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BANK of CHINA LIMITED (A Joint Stock Company Incorporated in the People's Republic of China with Limited Liability) Global Offering of 25,568,590,000 Offer Shares

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BANK of CHINA LIMITED (A Joint Stock Company Incorporated in the People's Republic of China with Limited Liability) Global Offering of 25,568,590,000 Offer Shares BOWNE OF HONG KONG 05/24/2006 06:09 NO MARKS NEXT PCN: 002.00.00.00 -- Page/graphics valid 05/24/2006 06:10BOM H00419 001.00.00.00 65 CONFIDENTIAL BANK OF CHINA LIMITED (A joint stock company incorporated in the People's Republic of China with limited liability) Global Offering of 25,568,590,000 Offer Shares The Offer Shares are being offered by Bank of China Limited (the ""bank'' or ""we''): (i) outside the United States through BOCI Asia Limited, Goldman Sachs (Asia) L.L.C. and UBS AG acting through its business group, UBS Investment Bank, (in alphabetical order) and other purchasers named on page W-39 of this Offering Circular (collectively, the ""International Purchasers'') in accordance with Regulation S (""Regulation S'') under the U.S. Securities Act of 1933, as amended (the ""Securities Act''), and (ii) within the United States by certain of the International Purchasers through their respective selling agents to qualified institutional buyers as defined in Rule 144A under the Securities Act (""Rule 144A''). This International Offering (as defined on page W-11 of this Offering Circular) is part of a Global Offering (as defined on page W-11 of this Offering Circular) in which the bank is concurrently offering Offer Shares in Hong Kong through the Hong Kong Public Offering (as defined on page W-11 of this Offering Circular). The offer price per Offer Share is HK$2.95. The offer price excludes a brokerage fee, a trading fee imposed by The Stock Exchange of Hong Kong Limited (the ""Hong Kong Stock Exchange''), and a transaction levy imposed by the Securities and Futures Commission of Hong Kong (the ""SFC''), which together amount to 1.01% of the offer price, and which shall be payable by investors. Prior to the Global Offering, there has been no public trading market for H Shares. Application has been made for the listing of, and permission to deal in, the Offer Shares on the Hong Kong Stock Exchange. See ""Risk Factors'' on page W-21 herein and in the Hong Kong Prospectus incorporated herein to read about factors you should consider before making an investment in the Offer Shares. The bank has granted the International Purchasers an option to require the bank to issue up to 3,835,288,000 additional Offer Shares at the Offer Price. See ""Plan of Distribution''. The Offer Shares have not been registered under the Securities Act and are being offered and sold in the United States only to qualified institutional buyers as defined in Rule 144A under the Securities Act. Prospective purchasers that are qualified institutional buyers are hereby notified that the seller of the Offer Shares may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. The Offer Shares offered hereby are not transferrable except in accordance with the restrictions described under ""Transfer Restrictions''. A copy of the final version of the Hong Kong Prospectus, together with the written consents specified in the paragraphs headed ""Independent Accountants'' and ""Experts'', has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong). The SFC and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this Offering Circular. The Hong Kong Stock Exchange and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Offering Circular, 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 Offering Circular. The International Purchasers are severally purchasing or procuring on behalf of the bank purchasers for the Offer Shares being offered. The International Purchasers expect to deliver the Offer Shares through the facilities of the Central Clearing and Settlement System in Hong Kong against payment on or about June 1, 2006. Joint Global Coordinators and Joint Bookrunners (in alphabetical order) Offering Circular dated May 24, 2006. BOWNE OF HONG KONG 05/24/2006 04:39 NO MARKS NEXT PCN: 003.00.00.00 -- Page/graphics valid 05/24/2006 04:49BOM H00419 002.00.00.00 30 This Offering Circular incorporates the prospectus for the public offering of the Offer Shares in Hong Kong (the ""Hong Kong Prospectus''), save for certain sections and modifications. This Offering Circular should be read in conjunction with the Hong Kong Prospectus, which is included in this Offering Circular, and is qualified in its entirely by the more detailed information and financial information contained in the Hong Kong Prospectus. Terms used but not defined herein shall have the meanings given to them in the Hong Kong Prospectus incorporated herein. IMPORTANT If you are in any doubt about this Offering Circular, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser. This Offering Circular is confidential. You are authorized to use this Offering Circular solely for the purpose of considering the purchase of the Offer Shares, in the form of H Shares, of Bank of China Limited ( ) offered pursuant to this Offering Circular. The bank and the other sources identified herein have provided the information contained in the Offering Circular. The International Purchasers make no representation or warranty, express or implied, as to the accuracy or completeness of such information, and nothing contained in this Offering Circular is, or shall be relied upon as, a promise or representation by the International Purchasers. You may not reproduce or distribute this Offering Circular, in whole or in part, and you may not disclose any of the contents of this Offering Circular or use any information herein for any purpose other than considering an investment in the Offer Shares offered hereby. You hereby agree to the foregoing by accepting delivery of this Offering Circular. The Offer Shares have not been and will not be registered under the Securities Act for offer or sale as part of their distribution and, subject to certain exceptions, may not be offered or sold in the United States or to U.S. persons. The H Shares are not transferable except in accordance with the restrictions described herein. See ""Transfer Restrictions'' and ""Plan of Distribution''. No person has been authorized to give any information or to make any representations other than those contained in this Offering Circular and, if given or made, such information or representations must not be relied upon as having been authorized. This Offering Circular does not constitute an offer to sell or a solicitation of any offer to buy any securities other than the securities to which it relates or an offer to sell or a solicitation of an offer to buy such securities by any person in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this Offering Circular nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date hereof or that the information contained herein is correct as of any time subsequent to the date. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY UNITED STATES FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The distribution of this Offering Circular and the offering and sale of the Offer Shares in certain jurisdictions may be restricted by law. The bank and the International Purchasers require persons into whose possession this Offering Circular comes to inform themselves about and to observe any such restrictions. For a further description of certain restrictions on the offering and sale of the Offer Shares, see ""Transfer Restrictions'' and ""Plan of Distribution''. This Offering W-1 BOWNE OF HONG KONG 05/24/2006 05:32 NO MARKS NEXT PCN: 004.00.00.00 -- Page is valid, no graphics BOM H00419 003.00.00.00 32 Circular does not constitute an offer of, or an invitation to purchase, any of the Offer Shares in any jurisdiction in which such offer or invitation would be unlawful. Each prospective purchaser of the Offer Shares must comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells the Offer Shares or possesses or distributes this Offering Circular and must obtain any consents, approvals or permissions required for the purchase, offer or sale by it of the Offer Shares under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and neither we nor the International Purchasers shall have any responsibility therefor. THE INTERNATIONAL OFFERING IS BEING MADE ON THE BASIS OF THIS OFFERING CIRCULAR ONLY. ANY DECISION TO PURCHASE H SHARES IN THE INTERNATIONAL OFFERING MUST BE BASED ON THE INFORMATION CONTAINED HEREIN. In this Offering Circular, references to ""US$'' and ""U.S. dollars'' are to United States dollars and references to ""HK$'' are to Hong Kong dollars; and all references to ""RMB'' or ""Renminbi'' are to Renminbi, the official currency of the People's Republic of China (the ""PRC''). Unless otherwise stated in this Offering Circular, Renminbi amounts have been translated into U.S. dollars at the rate of RMB8.0702 to US$1.00 and Hong Kong dollars have been translated into U.S. dollars at the rate of HK$7.7533 to US$1.00, which were the noon buying rates in New York City for cable transfers as certified for customs purposes by the Federal Reserve Bank of New York on December 30, 2005.
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