Announcement on Resolutions of the Ninth Meeting of Seventh
Board of Directors
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 ninth meeting of the seventh Board of Directors was sent out on 28 February, 2012, and the meeting was held in Shanghai on 2 March, 2012. 15 directors shall attend the meeting, and 15 directors were in fact present. Director Liao Shizhong entrusted Chairman Gao Jianping, and Director Lu Xiaodong entrusted Director Xu Chiyun to exercise the voting right on their behalves. 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. 4 supervisors attended the meeting as observers.
The meeting was chaired by Chairman Gao Jianping. The following proposals were reviewed and adopted as resolutions at the meeting:
I. Proposal on Meeting the Non-public Issuance Qualification. With serious self-inspection and discussion, the Company considered that it has met the qualification to issue non-publicly and list RMB-denominated ordinary shares (A shares) in domestic market.
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
II. Proposal on the Company’s Non-public Share Issuing Plan
1. Type and Face Value of Issued Shares
The issued shares are domestically-listed RMB-denominated ordinary shares (A Share ) , and the face value is RMB 1.00 per share.
Voting Result: In Favor: 14votes; In Opposition: 0 vote; Abstention: 0 vote. Related party director Lu Xiaodong abstained from the voting.
2. Method and Timing of Share Issuing
The Company will issue the shares non-publicly to a limited group of investors within 6 months after obtaining CSRC’s approval. All target investors shall subscribe the non-publicly issued shares in cash.
Voting Result: In Favor: 14votes; In Opposition: 0 vote; Abstention: 0 vote. Related party director Lu Xiaodong abstained from the voting.
3. Amount of Proceeds and Use of Proceeds
The proceeds of the issuance will not exceed RMB 26,379,816,334, and will be used to supplement the Company’s core capital after deduction of relevant issuance expenses.
Voting Result: In Favor: 14votes; In Opposition: 0 vote; Abstention: 0 vote. Related party director Lu Xiaodong abstained from the voting.
4. Issuing Price and Pricing Principle
The pricing determination date is the date of the Board resolution announcement.
The issuing price is set at RMB 12.73 per share, representing 90% of the average trading price for the last 20 trading days before the pricing determination date. If there is any ex-right or ex-dividend event such as declaration of dividends, capitalization issue or placement of shares between the Price Determination Date and the date of issue of new shares, the issuing price shall be adjusted in accordance with relevant rules of Shanghai Stock Exchange.
Voting Result: In Favor: 14votes; In Opposition: 0 vote; Abstention: 0 vote. Related party director Lu Xiaodong abstained from the voting.
5. Number of Shares to Be Issued
The total number of shares to be issued under the non-public issuance shall not exceed 2,072,255,800 shares (including 2,072,255,800 shares). If there is any ex-right or ex-dividend event such as declaration of dividends, capitalization issue or placement of shares between the Price Determination Date and the date of issue of new shares, the number of shares to be issued shall be adjusted in accordance with relevant rules of Shanghai Stock Exchange.
Voting Result: In Favor: 14votes; In Opposition: 0 vote; Abstention: 0 vote. Related party director Lu Xiaodong abstained from the voting.
6. Targets and Subscription
There are 4 target investors for the non-public issuance as follows:
According to the Shares Subscription Agreement between target investors and the Company, the subscriptions made by each target investors at the issuing price are as follows:
| No. | Target Investors | Subscription Amount(RMB) | Number of Subscribed Shares (Share) |
| PICC Asset Management Company Limited | 17,572,929,912 | 1,380,434,400 | |
| China National Tobacco Corporation | 5,206,888,250 | 409,025,000 | |
| Beijing Infrastructure Investment Co., Ltd. | 1,999,998,843 | 157,109,100 | |
| Shanghai Zheng Yang International Business Co., Ltd. | 1,599,999,329 | 125,687,300 | |
| Total | 26,379,816,334 | 2,072,255,800 | |
If there is any ex-right or ex-dividend event such as declaration of dividends, capitalization issue or placement of shares between the Price Determination Date and the date of issue of new shares, the number of shares to be subscribed for by the target investors shall be adjusted in accordance with relevant rules of Shanghai Stock Exchange.
Voting Result: In Favor: 14votes; In Opposition: 0 vote; Abstention: 0 vote. Related party director Lu Xiaodong abstained from the voting.
