Announcement on Shares Change Following the 2010 Right Issue and the Listing of Rights Shares


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 Notes
No opinion of the Shanghai Stock Exchange (SSE) or other governmental agency in regard to the listing of the Company’s shares and matters related thereto shall constitute any guarantee to the Company.
The Company and the sponsor hereby remind investors to refer to the full text of the Prospectus on Rights Issue and other documents on the website of the Shanghai Stock Exchange (http://www.sse.com.cn) for any information which is not covered in this announcement.
In accordance with the Securities Law of the People’s Republic of China, the Finance Department of Fujian Province and Hang Seng Bank Limited, which hold a stake of more than 5% in the Company, undertake that they will not sell the Company’s shares for a period of six months following the listing date of the newly offered shares; if these parties should reduce their holding, the gains thereof shall be retained by the Company. In accordance with the Article 47 of the Securities Law, if the directors, supervisors and senior management members of the Company involved inthis rights issue sell their shares within six months after the listing date of the rights shares, the returns thereof shall be retained by the Company. Any change of shares held by the directors, supervisors and senior management members of the Company shall be treated in accordance with the Rules on the Management of Shares Held by the Directors, Supervisors and Senior Management Members of Listed Companies and the Changes Thereof.
The currency mentioned in the announcement is RMB.
II. Information on Share Listing
The announcement was prepared in accordance with the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Administrative Measures for the Issuance of Securities by Listed Companies and the Rules of Shanghai Stock Exchange on Share Listing and other applicable laws, rules and regulations.
The rights issue has been approved by the China Securities Regulatory Commission with the Securities Permit [2010] No. 586.
As permitted by SSE, the total 992,450,630 RMB-dominated ordinary rights shares will be listed for trading starting from June 8, 2010. The rights shares will appear in investors’ accounts prior to the listing for trading. Investors are reminded to confirm receipt thereof.
Information on listing of the rights shares is as follows:
1. Listing place: Shanghai Stock Exchange
2. Listing time of newly issued shares: June 8, 2010
3. Stock abbreviation: Industrial Bank
4. Stock code: 601166
5. The number of total shares after this issuance: 5,992,450,630 shares
6. The number of newly issued shares is 992,450,630 shares, all of which don’t have sale restriction and are free to float.
7. Circulation restriction and term on shares held by shareholders prior to the rights issue: all IB’s shares are free to be traded and don’t have any sale restriction
8. Stock registry: China Securities Depository & Clearing Corp. Ltd. Shanghai Branch
9. Listing sponsor: Credit Suisse Founder Securities Limited
III. Information of the issuer, shareholders and actual controller
1. Basic information of the issuer
Company name: Industrial Bank Co., Ltd.
Stock code: 601166
Legal representative: Gao Jianping
Secretary to the Board of Directors: Tang Bin
Registration address: 154 Hudong Road, Fuzhou, Fujian Province
Postal code: 350003
Tel: 0591-87839338
Fax: 0591-87871269
Website: http://www.cib.com.cn
The Issuer’s business scope: deposits taking; provision of short-term, medium-term and long-term loans; local and international payment and settlement; bills acceptance and discounting; issuing of financial bonds; agency issuing, agency cashing and underwriting of government bonds; trading of government bonds and financial bonds; dealings of derivative products of financial institutions (excluding derivative products related to stock and commodities); custody of securities investment fund and social securities fund; inter-bank borrowing and lending; trading or agency trading of foreign exchange; settlement and sales of foreign currencies; bank card business; L/C services and guarantee; agency collections and payments; safe-box services; and other banking activities approved by the China's Banking Regulatory Commission (CBRC).
2. Shareholding of the Company’s directors, supervisors and senior management members
As of June 1, 2010, the shareholding of the Company’s directors, supervisors and senior management members were as follows:

Name Position Number of shares held prior to the rights issue
May 24, 2010
Number of shares held after the rights issue
June 1, 2010
Gao Jianping Chairman 00
Liao Shizhong Director 00
Andrew Fung Director 00
Chua Phuay Hee Director 00
John Law Director 00
Li Xiaochun Director 00
Li Renjie Director, President 00
Kang Yukun Director, Vice President 00
Chen Dekang Director,
Vice President
00
Tang Bin Director,
Secretary to the Board of Directors
00
Wang Guogang Independent Director 00
Ba Shusong Independent Director 00
Deng Liping Independent Director 00
Xu Bin Independent Director 00
Lim Peng Khoon Independent Director 00
Bi Zhonghua Chairwoman of the Board of Supervisors 00
Wu Xiaohui Supervisor 00
Chen Xiaohong Supervisor 00
Deng Weili Supervisor 00
Zhou Yuhan Supervisor 00
Lai Furong Supervisor 00
Hua Bing Supervisor 00
Li Shuang External Supervisor 00
Wu Shinong External Supervisor 00
Jiang YunmingVice President00
Lin ZhangyiVice President00

