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Bank of China Limited As the Issuer and the Bonds

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Bank of China Limited As the Issuer and the Bonds The Bonds are not equivalent to a time deposit, are unsecured and are not guaranteed. This is an investment product. If you are in any doubt about any of the contents of this retail prospectus, you should obtain independent professional advice. You should read this retail prospectus before deciding whether to buy the Bonds. BANK OF CHINA LIMITED (A joint stock company incorporated in the People’s Republic of China with limited liability) RMB 2.65% Bonds due 2012 (Tranche A Bonds) RMB 2.90% Bonds due 2013 (Tranche B Bonds) Joint Lead Managers and Bookrunners Bank of China (Hong Kong) Limited BOC International Placing Banks BankofChina(HongKong)Limited BankofCommunicationsCo., Ltd. Hong Kong Branch TheBankofEastAsia,Limited ChinaConstructionBank(Asia) Corporation Limited ChiyuBankingCorporationLimited ChongHingBankLimited Citibank(HongKong)Limited CITICBankInternationalLimited Dah Sing Bank, Limited DBS Bank (Hong Kong) Limited FubonBank(HongKong)Limited IndustrialandCommercialBank of China (Asia) Limited NanyangCommercialBank,Limited ShanghaiCommercialBank Limited StandardCharteredBank(HongKong)Limited WingHangBank, Limited Wing Lung Bank Limited Retail Prospectus dated September 7, 2010 We have registered a copy of this retail prospectus, with a letter from our auditor consenting to the inclusion of their audit report and review report, with the Registrar of Companies in Hong Kong as required by section 342C of the Companies Ordinance. Neither the Registrar of Companies nor the Securities and Futures Commission (SFC) takes any responsibility for the contents of this retail prospectus. The SFC takes no responsibility as to the contents of this retail prospectus, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this retail prospectus. SFC authorisation does not imply SFC’s endorsement or recommendation of the Bonds referred to in this retail prospectus. IMPORTANT You are warned that the market value of the Bonds may fluctuate. You should therefore ensure that you understand the nature of the Bonds and carefully study the risk warnings set out in this retail prospectus and, where necessary, seek independent professional advice, before you invest in the Bonds. The retail prospectus for the Bonds include particulars given in compliance with section 342C of the Companies Ordinance for the purpose of giving information with regard to Bank of China Limited as the issuer and the Bonds. The directors of Bank of China Limited (as the issuer) collectively and individually accept full responsibility for the accuracy of the information contained in this retail prospectus. They confirm, having made all reasonable enquiries, that to the best of their knowledge and belief this retail prospectus contains no untrue statement (including a statement which is misleading in the form and context in which it is included and including a material omission). The Bonds constitute general unsecured contractual obligations of Bank of China Limited (as the issuer). If you invest in the Bonds, you are relying upon Bank of China Limited’s creditworthiness. Our retail prospectus is also available in a Chinese translation from each Placing Bank listed on page 11 of this retail prospectus. ΐٙ΢ৣਯვБ॰՟fה׵͉ཧਯ௝೻ୋ̙͉ࠫو˖ཧਯ௝೻ٙʕ͉ Unless otherwise indicated, all references in this retail prospectus to “China”, “Mainland China” or the “PRC” are to the People’s Republic of China; all references to “Hong Kong” or “Hong Kong SAR” are to the Hong Kong Special Administrative Region of China; all references to “Macau” or “Macau SAR” are to the Macau Special Administrative Region of China; all statistical information in this retail prospectus relating to China excludes information with respect to Hong Kong SAR, Macau SAR and Taiwan. Unless otherwise indicated, all references in this retail prospectus to “Renminbi” or “RMB” are to the lawful currency of China; all references to “Hong Kong dollar” or “HK$” are to the lawful currency of Hong Kong SAR; all references to “U.S. dollar” or “US$” are to the lawful currency of the United States of America; and all references to “Euro” or “C” are to the euro, the currency introduced by the European Economic and Monetary Union, pursuant to the Treaty Establishing the European Community, as amended, in the European Union. Any discrepancy in any table between totals and sums of amounts listed therein is due to rounding. − 2 − CONTENTS Page KEYFACTSSTATEMENT ................................................. 4 SUMMARYOFTHEBONDSBEINGOFFERED ................................. 9 HOWTOBUYTHEBONDS................................................ 11 MORE INFORMATION ABOUT THE BONDS AND THIS RETAIL PROSPECTUS . 