PDF《WARNING》

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1 - (a joint stock limited company incorporated in the People'

s Republic of China with limited liability) WARNING This announcement ( Announcement ) in relation to the A share offering of Industrial and Commercial Bank of China Limited (the Company ) is a translation of the official announcement published in Chinese and is being published as required by The Stock Exchange of Hong Kong Limited solely for the purpose of providing information to the public in Hong Kong.

The issue of this Announcement in the People'

s Republic of China ( PRC , excluding, for these purposes, Hong Kong, Macau and Taiwan) is pursuant to PRC regulatory requirements in connection with our A share offering. The A shares are only being offered and sold in the PRC to, and can only be purchased by, investors that meet certain eligibility requirements under the PRC laws and regulations. By viewing this Announcement, you acknowledge, accept, and agree with the Company and its underwriters and advisors that: (a) the publication of this Announcement on this website does not constitute a prospectus, notice, circular, brochure or advertisement offering to sell any securities to the public, nor is it an invitation to the public to make offers to subscribe for or purchase any securities, nor is it calculated to invite offers by the public to subscribe for or purchase any securities;

(b) the publication of this Announcement must not be regarded as an inducement to subscribe for or purchase any securities, and no such inducement is intended;

(c) neither this Announcement nor anything contained herein shall form the basis of or be relied on in connection with any contract or commitment whatsoever and prospective investors of our H shares should not rely on information contained in this Announcement in making decisions as to whether to invest in our Global Offering;

(d) neither the Company nor any of its affiliates, underwriters or advisors makes any express or implied representation or warranty as to the accuracy or completeness of the information contained in this Announcement;

(e) each of the Company and its affiliates, underwriters and advisors expressly disclaims any and all liability on the basis of the information contained in or omitted from, or any inaccuracies or errors in, this Announcement;

(f) neither the Company nor any of its affiliates, underwriters or advisors is under any obligation, legal or otherwise, to update any information contained in this Announcement;

(g) the Company has not and will not register the securities referred to in the Announcements under the United States Securities Act of 1933, as amended, or any state securities laws of the United States;

and (h) as there may be legal restrictions on the distribution of this Announcement or dissemination of any information contained in this Announcement, you agree to inform yourself about and observe any such restrictions applicable to you. Prospective investors are reminded that the Global Offering is not conditional upon the A share offering. If an offer or an invitation is made to the public in Hong Kong in due course, please refer to a prospectus registered with the Registrar of Companies in Hong Kong for further details regarding the relationship between the Global Offering and the A share offering. This Announcement does not form part of any prospectus registered with the Registrar of Companies in Hong Kong save in so far as any information has already been incorporated into such prospectus. As part of the A share offering process, certain announcements will be published from time to time on the website of the Shanghai Stock Exchange, which may not be published on the Stock Exchange of Hong Kong Limited website. -

2 - Industrial and Commercial Bank of China Limited Initial Public Offering of A Shares: Announcement of Pricing, Results of the Institutional Placement and Public Offering Success Rate Subscriptions in the institutional placement and the public offering under the initial public offering of A shares (the A Share Offering) by Industrial and Commercial Bank of China Limited (the Issuer) were closed on

19 October 2006. The subscription funds paid by the strategic investors and the institutional placement participants of A shares have been verified by Zhonghongxin Jianyuan Certified Public Accountants, and Haiwen &

Partners has witnessed, and issued a legal opinion in respect of, the institutional placement process. The subscription funds paid by investors in the public offering have been verified by Ernst &

Young Dahua Certified Public Accountants. Based on the overall level of applications for the institutional placement and public offering, the Issuer and the Joint Sponsors (Lead Underwriters) have determined the results of the A Share Offering to be as follows: I. Offering Price and Pricing Basis Based on the results of the book-building process for the institutional placement and the results of the H share international book-building process, and taking into account the fundamentals of the Issuer, valuations of comparable companies and market conditions, the Issuer and the Joint Sponsors (Lead Underwriters) have determined the offering price in the A Share Offering to be RMB 3.12 per share. The price-earnings ratio corresponding to such price will be: 21.67 times (where earnings per share is calculated based on the forecast net profit for 2006, which has been reviewed by an accounting firm in accordance with the PRC accounting standards, divided by the total number of shares immediately following completion of the A Share Offering and H share offering, prior to any exercise of the over-allotment options). 27.34 times (where earnings per share is calculated based on the lower of (i) net profit for 2005, which has been audited by an accounting firm in accordance with the PRC accounting standards, or (ii) such net profit adjusted for the impact of non-recurring profit or loss, divided by the total number of shares immediately following completion of the A Share Offering and H share offering, prior to any exercise of the over-allotment options). In addition, the Issuer will concurrently offer H shares outside the PRC, with the offering price in the H share offering being HK$3.07 per H share. After adjustment for the exchange rate difference between the Hong Kong dollar and the Renminbi, the offering price in the A Share Offering is equivalent to the offering price in the H share offering. II. Details of the Institutional Book-building Process In accordance with the requirements of the Procedures Governing the Offering and Underwriting of Securities and the relevant regulations, the Joint Sponsors (Lead Underwriters) have verified and confirmed the qualifications of institutional placement participants against the list of placement participants registered with the Securities Association of China. As at the stipulated deadline, the Joint Sponsors (Lead Underwriters) had received a total of

173 Industrial and -

3 - Commercial Bank of China Limited Initial Public Offering of A Shares: Institutional Placement Subscription Quotation Forms applying for a total of 41.9052 billion shares, with all of them being valid subscriptions and total subscription funds amounting to RMB 130.746 billion. Valid subscriptions corresponding to the offering price of RMB 3.12 per share amounted to a total of 41.9022 billion shares. III. Details of the Subscriptions in the Public Offering 1. Number of Subscriptions in the Public Offering According to data provided by the Shanghai Stock Exchange, the number of valid subscriptions in the A share public offering was 1,551,272, applying for a total number of 208.425212 billion shares. 2. Over-allotment The initial size of the A Share Offering was 13.00 billion shares, which comprised a strategic placement of 5.76922 billion shares, an institutional placement of 3.00 billion shares and a public offering of 4.23078 billion shares. Based on the level of applications in the A Share Offering and the Issuer'

s financing demand, the Issuer and the Joint Sponsors (Lead Underwriters) have, after consultation, determined an additional allotment of 1.95 billion shares to investors in the public offering, representing 15% of the initial size of the A Share Offering;

with the overall offering size after over-allotment being 14.95 billion shares. IV. Implementation of the Clawback Mechanism In accordance with the provisions of the clawback mechanism disclosed in the Industrial and Commercial Bank of China Limited Initial Public Offering of A Shares: Announcement of Institutional Placement (the Announcement of Institutional Placement), because the preliminary success rate in the public offering is 2.965467%, which is lower than 3% and also lower than the preliminary institutional placement ratio, the Issuer and the Joint Sponsors (Lead Underwriters) have decided to implement the clawback mechanism to re-allocate

650 million shares from the institutional placement to the public offering. After the implementation of the clawback mechanism, the structure of the A Share Offering is as follows: the A Share Offering includes the placement of 5.76922 billion shares to strategic investors, representing 38.59% of the overall size after over-allotment;

the placement of 2.35 billion shares to institutional investors who have participated in the........