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 second meeting of the seventh Board of Directors of Industrial Bank was issued on December 27th, 2010, and was convened in Xiamen on January 7th. 15 directors were required to attend the meeting, wherein, the number of directors that actually attended the meeting was fifteen. (Director Liao Shizhong entrusted director Chairman Gao Jianping to 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 China and the Articles of Associations of the Company. Five 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 as resolutions at the meeting:
I. Proposal on revising the rules of procedures of general shareholders’ meeting. Full text could be found in Shanghai Stock Exchange website.
Voting Results: 15 votes in favor; 0 votes in opposition; 0 abstentions
II. Proposal on revising the rules of procedures of Board of Directors. Full text could be found in Shanghai Stock Exchange website.
Voting Results: 15 votes in favor; 0 votes in opposition; 0 abstentions
III. Proposal on revising working rules of committees under the Board of Directors. In accordance with the revised Articles of Association approved at the extraordinary general shareholders’ meeting on October 28th, 2010, as well as rules and regulations published by regulatory departments in recent years, working rules of the Executive Committee, Risk Management Committee, Audit and Related Party Transaction Control Committee and Remuneration and Evaluation Committee under the Board of Directors were revised. Full text of the working rules could be found in Shanghai Stock Exchange website.
Voting Results: 15 votes in favor; 0 votes in opposition; 0 abstentions
IV. Proposal on revising Administrative Measures on Board of Directors’ Expenses. Major revisions were as follows: In accordance with the Independent Director Allowance Scheme and the Company’s finance regulations, the “meeting allowance” was revised as “work allowance” to reflect independent directors’ actual duty performance and participation in the Company’s meetings, surveys and trainings organized by the Company or regulatory departments.
Voting Results: 15 votes in favor; 0 votes in opposition; 0 abstentions
V. Proposal on formulating Administrative Measures on Outsourcing Risk.
Voting Results: 15 votes in favor; 0 votes in opposition; 0 abstentions
VI. Proposal on issuing subordinated debts. The Board of Directors agreed to issue no more than RMB 15 billion subordinated debts with terms no more than 15 years in the inter-bank market. The proceeds will be used to supplement affiliate capital. The Board of Directors requests the general shareholders’ meeting to allow the Board of Directors to delegate authority to the management to decide on the specific timing, maturity, coupon calculation and interest rate. The delegation will expire by June 30th, 2012.
Voting Results: 15 votes in favor; 0 votes in opposition; 0 abstentions
VII. Proposal on formulating 2011 Outlets Development Plan.
Voting Results: 15 votes in favor; 0 votes in opposition; 0 abstentions
The above proposal I, II and VI still need to be submitted to general shareholders’ meeting for review and approval.
The meeting also listened to the Report on Progress of the Company’s 2011-2015 Development Plan Formulation.
Board of Directors,
Industrial Bank Co., Ltd.
January 7, 2011