Announcement on Resolutions of the 2010 Annual General

Shareholders’ Meeting

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 2010 Annual General Shareholders’ Meeting of the Industrial Bank Co.,Ltd. was held on the morning of April 19, 2011 in the conference room on the third floor of Tower A, Zhongshan Building, 154 Hudong Road, Fuzhou. A total of 56 shareholders representatives attended the meeting.Said shareholders held a combined total of 2,941,526,819 shares with voting rights, accounting for 49.0872%% of the Company’s aggregate share capital.The meeting attendance conformed to the relevant provisions of the Company Law of the People’s Republic of China and the Company’s Articles of Association.The meeting was witnessed by Grandall Legal Group (Shanghai) Firm.

The Meeting, presided over by Chairman Gao Jianping, deliberated on and adopted the following proposals by way of open ballot:

1.2010 Working Report of the Board of Directors

 Shares Represented For Against Abstentions Percentage in Favor
All shareholders 2,941,526,8192,941,526,81900100%

2.2010 Working Report of the Board of Supervisors

 Shares Represented For Against Abstentions Percentage in Favor
All shareholders 2,941,526,8192,941,526,81900100%

3.Appraisal Report on Director Duty Performance in 2010

 Shares Represented For Against Abstentions Percentage in Favor
All shareholders 2,941,526,8192,941,526,81900100%

4.Appraisal Report on Supervisor Duty Performance in 2010

 Shares Represented For Against Abstentions Percentage in Favor
All shareholders 2,941,526,8192,941,526,81900100%

5.Evaluation Report on Duty Performance of Directors, Senior Management Members in 2010 Made by the Board of Supervisors

 Shares Represented For Against Abstentions Percentage in Favor
All shareholders 2,941,526,8192,941,526,81900100%

6.2010 Annual Report and Abstract

 Shares Represented For Against Abstentions Percentage in Favor
All shareholders 2,941,526,8192,941,526,81900100%

7.2010 Financial Final Report and 2011 Financial Budget

 Shares Represented For Against Abstentions Percentage in Favor
All shareholders 2,941,526,8192,941,526,81900100%

8.2010 Profit Distribution Plan

In accordance 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 implementation of the above distribution plan, the Company’s registered capital will increase from RMB5,992,450,630 to RMB10,786,411,134, and the Company will revised the sixth provision register capital and the twentieth provision of share capital structure in the Articles of Association according to the new share capital and carry out relevant registration procedures.

 Shares Represented For Against Abstentions Percentage in Favor
All shareholders 2,941,526,8192,941,526,81900100%

9.Proposal on hiring an accounting firm for 2011

The Meeting 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 domestic accounting principles. The auditing fees (including business travel fees, accommodation fess, stationery fees, telecommunication fees, printing fees and relevant taxes) were RMB4.66 million. 

 Shares Represented For Against Abstentions Percentage in Favor
All shareholders 2,941,526,8192,941,526,81900100%

10.Proposal on issuing subordinated bonds.

 Shares Represented For Against Abstentions Percentage in Favor
All shareholders 2,941,526,8192,941,526,81900100%

11.Proposal on issuing financial bonds.

 Shares Represented For Against Abstentions Percentage in Favor
All shareholders 2,941,526,8192,941,526,81900100%

12.Proposal on revising the rules of procedures of the general share holders’ meeting

 Shares Represented For Against Abstentions Percentage in Favor
All shareholders 2,941,526,8192,941,290,6190236,20099.9920%

13.Proposal on revising the rules of procedures of the Board of Directors

 Shares Represented For Against Abstentions Percentage in Favor
All shareholders 2,941,526,8192,941,290,6190236,20099.9920%

The General Shareholders’ Meeting was witnessed by Grandall Legal Group (Shanghai) Firm, which issued a Legal Opinion stating that the convening and proceeding procedures of the General Shareholders’ Meeting complied with the provisions of laws, regulations and the Company’s Articles of Association; that the credentials of all attendees of the General Shareholders’ Meeting were lawful and valid; that the voting procedures of the General Shareholders’ Meeting complied with the provisions of laws, regulations and the Company’s Articles of Association; and that the voting results are lawful and valid.

 

Board of Directors

Industrial Bank Co., Ltd.

April 19, 2011