Announcement of Industrial Bank Co., Ltd. on the Implementation
of Profit Distribution and Bonus Shares Converted from Capital
Reserve for 2010

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 profit distribution plan of Industrial Bank Co., Ltd. has been deliberated on and approved by the 2010 Annual General Shareholders’ Meeting held on April 19, 2011. The announcement concerning the resolutions of the General Shareholders’ Meeting was published on the website of the Shanghai Stock Exchange and in China Securities News, Shanghai Securities News, Securities Times and Securities Daily on April 20, 2011. The detailed implementation of the profit distribution plan is announced as follows:

I. Plan for Profit Distribution and Bonus Shares Converted from Capital Reserve for 2010

1. Year of payment: 2010

2. Taking the total 5,992,450,630 shares of the Company at the end of 2010 as the base, a cash dividend of RMB 0.46 (tax included) will be paid out for every share to all shareholders listed on the register as of the registration date of stock equity, and the total amount of cash dividends is RMB 2,756,527,289.80.The cash dividend paid out for every share is RMB 0.414 after tax is deducted.

3. Bonus shares converted from capital reserve: Taking the total 5,992,450,630 shares of the Company as the base, eight bonus shares converted from the capital reserve will be distributed for every 10 shares for all shareholders listed on the register as of the registration date of stock equity. After the implementation of the plan,the total share capital of the Company will reach 10,786,411,134 shares, increasing by 4,793,960,504 shares.

II. Dates for Dividends Distribution and Bonus Shares Issuance

1. Equity Registration Date: May 5, 2011

2. Ex-dividend Date: May 6, 2011

3. Listing date of newly-increased tradable shares: May 9, 2011

4. Payment Date for Cash Dividends: May 12, 2011

III. Targets of Dividends Distribution

All shareholders of the Company registered with Shanghai Branch of the China Securities Depository and Clearing Corporation Limited after the close of trading at the Shanghai Stock Exchange in the afternoon of May 5, 2011.

IV. Implementation Measures of the Dividends Distribution and Bonus Shares Issuane

1. Measures for the implementation of cash dividends distribution

(1) Except for the shareholders specified as follows, Shanghai Branch of China Securities Depository and Clearing Corporation Limited is authorized by the Company to distribute cash dividends through its capital clearing system to the shareholders of the Company who were registered on the equity registration date and who have conducted the designated transactions at membership units under Shanghai Stock Exchange. Those shareholders that have completed all designated transactions can withdraw cash dividends at the designated securities brokage business department on the date of payment for the dividends; for those shareholders that have not completed the designated transactions, the dividends will be temporarily kept under the custody of Shanghai Branch of China Securities Depository and Clearing Corporation Limited, and will be distributed after the designated transactions have been completed.

Cash dividends for the shareholders, Hang Seng Bank Limited, Tetrad Ventures Pte Ltd. and Fujian Xingyin Property Management Co., Ltd. will be paid directly by the Company.

(2) The Company is to withhold individual income tax at the rate of 10% for individual shareholders and securities investment funds holding the Company’s shares; the actual cash dividends to be distributed after tax will be RMB 0.414 per share.

(3) Those shareholders (including institutional investors) that hold the Company’s shares and that are resident enterprises defined in the Enterprise Income Tax Law of the People’s Republic of China are required to pay the income tax by themselves, and the actual cash dividends to be distributed per share will be RMB 0.46.

(4) In regard to qualified foreign institutional investors (QFII) holding shares of the Company, in accordance with relevant provisions of China, Shanghai Branch of China Securities Depository and Clearing Corporation Limited is authorized by the Company to distribute to the said investors the sum due after the deduction of enterprise income tax at the rate of 10%, that is, the cash dividend per share to be distributed is RMB 0.414. If the shareholders of this category can provide the following relevant legal documents within 10 business days after the publication of this announcement: (1) Receipts of paying enterprise income tax to China’s tax authorities as resident enterprises; (2) the declaration of enterprise income tax payment submitted to China’s tax authorities as resident enterprises; (3) the documentary evidence that can prove that cash dividends received belong to the organization, institution or location established by the shareholders of this category in China, though not a resident enterprise. After the Company confirms that the relevant shareholders are classified as resident enterprises, the said 10% enterprise income tax will not be withheld, and the Company will reissue the corresponding cash dividend of RMB 0.046 per share to those shareholders. If the shareholders in this category fail to provide such documentary evidence within the specified period, the Company will withhold the income tax of QFII shareholders’ cash dividends at the tax rate of 10%.

(5) Other non-resident enterprises whose enterprise income taxes are not withheld by the Company are required to pay the income tax on the cash dividends by themselves.

2. Measures for the implementation of bonus shares converted from capital reserve

In accordance with relevant regulations of the Shanghai Branch of the China Securities Depository and Clearing Corporation Limited, the distributed and bonus shares will be automatically transferred into the relevant account according the to corresponding proportion by the Shanghai Branch of China Securities Depository and Clearing Corporation Limited through the computer network based on the number of shares listed on the register as of the equity registration date. For the portion that is less than one share after the calculation of the bonus share distribution proportion, a share will be given to every shareholder in the sequence ranked according to the value of the mantissa after the decimal point until the total shares actually distributed are the same as the total bonus shares for distribution. If the number of identical mantissa exceeds that of the remaining shares, the shares will be distributed based on lots drawn by the computer.

V. Statement of Changes in Equity

Unit: share

Share category Before change Bonus shares After change
Restricted shares 000
Unrestricted tradable shares 5,992,450,6304,793,960,50410,786,411,134
Total number of shares 5,992,450,6304,793,960,50410,786,411,134

V. After the implementation of the bonus shares converted from capital reserve plan, the basic EPS in 2010 calculated by diluting the total 10,786,411,134 new shares will be RMB 1.82.

 

Board of Directors of Industrial Bank Co., Ltd.

April 27, 2011