15 OUTLINE OFTHE MAIN DOCUMENTATION FORTHE BONDS .................... 18 DESCRIPTIONOFTHEBONDS............................................. 19 RISKFACTORS.......................................................... 22 CAPITALIZATION........................................................ 36 USEOFPROCEEDS...................................................... 36 BUSINESS.............................................................. 37 RISKMANAGEMENT..................................................... 56 MANAGEMENT......................................................... 63 SUBSTANTIALSHAREHOLDERS............................................ 68 TAXATION............................................................. 69 OTHER INFORMATIONABOUTOUR ISSUANCE OF BONDS ...................... 71 APPENDIXI – TERMSANDCONDITIONSOFTHEBONDS................... 74 APPENDIX II – AUDITED CONSOLIDATED FINANCIAL STATEMENTS AS AT, AND FOR THE YEAR ENDED, DECEMBER31,2009.................................... 83 APPENDIX III – UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION AS AT, AND FOR THE SIX MONTHS ENDED, JUNE30,2010......................................... 298 − 3 − KEY FACTS STATEMENT Issuer: RMB 2.65% Bonds due 2012 (Tranche A Bonds) Bank of China Limited (the Bank, we or us) RMB 2.90% Bonds due 2013 (Tranche B Bonds) This section provides you with key information about the Bonds. This section may not contain all the information that may be important to you. You should read and understand the entire retail prospectus before making your investment decision. Quick facts; what are the key features of the Bonds? Subscription period: 9:00 a.m. on September 8, 2010 to 2:00 p.m. on September 24, 2010 Subscription price: 100% of the principal amount (i.e. RMB10,000 per Bond). Issue date: September 30, 2010. Interest rate: Tranche A Bonds: 2.65% per annum. Tranche B Bonds: 2.90% per annum. Interest payment dates: At the end of every six months on March 30 and September 30 in each year, starting on March 30, 2011, until the maturity date. Maturity date: Tranche A Bonds: The interest payment date falling in September, 2012, which is currently expected to be September 30, 2012. Tranche B Bonds: The interest payment date falling in September, 2013, which is currently expected to be September 30, 2013. We (Bank of China Limited) will repay 100% of the principal amount of the Bonds on the maturity date. Repayment amount: 100% of the principal amount, if you hold the Bonds until maturity and an event of default has not occurred during the life of the Bonds. A description of the events of default is set out in page 20 of this retail prospectus. Ranking: Holders of the Bonds rank for payment equally with our other senior unsecured creditors. − 4 − Total issue amount: We (Bank of China Limited) have been authorized by our Board and our shareholders, and have obtained approvals from the People’s Bank of China (PBOC) and the National Development and Reform Commission (NDRC) to issue up to RMB5 billion in aggregate principal amount of bonds, including the Bonds offered to retail investors pursuant to this retail prospectus and the Bonds which may be offered to institutional investors under arrangements set out in separate documents. We (Bank of China Limited) will decide the total principal amount of the Bonds to be issued in light of investor demand and our funding requirements. Denomination, minimum purchase amount RMB10,000 which is also the principal amount and minimum transfer amount: per Bond. Handling fee payable to placing banks: 0.15% of the principal amount of the Bonds you purchase, unless waived or reduced by your placing bank. Is there any guarantee or collateral The Bonds are not secured on any of our arrangement? assets or any collateral. The Bonds are not guaranteed. You will be relying on the creditworthiness of us alone when you purchase the Bonds. Listing and liquidity: The Bonds will not be listed. There may only be a limited trading market for the Bonds or no market at all: you should be prepared to hold the Bonds to maturity. Governing law: Hong Kong law. What are the key risks of investing in the Bonds? • NOT equivalent to a time deposit; NOT protected under the Hong Kong Deposit Protection Scheme NOR guaranteed by the Hong Kong SAR Government’s Exchange Fund – Investment involves risks. This is an investment product and is not equivalent to a time deposit. The Bonds are not protected under the Hong Kong Deposit Protection Scheme nor guaranteed by the Hong Kong SAR Government’s Exchange Fund. The investment decision is yours but you should not invest in the Bonds unless the placing bank who sells the Bonds to you has explained to you that the Bonds are suitable for you having regard to your financial
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