The Industrial Bank Co., Ltd (the “Company”) and all members of the Board of Directors hereby warrant that the information contained in this announcement is true, accurate and complete, and assume joint and several liabilities for any false representation, misleading statement or material omission.
The 2006 Annual General Shareholders' Meeting of the Industrial Bank Co., Ltd. was held on April 28, 2007 in the conference room on the 3rd floor of A Zhongshan Building, 154 Hudong Road , Fuzhou . The meeting was convened by the Board of Directors and presided over by Board Chairman Gao Jianping. 51 shareholders and/or shareholder proxies were present at the meeting, representing 3,013,600,609 voting shares and accounting for 60.27% of the total equity of five billion shares, which was in compliance with the relevant regulations of the Company Law of the People's Republic of China and the Articles of Association of the Company.
Ten motions were deliberated on and passed during the general shareholders' meeting through vote by open ballot:
(I) Work Report of the Board of Directors 2006
Voting Result: In Favor: 3,013,080,609 shares; In Opposition: 208,000 shares; Abstentions: 312,000 shares. Number of votes in favor accounted for 99.98% of voting shares present at the meeting.
(II) Work Report of the Board of Supervisors 2006
Voting result: In Favor: 3,013,080,609 shares; In Opposition: 208,000 shares; Abstentions: 312,000 shares. Number of votes in favor accounted for 99.98% of voting shares present at the meeting.
(III) Evaluation Report on Performance of Directors' Duties 2006
Voting result: In Favor: 3,007,794,686 shares; In Opposition: 248,000 shares; Abstentions: 5,557,923 shares. Number of votes in favor accounted for 99.81% of voting shares present at the meeting.
(IV) Evaluation Report on Performance of Supervisors' Duties 2006
Voting result: In Favor: 3,013,040,609 shares; In Opposition: 248,000 shares; Abstentions: 312,000 shares. Number of votes in favor accounted for 99.98% of voting shares present at the meeting.
(V) Annual Report 2006 (Full Text & Abstract)
Voting result: In Favor: 3,013,080,609 shares; In Opposition: 208,000 shares; Abstentions: 312,000 shares. Number of votes in favor accounted for 99.98% of voting shares present at the meeting.
(VI) 2006 Report on Final Financial Accounts & 2007 Financial Budget Scheme
Voting result: In Favor: 3,013,080,609 shares; In Opposition: 208,000 shares; Abstentions: 312,000 shares. Number of votes in favor accounted for 99.98% of voting shares present at the meeting.
(VII) 2006 Profit Distribution Plan
The Company appointed Fujian Huaxing Certified Public Accountants Ltd. and Ernst & Young as its auditors, which both issued a standard unqualified audit report. According to both domestic and overseas public accounting firms, the net profit of the Company in 2006 was RMB3,798,255,861.95. In addition to the undistributed profit RMB2,030,721,302.48 from the beginning of the year, the total distributable profit at the end of the year was RMB5,828,977,164.43.
2006 profit distribution plan: 10% of annual net profit should be drawn as statutory surplus reserve i.e. RMB379,825,586.20; according to Administrative Measures for the Withdrawal of Reserves for Non-performing Debts of Financial Enterprises (Cai Jin [2005] No. 49) promulgated by Ministry of Finance, RMB1,226,864,668.38 should be drawn as general reserves. Taking 5 billion shares as the base number following the issue of A shares in 2007, every 10 shares shall be entitled to a cash bonus of RMB2.6 (tax included), and total cash bonus will be RMB1.3 billion. The balance of undistributed profit i.e. RMB2,922,286,909.85 will be carried forward to the next year.
Voting result: In Favor: 3,007,834,686 shares; In Opposition: 5,453,923 shares; Abstentions: 312,000 shares. Number of votes in favor accounted for 99.81% of voting shares present at the meeting.
(VIII) Resolution on Appointment of Public Accounting Firms for 2007
It was approved that Fujian Huaxing Certified Public Accountants Ltd. and Ernst & Young be appointed as domestic and overseas auditors for the Company in 2007 at a cost of RMB2.5 million and RMB3 million respectively.
Voting result: In Favor: 2,868,080,609 shares; In Opposition: 145,208,000 shares; Abstentions: 312,000 shares. Number of votes in favor accounted for 95.17% of voting shares present at the meeting.
(IX) Resolution on Distribution of Accumulative Undistributed Profit before Public Offering & Profit Earned in the Year of Public Offering
It was approved that accumulative undistributed profit before public offering and net profit earned in the year of public offering should be shared by both existing and new shareholders of the Company.
Voting result: In Favor: 2,997,834,686 shares; In Opposition: 5,453,923 shares; Abstentions: 10,312,000 shares. Number of votes in favor accounted for 99.48% of voting shares present at the meeting.
(X) Resolution on Amendment of Administrative Measures on Information Disclosure of Industrial Bank Co., Ltd.
Voting result: In Favor: 3,013,080,609 shares; In Opposition: 208,000 shares; Abstentions: 312,000 shares. Number of votes in favor accounted for 99.98% of voting shares present at the meeting.
Please refer to official website of Shanghai Stock Exchange at www.sse.com.cn for details on Administrative Measures on Information Disclosure of Industrial Bank Co., Ltd.
The Grandall Legal Group Shanghai Office witnessed the general shareholders' meeting and subsequently issued a Legal Opinion stating that the convening and the holding of the meeting was in compliance with the applicable laws and regulations as well as Articles of Association of Industrial Bank Co., Ltd.; that all attendees to the meeting were duly qualified; and that the voting procedures of the meeting was in compliance with the applicable laws and regulations as well as Articles of Association of Industrial Bank Co., Ltd. meaning all voting results were legal and valid.
Board of Directors
Industrial Bank Co., Ltd.
May 8, 2007