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中國銀行股份有限公司 BANK of CHINA LIMITED (A Joint Stock Company Incorporated in the People’S Republic of China with Limited Liability) (The “Company”) (Stock Code: 3988)

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中國銀行股份有限公司 BANK of CHINA LIMITED (A Joint Stock Company Incorporated in the People’S Republic of China with Limited Liability) (The “Company”) (Stock Code: 3988) 中國銀行股份有限公司 BANK OF CHINA LIMITED (a joint stock company incorporated in the People’s Republic of China with limited liability) (The “Company”) (Stock Code: 3988) OVERSEAS REGULATORY ANNOUNCEMENT In the prospectus issued by the Company dated 18 May 2006 in relation to the initial listing of the Company’s shares on the Main Board of the Stock Exchange of Hong Kong Limited, the Company set out the consolidated financial statements of the Company and its subsidiaries (the “Group”) for each of the years ended 31 December 2003, 2004 and 2005 prepared under International Financial Reporting Standards (“IFRS”). On 5 June 2006, the Company issued an announcement whereby the Company set out (a) the Consolidated After-Tax Profit/Net Assets of the Group for the years ended 31 December 2003, 2004 and 2005 prepared under PRC GAAP; and (b) the reconciliation of the Group’s After-Tax Profit/Net Assets, attributable to equity holders of the Company from PRC GAAP to IFRS. Pursuant to relevant regulations in the People’s Republic of China (the “PRC”), the Company will publish an announcement (the “PRC Announcement”) in relation to the summary of its 2005 Annual Report (prepared under PRC GAAP) on 30 June 2006 in newspapers in the PRC. The following is a reproduction of the PRC Announcement for information purpose only. The Company’s full 2005 Annual Report (prepared under PRC GAAP) will be posted on the Company’s website at http://www.boc.cn. 29 June 2006 The Directors of the Company are: Xiao Gang, Li Lihui, Zhang Jinghua*, Yu Erniu*, Zhu Yan*, Zhang Xinze*, Hong Zhihua*, Huang Haibo*, Sir Frederick Anderson Goodwin*, Seah Lim Huat Peter*, Hua Qingshan, Li Zaohang, Anthony Francis Neoh#, William Peter Cooke#, Patrick de Saint-Aignan# and Alberto Togni#. * Non-executive director # Independent non-executive director Bank of China 2005 Annual Report SUMMARY I. Corporate Information 1. Registered name in Chinese: 中國銀行股份有限公司（中國銀行） Registered name in English: BANK OF CHINA LIMITED (BANK OF CHINA) 2. Legal representative: Xiao Gang 1 3. Registered address of Head Office: 1 Fuxingmen Nei Dajie, Beijing, People’s Republic of China Post code: 100818 Internet website: www.boc.cn 4. Other relevant information Date of first registration: 31 October 1983 Place of first registration: State Administration for Industry and Commerce Corporate Business License serial number: 1000001000134 Financial License institutional serial number: B10311000H0001 Tax registration certificate number: Jingguo shui Xi Zi 110102100001342 Dishui Jing Zi 110102100001342000 The Report is prepared in both Chinese and English. Should there be any inconsistency between the Chinese and English versions, the Chinese version shall prevail. All financial figures are prepared in accordance with PRC GAAP. II. Financial Highlights 2005 2004 20031 Results of operations (Unit: RMB million) Net interest income 100,405 84,985 71,904 Non-interest income 15,623 19,752 20,935 Operating profit2 64,744 57,841 54,826 Less: impairment losses (10,985) (23,797) (16,432) Total profit before tax 55,140 34,576 38,573 Net profit 27,492 20,932 28,707 Balance sheet items (RMB million) Loans (net) 2,151,893 2,071,693 1,921,131 Total assets 4,742,806 4,270,443 3,979,965 Customer deposits 3,703,777 3,342,477 3,035,956 Total liabilities 4,480,186 4,037,705 3,750,489 Owner’s equity 233,842 205,351 203,752 Financial ratio (%) Return on average total assets3 0.72 0.61 0.68 Return on average owner’s equity4 12.62 10.04 10.585 Non-performing loan ration 4.62 5.12 16.28 Provision coverage ratio 80.55 68.02 67.29 Cost to income ration6 39.30 40.02 39.73 Capital adequacy ratio 10.42 10.04 N/A 2 1 Financial ratios for 2003 exclude the net gain from the sale of shares of Bank of China (Hong Kong) Limited (“BOCHK”) in the amount of RMB7.154 billion. 2 Profit Before Provision 3 Return on average total assets = after - tax profit ÷ average assets, average assets = (beginning total assets + ending total assets) ÷ 2 4 Return on average owner’s equity = net profit ÷ average owner’s equity, calculation of average owner’s equity is in line with the (Information Disclosure Rules for Companies Offering Securities to the Public) (No.9)-(Computation and Disclosure of Return on Net Assets and Earnings Per Share of China Securities Regulatory Commission) 5 As there were a number of financial restructuring transactions directed by the PRC government during 2003, the financial data of the year are not comparable with that of 2002. Therefore, return on average owner’s equity of 2003 is calculated based on the year-end owner’s equity. 