Announcement on Resolutions of Tenth Meeting of Seventh Board of
Directors
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 tenth meeting of the seventh Board of Directors of Industrial Bank was issued on 6 March, 2012 and was held in Fuzhou on 26 March, 2012. Fifteen directors were required to attend the meeting, and the number of directors that actually attended the meeting was fifteen. Director Liao Shizhong entrusted Director Xu Chiyun to exercise voting right on his behalf. 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. Seven 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. 2011 Working Report of the Board of Directors
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
2. 2011 Working Report of the President:
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
3. 2011 Director Duty Performance Appraisal Report
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
4. 2011 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. 2011 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. 2011 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. 2011 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. 2011 Final Financial Report and 2012 Financial Budget Scheme
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote
9. 2011 Profit Distribution Proposal: in accordance with the Company Law and the Company’s Articles of Association, RMB 2,510,197,527.94 will be appropriated to statutory reserve surplus, and RMB3,850,780,257.82 will be appropriated to general reserve; with the Company’s total share capital of 10,786,411,134 shares as base, a cash dividend of RMB3.7 (tax included) will be paid for every 10 shares, and the retained earnings will be carried forward to the next year.
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote
10. Proposal on hiring an accounting firm for 2012. The Board agreed to hire Deloitte Touche Tohmatsu Certified Public Accountants Ltd. as auditors for the Company’s 2012 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 RMB5.88million.
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote
11. Annual Report 2011 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
12. 2011 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.
13. Sustainability Report 2011; 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.
14. Performance-linked remuneration scheme for senior management members for 2011. Five directors, namely, Gao Jianping, Li Renjie, Kang Yukun, Chen Dekan, Tang Bin, were related with the proposal, therefore abstained from voting.
Voting Result: In Favor: 10 votes; In Opposition: 0 vote; Abstention: 0 vote.
15. Risk fund payment scheme for year 2008 for senior management members. Five directors, namely, Gao Jianping, Li Renjie, Kang Yukun, Chen Dekan, Tang Bin, were related with the proposal, therefore abstained from voting.
Voting Result: In Favor: 10 votes; In Opposition: 0 vote; Abstention: 0 vote.
16. Proposal on 2012 working plan of the Board of Directors
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
17. Proposal on quota of bad debts written off in 2012. The Board has agreed that the quota of bad debts written off in 2012 is RMB 0.6 billion. Specific write-offs shall carry out relevant approval procedures as required in the Company’s Articles of Association.
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote.
18. Proposal on Revising the Administrative Measures on Investor Relations. 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 Revising Administrative Measures on Information Insiders. 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
20. Proposal on Formulating Accountability Measures for Material Errors in Annual Report Information Disclosure. 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
21. Proposal on Revising A Series of Documents Concerning Comprehensive Risk Management.
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote
22. Proposal on Formulating 2012 Outlets Development Plan
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote
23. Proposal on Granting Internal Basic Credit Line to COFCO Limited and COFCO Financial Co., Ltd. Related party director Chua Phuay Hee abstained from the voting.
Voting Result: In Favor: 14 votes; In Opposition: 0 vote; Abstention: 0 vote
24. Proposal on Change in Directors. The Board agreed to nominate Mr. Zhou Qinye as candidate for director of the Company’s seventh Board of Directors, and submit the nomination to 2011 Annual General Shareholders’ Meeting. If Mr. Zhou Qinye can be successfully elected as director and obtain qualification rectification from the CBRC, he will be appointed as director member of the Remuneration and Evaluation Committee under the seventh Board of Directors and member of the Nomination Committee under the seventh Board of Directors. Director Xu Bin will be appointed as director member of the Risk Management Committee under the seventh Board of Directors, and no longer act as director member and member of the Remuneration and Evaluation Committee under the seventh Board of Directors.
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote
25. Proposal on Holding the 2011 Annual General Shareholders’ Meeting.
Voting Result: In Favor: 15 votes; In Opposition: 0 vote; Abstention: 0 vote
The above Proposal 1, 3, 8, 9, 10, 11 and 24 are subject to submission to the General Shareholders’ Meeting for review and approval.
The meeting also listened to the 2011 Working Report of the Board of Supervisors.
Board of Directors,
Industrial Bank Co., Ltd.
20 March, 2012