Announcement on Resolutions of the 2009 Annual General Shareholders’ Meeting
The 2009 Annual General Shareholders’ Meeting of the Industrial Bank Co., Ltd. was held on the morning of May 26, 2010 in the conference room on the third floor of Tower A, Zhongshan Building, 154 Hudong Road, Fuzhou. A total of 34 shareholders representatives attended the meeting. Said shareholders held a combined total of 2,177,732,449 shares with voting rights, accounting for43.5546% of the Company’s aggregate shares. The meeting attendance conformed to the relevant provisions of the Company Law of the People’s Republic of China and the Company’s Articles of Association. The meeting was witnessed by Grandall Legal Group (Shanghai) Firm.
The Meeting, presided over by Chairman Gao Jianping, deliberated on and adopted the following proposals by way of open ballot.
1. Proposal on Electing Mr. Tang Bin as Director of the Sixth Board of Directors. The Company’s General Shareholders’ Meeting elected Mr. Tang Bin as Director of the sixth Board of Directors, and the election result is subject to qualification approval by Fujian Bureau of China Banking Regulatory Commission. Voting results:
In Favor: 2,177,732,349 shares, accounting for 99.999995% of the shares with voting rights represented at the meeting
In Opposition: 0 shares
Abstentions: 100 shares
2. 2009 Working Report of the Board of Directors. Voting results:
In Favor: 2,177,732,349 shares, accounting for 99.999995% of the shares with voting rights represented at the meeting
In Opposition: 0 shares
Abstentions: 100 shares
3. 2009 Working Report of the Board of Supervisors. Voting results:
In Favor: 2,177,732,349 shares, accounting for 99.999995% of the shares with voting rights represented at the meeting
In Opposition: 0 shares
Abstentions: 100 shares
4. Director Duty Performance Appraisal Report for 2009. Voting results:
In Favor: 2,163,222,233 shares, accounting for 99.3337% of the shares with voting rights represented at the meeting
In Opposition: 0 shares
Abstentions: 14,510,216 shares
5. Supervisor Duty Performance Appraisal Report for 2009
In Favor: 2,163,222,233 shares, accounting for 99.3337% of the shares with voting rights represented at the meeting
In Opposition: 0 shares
Abstentions: 14,510,216 shares
6. The Board of Supervisors’ Appraisal on the Duty Performance of Directors, Senior Management Members in 2009. Voting results:
In Favor: 2,163,222,233 shares, accounting for 99.3337% of the shares with voting rights represented at the meeting
In Opposition: 0 shares
Abstentions: 14,510,216 shares
7. 2009 Final Financial Report and 2010 Financial Budget Scheme. Voting results:
In Favor: 2,177,732,349 shares, accounting for 99.999995% of the shares with voting rights represented at the meeting
In Opposition: 0 shares
Abstentions: 100 shares
8. 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 results:
In Favor: 2,177,606,049 shares, accounting for 99.9942% of the shares with voting rights represented at the meeting
In Opposition: 126,300 shares
Abstentions: 100 shares
9. 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 results:
In Favor: 2,177,732,349 shares, accounting for 99.999995% of the shares with voting rights represented at the meeting
In Opposition: 0 shares
Abstentions: 100 shares
10. 2009 Annual Report and Abstract. Voting results:
In Favor: 2,177,732,349 shares, accounting for 99.999995% of the shares with voting rights represented at the meeting
In Opposition: 0 shares
Abstentions: 100 shares
11. Proposal on Usage of Funds Raised Last Time. Voting results:
In Favor: 2,163,222,233 shares, accounting for 99.3337% of the shares with voting rights represented at the meeting
In Opposition: 0 shares
Abstentions: 14,510,216 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.
March 27, 2010