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.
The notice of the 25th meeting of the sixth Board of Directors was sent out on June 30. The meeting was held on July 9 in Harbin. 15 directors should attend the meeting, and 15 directors were in fact present, which was in compliance with the Company Law and the Company’s Articles of Association. 5 supervisors of the Company were present at the meeting without voting rights.
The meeting was presided by Chairman Gao Jianping. After reviewing and discussion, the meeting approved the following proposals and formed resolutions as follows:
I. Proposal on the formulation of the Measures for Nomination and Election of Directors for the 7th Board of Directors
The term of the 6th Board of Directors will expire on October 18, 2010. The meeting has resolved that preparations for the election of a new Board of Directors shall commence from the date of announcement. In accordance with the Articles of Association of the Company, specific arrangements were made as follows:
1. Composition of the 7th Board of Directors: In accordance with the Articles of Association, the 7th Board of Directors will comprise of 15 directors, including 6 shareholder representatives, 4 senior management directors and 5 independent directors (including at least one professional accountant).
2. Procedures for nomination of director candidates: The previous Board of Directors could nominate director candidates that were shareholder representatives and senior management members. Shareholders who separately hold or jointly hold more than three percent of the Company’s shares can nominate candidates to the Board of Directors, provided that the number of candidates complies with the Articles of Association and is no more than the number of proposed directors. If the number of director candidates recommended by shareholders who separately hold or jointly hold more than three percent issued shares of the company is less than the number they may nominate, the remaining number of candidates may be left to the shareholders who may nominate director candidates as per their ownership rights. No shareholder shall nominate both director and supervisor candidates to the General Shareholders’ Meeting. The Board of Directors, the Board of Supervisors and any shareholders who independently or jointly hold over one percent of the issued shares of the Company may nominate the candidates for independent directors. A single shareholder can only nominate one candidate for independent director, and cannot nominate both candidates for independent director and candidates for external supervisor. Shareholders who have nominated candidates for shareholder directors cannot nominate candidates for independent directors.
3. Time requirement for nomination of director candidates: eligible shareholders may nominate director candidates within one month period after the Board of Directors reviews and approves the Measures and publishes an announcement.
Voting results: For 15 votes, Against 0 votes, Abstention 0 votes
II. Proposal on Bad Debts Write-off of 2010: The Board agreed the Company to write off bad debts within a quota equivalent to RMB 700 million in 2010 as per the specified procedures.
Voting results: For 15 votes, Against 0 votes, Abstention 0 votes
III. Proposal on the Purchase of Operation and Office Buildings by the Nanjing Branch: It is agreed for the Nanjing Branch to purchase operation and office buildings at a total price of no more than RMB 414 million (taxes excluded).
Voting results: For 15 votes, Against 0 votes, Abstention 0 votes
IV. Proposal on the formulation of the IT Risk Management Policy.
Voting results: For 15 votes, Against 0 votes, Abstention 0 votes
The meeting also listened to the Report on Rights Issue Work, the Evaluation Report on Risk Status of the First Quarter of 2010 and the Report on Future Shareholding Strategy of Jiujiang Bank.
Board of Directors
Industrial Bank Co., Ltd
July 13, 2010