3. Major shareholders of the issuer and actual controller
The issuer doesn’t have any controlling shareholder or actual controller.
The issuer’s largest shareholder is the Finance Department of Fujian Province, and is located in No. 5 Zhongshan Road, Fuzhou, Fujian. As of December 31, 2009, the Finance Department of Fujian Province held 1,040,053,632 shares of the Company, which accounted for 20.80% of the Company’s total share capital.
4. Shareholding changes after the rights issue
The shareholding changes after the rights issue is as follows:

Share typeBefore rights issueShare increase in the rights issue After rights issue
Number(share) Percentage (%) Number(share)Percentage (%)
I. Shares with sale restriction      
1. State-owned shares 00000
2. State legal person shares 00000
Total number of shares with sale restriction 00000
II. Shares without sale restriction      
A shares 5,000,000,000100992,450,6305,992,450,630100
Total number of shares without sale restriction 5,000,000,000100992,450,6305,992,450,630100
III. Number of total shares 5,000,000,000100992,450,6305,992,450,630100

Note: 2 rights shares for every 10 shares will be issued to existing shareholders.
After the rights issue, the top ten share of the Company as of June 1, 2010 and shareholding thereof is as follows:

 Number of shares(share) Percentage in the total share capital (%)
1Finance Bureau of Fujian Province1,248,064,35920.83
2Hang Seng Bank Limited766,908,00012.80
3Tetrad Ventures Pte Ltd229,680,0003.83
4COFCO Limited 166,180,4652.77
5Fujian Tobacco Haisheng Investment Management Co., Ltd. 160,000,0002.67
6GF Jufeng Securities Investment Fund84,959,9561.42
7Longyan Municipal Finance Bureau of Fujian Province84,000,0001.40
7China Tobacco Hunan Industrial Co., Ltd. 84,000,0001.40
9E Fund SSE50 Index Securities Investment Fund 82,769,8891.38
10Inner-Mongolia Xishui Venture Co., Ltd.80,679,0601.35

IV. Information on rights issue
1. Number of rights shares: 992,450,630
2. Issuing price: RMB18.00 per share.
3. Way of issuance: online pricing and issuance.
4. Total amount of raised funds and verification of funds by CPA: The total amount of funds raised in the rights issue is RMB17,864,111,340.00 (including issuance expenses). Fujian Huaxing Accounting Firm has issued a report on the verification of paid-in capital. Said report is numbered MHXS (2010) YZ G-003.
5. Total issuance expenses and the expense per share: The total issuance expenses (including underwriter and sponsor fees, attorney fees, accountant fees, road show fees, registration and trust fees etc.) are RMB172,940,758.48 and the issuance expenses per share are RMB0.17.
6. Net amount of raised funds: RMB17,691,170,581.52.
V. Other important matters
No other important matters that may exert an important impact on the issuer have occurred between the publication date of the Prospectus on Rights Issue and the publication of this announcement on listing.
VI. Sponsor and its opinion
1. Sponsor:
Credit Suisse Founder Securities Limited
Legal representative: Lei Jie
Address: F15, South Building, Financial Street Center, A9, Financial Street, Xicheng District, Beijing
Tel: 010-66538666
Fax: 010-66538566
Contacts: Zhao Yuan, Guo Yuhui, Yan Bo, Zhang Ke
2. Sponsor’s opinion
The sponsor for the rights issue, Credit Suisse Founder Securities Limited, has reviewed the information in the listing documents of the issuer, and has deemed that: the issuer’s application for the listing of the rights shares complies with the applicable laws, rules and regulations, such as the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China and the Rules of Shanghai Stock Exchange on Share Listing, and the issuer’s shares are therefore qualified for listing in Shanghai Stock Exchange.
Credit Suisse Founder Securities Limited agrees to sponsor the rights shares issued by the Company for listing and trading, and undertakes corresponding sponsoring responsibilities.

 

Issuer: Industrial Bank Co., Ltd 
Sponsor: Credit Suisse Founder Securities Limited
Joint lead underwriters: Credit Suisse Founder Securities Limited
                                            Industrial Securities Co., Ltd
                                            UBS Securities Company Limited
Financial consultant/co-lead underwriter: CITIC Securities Co., Ltd
June 4, 2010