Announcement on Resolutions of 2011 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.
I. Important Notes
● There was no proposal being added, denied or adjusted during meeting.
● All proposals were approved at the meeting.
II. Information of the meeting
1. Meeting time:
On-site meeting time: 9:00 am, April 9, 2012
On-line voting time: Investors could participate the online voting by means of the trading system of the Shanghai Stock Exchange at 9:30am-11:30am, 13:00pm-15:00pm, April 9, 2012
2. On-site meeting venue: Meeting Room, Floor 3, A# Zhongshan Building, 154 Hudong Road, Fuzhou
3. Means by which the meeting was convened: Combination of on-site disclosed ballot and on-line voting
4. Meeting convener: Board of Directors of the Company
5. Meeting president: Mr. Gao Jianping, Chairman of the Company
6. The meeting was convened in compliance with 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.
III. Meeting attendance
A total of 4322 shareholders and shareholder proxies attended the meeting, representing 6,882,574,704 shares with voting rights, accounting for 63.8078% of the Company’s total shares. 79 shareholders and shareholder proxies participated the on-site voting, representing 5,169,449,938 shares with voting rights which accounted for 47.93% of the Company’s total shares. 4,243 shareholders participated the on-line voting, representing 1,713,124,766 shares with voting rights which accounted for15.88 % of the Company’s total shares.
IV. Reviewing and Voting on Proposals
The meeting reviewed and approved the following proposal by voting both on-site and on-line:
1.2011 Working Report of the Board of Directors
| Total shares | In favor | Against | Abstentions | Percentage in favor | |
| Total shareholders | 6,882,574,704 | 6,714,377,110 | 37,869,032 | 130,328,562 | 97.5562% |
2. 2011 Working Report of the Board of Supervisor
| Total shares | In favor | Against | Abstentions | Percentage in favor | |
| Total shareholders | 6,882,574,704 | 6,703,560,528 | 37,731,974 | 141,282,202 | 97.3990% |
3. Appraisal Report on Director Duty Performance in 2011
| Total shares | In favor | Against | Abstentions | Percentage in favor | |
| Total shareholders | 6,882,574,704 | 6,703,389,636 | 37,403,608 | 141,781,460 | 97.3965% |
4. Appraisal Report on Supervisor Duty Performance in 2011
| Total shares | In favor | Against | Abstentions | Percentage in favor | |
| Total shareholders | 6,882,574,704 | 6,703,472,108 | 37,330,896 | 141,771,700 | 97.3977% |
5. Evaluation Report on Duty Performance of Directors, Senior Management Members in 2011 Made by the Board of Supervisors
| Total shares | In favor | Against | Abstentions | Percentage in favor | |
| Total shareholders | 6,882,574,704 | 6,701,123,556 | 37,371,532 | 144,079,616 | 97.3636% |
6. 2011 Financial Final Report and 2012 Financial Budget
| Total shares | In favor | Against | Abstentions | Percentage in favor | |
| Total shareholders | 6,882,574,704 | 6,703,312,699 | 36,635,430 | 142,626,575 | 97.3954% |
7. 2011 Profit Distribution Plan
In accordance with the Company Law and the Company’s Articles of Association, 10% of the Company’s net profits of 2011, which is RMB 2,510,197,527.94 will be appropriated to statutory reserve surplus. RMB3,850,780,257.82will be appropriated to general reserve; with the Company’s total share capital of 10,786,411,134 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.
| Total shares | In favor | Against | Abstentions | Percentage in favor | |
| Total shareholders | 6,882,574,704 | 6,709,389,606 | 45,216,872 | 127,968,226 | 97.4837% |
8. Proposal on hiring an accounting firm for 2012
The Meeting has 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.
