Industrial Bank Co., Ltd.

Notice on Holding the First Extraordinary

General Shareholders’ Meeting of 2012

The Company and all the members of the board of directors warrant the truthfulness, accuracy and completeness of the announcement and will bear the joint and several liabilities for any false record, misleading statement or major omission in the announcement.

The general shareholders’ meeting is the Company’s first extraordinary general shareholders’ meeting in 2012, which is convened by the Company’s board of directors. Now, relevant matters of the meeting are arranged and notified as below:

I. Basic information of the meeting

1. Time of meeting  

Time of on-site meeting: 10:00-11:30 am, August 28, 2012 (Tuesday)

Internet voting time: 9:30-11:30 and 13:00-15:00, August 28, 2012 (Tuesday)

2. Place of on-site meeting: Conference Room, 3/F Industrial Bank Head Office, Block A Zhongshan Tower, No. 154 Hudong Road, Fuzhou

3. Convener: Board of directors of the Company

4. Holding method: The meeting will be held by combining the votes at the on-site meeting and internet votes. The Company will provide the voting platform on the internet to A-share holders of the Company via the trading system of Shanghai Stock Exchange, and these holders may exercise their voting rights in the given time for internet votes at the system mentioned above. The same voting right can only be exercised either on-site or via internet. Should the same voting right is exercised both on-site and via internet, the first vote shall prevail.

5. Equity registration date: August 23, 2012 (Thursday)

6. Attendees:

(1) All shareholders of Industrial Bank (stock code: 601166) registered with Shanghai Branch of China Securities Depository and Clearing Corporation Limited, after the closing of A-share trade at 3:00 pm on the equity registration date have the right to attend the general shareholders’ meeting and take their votes; any shareholders who cannot attend the on-site meeting may also authorize others to attend the meeting on his or her behalf (the authorized person does not have to be a shareholder of the Company).

(2) Directors, supervisors and senior management team members of the Company.

(3) Witness lawyer of the general shareholders’ meeting

II. Matters to be deliberated:

1. The Proposal on Revision of the Company’s Articles of Association

2. The Proposal on the Constitution of Annual Profit Distribution Planning 2012-2014;

3. The Proposal on Purchasing Business Office Building at Lujiazui Central Financial District of Shanghai;

4. The Proposal on the Construction of Business Office Building for Fuzhou Head Office.

III. Information disclosure

The above first and second proposals have been deliberated and approved at the 12th session of the 7th board of directors of the Company, and the fourth one have been deliberated and approved at the 5th session of the 7th board of directors. Please see the relevant announcements of the Company’s board of directors for details.

IV. Registration of attendees

1. Method of registration: All corporate shareholders attending the general shareholders’ meeting shall hold the duplicates of their business licenses or other valid organization certificates (with official seal), securities account cards, powers of attorney, and ID cards of attendees (or other valid identity certificates); personal shareholders shall hold their own ID cards and securities account cards; the authorized agents of personal shareholders shall hold the powers of attorney given by the principals, ID cards of the principals and the agents (or other valid identity certificates), and the securities account cards of the principals for registration; and non-local shareholders may make registration by way of letter or fax. The powers of attorney should be attached.

2. Time of registration: 8:00-12:00 am and 15:00-18:00 pm, August 24 and 27, 2012.

3. Place of registration: 10/F, Block A Zhongshan Tower, No. 154 Hudong Road, Fuzhou, Fujian Province.

4. Contact methods:

Contact: Zhang Haiying and Huang Xu

Tel.: 0591-87825054

Fax: 0591-87807916

Address: General Office of the Board of Directors of Industrial Bank, No. 154 Hudong Road, Fuzhou, Fujian Province

Postal code: 350003

V. Voting procedure for shareholders casting votes on the internet

1. Starting and ending time for voting: The time for internet vote at the trading system of Shanghai Stock Exchange is 9:30-11:30 and 13:00-15:00, August 28, 2012 (Tuesday).

2. Voting method: At the general shareholders’ meeting, the Company will provide an internet voting platform to the shareholders, who may cast their votes on the internet through the trading system of Shanghai Stock Exchange.

3. Procedure for internet votes:

(1) Vote code

SSE listed vote code	SSE listed vote short form	Number of matters to be voted	Description
788166	IB vote	4	A-share

(2) Specific procedure:

1) The trading direction is purchase vote;

2) Write the number for the proposal of the general meeting of shareholder in the item of “Entrusted Price”, with RMB 1.00 standing for Proposal 1, RMB 2.00 for Proposal 2, and the like. Each proposal shall be declared at the corresponding price, as shown in the table below:

No. of proposal	Contents of proposal	Corresponding declared price
1.	Proposal on Revision of the Company’s Articles of Incorporation	RMB 1.00
II.	Proposal on the Constitution of Annual Profit Distribution Planning 2012-2014	RMB 2.00
III.	Proposal on purchasing business office building at Lujiazui Central Financial District of Shanghai.	RMB 3.00
IV.	Proposal on the Construction of Business Office Building for Fuzhou Head Office	RMB 4.00
	All the foregoing proposals	RMB 99.00

3) Write the voting opinion in the item of “Number of entrusted share(s)”, with one share standing for consent, two shares for opposition, and three shares for waiver.

Type of voting opinion	Number of corresponding declared share(s)
Consent	1 share
Opposition	2 shares
Waiver	3 shares

4) Voting example  

Investors holding A-shares of “Industrial Bank” at SSE on the equity registration date may cast votes of consent, opposition or waiver for the second proposal submitted by the Company-Proposal on the Constitution of Annual Profit Distribution Planning 2012-2014. The procedure of declaration is shown as below:

Vote code	Vote short form	Trading direction	Declared price	Number of declared share(s)	Represented intention
788166	IB vote	Purchase	RMB 2.00	1 share	Consent to Proposal 2
788166	IB vote	Purchase	RMB 2.00	2 shares	Oppose Proposal 2
788166	IB vote	Purchase	RMB 2.00	3 shares	Waiver with Proposal 2

If an investor plans to cast a vote of consent for all proposals involved in this internet vote, he or she may write “RMB 99.00” at the item of “Declared Price”, and “1 share” in the item of “Number of declared share(s)”. The declaration is as follows:

Vote code	Vote short form	Trading direction	Declared price	Number of declared share(s)	Represented intention
788166	IB vote	Purchase	RMB 99.00	1 shares	Consent to all proposals

5) The declared price of RMB 99.00 means the declaration for all proposals to be deliberated at the general shareholders’ meeting in a package. The vote declaration for each individual proposal shall prevail over the packaged declaration for all proposals.

6) As there are a number of proposals for voting at the general shareholders’ meeting, shareholders may vote on any proposal in any order, but the voting declaration cannot be revoked. The vote on the same proposal can only be declared once. If there are more than one declaration, the first one shall prevail.

7) As there are a number of proposals for voting at the general shareholders’ meeting, if a shareholder votes on one or some proposals on the internet, it shall be deemed that the shareholder has attended the general shareholders’ meeting, and the votes he or she casts will be covered into the calculation of votes cast by the shareholders attending the general shareholders’ meeting. The votes not cast or those cast not in compliance with the provisions of the Implementation Rules of Shanghai Stock Exchange for Internet Votes of the General shareholders’ meeting of A Listed Company shall deemed waivers.

VI. Others

1. The meeting lasts for half day.

2. All expenses including the travel cost and accommodation shall be borne by the attendees.

3. During the period for internet votes, if the voting system is under the influence of any major emergency, the agenda for the general shareholders’ meeting shall be arranged in line with the notice given on that day.

Board of Directors of Industrial Bank Co., Ltd.

August 10, 2012