Announcement on Resolutions of the 21st Meeting of the Sixth Board of Directors
The Industrial Bank Co., Ltd. issued the notice of the 21st meeting of the sixth Board of Directors on February 10, 2010, and held the meeting on March 2, 2010. Fourteen directors should attend the meeting, and 14 directors were in fact present(Director Li Xiaochun appointed Chairman Gao Jianping as proxy and Independent Director Deng Liping appointed Independent Director Wang Guogang as proxy to vote on their behalf.), which met the requirements of Company Law and the Company’s Articles of Association. 7 supervisors attended the meeting as non-voting delegates.
The meeting is chaired by Chairman Gao Jianping, and the following proposals were reviewed and approved:
1. 2009 Working Report of the Board of Directors
Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
2. 2009 Working Report of the President:
Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
3. Director Duty Performance Appraisal Report for 2009
Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
4. 2009 Working Report of the Executive Committee of the Board of Directors
Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
5. 2009 Working Report of the Risk Management Committee of the Board of Directors
Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
6. 2009 Working Report of the Audit and Related Party Transaction Control Committee of the Board of Directors
Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
7. 2009 Working Report of the Nomination Committee of the Board of Directors
Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
8. 2009 Working Report of the Remuneration and Examination Committee of the Board of Directors
Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
9. 2009 Final Financial Report and 2010 Financial Budget Scheme;
Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
10. 2009 Profit Distribution Proposal: The Company recorded a net profit of RMB13,281,942,672.62 in 2009, plus the retained earnings of RMB16,542,587,242.19 at the beginning of the year, and deducting the cash dividends of RMB2,250,000,016.19 paid in 2008, the profits available for distribution for the year is RMB27,574,529,898.62. The 2009 profit distribution is proposed as follows: according with the Company Law and the Company’s Articles of Association, no profit will be appropriated to statutory reserve surplus this year for the balance of the statutory reserve has exceeded 50% of the registered capital of the Company. RMB1,720,350,765.66 will be appropriated to general reserve; a cash dividend of RMB5.0 (tax included) will be paid for every 10 shares, which brings the total cash dividends to RMB 2.5 billion, and the retained earning will be carried forward to the next year.
Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
11. Proposal on Engagement of Accounting Firms for 2010. The Company agreed to continue the engagement of Fujian Huaxing Certified Public Accountants Co., Ltd. and Ernst & Young as auditors for the Company’s 2010 financial statements prepared under PRC GAAP and IFRS respectively. The auditing fees(including but not limited to business travel fees, accommodation fess and telecommunication fees) were RMB2.5 million and RMB3.3 million respectively.
Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
12. 2009 Annual Report and Abstract. Full text is available on the website of Shanghai Stock Exchange.
Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
13. 2009 Internal Control Self-assessment Report of the Board of Directors. Full text is available on the website of Shanghai Stock Exchange.
Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
14. 2009 Sustainability Report. Full text is available on the website of Shanghai Stock Exchange.
Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
15. 2009 Risk Tolerance Indicators Implementation Report and 2010 Scheme.
Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
16. Proposal on Formulating Administrative Measures on Reputational Risks
Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
17. Proposal on Granting a Internal Basic Credit Line to Hang Seng Bank(including Hang Seng Bank (China) Ltd); The related director, Mr. Andrew Fung, refrained from voting on this motion. The transaction is a related party transaction. Details of the transaction can be found on the website of Shanghai Stock Exchange
Voting Result: In Favor: 13 votes; In Opposition: 0 votes; Abstention: 0 votes.
18. Proposal on Granting 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. Details of the transaction can be found on the website of Shanghai Stock Exchange.
Voting Result: In Favor: 13 votes; In Opposition: 0 votes; Abstention: 0 votes.
19. 2009 Senior Management Members Remuneration Distribution Scheme
Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
20. Plan of Distributing 2006 Risk Funds to Senior Management Members
Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
21. Proposal on Participating in Jiujiang Bank’s Capital Increase and Shares Expansion; The Company agreed to buy 80.12 million shares at RMB3.3 per share so as to maintain its 20% shareholding proportion. The amount of required capital was RMB264,396 thousand.
Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
22. 2010 Working Plan of the Board of Directors
Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
23. Proposal on Convening the 2009 Annual General Shareholders’ Meeting.
Voting Result: In Favor: 14 votes; In Opposition: 0 votes; Abstention: 0 votes.
The above-mentioned Proposal 1, 3, 9, 10, 11 and 12 will be submitted to the General Shareholders’ Meeting for reviewing and approval.
The meeting also listened to the 2009 Working Report of the Board of Supervisors.