The Industrial Bank Co., Ltd (the Company) and all members of the Board of Directors here by warrant that the information contained in this announcement istrue, accurate and complete, and assume joint and several liabilities for any false representation, misleading statement or material omission.
The notice for the 27th meeting of the 6th Board of Directors of the Industrial Bank Co., Ltd was issued on September 8,2010. The meeting was held in Fuzhouon 11 October. In total, fifteen directors were required to attend the meeting,wherein, the number of directors that actually attended the meeting was fifteen(Independent director Ba Shusong entrusted independent director Xu Bin to attend the meeting and exercise voting rights on his behalf). The meeting was convened in compliance with the provisions of the Company Law of the People’s Republic of Chinaand the Articles of Associations of the Company. Eight members of the Board of Supervisors attended the meeting as observers.The meeting was presided over by Chairman Gao Jianping.The following proposals were reviewed and adopted at the meeting:
I. Proposal on the Nomination of Candidates for the 7th Board of Directors
Based on the recommendations made by shareholders and other parties, the Board of Directors nominates the following 15 persons ascandidates for the 7th Board of Directors, and submits said nominations to the general shareholders’ meeting for election.
Six candidates for equity directors (in the order of the number of shares held by the recommending shareholders): Gao Jianping, Liao Shizhong,Andrew Fung, Chua Phuay Hee, Lu Xiaodong, Xu Chiyun.
Four candidates for senior management directors: LiRenjie, Kang Yukun, Chen Dekang, Tang Bin
Five candidates for independent directors (in the order of the number of strokes in the surname): Ba Shusong, Xu Bin, Li Ruoshan, Wu Shinong,Lim Peng Khoon. Candidates for independent directors must be reviewed and approved by the Shanghai Stock Exchange before submission to the general shareholders’meeting for deliberation.
Voting Results: 15 votes in favor; 0 votes in opposition;0 abstentions
II. Proposal on Amendments to the Articles of Association. Please refer to the website of the Shanghai Stock Exchange for the amendment draft of the Articles of Association.
Voting Results: 15 votes in favor; 0 votes in opposition;0 abstentions
III. Proposal on Revision of the Allowance Scheme for Independent Directors. Independent directors, Ba Shusong, Deng Liping, Xu Binand Lim Peng Khoon abstained from voting on this proposal.
With a view to strengthening and regulating the management of allowances for independent directors and further stimulating independent directors to exercise due diligence in the performance of duties, the amendment of the Allowance Scheme for Independent Directors is proposed according to the principle of balance between risks, responsibilities and interests. The main amendments are as follows: “meeting allowance” is changed to “work allowance”, for the purpose of reflecting independent directors’participation in company meetings and survey and training activities organized by the company or regulatory departments. The allowance is raised from RMB60,000 to RMB 90,000 per year. The method of issuance is changed to the following “issued on a quarterly basis and on average of the number of times an independent director personally attends general shareholders’ meetings, board meetings,board committee meetings, and surveys, seminars and training sessions organized by the bank and regulatory departments.” (Original provision: issued on aquarterly basis in proportion to the number of times an independent directorpersonally attends board meetings and board committee meetings).
Voting Results: 10 votes in favor; 0 votes in opposition;0 abstentions
IV. Proposal on the Change of Registered Capital. Based on implementation of rights issue, it is agreed that the registered capital of the Company will be increased from RMB5,000,000,000 to RMB 5,992,450,630. The general shareholders’ meeting will be requested to approve the Board of Directors to authorize the senior management to handle formalities for the approval of the change and for the change of registration with the competent industrial and commercial administration.
Voting Results: 15 votes in favor; 0 votes in opposition;0 abstentions
V. Proposal on Convening the 1st Extraordinary General Shareholders’ Meeting of 2010.
Voting Results: 15 votes in favor; 0 votes in opposition;0 abstentions
Proposals I, II, III and IV as above are to be submitted to the 1st extraordinary general shareholders’ meeting of 2010 for deliberation.
The Board of Directors
Industrial Bank Co.,Ltd
October 12, 2010