IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain s342 independent professional advice. BANK OF CHINA LIMITED A1A(1) (A joint stock company incorporated in the People's Republic of China with limited liability) GLOBAL OFFERING Number of OÅer Shares under the : 25,568,590,000 (subject to adjustment and the Over- A1A(15)(2)( Global OÅering Allotment Option) Number of Hong Kong OÅer Shares : 1,278,430,000 (subject to adjustment) Number of OÅer Shares under the : 24,290,160,000 (subject to adjustment and the Over- International OÅering Allotment Option) Maximum OÅer Price : HK$3.00 per Hong Kong OÅer Share payable in full on A1A(15)(2)( application, subject to refund, plus brokerage of 1%, 3rd Sch 9 SFC transaction levy of 0.005% and Hong Kong Stock Exchange trading fee of 0.005% Nominal value : RMB1.00 each Stock code : 3988 Joint Global Coordinators, Joint Bookrunners, Joint Sponsors and Joint Lead Managers (in alphabetical order) The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of LR11.20 this prospectus, 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 prospectus. A copy of this prospectus, having attached thereto the documents speciÑed in Appendix X Ì ""Documents Delivered to the Registrar of s342C(1) Companies and Available for Inspection'' to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required s342C(2) by Section 342C of the Companies Ordinance, Chapter 32 of the Laws of Hong Kong. The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any other document referred to above. The OÅer Price is expected to be Ñxed by agreement between the Joint Global Coordinators (on behalf of the Hong Kong Underwriters) I.E. Note and us on the Price Determination Date. The Price Determination Date is expected to be on or around May 24, 2006 and, in any event, not later than May 29, 2006. The OÅer Price will be not more than HK$3.00 and is currently expected to be not less than HK$2.50 unless otherwise announced. Applicants for Hong Kong OÅer Shares are required to pay, on application, the maximum OÅer Price of HK$3.00 for each Hong Kong OÅer Share together with brokerage of 1%, SFC transaction levy of 0.005% and Hong Kong Stock Exchange trading fee of 0.005% subject to refund if the OÅer Price should be lower than HK$3.00. The Joint Global Coordinators (on behalf of the Underwriters, and with our consent) may reduce the number of OÅer Shares being I.E. Note oÅered under the Global OÅering and/or the indicative OÅer Price range below that stated in this prospectus (which is HK$2.50 to I.E. Note HK$3.00 per H Share) at any time prior to the morning of the last day for the lodging of applications under the Hong Kong Public OÅering. In such a case, notices of the reduction in the number of Hong Kong OÅer Shares and/or the indicative OÅer Price range will be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) not later than the morning of the last day for the lodging of applications under the Hong Kong Public OÅering. If applications for Hong Kong OÅer Shares have been submitted prior to the last day for the lodging of applications under the Hong Kong Public OÅering, then even if the number of Hong Kong OÅer Shares and/or the indicative OÅer Price range is so reduced, such applications cannot be subsequently withdrawn. Further details are set out in ""Structure of the Global OÅering''. We are incorporated, and a signiÑcant portion of our businesses are located, in the PRC. Potential investors should be aware of the LR19A.42(63 diÅerences in the legal, economic and Ñnancial systems between the mainland of the PRC and Hong Kong, and that there are diÅerent risk factors relating to investments in PRC-incorporated companies. Potential investors should also be aware that the regulatory framework in the mainland of the PRC is diÅerent from the regulatory framework in Hong Kong, and should take into consideration the diÅerent market nature of our Shares. Such diÅerences and risk factors are set out in ""Risk Factors'', ""Supervision and Regulation'', Appendix VII Ì ""Summary of Principal Legal and Regulatory Provisions'' and Appendix VIII Ì ""Summary of Articles of Association''. May 18, 2006 S342 EXPECTED TIMETABLE(1) (2) Application lists open ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 11:45 a.m. on Tuesday, May 23, 2006 A1A(15)(2)( Latest time for lodging White and Yellow Application 3rd Sch 8 Forms ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 12:00 noon on Tuesday, May 23, 2006 Latest time to give electronic application instructions to HKSCC ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 12:00 noon on Tuesday, May 23, 2006 Application