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 2007 Annual Shareholders' Meeting of the Industrial Bank Co., Ltd was convened at the conference room on the third floor of A Zhongshan Building, 154, Hudong Road, Fuzhou on the morning of April 28, 2008. 48 shareholders were present in the meeting, whose voting shares were 3, 155, 861, 704 in number, representing 63.1172% of the Company's total share capital of 5 billion. Meeting attendance conformed to the relevant provisions of the Company Law of the People's Republic of China and the Articles of Association .
The meeting was witnessed by Grandall Legal Group (Shanghai) Office.
The Meeting was presided over by Gao Jianping, Chairman of the Board of Directors of the Industrial Bank Co., Ltd. Motions of the meeting were voted on by means of open ballot. The eleven motions below were deliberated and approved by the meeting:
I. 2007 Annual Work Report of the Board of Directors
Voting Result: In Favor: 3,155,861,704 shares, representing 100% of the voting shares present.
In Opposition: 0 shares, representing 0% of the voting shares present.
Abstention: 0 shares, representing 0% of the voting shares present.
II. 2007 Annual Work Report of the Board of Supervisors
Voting Result: In Favor: 3,155,861,704 shares, representing 100% of the voting shares present.
In Opposition: 0 shares, representing 0% of the voting shares present.
Abstention: 0 shares, representing 0% of the voting shares present.
III. 2007 Annual Assessment Report on the Performance of Duties and Responsibilities by the Directors
Voting Result: In Favor: 3,155,861,704 shares, representing 100% of the voting shares present.
In Opposition: 0 shares, representing 0% of the voting shares present.
Abstention: 0 shares, representing 0% of the voting shares present.
IV. 2007 Annual Assessment Report on the Performance of Duties and Responsibilities by the Supervisors
Voting Result: In Favor: 3,155,861,704 shares, representing 100% of the voting shares present.
In Opposition: 0 shares, representing 0% of the voting shares present.
Abstention: 0 shares, representing 0% of the voting shares present.
V. 2007 Annual Report and its Abstract
Voting Result: In Favor: 3,155,861,704 shares, representing 100% of the voting shares present.
In Opposition: 0 shares, representing 0% of the voting shares present.
Abstention: 0 shares, representing 0% of the voting shares present.
VI. 2007 Annual Report on Final Accounts & 2008 Annual Financial Budget Scheme
Voting Result: In Favor: 3,155,493,404 shares, representing 99.9883% of the voting shares present.
In Opposition: 0 shares, representing 0% of the voting shares present.
Abstention: 368,300 shares, representing 0.0117% of the voting shares present.
VII. 2007 Annual Profit Distribution Scheme
The 2007 annual net profit realized by the Bank was RMB8,585,766,746.36. In addition to the undistributed profits of RMB2,922,286,909.85 at the beginning of the year, the total distributable profit for this year was RMB11,508,053,656.21. The 2007 annual profit distribution plan was proposed as follows: at 10% of the net profit of the year, withdraw statutory common reserves of RMB858,576,674.64; withdraw general reserves of RMB1,147,002,820.08; distribute cash dividends at RMB3.2 per 10 shares (tax included); and carry forward the balance of the undistributed profits RMB7,902,474,161.49 to the next financial year.
Voting Result: In Favor: 3,154,189,731 shares, representing 99.9470% of the voting shares present.
In Opposition: 1,051,306 shares, representing 0.0333% of the voting shares present.
Abstention: 620,667 shares, representing 0.0197% of the voting shares present.
VIII. Motion on Appointing Accounting Firms for 2008.
At the meeting it was agreed that the Fujian Hua Xing Public Account Firm and Ernst & Young would be appointed as the domestic and foreign auditing bodies, whose auditing fees are RMB2,500,000 and RMB3,300,000 respectively
Voting Result: In Favor: 3,155,861,704 shares, representing 100% of the voting shares present.
In Opposition: 0 shares, representing 0% of the voting shares present.
Abstention: 0 shares, representing 0% of the voting shares present.
IX. Motion on Formulating the Allowance Regulations for the Independent Directors of the Industrial Bank
Voting Result: In Favor: 3,155,241,037 shares, representing 99.9803% of the voting shares present.
In Opposition: 0 shares, representing 0% of the voting shares present.
Abstention: 620,667 shares, representing 0.0197% of the voting shares present.
X. Motion on Formulating the Allowance Regulation for the External Supervisors of the Industrial Bank
Voting Result: In Favor: 3,155,241,037 shares, representing 99.9803% of the voting shares present.
In Opposition: 0 shares, representing 0% of the voting shares present.
Abstention: 620,667 shares, representing 0.0197% of the voting shares present.
XI. Motion on the Change of Supervisors
Given the fact that Mr. Xie Kuixing resigned as supervisor due to a change of position, Ms Zhou Yuhan is selected by the general shareholders' meeting as a supervisor of the fourth session of Board of Supervisors.
Voting Result: In Favor: 3,155,830,104 shares, representing 99.9990% of the voting shares present.
In Opposition: 0 shares, representing 0% of the voting shares present.
Abstention: 31,600 shares, representing 0.0010% of the voting shares present.
The meeting was witnessed by the Grandall Legal Group (Shanghai) Office. The Legal Opinions issued by the witness hold that: the convening and the holding of this general shareholders' meeting conforms with national laws, rules and the provisions of the Articles of Association; The qualifications of the attendees were legitimate and valid; The voting procedure of this general shareholders' meeting conforms with the relevant national laws, regulations and the Articles of Association, and the voting results are legitimate and valid.
Board of Directors of Industrial Bank Co., Ltd.
April 28, 2008