The Industrial Bank Co., Ltd (the “Company”) and all members of the Board of Supervisors 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 twenty-first meeting of the fifth Board of Directors of the Industrial Bank Co., Ltd. was held in Nanjing on May 19, 2007. The number of directors eligible for attending the meeting was fourteen. The actual number of directors that attended the meeting was fourteen (among them, Director Patrick KW Chan entrusted Gao Jianping, Chairman of the Board, to exercise his voting right on his behalf on matters to be deliberated in the meeting). Thus the meeting complied with the relevant regulations of the Company Law of the People's Republic of China and the Articles of Association of the Company. Seven supervisors from the Company's Board of Supervisors attended the meeting as nonvoting delegates. The following resolutions were deliberated on and approved during the meeting:
I. Motion on Drafting Methods for Nomination and Election of Directors of the Sixth Board of Directors:
The term of the fifth Board of Directors will end on June 27, 2007. The meeting resolved that the Company will start to implement work regarding the change of the Board and the seeking of candidates from the date of the announcement. The details are as follows :
(I) Composition of the Sixth Board of Directors
According to the Articles of Association of the Company, the sixth Board of Directors shall consist of 15 directors, including 7 shareholder representative directors, 3 senior management directors and 5 independent directors (including at least a professional accountant).
(II) Procedure for Nomination of Director Candidates
Nomination of shareholder representative director candidates and senior management directors candidates may be proposed by the previous Board of Directors; shareholders individually or collectively holding over 3% of the voting shares externally issued by the Company may propose candidates to the Board of Directors, but the number proposed must comply with the regulations of the Articles of Association of the Company and can not exceed the number to be elected. No shareholder shall propose candidates for both directors and supervisors to the general shareholders' meeting at the same time. The Company's Board of Directors, Board of Supervisors, and shareholders individually or collectively holding over 1% of the voting shares externally issued by the Company may propose independent director candidates. One shareholder can only propose one independent director candidate and can not propose both independent director and external supervisor candidates.
(III) Timeframe on Nomination of Director Candidates. Starting from the day when the Board of Directors approves the Method and announces it formally, shareholders eligible to make nominations can propose director candidates within one month starting from the day the announcement is made.
Voting result: In Favor: 14 votes; In Opposition: 0 vote; Abstentions: 0 vote.
II. Budget Plan for Writing-off of Bad Debts in 2007 . It was approved that in 2007, the Company is entitled to, within a line amounting to RMB600 million, writing-off of its bad debts according to stipulated procedures.
Voting Result: In Favor: 14 votes; In Opposition: 0 vote; Abstentions: 0 vote.
III. Motion on Matters Regarding Purchase of Beijing Industrial Bank Building . It was approved that the investment budget for the Beijing Industrial Bank Building was to be increased from RMB700 million to RMB755.72 million.
Voting Result: In Favor: 14 votes; In Opposition: 0 vote; Abstentions: 0 vote.
IV. Motion on Adjustment of Investment Budget of Shanghai Business Operating Center Project. To meet the demands of the Company for future business development, it was approved that the land area and building area of the Shanghai Business Operating Center were to be increased, and the total investment budget for this project was to be adjusted from RMB351.21 million to RMB568.19 million.
Voting Result: In Favor: 14 votes; In Opposition: 0 vote; Abstentions: 0 vote.
V. Work Report of Executive Committee of the Board of Directors 2006;
Voting Result: In Favor: 14 votes; In Opposition: 0 vote; Abstentions: 0 vote.
VI. Work Report of Risk Management Committee of Board of Directors 2006;
Voting Result: In Favor: 14 votes; In Opposition: 0 vote; Abstentions: 0 vote.
VII. Work Report of Related Party Transaction Control Committee of Board of Directors 2006;
Voting Result: In Favor: 14 votes; In Opposition: 0 vote; Abstentions: 0 vote.
VIII. Work Report of Audit Committee of Board of Directors 2006;
Voting Result: In Favor: 14 votes; In Opposition: 0 vote; Abstentions: 0 vote.
IX. Work Report of Nomination, Remuneration and Evaluation Committee of the Board of Directors 2006;
Voting Result: In Favor: 14 votes; In Opposition: 0 vote; Abstentions: 0 vote.
Board of Directors
Industrial Bank Co., Ltd.
May 22, 2007