Announcement on Resolutions of the Third Meeting of Seventh Board of
Directors and Announcement on Holding the 2010 Annual General
Shareholders’ Meeting
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 third meeting of the seventh Board of Directors of Industrial Bank was issued on 15 March, 2011 and was convened in Fuzhou on 25 March, 2011. 15 directors were required to attend the meeting, and the number of directors that actually attended the meeting was fifteen. The meeting was convened in compliance with provisions of the Company Law of the People’s Republic of China and the Articles of Associations of the Company. Six supervisors 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:
1. 2010 Working Report of the Board of Directors
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
2. 2010 Working Report of the President:
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
3. 2010 Director Duty Performance Appraisal Report
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
4. 2010 Working Report of the Executive Committee of the Board of Directors
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
5. 2010 Working Report of the Risk Management Committee of the Board of Directors
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
6. 2010 Working Report of the Audit and Related Party Transaction Control Committee of the Board of Directors
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
7. 2010 Working Report of the Remuneration and Examination Committee of the Board of Directors
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
8. 2010 Working Report of the Nomination Committee of the Board of Directors
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
9. 2010 Final Financial Report and 2011 Financial Budget Scheme
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
10. 2010 Profit Distribution Proposal: The Company recorded a net profit of RMB18,518,966,351.26 in 2010, plus the retained earnings of 25,854,179,132.9 at the year beginning, and deducting the cash dividends of RMB2.5 billion paid in 2009, the profits available for distribution of the year is RMB41,873,145,484.22. The 2010 profit distribution is proposed as follows: according with the Company Law and the Company’s Articles of Association, the Company’s statutory reserve surplus has exceeded 50% of its registered capital, so no profit will be appropriated to statutory reserve surplus. RMB1,835,801,000 will be appropriated to general reserve; with the Company’s total share capital of 5,992,450,630 as base, 8 bonus shares for every 10 shares are converted from capital reserve, and a cash dividend of RMB4.6 (tax included) will be paid for every 10 shares, and the retained earnings will be carried forward to the next year.
After the proposal is approved by General Shareholders’ Meeting and implemented, the Company’s registered capital will change to RMB10,786,411,134 from RMB5,992,450,630. The Company will revise the Article 6 Registered Capital of Article 20 Share Capital Structure of the Articles of Association accordingly in accordance with the total share capital after the bonus issue, and carry out change formality in Administration Bureau of Industry and Commerce.
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
11. Proposal on hiring an accounting firm for 2011. The Board has agreed to hire Deloitte Touche Tohmatsu Certified Public Accountants Ltd. as auditors for the Company’s 2011 annual report and interim report prepared under IFRS. The auditing fees (including business travel fees, accommodation fess, stationery fees, telecommunication fees, printing fees and relevant taxes) were RMB4.66 million.
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
12. Proposal on adjusting reviewing procedures of financial statements; the Board has agreed to cancel the agree-upon procedure on the Company’s Q1 and Q3 reports.
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
13. Proposal on checking and ratifying the quota of bad debts written off in 2011. The Board has agreed that the quota of bad debts written off in 2011 is RMB0.5 billion.
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
14. Special report on deposit and actual usage of proceeds raised in 2010. The full text is available in the website of Shanghai Stock Exchange.
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
15. Proposal on issuing financial bonds. The Board has agreed to issue RMB-denominated bonds to members of national inter-bank bond market through the PBOC bond issue system or to issue by forming an underwriting group in the way of book-keeping or in Hong Kong. The total amount of the financial bonds won’t exceed RMB50 billion and the bonds will mature within 10 years. The proceeds will be used in high quality asset projects. The Board has delegated authority to the management for implementation. The delegation will expire on 31 December, 2012.
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
16. 2010 Annual Report and Abstract. The full text is available on the website of Shanghai Stock Exchange.
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
17. 2010 self-assessment report on internal control of the Board of Directors. The full text is available on the website of Shanghai Stock Exchange.
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
18. 2010 Sustainability Report; the full text is available on the website of Shanghai Stock Exchange.
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
19. Proposal on granting an internal basic credit line to Hang Seng Bank(including Hang Seng Bank (China) Limited). Director Andrew Fung avoided voting since it is a related party transaction. Announcement on the related party transaction is available in the website of the Shanghai Stock Exchange.
