Announcement on Reslutions of the Fifteenth Meeting of the Sixth Board of Directors
The meeting notice for the Fifteenth Meeting of the Sixth Board of Directors of the Industrial Bank Co., Ltd. was issued on 27 February, 2009. The meeting was convened in Fuzhou on 14 March, 2009. The number of directors required to attend the meeting was 14. The number of directors that actually attended the meeting was 14 (Board Chairman Gao Jianping was authorized by directors Patrick K W Chan, Chua Phuay Hee and Li Xiaochun to exercise voting rights on the matters of deliberation in this meeting on their behalf). Meeting attendance conformed to the relevant provisions 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 in the capacity of non-voting delegates.
This meeting was presided over by Board Chairman Gao Jianping. The meeting deliberated on and adopted the following motions:
1. Assessment Report on the Performance of Duties and Responsibilities by Directors in 2008
Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
2. 2008 Work Report of the Executive Committee under the Board of Directors
Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
3. 2008 Work Report of the Risk Management Committee under the Board of Directors
Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
4. 2008 Work Report of the Auditing and Related Transaction Control Committee under the Board of Directors
Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
5. 2008 Work Report of the Remuneration and Examination Committee under the Board of Directors
Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
6. Motion Concerning the Appointment of Accountants for the 2009 Fiscal Year. It was agreed that the Fujian Huaxing Public Account Firm be reappointed for the domestic audit of the Company’s 2009 annual financial report and Ernst & Young be reappointed for the international audit of the Company’s 2009 annual financial report. The auditing fees are RMB 2.5 million and RMB3.3 million respectively.
Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
7. Motion Regarding the Issuance of Financial Bonds. It was agreed that the Company will publicly issue financial bonds totaling at no more than RMB 50 billion. The terms of such bonds are not to exceed 10 years and the funds raised from the issuance thereof are to be used in quality assets projects. Senior management has been authorized to determine the specific time of issue, terms, method of interest calculation and interest levels, and to organize the implementation. This authorization will remain effective until 31 December 2010.
Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
8. Motion Concerning the Revision of the Information Disclosure Management Method. The revised draft of this system can be viewed on the website of the Shanghai Stock Exchange (www.sse.com.cn). Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
9. Motion on the Formulation of the Management System for Information Disclosure Affairs. The full text of this document is available on the website of the Shanghai Stock Exchange (www.sse.com.cn). Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
10. Motion on the formulation of Regulations for the Annual Report of the Auditing and Related Transaction Control Committee under the Board of Directors; The full text of this document is available on the website of the Shanghai Stock Exchange (www.sse.com.cn). Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
11. Motion on the Granting of a Basic Internal Credit Line to the Hang Seng Bank (Including Hang Seng Bank (China) Limited). The related director, Mr. Patrick K W Chan, refrained from voting on this motion. The transaction is a related party transaction. The public notice containing the details of the transaction can be found on the website of Shanghai Stock Exchange (www.sse.com.cn). Voting Result: In Favor: 13 votes; In Opposition: 0 votes; Abstention: 0 votes.
12. Motion on the Granting of a Basic Credit Line to COFCO and the COFCO Finance Corporation Limited. The related director, Mr. Chua Phuay Hee, refrained from voting on this motion. The transaction is a related party transaction. The public notice containing the details of the transaction can be found on the website of Shanghai Stock Exchange (www.sse.com.cn). Voting Result: In Favor: 13 votes; In Opposition: 0 votes; Abstention: 0 votes.
13. Motion on the Issuance of 2005 Risk Funds for Senior Management.
Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
Motions 1, 6, 7 and 8 require deliberation and approval by the General Shareholders’ Meeting
Board of Directors
Industrial Bank Co., Ltd.
17 March, 2009