(Reviewed and passed at the 19th meeting of the fourth Board of Supervisors)
Article I. For the purpose of standardizing the nomination and election of supervisors for the fifth Board of Supervisors of the Industrial Bank Co., Ltd. (hereinafter referred to as “the Bank”), these measures have been stipulated in accordance with the Company Law of the People’s Republic of China, the rules and regulations of China Banking Regulatory Commission and China Securities Regulatory Commission and the Articles of Association of the Industrial Bank Co., Ltd (hereinafter referred to the “Articles of Association”).Article II. The fifth Board of Supervisors of the Bank will comprise of 9 supervisors, of which, there will be four shareholder representatives, 3 employee representatives and 2 external supervisors.
Article III. Shareholder representative supervisors and external supervisors will be elected by the general shareholders’ meeting, employee representative supervisors will be elected by the employee representative meeting of the Bank.
Article IV. The conditions and qualifications for supervisor candidates shall comply with national laws, rules and regulations and the Articles of Association of the Bank.
Article V. Nomination of supervisor candidates shall follow the principles of compliance, professionalism and representation.
Article VI. Methods and procedures for the nomination of supervisor candidates:
(I) Shareholders who separately hold or jointly hold more than three percent of the issued shares of the Bank may nominate supervisor candidates to the Board of Supervisors provided that the number of candidates must comply with the Articles of Association and shall be no more than the number of proposed supervisors. If the number of supervisor candidates nominated by the shareholders who separately hold or jointly hold more than three percent of the issued shares of the Bank is less than the number they may nominate, the remaining number of candidates may be left to the shareholders who may nominate supervisor candidates as per their ownership rights.
Shareholder shall not nominate both director and supervisor candidates to the General Shareholders’ Meeting.
(II) The Board of Supervisors and any shareholder who independently holds or any shareholders who jointly hold over one percent of issued shares of the Bank may nominate candidates for external supervisors. Shareholders who have nominated candidates for shareholder representative supervisors are not permitted to nominate candidates for external supervisors. A single shareholder can only nominate one candidate for external supervisor, and cannot nominate both external supervisors and independent directors.
The nominator of an external supervisor shall obtain the consent of the nominee prior to nomination. The nominator shall fully understand the occupation, education background, title, detailed work experience and part-time jobs of the nominee and express its opinion on the qualification and independence of the external supervisor candidate. The nominee shall make a statement that there is not any relationship with the Bank that may affect his/her independent objective judgment.
(III) The employee representative supervisors shall be nominated by the Bank’s employees under the labor union. The nomination shall be submitted to the employee representative meeting for election. The list of employee supervisor candidates shall be published to the Bank’s employees at least five days prior to the employee representative meeting.
The Board of Supervisors shall submit a list of shareholder supervisor candidates and external supervisor candidates within the number as required by the Bank’s Articles of Association.
Article VII. Procedures for nomination of supervisor candidates(excluding employee representative supervisor candidates)
(I) Eligible shareholders may nominate supervisor candidates within thirty days after the Board of Supervisors reviews and approves the Measures and publishes said Measures;
(II) The Board of Supervisors will receive nominations for supervisor candidates and authorize its Nomination, Remuneration and Examination Committee to put forward a list of proposed supervisor candidates after considering the opinions of all parties and formed a resolution which will be submitted to the Board of Supervisors for discussion;
(III) The Board of Supervisors will discuss the list of supervisor candidates. If the number of candidates is not more than the proposed number for election, the Board of Supervisors will submit the list of eligible candidates to the General Shareholders’ Meeting for equal-number election; if the number of candidates is more than the proposed number for election and all the candidates meet the qualifications and conditions as per laws, rules and regulations and the Articles of Association of the Bank, the Board of Supervisors will nominate the candidates respectively in two categories of shareholder candidates and external supervisor candidates in differential number, and submit the list of nominated candidates to the General Shareholders’ Meeting for equal-number election. The order of supervisor candidates submitted to the General Shareholders’ Meeting: in the order of ownership rights held by candidates for shareholder supervisor candidates, and in the order of character strokes in the surname for external supervisor candidates.
Article VIII. Prior to the general shareholders’ meeting, the Board of Supervisors shall disclose the resumes and profiles of the supervisor candidates to the shareholders so that shareholders can have an understanding of the candidates at the time of voting.
Prior to the general shareholders’ meeting, supervisor candidates shall give written undertakings to accept their nomination, to warrant the truthfulness and completeness of the candidate’s information that has been publicly disclosed and to promise to earnestly perform their duties and obligations once elected.
Article XI. No cumulative voting system will be adopted in the election of this Board of Supervisors.
Article X. The term of each supervisor is three years. Upon expiration, each supervisor may be re-elected or re-appointed. The term of each external supervisor shall not exceed six years.
Article XI. The Measures are prepared and amended by the Board of Supervisors and interpreted by the Board of Supervisors.
Articles XII. The Measures shall come into effect on the date of approval by the Board of Supervisors.