7. Lock-up Arrangement
The shares subscribed for by PICC Asset Management Company Limited, China National Tobacco Corporation, Beijing Infrastructure Investment Co., Ltd., and Shanghai Zheng Yang International Business Co., Ltd. cannot be transferred within 36 months upon completion of the issuance. If relevant regulatory institutions have other requirements on the lock-up period for the subscribed shares, the regulatory requirements shall prevail.
Voting Result: In Favor: 14votes; In Opposition: 0 vote; Abstention: 0 vote. Related party director Lu Xiaodong abstained from the voting.
8. Arrangement for the Accumulated Undistributed Profits Prior to the Non-public Issuance
After the issuance, the new and the old shareholders are both entitled to the accumulated undistributed profits prior to the non-public issuance, so as to safeguard the interests of both new and old shareholders.
Voting Result: In Favor: 14votes; In Opposition: 0 vote; Abstention: 0 vote. Related party director Lu Xiaodong abstained from the voting.
9. Listing Location
After the expiration of lock-up period, the non-publicly issued shares will be listed and traded in Shanghai Stock Exchange.
Voting Result: In Favor: 14votes; In Opposition: 0 vote; Abstention: 0 vote. Related party director Lu Xiaodong abstained from the voting.
10. Valid Period of the Non-public Issuance Resolution
The non-public issuance resolution will be valid within 12 months upon the date on which the resolution was passed by the General Shareholders’ Meeting.
Voting Result: In Favor: 14votes; In Opposition: 0 vote; Abstention: 0 vote. Related party director Lu Xiaodong abstained from the voting.
The above proposals approved by the Board of Directors are subject to submission to the General Shareholders’ Meeting for approval, and cannot be implemented without CBRC and CSRC’s approval, and the program approved by CSRC shall be the final program.
III．Proposal on Non-public Issuance Plan. The Board approved the Proposal on Non-public Issuance Plan. For the full text of the plan, please refer to the website of Shanghai Stock Exchange.
Voting Result: In Favor: 14votes; In Opposition: 0 vote; Abstention: 0 vote. Related party director Lu Xiaodong abstained from the voting.
IV. Proposal in Respect of the Report on Utilization of Proceeds from Previous Fund Raising. The Board considered that, the proceeds from previous fund raising has been fully used to replenish the Company’s capital base, which is consistent with the use promised at issuance by the Company. The Company has diligently disclosed information in respect of the utilization and progress of the proceeds from previous fund raising. Please refer to the website of Shanghai Stock Exchange for the full text of the Report.
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
V. Proposal in Respect of the Feasibility Report of the Utilization of Proceeds from the Non-public Issuance. The Board agreed that proceeds from the non-public issuance to be used in full to replenish the Company’s core capital and improve capital adequacy ratio and core capital adequacy ratio, so as to lay a good foundation for the Company’s sustainable and healthy development and provide sufficient capital support for the steady expansion of business. Please refer to the website of Shanghai Stock Exchange for the full text of the Report.
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
VI. Proposal on Entering into Share Subscription Agreements with Special Target Investors. The Board approved the Share Subscription Agreements that the Company entered into respectively with PICC Asset Management Company Limited, China National Tobacco Corporation, Beijing Infrastructure Investment Co., Ltd., and Shanghai Zheng Yang International Business Co., Ltd. on 1 March, 2012.
The above mentioned Share Subscription Agreements were kept and available for reference at the Company’s domicile.
Voting Result: In Favor: 14 votes; In Opposition: 0 vote; Abstention: 0 vote. Related party director Lu Xiaodong abstained from the voting.
VII. Proposal on Authorization from the General Shareholders’ Meeting to the Board of Directors and Relevant Authorized Personnel in Connection with the Proposed Non-public Issuance. To ensure a smooth implementation of the non-public issuance, the Board resolved to submit the General Shareholders’ Meeting for approval in respect of authorization to the Board of Directors and the Board transferring the authorization the Chairman Mr. Gao Jianping, Director and President Mr. Li Renjie, and Director and Secretary to the Board of Directors Mr. Tang Bin to handle matters relating to the non-public issuance within the scope of such authorization.
Voting Result: In Favor: 14 votes; In Opposition: 0 vote; Abstention: 0 vote. Related party director Lu Xiaodong abstained from the voting.
VIII. Mid-term Capital Management Plan of Industrial Bank Co., Ltd. Please refer to the website of Shanghai Stock Exchange for the full text of the Plan.
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
The above-mentioned Proposal I, II, IV, V, VII, VIII are subject to submission to the General Shareholders’ Meeting for consideration and approval.
Board of Directors,
Industrial Bank Co., Ltd.
March 6, 2012