GUIDANCE ON THE CORPORATION GOVERNANCE REFORM AND SUPERVISION OF BANK OF CHINA AND CHINA CONSTRUCTION BANK

China Banking Regulatory Commission

Guidance on the Corporation Governance Reform and Supervision of Bank of China and China Construction Bank

YinJianFa [2004] No.12

March 11th, 2004

Chapter I General Provisions

Article 1

Joint-stock reform for state-owned commercial banks is a brand new reform practice in China’s financial sector with great significance.
The present Guidance is hereby formulated with a view to ensuring the successful joint-stock reform experiments with the Bank of
China and China Construction Bank (hereinafter referred to as the two pilot banks).

Article 2

The general goal of the joint-stock reform for the two pilot banks is to lay special stress on such central links as reforming the
management system, perfecting the governance structure, transforming the operational system and improving the effect of operation
and to transform the two pilot banks into two modernized joint-stock commercial banks with adequate capital, strict internal control,
safe operation, sound service and benefit and international competitiveness within about three years.

Article 3

Through reform, the two pilot banks shall reach and remain at above the medium-level of the world’s top one hundred big banks by corporate
governance structure and internationally prevailing financial indicators.

Chapter II Reform of Corporation Governance

Article 4

The two pilot banks shall establish a standard shareholders’ general meeting, a standard board of directors, a standard supervisory
board and a standard system of senior management respectively.

The shareholders’ general meeting, board of directors, supervisory board and the system of senior management of the two pilot banks
shall be set up on the principles of separate establishment, separate three powers, effective constraint and coordinated development
in accordance with the requirements of modern corporate governance structure. A standard organizational framework shall be formed
by joint-stock commercial banks in accordance with the related provisions of the Corporate Law as well as other laws and regulations
so as to ensure independent operation and effective check and balance of various parties through a scientific and efficient system
of decision making, enforcement and supervision.

Article 5

The two pilot banks shall fairly and impartially choose strategic investors from home and abroad so as to change the unitary structure
of stock equity and realize diversification of investors.

By introducing strategic investors especially foreign strategic investors, the two pilot banks shall not only enhance capital strength
and improve their respective capital structure but also use for reference internationally advanced managerial experience, techniques
and methods, thus promoting their managerial modalities and operational concept to be compatible with those of internationally advanced
banks, and optimizing the corporate governance mechanism.

Article 6

The two pilot banks shall formulate clear and definite developing strategies so as to maximize value of the banks.

The two pilot banks shall proceed from their own conditions and the market guidance, identify their core competitive advantages and
market competitive advantages and formulate comprehensive development strategies in accordance with their development goals. And
the strategies shall be put into effect by year to ensure their realization.

Article 7

The two pilot banks shall establish scientific systems of decision making, internal control and risk management.

The two pilot banks shall establish and improve risk management system covering credit risk, market risk and operational risk etc.
and effectively identify, measure, supervise and control the risks.

Article 8

The two pilot banks shall, in accordance with the principle of intensive operating, exercise flatter organization and vertical business
management to consolidate business process and management process, optimize the system of organizational framework, improve resource
allocation and raise the efficiency of business operating.

Article 9

The two pilot banks shall, according to the requirement of human resources management for modern financial enterprises, deepen the
reform of the employment and personnel system, and establish market-oriented human resources management system and effective system
of incentives and constrains.

Article 10

The two pilot banks shall, in accordance with the standards and requirements for modern financial corporations and listed banks, exercise
prudent accounting system and stringent information disclosure system to enhance financial management and do a good job of information
disclosure.

Article 11

The two pilot banks shall reinforce the construction of information and technology and improve comprehensive management and service
functions in an all-round way.

Article 12

The two pilot banks shall implement the strategy of financial talents development, intensify targeted training programs and do well
in introducing excellent professionals to key posts, and at the same time, pay attention to the effective utilization and reasonable
allocation of human resources and play out the enthusiasm and creativity of available human resources.

Article 13

The two pilot banks shall bring into full play the specialized advantages of intermediary organizations and steadily step up the process
of joint-stock reform.

Chapter III Examination Indicators

Article 14

The examination indicators of the joint-stock reform for the two pilot banks shall include the net return on assets (ROA), the net
return on equity (ROE), cost income ratio, NPL ratio, capital adequacy ratio (CAR), large exposure concentration rate and provision
coverage ratio of non-performing loan.

Article 15

The ROA of the two pilot banks shall reach 0.6% in 2005, and international good standard in the year 2007.

Article 16

The ROE of the two pilot banks shall reach 11% in 2005, and further rise to over 13% in 2007 so as to ensure the effect of capital
investment and achieve good return.

Article 17

The cost income ratio of the two pilot banks shall be controlled within the range of 35% to 45% as of 2005.

Article 18

The two pilot banks shall divide the non-credit assets into five grades from 2004, examine the quality of all assets in accordance
with the five-grade classification, and keep the NPL ratio within the range of 3% to 5%.

Article 19

The two pilot banks shall manage capital in strict accordance with relevant provisions in the Regulations on Capital Adequacy Ratio
of Commercial Bank as of 2004 and, the CAR shall be kept at above 8% at any time point.

Article 20

The two pilot banks shall take effective measures to strictly control the centralized risk of the accreditation to the same borrower,
and the proportion of loan balance for the same borrower in the capital balance of the commercial banks shall be no more than the
risk indicator of 10% as of 2005.

Article 21

The provision coverage ratio of NPL shall reach 60% for the Bank of China and 80% for China Construction Bank at the end of 2005,
and be increased continuously by the end of 2007.

Chapter IV Examination and Reporting System

Article 22

The two pilot banks shall intensify efforts of bad assets disposal.

The two pilot banks shall investigate into law and regulation violating cases and severely punish the personnel involved in such breaching
of laws, regulations and disciplines. Asset recovery should be earnestly carried out, preventing a few enterprises from evading their
liabilities by the chance of reform and earnestly keeping away moral hazards. A preliminary report on the whole work of investigation
and corresponding measures shall be submitted before the end of 2004.

Article 23

A strict accountability system shall be exercised by the two pilot banks in the reform with the responsibilities implemented in accordance
with the goals and tasks for the reform of state-owned commercial banks established by the State Council. The chairmen of the board
of the two pilot banks shall bear primary responsibility.

The two pilot banks shall apply management by objective and make assessment of each stage’s work through strict examination and appraisal,
which shall be submitted to the Leading Group of Pilot Joint-stock Reform for Solely State-owned Commercial Banks under the State
Council on a quarterly basis and comprehensive and strict examination and appraisal shall be conducted once a year. Latest developments
of the reform shall be disclosed in a proper way to accept supervision from the society.

Article 24

China Banking Regulatory Commission will examine and supervise the reform of corporate governance structure and various financial
indicators of the two pilot banks through overall examination, examination by year and quarterly report supervision. Results of examination
and supervision shall be reported to the Leading Group of Pilot Joint-stock Reform for Solely State-owned Commercial Banks under
the State Council on a yearly and quarterly basis.

Chapter V Supplementary Provisions

Article 25

Interpretation of this Guidance is subject to China Banking Regulatory Commission.

Article 26

This Guidance shall come into effect as of March 11th, 2004.