Industrial Bank Co.,Ltd.

Announcement on Resolutions of the 2009 First Extraordinary General Shareholders’ Meeting

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.
I. Important Note
No motions were added, vetoed or changed during this meeting.
This meeting did not veto any proposals.
II.  Meeting Overview
1. Time
Time of the on-site meeting: 9:00 am on December 8, 2009
Time for online voting: The specific time for online voting via the trading system of the Shanghai Stock Exchange was from 9:30-11:30 and 13:00-15:00 on December 8, 2009
2. Venue of the on-site meeting: Conference Room, F3, Block A, Zhongshan Building, 154 Hudong Road, Fuzhou, PRC
3. Form of the meeting: on-site open voting and online voting
4. Convener: Board of Directors of the Board
5. Moderator: Mr. Gao Jianping, Chairman of the Company
6. The convening of the meeting complied with the Company Law of the People’s Republic of China and the Articles of Association of the Company. The meeting was witnessed by the Grandall Legal Group (Shanghai).
III. Attendance of the Meeting
323 shareholders and agents voted in the meeting, representing 3,432,943,861 voting shares and 68.66% of the total stock of the Company. Wherein, 59 shareholders and agents voted on-site, representing 2,448,554,292 voting shares and 48.97% of the total; 264 shareholders and agents voted online, representing 984,389,569 voting shares and 19.69% of the total.
IV. Deliberation and Voting on Proposals
Voting during the meeting was conducted by means of on-site open voting and online voting. The meeting deliberated on and adopted the following proposals:

(I) Proposal on director change, where Mr. Andrew Fung is selected as a director of the sixth Board of Directors

	Shares Represented	For	Against	Abstentions	Percentage in Favor
All shareholders	3,432,943,861	3,422,171,337	73,700	10,698,824	99.6862%

(II) Proposal on revising the Administrative Measures for Connected Transactions

	Shares Represented	For	Against	Abstentions	Percentage in Favor
All shareholders	3,432,943,861	3,425,193,906	385,320	7,364,635	99.7742%

(III) Proposal on the company complying with the conditions for share placement

	Shares Represented	For	Against	Abstentions	Percentage in Favor
All shareholders	3,432,943,861	3,417,660,402	77,600	15,205,859	99.5548%

(IV) Proposal on the rights issue plan

1. Type of share and book value per share

	Shares Represented	For	Against	Abstentions	Percentage in Favor
All shareholders	3,432,943,861	3,417,660,602	222,100	15,061,159	99.5548%

2. Proportion and quantity of rights issue

	Shares Represented	For	Against	Abstentions	Percentage in Favor
All shareholders	3,432,943,861	3,412,853,215	222,100	19,868,546	99.4148%

3. Share price and pricing basis

	Shares Represented	For	Against	Abstentions	Percentage in Favor
All shareholders	3,432,943,861	3,403,192,457	2,868,023	26,883,381	99.1334%

4. Targets of rights issue

	Shares Represented	For	Against	Abstentions	Percentage in Favor
All shareholders	3,432,943,861	3,417,660,602	222,100	15,061,159	99.5548%

5. Use of raised funds

	Shares Represented	For	Against	Abstentions	Percentage in Favor
All shareholders	3,432,943,861	3,417,669,502	213,200	15,061,159	99.5551%

6. Term of validity of the resolution

	Shares Represented	For	Against	Abstentions	Percentage in Favor
All shareholders	3,432,943,861	3,415,014,679	2,868,023	15,061,159	99.4777%

(V) Proposal on disposal of undistributed profits accumulated prior to the rights issue

	Shares Represented	For	Against	Abstentions	Percentage in Favor
All shareholders	3,432,943,861	3,415,021,379	2,716,623	15,205,859	99.4779%

(VI) Proposal on report on use of raised funds in the previous issue

	Shares Represented	For	Against	Abstentions	Percentage in Favor
All shareholders	3,432,943,861	3,417,658,402	79,600	15,205,859	99.5547%

(VII) Proposal on the feasibility report for the use of raised funds in the rights issue

	Shares Represented	For	Against	Abstentions	Percentage in Favor
All shareholders	3,432,943,861	3,415,012,479	79,600	17,851,782	99.4777%

(VIII) Proposal on requesting the general shareholders’ meeting to authorize the Board of Directors to handle specific matters regarding the right issue

	Shares Represented	For	Against	Abstentions	Percentage in Favor
All shareholders	3,432,943,861	3,415,008,478	79,600	17,855,783	99.4776%

(IX) 2009-2012 capital management plan

	Shares Represented	For	Against	Abstentions	Percentage in Favor
All shareholders	3,432,943,861	3,415,017,378	70,700	17,855,783	99.4778%

V. Legal Opinion

 

The general shareholders’ meeting was witnessed by Grandall Legal Group (Shanghai) on site, who presented Legal Opinions stating that: the procedures of the convening and holding of this general shareholders’ meeting comply with applicable laws, rules, regulations and the stipulations of the Articles of Association; the qualifications of the delegates are legal and valid; the voting procedure of the general shareholders’ meeting complies with applicable laws, rules, regulations and the stipulations of the Articles of Association, and the voting results and resolutions are legal and valid.

 

Board of Directors
Industrial Bank Co., Ltd.
December 9, 2009