The Meeting, presided over by Chairman Gao Jianping, deliberated on and adopted the following proposals by way of open ballot.
1. The 2008 Work Report of the Board of Directors, with the following voting results:
In Favor: 3,000,509,923 shares, accounting for 100% of the shares with voting rights represented at the Meeting
In Opposition: 0 shares
Abstentions: 0 shares
2. The 2008 Work Report of the Board of Supervisors, with the following voting results:
In Favor: 3,000,509,923 shares, accounting for 100% of the shares with voting rights represented at the Meeting
In Opposition: 0 shares
Abstentions: 0 shares
3. The 2008 Evaluation Report on Fulfillment of Duties by Directors, with the following voting results:
In Favor: 3,000,509,923 shares, accounting for 100% of the shares with voting rights represented at the Meeting
In Opposition: 0 shares
Abstentions: 0 shares
4. The 2008 Evaluation Report on Fulfillment of Duties by Supervisors, with the following voting results:
In Favor: 3,000,509,923 shares, accounting for 100% of the shares with voting rights represented at the Meeting
In Opposition: 0 shares
Abstentions: 0 shares
5. The Evaluation Report of the Board of Supervisors on Fulfillment of Duties by Directors and Senior Management Personnel in 2008, with the following voting results:
In Favor: 3,000,509,923 shares, accounting for 100% of the shares with voting rights represented at the Meeting
In Opposition: 0 shares
Abstentions: 0 shares
6. The 2008 Annual Report and Abstract, with the following voting results:
In Favor: 3,000,509,923 shares, accounting for 100% of the shares with voting rights represented at the Meeting
In Opposition: 0 shares
Abstentions: 0 shares
7. The Report on 2008 Final Financial Accounts and the 2009 Financial Budget Scheme, with the following voting results:
In Favor: 3,000,509,923 shares, accounting for 100% of the shares with voting rights represented at the Meeting
In Opposition: 0 shares
Abstentions: 0 shares
8. The Preliminary 2008 Profit Distribution Scheme. The Company registered net profits of RMB11,385,026,622.38 in 2008, which, along with the undistributed profits of RMB7,902,474,161.49 from the beginning of the year, brings the year’s total profits available for distribution to RMB19,287,500,783.87. The 2008 profit distribution scheme is as follows: a 10% allocation of the year’s net profits to the statutory reserve fund, amounting to RMB1,138,502,662.24; general provisions amounting to RMB1,606,410,879.44; and a cash dividend of RMB4.5 (including tax) for every 10 shares, totaling at RMB2.25 billion in distributed cash dividends. The remaining undistributed profits are to be carried forward to the next year. The voting results are:
In Favor: 3,000,475,623 shares, accounting for 99.9989% of the shares with voting rights represented at the Meeting
In Opposition: 34,300 shares, accounting for 0.0011% of the shares
Abstentions: 0 shares
9. The Proposal Regarding the Appointment of Accounting Firms for the Year 2009. It is agreed that the Company will continue to engage Fujian Huaxing Certified Public Accountants Co., Ltd. as the auditing firm for the audit of the domestic standards of the Company’s 2009 financial report, and Ernest & Young as the auditing firm for the audit of the international standards of the Company’s 2009 financial report, the fees of which are RMB2.5 million and RMB3.3 million, respectively. The voting results are:
In Favor: 3,000,509,923 shares, accounting for 100% of the shares with voting rights represented at the Meeting
In Opposition: 0 shares
Abstentions: 0 shares
10. The Proposal Regarding the Issuance of Subordinated Debts. It is agreed that the Company will issue a maximum of RMB18 billion worth of subordinated bebts to the inter-bank market with a maximum term of 15 years in order to supplement tier 2 capital. It is also agreed that the Board of Directors will authorize the Company’s management to determine the specific timing, term, interest calculating methods and interest rates of the bonds; the authorization will remain valid until December 31, 2010. The voting results are:
In Favor: 3,000,509,823 shares, accounting for 99.999997% of the shares with voting rights represented at the Meeting
In Opposition: 0 shares
Abstentions: 100 shares, accounting for 0.000003% of the shares
11. The Proposal Regarding the Issuance of Financial Bonds. It is agreed that the Company will issue a maximum of RMB50 billion worth of financial bonds in an open manner, with a maximum term of 10 years. The funds raised will be devoted to quality asset projects. It is agreed that the Board of Directors will authorize the Company’s management to determine the specific timing, term, interest calculating methods and interest rates of the bonds; the authorization will remain valid until December 31, 2010. The voting results are:
In Favor: 3,000,509,923 shares, accounting for 100% of the shares with voting rights represented at the Meeting
In Opposition: 0 shares
Abstentions: 0 shares
12. The Proposal Regarding the Formulation of ‘Administrative Measures on Outward Equity Investment’, with the following voting results:
In Favor: 3,000,509,923 shares, accounting for 100% of the shares with voting rights represented at the Meeting
In Opposition: 0 shares
Abstentions: 0 shares
13. The Proposal Regarding the Revision of ‘Administrative Measures on Information Disclosure’. The full text is available on the website of the Shanghai Stock Exchange. The voting results are:
In Favor: 3,000,509,923 shares, accounting for 100% of the shares with voting rights represented at the Meeting
In Opposition: 0 shares
Abstentions: 0 shares
14. The Proposal Regarding the Revision of the Articles of Association, with the following voting results:
In Favor: 2,998,232,261 shares, accounting for 99.9241% of the shares with voting rights represented at the Meeting
In Opposition: 0 shares
Abstentions: 2,277,662 shares, accounting for 0.0759% of the shares
The General Shareholders’ Meeting was witnessed by Grandall Legal Group (Shanghai) Firm, which issued a Legal Opinion stating that the convening and proceeding procedures of the General Shareholders’ Meeting complied with the provisions of laws, regulations and the Company’s Articles of Association; that the credentials of all attendees of the General Shareholders’ Meeting were lawful and valid; that the voting procedures of the General Shareholders’ Meeting complied with the provisions of laws, regulations and the Company’s Articles of Association; and that the voting results are lawful and valid.
Board of Directors
Industrial Bank Co., Ltd.
May 18, 2009