| Total shares | In favor | Against | Abstentions | Percentage in favor | |
| Total shareholders | 6,882,574,704 | 6,703,405,232 | 36,698,453 | 142,471,019 | 97.3968% |
9. Annual Report 2011 and Abstract
| Total shares | In favor | Against | Abstentions | Percentage in favor | |
| Total shareholders | 6,882,574,704 | 6,711,779,680 | 37,122,013 | 133,673,011 | 97.5184% |
10. Proposal on meeting conditions for non-public issue
| Total shares | In favor | Against | Abstentions | Percentage in favor | |
| Total shareholders | 6,882,574,704 | 6,687,260,586 | 110,083,494 | 85,230,624 | 97.1622% |
11. Proposal on non-public issue plan
(1) Type and par value of new shares
| Total shares | In favor | Against | Abstentions | Percentage in favor | |
| Total shareholders | 6,882,574,704 | 6,680,445,057 | 190,845,700 | 11,283,947 | 97.0632% |
(2) Method and timing of new issue
| Total shares | In favor | Against | Abstentions | Percentage in favor | |
| Total shareholders | 6,882,574,704 | 6,678,637,357 | 191,072,169 | 12,865,178 | 97.0369% |
(3) Proceeds to be raised from the non-public issue and use of the proceeds
| Total shares | In favor | Against | Abstentions | Percentage in favor | |
| Total shareholders | 6,882,574,704 | 6,680,300,597 | 190,982,144 | 11,291,963 | 97.0611% |
(4) Issuing Price and Pricing Principle
| Total shares | In favor | Against | Abstentions | Percentage in favor | |
| Total shareholders | 6,882,574,704 | 6,680,049,657 | 196,795,354 | 5,729,693 | 97.0574% |
(5) Number of shares to be issued
| Total shares | In favor | Against | Abstentions | Percentage in favor | |
| Total shareholders | 6,882,574,704 | 6,680,204,637 | 191,181,486 | 11,188,581 | 97.0597% |
(6) Targets and Subscription
| Total shares | In favor | Against | Abstentions | Percentage in favor | |
| Total shareholders | 6,882,574,704 | 6,680,204,337 | 191,397,481 | 10,972,886 | 97.0597% |
(7) Lock-up arrangement
| Total shares | In favor | Against | Abstentions | Percentage in favor | |
| Total shareholders | 6,882,574,704 | 6,680,604,997 | 190,520,206 | 11,449,501 | 97.0655% |
(8) Arrangement for the accumulated undistributed profits prior to the non-public issuance
| Total shares | In favor | Against | Abstentions | Percentage in favor | |
| Total shareholders | 6,882,574,704 | 6,680,128,917 | 192,283,898 | 10,161,889 | 97.0586% |
(9) Listing Location
| Total shares | In favor | Against | Abstentions | Percentage in favor | |
| Total shareholders | 6,882,574,704 | 6,680,444,157 | 190,578,350 | 11,552,197 | 97.0632% |
(10) Valid period of the non-public issuance resolution
| Total shares | In favor | Against | Abstentions | Percentage in favor | |
| Total shareholders | 6,882,574,704 | 6,680,644,041 | 190,472,286 | 11,458,377 | 97.0661% |
12. Proposal in Respect of the Report on Utilization of Proceeds from Previous Fund Raising
| Total shares | In favor | Against | Abstentions | Percentage in favor | |
| Total shareholders | 6,882,574,704 | 6,685,976,815 | 61,430,720 | 135,167,169 | 97.1435% |
13. Proposal in Respect of the Feasibility Report of the Utilization of Proceeds from the Non-public Issuance.
| Total shares | In favor | Against | Abstentions | Percentage in favor | |
| Total shareholders | 6,882,574,704 | 6,647,075,981 | 157,248,961 | 78,249,762 | 96.5783% |
14. 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.
| Total shares | In favor | Against | Abstentions | Percentage in favor | |
| Total shareholders | 6,882,574,704 | 6,646,683,881 | 159,405,444 | 76,485,379 | 96.5726% |
15. Mid-term Capital Management Plan of Industrial Bank Co., Ltd.
| Total shares | In favor | Against | Abstentions | Percentage in favor | |
| Total shareholders | 6,882,574,704 | 6,683,565,549 | 53,809,001 | 145,200,154 | 97.1085% |
16. Proposal on change in directors. The meeting agreed to elect Mr. Zhou Qinye as the Company’s independent director of the seventh Board of Directors.
| Total shares | In favor | Against | Abstentions | Percentage in favor | |
| Total shareholders | 6,882,574,704 | 6,611,452,323 | 37,906,691 | 233,215,690 | 96.0607% |
Shareholders related with the above 11 and 14 proposals didn’t attend the general shareholders’ meeting.
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 10, 2012