Bank of Communications : REMUNERATION PLAN FOR DIRECTORS REMUNERATION PLAN FOR SUPERVISORS PROPOSED APPOINTMENT OF SHAREHOLDER SUPERVISOR AND NOTICE OF EGM

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this 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 circular.

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Bank of Communications Co., Ltd., you should at once hand this circular and the accompanying form of proxy and the reply slip to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Bank of Communications Co., Ltd.

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 03328)

REMUNERATION PLAN FOR DIRECTORS

REMUNERATION PLAN FOR SUPERVISORS

PROPOSED APPOINTMENT OF SHAREHOLDER SUPERVISOR

AND

NOTICE OF EGM

The notice convening the EGM to be held at Bocom Financial Tower, No. 188 Yin Cheng Zhong Lu, Shanghai, the PRC at 9:30 a.m. on Thursday, 28 October 2021, is set out on pages 11 to 12 of this circular.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon. For holders of H Shares, the proxy form should be returned to Computershare Hong Kong Investor Services Limited, the H share registrar and transfer office of the Bank in Hong Kong, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, by hand, post or fax as soon as practicable and in any event not less than 24 hours before the time appointed for holding the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or at any adjourned meeting thereof should you so wish.

If you intend to attend the EGM in person or by proxy, you are required to complete and return the reply slip to Computershare Hong Kong Investor Services Limited, or to the Board Office of the Bank on or before Friday, 8 October 2021.

13 September 2021

	TABLE OF CONTENTS
		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	REMUNERATION PLAN FOR DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	REMUNERATION PLAN FOR SUPERVISORS . . . . . . . . . . . . . . . . . . . . . . . .	7
4.	PROPOSED APPOINTMENT OF SHAREHOLDER SUPERVISOR . . . . . . . . . . .	9
5.	THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
6.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"Articles of Association"	means the articles of association of Bank of Communications Co.,
	Ltd. (as amended from time to time)
"A Share(s)"	means the domestic share(s) of par value of RMB1.00 each in the
	share capital of ordinary shares of the Bank which is/are listed on
	the Shanghai Stock Exchange and traded in Renminbi
"Bank"	means Bank of Communications Co., Ltd（. 交通銀行股份有限公
	司）, a joint stock limited company incorporated in the PRC, the H
	shares and A shares of which are listed on the Hong Kong Stock
	Exchange and the Shanghai Stock Exchange, respectively
"Board"	means the board of Directors of the Bank
"Board of Supervisors"	means the board of Supervisors of the Bank
"CBIRC"	means China Banking and Insurance Regulatory Commission
"Company Law"	means the Company Law of the People's Republic of China
"Director(s)"	means the director(s) of the Bank
"EGM"	means the extraordinary general meeting of the Bank to be held at
	Bocom Financial Tower, No. 188 Yin Cheng Zhong Lu, Shanghai,
	the PRC at 9:30 a.m. on Thursday, 28 October 2021
"Group"	the Bank and its subsidiaries
"Hong Kong"	means Hong Kong Special Administrative Region of the PRC
"Hong Kong Stock Exchange"	means The Stock Exchange of Hong Kong Limited
"H Share(s)"	means the overseas-listed foreign share(s) of par value of RMB1.00
	each in the share capital of ordinary shares of the Bank which is/are
	listed on the Hong Kong Stock Exchange and traded in Hong Kong
	dollars
"Latest Practicable Date"	means 8 September 2021, being the latest practicable date prior to
	the printing of this circular for the purpose of ascertaining
	information for inclusion herein

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DEFINITIONS

"Listing Rules"	means the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited, as amended, supplemented or
	otherwise modified from time to time
"Ministry of Finance"	means the Ministry of Finance of the People's Republic of China
"PRC"	means the People's Republic of China
"RMB"	means Renminbi, the lawful currency of the PRC
"Shareholder(s)"	means the holder(s) of the share(s) of the Bank
"Share(s)"	means A Share(s) and/or H Share(s)
"Supervisor(s)"	means the supervisor(s) of the Bank

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LETTER FROM THE BOARD

Bank of Communications Co., Ltd.

(A joint stock company incorporated in the People's Republic of China with limited liability)

	(Stock Code: 03328)
Executive Directors:	Registered Office:
Mr. Ren Deqi	No. 188, Yin Cheng Zhong Lu,
Mr. Liu Jun	China (Shanghai) Pilot
	Free Trade Zone
Non-executive Directors:	PRC
Mr. Li Longcheng
Mr. Wang Linping	Place of Business in Hong Kong:
Mr. Chang Baosheng	No. 20 Pedder Street
Mr. Liao, Yi Chien David	Central
Mr. Chan Siu Chung	Hong Kong
Mr. Song Hongjun
Mr. Chen Junkui
Mr. Liu Haoyang
Independent Non-executive Directors:
Mr. Yeung Chi Wai, Jason
Mr. Woo Chin Wan, Raymond
Mr. Cai Haoyi
Mr. Shi Lei
Mr. Zhang Xiangdong
Ms. Li Xiaohui
	13 September 2021
To the Shareholders
Dear Sir or Madam,

REMUNERATION PLAN FOR DIRECTORS

REMUNERATION PLAN FOR SUPERVISORS

PROPOSED APPOINTMENT OF SHAREHOLDER SUPERVISOR

AND

NOTICE OF EGM

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