Industrial Bank Co., Ltd.

Announcement of the Resolution of the Annual Shareholders’ Meeting for 2012

Our company and all the members of the board of directors warrant the authenticity, accuracy and completeness of the announcement and bear joint and several liability for any false recording, misleading representation or major omission of the announcement.

I. Important hints

•No proposal was added, vetoed or modified during this meeting.

•All the proposals for this meeting were adopted.

II. Outline of meeting

1. Time of meeting

Time of onsite meeting: 9:00AM of May 21, 2013

Time of online voting: Online voting through the trading system of Shanghai Stock Exchange at 9:30-11:30AM and 13:00-15:00PM of May 21, 2013

2. Place of onsite meeting: 3/F Conference Room, Block A Zhongshan Building, 154 Hudong Road, Fuzhou City

3. Manner of meeting : onsite registered voting and online voting

4. Meeting convener: The board of directors of the company

5. Presider: Mr. Gao Jianping, chairman of the board of directors

6. The meeting was held according to the Company Law of the People’s Republic of China and the Articles of Association and was witnessed by Grandall (Shanghai) Law Firm.

III. Outline of meeting attendance

Present at this shareholders’ meeting to vote were 582 shareholders and shareholders’ agents that represented 7,349,936,717 voting shares which accounted for 57.87% of the company’s total shares, including 51 onsite voting shareholders and shareholders’ agents that represented 6,709,823,271 voting shares which accounted for 52.83% of the company’s total shares; and 531 online voting shareholders that represented 640,113,446 voting shares which accounted for 5.04% of the company’s total shares.

IV. Outline of proposal examination and voting

This meeting voted by combining onsite registered voting and online voting and examined and adopted the following proposals:

1. Work Report of the Board of Directors for 2012;

 All sharesShares in favorShares againstAbstaining sharesPercentage in favor
All shareholders7,349,936,7177,339,060,572408,34010,467,80599.8520%

2. Work Report of the Board of Supervisors for 2012;

 All sharesShares in favorShares againstAbstaining sharesPercentage in favor
All shareholders7,349,936,7177,338,920,472472,42810,543,81799.8501%

3. Assessment Report on Directors’ Performance of Duties in 2012;

 All sharesShares in favorShares againstAbstaining sharesPercentage in favor
All shareholders7,349,936,7177,338,900,472413,52810,622,71799.8498%

4. Assessment Report on Supervisors’ Performance of Duties in 2012;

 All sharesShares in favorShares againstAbstaining sharesPercentage in favor
All shareholders7,349,936,7177,338,900,472417,52810,618,71799.8498%

5. Assessment Report of the Board of Supervisors on Directors’ and Senior Management Personnel’s Performance of Duties in 2012;

 All sharesShares in favorShares againstAbstaining sharesPercentage in favor
All shareholders7,349,936,7177,338,897,972417,52810,621,21799.8498%

6. Final Account Report for 2012 and Financial Budget Scheme for 2013;

 All sharesShares in favorShares againstAbstaining sharesPercentage in favor
All shareholders7,349,936,7177,338,952,160356,54010,628,01799.8505%

7. Profit Distribution Scheme for 2012; according to the profit distribution policy under the Articles of Association and the Profit Distribution Plan for 2012-2014 and generally in consideration of the regulatory authority’s requirements for the capital adequacy ratio and the sustainable development of the company’s business, RMB733,988,852.60 is determined to be retained as statutory surplus reserves so that upon such retention the statutory surplus reserves will be amount to 50% of the company’s registered capital; RMB15,135,748,735.33 is intended to be retained as general reserves; with the total share capital of 12,701,557,834 shares as a base number, 5 shares (including tax) and a dividend of RMB5.7 in cash (including tax) will be allocated to every 10 shares in terms of undistributed profit. After the above distribution plan is implemented, the remaining undistributed profit will be carried over to the following year.

 All sharesShares in favorShares againstAbstaining sharesPercentage in favor
All shareholders7,349,936,7177,335,526,2548,775,0685,635,39599.8039%

This proposal was counted by sections based on the shareholding percentage of voting shareholders and the voting result reads as follows:

Voting sectionShares in favorEach section’s percentage in favor(%)Shares againstEach section’s percentage  against (%)Abstaining sharesEach section’s abstaining percentage (%)
Holding less than 1% of shares1,169,160,60898.78258,775,0680.74145,635,3950.4761
Holding less than 1% of shares with a market value of less than RMB500,0001,774,09161.0232989,84234.0475143,3094.9293
Holding less than 1% of shares with a market value of RMB500,000 or more1,167,386,51798.87547,785,2260.65945,492,0860.4652
Holding 1%-5% (including 1%) of shares2,517,815,400100.000000
Holding more than 5% (including 5%) of shares3,648,550,246100.000000

8. Proposal on engaging an accounting firm for 2013; the board of directors agrees to engage Deloitte & Touche to provide the company with auditing service for its annual statements, review of its semiannual statements and internal control auditing services for 2013 at the expenses of RMB7.70 million (including expenses related to transportation, accommodations, stationery, communications, and printing, and other relevant taxes), including RMB6.40 million in the auditing and review of financial reports and RMB1.30 million in internal control auditing.

 All sharesShares in favorShares againstAbstaining sharesPercentage in favor
All shareholders7,349,936,7177,338,934,660391,04010,611,01799.8503%

9. Annual Report 2012 and its abstract;

 All sharesShares in favorShares againstAbstaining sharesPercentage in favor
All shareholders7,349,936,7177,338,902,872357,14010,676,70599.8499%

This shareholders’ meeting was witnessed by Grandall (Shanghai) Law Firm, which issued a Legal Opinion containing the following contents: The convening and holding of this shareholders’ meeting comply with laws, regulations and the Articles of Association; the qualifications of the participants in this meeting are lawful and valid; the voting procedures of this meeting comply with laws, regulations and the Articles of Association and the voting results are lawful and valid.

This Announcement is hereby made for your attention.

Board of Directors of Industrial Bank Co., Ltd.

May 22, 2013