lists closeÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 12:00 noon on Tuesday, May 23, 2006 Expected price determination date(3)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Wednesday, May 24, 2006 Announcement of: I.E. Note 13 ‚ the OÅer Price; ‚ the levels of indication of interest in the International OÅering; ‚ the results of applications in the Hong Kong Public OÅering (with successful applicants' identiÑcation document numbers, where appropriate); and ‚ the basis of allotment of the Hong Kong OÅer Shares to be published in South China Morning A1A(15)(2)( Post (in English) and Hong Kong Economic Times (in Chinese), on or before ÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Tuesday, May 30, 2006 Dispatch of H Share certiÑcates in respect of wholly or partially successful applications on or before(4) ÏÏÏÏÏ Tuesday, May 30, 2006 Dispatch of refund checks in respect of wholly or partially unsuccessful applications on or before(4)(5) Thursday, June 1, 2006 Dealings in the H Shares on the Hong Kong Stock Exchange expected to commence atÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 9:30 a.m. on Thursday, June 1, 2006 A1A(22) (1) All times refer to Hong Kong local time, except as otherwise stated. Details of the structure of the Global OÅering, including conditions of the Hong Kong Public OÅering, are set out in ""Structure of the Global OÅering''. (2) If there is a ""black'' rainstorm warning or a tropical cyclone warning signal number 8 or above in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Tuesday, May 23, 2006, the application lists will not open on that day. (3) The price determination date is expected to be on or about Wednesday, May 24, 2006 and in any event no later than Monday, May 29, 2006. If, for any reason, the OÅer Price is not agreed on or before Monday, May 29, 2006 between us and the Joint Global Coordinators (on behalf of the Hong Kong Underwriters), the Global OÅering (including the Hong Kong Public OÅering) will not proceed and will lapse. (4) Applicants who applied for 1,000,000 or more Hong Kong OÅer Shares and have indicated in their Application Forms their wish to collect refund checks (where applicable) and H Share certiÑcates (where applicable) in person may do so from our H Share registrar, Computershare Hong Kong Investor Services Limited, from 9:00 a.m. to 1:00 p.m. on the date notiÑed by the Company in the newspapers as the date of dispatch of share certiÑcate(s) and refund check(s). The date of dispatch of share certiÑcate(s) is expected to be Tuesday, May 30, 2006. The date of dispatch of refund check(s) is expected to be Thursday, June 1, 2006. Applicants being individuals who opt for personal collection must not authorize any other person to make collection on their behalf. Applicants being corporations who opt for personal collection must attend by their authorized representatives, each bearing a letter of authorization from his corporation stamped with the corporation's chop. Both individuals and authorized representatives (if applicable) must produce, at the time of collection, evidence of identity acceptable to Computershare Hong Kong Investor Services Limited. Uncollected refund checks and H Share certiÑcates will be dispatched by ordinary post to the addresses as speciÑed in the applicants' Application Forms at the applicants' own risk. (5) Refund will be made in respect of wholly or partially unsuccessful applications and in respect of successful applications if the OÅer Price is less than the price payable on application. H Share certiÑcates will become valid certiÑcates of title only if the Hong Kong Public OÅering has become unconditional in all respects and neither the Hong Kong Underwriting Agreement nor the International Purchase Agreement has been terminated in accordance with their respective terms. Investors who trade the H Shares on the basis of publicly available allocation details prior to the receipt of H Share certiÑcates or prior to the H Share certiÑcates becoming valid certiÑcates of title do so entirely at their own risk. i CONTENTS You should rely only on the information contained in this prospectus and the Application Forms to make your investment decision. We have not authorized anyone to provide you with information that is diÅerent from what is contained in this prospectus. Any information or representation not made in this prospectus must not be relied on by you as having been authorized by the Company, the Joint Global Coordinators, the Joint Sponsors, the Underwriters, any of their respective directors, or any other person or party involved in the Global OÅering.