Industrial Bank Co., Ltd.

Announcement on Resolutions of the Fourteenth Session of the Sixth Board of Directors

The Company and all members of the Board of Directors hereby guarantee the authenticity, accuracy and integrity of this Announcement, and shall bear joint responsibility for any false or misleading statements or material omissions contained in this Announcement.

The notice for convention of the Fourteenth Session of the Sixth Board of Directors of the Industrial Bank Co., Ltd. was issued on December 10, 2008 and the said meeting was held in Xiamen on December 20, 2008. The number of directors that should have attended the meeting was fourteen. The actual number of directors that attended the meeting was fourteen (among them, Directors Patrick K W Chan and Li Xiaochun entrusted Gao Jianping, Chairman of the Board, to exercise their voting right on their behalf on matters to be deliberated in the meeting).The meeting complied with the relevant regulations of the Company Law of the People's Republic of China and the Company's Articles of Association. Four supervisors from the Board of Supervisors of the Company attended the meeting as non-voting delegates.

Presided over by Gao Jianping, the Board Chairman, the meeting deliberated and approved the following four resolutions via voting by show of hands:

I.Resolution on adjustment of the members of the Risk Management Committee of the Board of Directors.
It is agreed that Director Li Renjie resigned from the position of member of Risk Management Committee, and Director Ba Shusong was elected to replace the position. Upon adjustment, the Risk Management Committee of the Board of Directors consists of five members, i.e. Directors Liao Shizhong, John Law, Kang Yukun, Ba Shusong and Lim Peng Khoon, among whom, Independent Director Ba Shusong is the chairman-member.
Voting Result: In Favor: 14 votes; In opposition: 0 vote; Abstentions: 0 vote.

II.Resolution on issuance of subordinated bonds.
The Board of Directors has approved the Company to issue subordinated bonds with a total amount of no more than RMB18 billion in the national inter-bank market and with a maturity of no more than 15 years. The specific issuance time, period, interest calculation method and interest rate standard will be arranged for and implemented by the operation team authorized by the Board of Directors under the approval of general shareholders'' meeting. The effective term of the authorization will end on December 31, 2010.
This issue is still subject to the deliberation and approval of the general shareholders' meeting. The Board of Directors agrees to propose a general shareholders' meeting in the near future to deliberate on this issue, and authorizes the management to determine the timing of the general shareholders' meeting upon communication with the regulatory authorities and to give the meeting notice 20 days in advance.
Voting Result: In Favor: 14 votes; In opposition: 0 vote; Abstentions: 0 vote.

III.Resolution on supplement to the writing-off line of bad debts in 2008.
It is agreed that the writing-off line of bad debts in 2008 will be increased from RMB700 million to RMB900 million.
Voting Result: In Favor: 14 votes; In opposition: 0 vote; Abstentions: 0 vote.

IV. Resolution on formulation of the Environmental and Social Risks Management Policy.
Voting Result: In Favor: 14 votes; In opposition: 0 vote; Abstentions: 0 vote.

The meeting also heard the Report on Implementation of Development Plan 2006-2010 and Countermeasures in Next Two Years, etc.

 

Board of Directors

Industrial Bank Co., Ltd.

December 23, 2008