in a commercial bank and would not be material to a potential investor's

investment decisions; and

(b) it would be unduly burdensome to prepare an English translation of the report, as

substantially all of the properties are located in the PRC and consequently the underlying

valuation and title information is in Chinese.

The SFC has granted an exemption under section 342A(1) of the Hong Kong Companies

Ordinance and the Hong Kong Stock Exchange has granted a waiver from Rules 5.01, 5.06 and

19A.27(4) and paragraph 3(a) of Practice Note 16 of the Hong Kong Listing Rules, subject to the

following conditions:

(i) a full valuation report in the Chinese language complying with the requirements under the

Listing Rules and paragraph 34 of the Third Schedule must be made available for

inspection in accordance with Appendix X Ì ""Documents Delivered to the Registrar of

Companies and Available for Inspection'';

IX-18


(ii) the valuer's letter and the valuer's certiÑcate containing a summary valuation of all the

Group's property interests of the Group, including particulars of occupancy, open market

values and their title status thereof, based on the full valuation report must be included in

this prospectus in the form set out in Appendix V to this prospectus;

(iii) this prospectus must set out particulars of this exemption.

We are of the view that the exemption from the SFC would not prejudice the interests of

potential investors on the grounds mentioned above.

Residential Address

We have applied for, and the SFC has granted, an exemption pursuant to Section 342A of the

Companies Ordinance from strict compliance with Section 342(1)(b) and Paragraph 6 of Part I of

the Third Schedule to the Companies Ordinance in relation to the disclosure of the residential

address of Sir Frederick Goodwin on the basis that such disclosure would be unduly burdensome.

Sir Frederick Goodwin is a well-established public Ñgure in the United Kingdom and has been

granted a ConÑdentiality Order by the Department of Trade and Industry in the United Kingdom in

connection with the disclosure of his residential address. As a result of this and his particular

circumstances, the business address of Sir Frederick Goodwin is disclosed in place of his

residential address.

Bilingual Prospectus

The English language and Chinese language versions of this prospectus are being published

separately, in reliance upon the exemption provided under section 4 of the Company Ordinance

(Exemption of Companies and Prospectuses from Compliance with Provisions) Notice

(Chapter 32L of the Laws of Hong Kong).

J. Joint Compliance Advisers

We will appoint Goldman Sachs (Asia) L.L.C. and UBS AG as our joint compliance advisers

(the ""Compliance Advisers'') upon listing in compliance with Rule 3A.19 of the Hong Kong Listing

Rules.

We expect to enter into a compliance advisers' agreement with the Compliance Advisers, the

material terms of which we expect to be as follows:

(a) we will appoint the Compliance Advisers as our joint compliance advisers for the purpose

of Rule 3A.19 of the Hong Kong Listing Rules for a period commencing on the Listing Date

and ending on the date on which we comply with Rule 13.46 of the Hong Kong Listing

Rules in respect of our Ñnancial results for the Ñrst full Ñnancial year commencing after the

Listing Date, or until the agreement is terminated, whichever is earlier;

(b) the Compliance Advisers shall provide us with services, including guidance and advice as

to compliance with the requirements under the Hong Kong Listing Rules and other

applicable laws, regulations and codes, and to act as one of our principal channels of

communication with the Hong Kong Stock Exchange;

(c) we will agree to indemnify the Compliance Advisers for certain actions against and losses

incurred by the Compliance Advisers arising out of or in connection with the performance

by the Compliance Advisers of its duties under the agreement, or any material breach or

alleged breach by us of the provisions of the agreement; and

IX-19


(d) we may terminate the appointment of any Compliance Adviser if the Compliance Adviser's

work is of an unacceptable standard as permitted by Rule 3A.26 of the Hong Kong Listing

Rules. Each of the Compliance Advisers may resign or terminate its appointment by

service of three months' notice to us.

IX-20