Voting Result: In Favor: 14 votes; In Opposition: 0 vote; Abstention: 0 vote.
20. Performance-linked remuneration scheme for senior management members for 2010.
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
21. Scheme on payment of risk fund of year 2007 for senior management members
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
22. Proposal on acquiring the stake in Union Trust Co., Ltd. held by Yong’an Asset Management Co., Ltd. The Board has agreed to acquire the 4.9% stake in Union Trust held by Yong’an Asset Management. The equivalent registered capital contribution is RMB25 million, and the total acquiring fund won’t exceed RMB81.75 million. The Board has authorized the senior management to carry out related acquisition matters. The acquisition is subject to approval from regulators. The Company’s shareholding in Union Trust will reach 56.08% once the transaction is completed.
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
23. Proposal on formulating Insiders Management Measures. The full text is available on the website of Shanghai Stock Exchange.
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
24. Proposal on 2011 working plan of the Board of Directors
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
25. Proposal on convening the 2010 annual general shareholders’ meeting.
Voting Result: In Favor: 15 votes; In Opposition: 0 votes; Abstention: 0 votes.
The above proposal 1, 3, 9, 10, 11, 15, 16 shall be submitted to the General Shareholders’ Meeting for review and approval.
The Board also listened to the report on 2010 working report of the Board of Supervisors.
The Board has decided to convene the 2010 annual general shareholders’ meeting on 19 April, 2011. Details of the meeting are as followings.
I. Meeting proposals
1. 2010 Working Report of the Board of Directors
2. 2010 Working Report of the Board of Supervisors
3. 2010 Director Duty Performance Appraisal Report
4. 2010 Supervisor Duty Performance Appraisal Report
5. The Board of Supervisors’ Appraisal Report on 2010 Director and Senior Management Duty Performance.
6. 2010 Annual Report and Abstract
7. 2010 Final Financial Report and 2011 Financial Budget Scheme
8. 2010 Profit Distribution Proposal
9. Proposal on hiring an accounting firm for 2011
10. Proposal on issuing subordinated bonds
11. Proposal on issuing financial bonds
12. Proposal on revising Rules of Procedures of the General Shareholders’ Meeting
13. Proposal on revising Rules of Procedures of the Board of Directors
The above proposals 10, 12, 13 have been reviewed and approved by the Company’s seventh Board of Directors at its second meeting. Please refer to related Board resolution announcement dated 8 January, 2011 for details.
II. Form: on-site meeting
III. Time: 9:00am -11:30am, 19 April, 2011
IV. Venue: 3 Floor, A Zhongshan Building, No. 154, Hudong Road, Fuzhou
V. Shareholding registration date: 12 April, 2011
VI. Eligible attendees:
1、Shareholders listed in the register book of Shanghai Branch of China Securities Registration and Settlement Company Limited are entitled to attend the annual general shareholders’ meeting and participate the voting. Shareholders, who cannot attend the meeting in person, could authorize other persons to attend the meeting (the authorized person isn’t necessarily be the Company’s shareholder).
2. The Company’s directors, supervisors and senior management members.
VII. Meeting Registration
1. Registration method: Legal person shareholders should register with business license or other effective certificate (bearing their legal seals), shareholder account paper, proxy letter, and attendee ID. Individual shareholders should register with personal ID and shareholder account paper, and proxies for individual shareholders should register with proxy letter, consigner and proxy personal IDs, and consigner’s shareholder account paper. Distant shareholders could register through correspondence or facsimile.
2. Registration time: 13-14 April, 2011, 8:00am-12:00am, 14:30pm-17:30pm
3. Registration venue: Room 1004, 10 Floor, A Zhongshan Building, No. 154, Hudong Road, Fuzhou
VIII. Others
1. Meeting session: half-day
2. Attendees is responsible for their transpiration and accommodation fees
3. Contacts:
Contact points: Ye Zhen, Pan Guojing
Tel: 0591-87825054
Fax: 0591-87807916
Add: No. 154, Hudong Road, Fuzhou, 350003
Board of Directors
Industrial Bank Co., Ltd.
28 March, 2011