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Important Notice This Offering Is Available Only

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Important Notice This Offering Is Available Only IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBs (AS DEFINED BELOW) UNDER RULE 144A OR (2) PURCHASING THE SECURITIES OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT (AS DEFINED BELOW) IMPORTANT: You must read the following before continuing. The following applies to the Offering Memorandum following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Memorandum. In accessing the Offering Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING OFFERING MEMORANDUM MAY NOT BE DOWNLOADED, FORWARDED OR DISTRIBUTED, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY DOWNLOADING, FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTION, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. Confirmation and your Representation: In order to be eligible to view this Offering Memorandum or make an investment decision with respect to the securities, investors must be either (1) Qualified Institutional Buyers (“QIBs”) (within the meaning of Rule 144A under the Securities Act) or (2) purchasing the securities outside the United States in an offshore transaction in reliance on Regulation S under the Securities Act. By accepting the e-mail and accessing this Offering Memorandum, you shall be deemed to have represented to BOCI Asia Limited, Deutsche Bank Securities Inc. and UBS AG (the “Joint Bookrunners”) and us that (1) you and any customers you represent are either (a) QIBs or (b) that the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the United States and that you are not a U.S. person (as defined in Regulation S) and (2) that you consent to delivery of such Offering Memorandum and any amendments or supplements thereto by electronic transmission. You are reminded that this Offering Memorandum has been delivered to you on the basis that you are a person into whose possession this Offering Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver or disclose the contents of this Offering Memorandum to any other person. You should not reply by e-mail to this notice, and you may not purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the “Reply” function on your e-mail software, will be ignored or rejected. This Offering Memorandum does not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Joint Bookrunners or any affiliate of the Joint Bookrunners are a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Joint Bookrunners or such affiliate on behalf of Bank of China (Hong Kong) Limited in such jurisdiction. This Offering Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently, none of Bank of China (Hong Kong) Limited, the Joint Bookrunners nor any person who controls any of them nor any director, officer, employee nor agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offering Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Joint Bookrunners. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other item of a destructive nature. OFFERING MEMORANDUM CONFIDENTIAL Bank of China (Hong Kong) Limited (incorporated with limited liability in Hong Kong) US$900,000,000 5.55% Subordinated Notes due 2020 To be consolidated and form a single series with the US$1,600,000,000 5.55% Subordinated Notes due 2020 issued on February 11, 2010 Issue Price: 99.521%, plus 68 days of accrued interest Bank of China (Hong Kong) Limited (the “Issuer”) is issuing US$900,000,000 5.55% subordinated notes due 2020 (the “Notes”). The Notes will be consolidated and form a single series with, and will rank pari passu with, the Issuer’s US$1,600,000,000 5.55% Subordinated Notes due 2020 issued on February 11, 2010 (the “Original Notes”), provided that the Notes represented by the Regulation S global note will be represented by interests in one or more temporary global notes with a temporary CUSIP, ISIN and Common Code, interests in which shall be exchanged for interests in one or more new permanent global notes on May 30, 2010 (the day following the expiry of 40 days after the issue date), at which time such Notes will become fully consolidated, form a single series and trade interchangeably with the Original Notes. The total principal amount of the Notes and the Original Notes now being issued is US$2,500,000,000. Interest will be payable on the outstanding principal amount of the Notes semi-annually in arrears on August 11 and February 11 in each year. See “Description of the Notes – Payments of Principal and Interest.” Subject to satisfaction of certain regulatory approval requirements, the Issuer may redeem the Notes in whole, but not in part, at their principal amount together with accrued but unpaid interest to the date fixed for redemption upon the occurrence of certain changes in taxation in the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”) requiring the payment of additional amounts. See “Description of the Notes – Redemption – Early Redemption for Tax Reasons.” Application has been made to The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”orthe“HKSE”) for the listing of, and permission to deal in, the Notes by way of selectively marketed securities (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”)). Investing in the Notes involves risks. See “Risk Factors” beginning on page 6 for a discussion of risks relating to an investment in the Notes. The Notes have been assigned a rating of “A–” by Fitch Ratings (“Fitch”), a rating of “A1” by Moody’s Investors Service, Inc., (“Moody’s”) and a rating of “BBB+” by Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc. (“S&P”). The ratings address the Issuer’s ability to perform its obligations under the terms of the Notes. A rating is not a recommendation to buy, sell or hold the Notes and may be subject to suspension, reduction or withdrawal at any time by Fitch, Moody’s or S&P. A suspension, reduction or withdrawal of the rating assigned to the Notes may adversely affect the market price of the Notes. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction, and may not be offered or sold within the United States (as defined in Regulation S under the Securities Act (“Regulation S”)) or to, or for the account or benefit of, U.S. persons (as defined in Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Notes are being offered and sold (i) in the United States only to qualified institutional buyers in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A thereunder and (ii) outside the United States to non-U.S. persons in compliance with Regulation S. For a description of certain restrictions on resales and transfers, see “Transfer Restrictions.” Notes offered in the United States to qualified institutional buyers in reliance on Rule 144A will be represented by one or more Global Notes in fully registered form without interest coupons attached and deposited with Citibank, N.A., London Branch, as custodian for The Depository Trust Company (“DTC”), and registered in the name of Cede & Co., as the nominee of DTC. Notes offered to non-U.S. persons outside the United States in reliance on Regulation S will be represented by one or more Global Notes in fully registered form without interest coupons attached and deposited with Citibank, N.A., London Branch, as custodian for DTC, and registered in the name of Cede & Co., as nominee of DTC, for the respective beneficial owner accounts of Euroclear Bank S.A./N.V.
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