(Adopted at founding meeting of Bank of China Limited on August 23, 2004; approved by China Banking Regulatory Commission on November 17, 2004; amended at the first general shareholders’ meeting of Bank of China Limited of year 2005 on January 14, 2005; amended version approved by China Banking Regulatory Commission on March 17, 2005; amended at the sixth general shareholders’ meeting of Bank of China Limited of year 2005 on December 23, 2005; amended at the third general shareholders’ meeting of Bank of China Limited of year 2006 on March 8, 2006;amended version approved by China Banking Regulatory Commission on March 22, 2006; amended at the fourth general shareholders’ meeting of Bank of China Limited of year 2006 on March 28, 2006;amended version approved by China Banking Regulatory Commission on April 12, 2006; amended under the authorizations of the general shareholders’ meetings of Bank of China Limited of year 2005 on November 22 and of year 2006 on April 21;amended version approved by China Banking Regulatory Commission on September 27, 2006; amended at the 2006 Annual General Meeting of Bank of China Limited on June 14, 2007;amended version approved by China Banking Regulatory Commission on July 26, 2007; amended at the 2008 Annual General Meeting of Bank of China Limited on June 18, 2009; amended version approved by China Banking Regulatory Commission on August 13, 2009; amended at the 2009 Annual General Meeting of Bank of China Limited on May 27, 2010; amended version approved by China Banking Regulatory Commission on August 9, 2010; amended under the authorizations of the general shareholders’ meeting of Bank of China Limited of year 2010 on March 19 and the general shareholders’ meeting and the class shareholders’ meetings of Bank of China Limited of year 2010 on August 20; amended version approved by China Banking Regulatory Commission on March 23, 2011.)
Index
| Chapter 1 General Provisions |
4 |
| Chapter 2 Mission and Scope of Business |
6 |
| Chapter 3 Shares and Registered Capital |
7 |
| Chapter 4 Reduction of Shares and Share Repurchase |
9 |
| Chapter 5 Financial Assistance for the Purchase of the Bank' s Shares |
12 |
| Chapter 6 Share Certificates and Register of Shareholders |
14 |
| Chapter 7 Rights and Obligations of Shareholders |
18 |
| Chapter 8 Shareholders' Meeting |
23 |
| Chapter 9 Special Voting Procedures for Shareholders of Different Categories |
37 |
| Chapter 10 Board of Directors |
41 |
| Section 1 Directors |
41 |
| Section 2 Independent Director |
43 |
| Section 3 Board of Directors |
47 |
| Section 4 Special Committees under Board of Directors |
54 |
| Chapter 11 Secretary of the Board of Directors |
59 |
| Chapter 12 Board of Supervisors |
60 |
| Section 1 Supervisors |
61 |
| Section 2 Board of Supervisors |
62 |
| Section 3 Resolutions of Board of Supervisors |
65 |
| Chapter 13 President |
66 |
| Chapter 14 Qualifications and Obligations of the Bank' s Directors, Supervisors, President and Other Senior Management Personnel. |
68 |
| Chapter 15 Accounting System, Distribution of Profits and Audit |
76 |
| Section 1 Accounting System |
76 |
| Section 2 Internal Audit |
80 |
| Chapter 16 Engagement of Accounting Firm |
80 |
| Chapter 17 Notices |
83 |
| Chapter 18 Merger, Division, Dissolution and Liquidation |
84 |
| Section 1 Merger and Division |
84 |
| Section 2 Dissolution and Liquidation |
86 |
| Chapter 19 Amendment of the Articles |
89 |
| Chapter 20 Settlement of Disputes Involving Shareholders of Offshore-Listed Foreign Investment Shares |
90 |
| Chapter 21 Miscellaneous |
91 |
|