6 Cost to income ratio = operating and administrative expenses ÷ (net interest income + non-interest income) III. Management Discussion & Analysis Overview In the 2005 fiscal year, Bank of China Group (“BOC” or the “Group”) achieved a steady and sustainable growth of the Group, generating a total operating profit of RMB64.744 billion and net profit at RMB27.5 billion, an increase of 12% and 31% from 2004. The key operating ratios of return on total average assets and return on total average equity were 0.72% and 2.62% respectively, up 0.11 and 2.58 percentage points than that of 2004. The Group’s cost to income ratio decreased by 0.72 percentage point from 2004 to 39.30% in 2005. Asset quality continued to improve, with the NPL ratio falling to 4.62% at the end of 2005. The provision coverage ratio was 80.55%, an increase of 12.53 percentage points from the end of 2004. The capital adequacy ratio increased by 0.38 percentage points from the previous year-end to 10.42%. By the end of 2005, cash dividends in the aggregate amount of RMB26.937 billion were declared and paid to the shareholders. Facing with the opportunities and challenges in tough competition, the Group has taken effective measures to modify its strategy and business model to support our planned growth. These measures consist of a number of key areas of focus, including effective capital management, control over asset quality, compensation and performance evaluation processes, which are all intended to better organize our business to align with the strategic objectives of the Group while leveraging our competitive advantages. Meanwhile, we keep on broadening our corporate banking business scope. In 2005, we are the first domestic bank authorized to provide customers with centralized management of foreign currency funds, thus broadening the business scope. We have more than 20,000 online corporate banking customers. The Bank has ranked first among domestic custodians for three consecutive years in terms of institutional assets under custody. In 2005, the Bank set up over 120 VIP wealth management centers in major cities across the country, bringing the number of wealth management centers to over 200 which are supported by over 2,000 wealth management advisors. In 2005, we successfully accomplished introduction of strategic investors and made significant progress in our IPO preparation. We further improved our corporate governance, which comprises the general meeting of shareholders, the Board of Directors, Board of Supervisors and senior management. It ensured the effectiveness and smooth operation of the Board. During the period, Mr. Patrick de Saint- Aignan and Sir Frederick Goodwin joined the Board of Directors as an independent director and non- executive director respectively while Mr. Jason Yeung joined as the Board secretary. 3 To meet the Group’s need for improved business and management process that reflects the increasing sophistication of our business and the evolving international practices, we continued to carry out reforms in the areas of financial reporting, risk management and human resources management during 2005. Among the domestic banks, we were the first to prepare annual financial statements for the years 2002-2004 in both PRC GAAP and IFRS so as to ensure our stable and prudent operation. In terms of risk management, we introduced two major reform measures: namely, centralizing credit review and approval as well as the management of loan classification. Pursuant to these reforms, the authority to review and approve credit was centralized and segregated from line management, the credit review and approval process was streamlined, the monitoring and management over the quality of credit assets were strengthened, and the internationally-accepted indicators for market risk management were introduced on a trial basis. We also strengthened our internal control and anti- money laundering mechanism. Last but not the least, substantial progress was made in reforming our human resources management which includes the establishment of a multi-dimension posting system, a competitive employment program and a market-based remuneration. They all contributed to a more effective performance-based approach in our human resources management. Financial statement analysis In 2005, the Group’s operating income was RMB116 billion, an increase of 11.43% compared to the year before. As a result of the continuous optimization and improvement of the Group’s assets and liability management, the Group’s net interest spread rose from 2.05% in 2004 to 2.21% in 2005, net interest margin increased from 2.15% in 2004 to 2.32% in 2005, the Group’s net interest income was RMB100.4 billion, an increase of RMB15.4 billion, or 18.1% compared to the year before. In 2005, the group achieved a non-interest income of RMB15.6 billion, a decrease of RMB4.1 billion year-on- year, which accounted for 13.5% of our operating income. The decline in non-interest income was mainly due to the impact of factors such as the RMB appreciation and the continuous rise of the USD interest rate.
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