Industrial Bank Co., Ltd.
Announcement of the Resolution of the Eighteenth Session of the Seventh Board of Directors
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.
The Eighteenth Session of the Seventh Board of Directors of Industrial Bank Co., Ltd. was held in Fuzhou City on April 19, of which the notice was sent out on April 8, 2013. This session should be attended by 14 directors and all of them were present in practice, of whom Director Feng Xiaozhong authorized Director Liao Shizhong to exercise his voting rights on the matters examined at the session according to the Company Law of the People’s Republic of China and the Articles of Association. Six supervisors of the company’s board of supervisors attended the session as nonvoting members.
This session was presided over by Chairman Gao Jianping. The following proposals were examined and adopted and the following resolutions were reached:
1. Work Report of the Board of Directors for 2012;
Voting result: 14 in favor, 0 against and 0 abstaining.
2. President’s Work Report for 2012;
Voting result: 14 in favor, 0 against and 0 abstaining.
3. Assessment Report on Directors’ Performance of Duties in 2012;
Voting result: 14 in favor, 0 against and 0 abstaining.
4. Work Report of the Executive Commission of the Board of Directors for 2012;
Voting result: 14 in favor, 0 against and 0 abstaining.
5. Work Report of the Risk Management Commission of the Board of Directors for 2012;
Voting result: 14 in favor, 0 against and 0 abstaining.
6. Work Report of the Auditing and Related Transaction Control Commission of the Board of Directors for 2012;
Voting result: 14 in favor, 0 against and 0 abstaining.
7. Work Report of the Remuneration and Appraisal Commission of the Board of Directors for 2012;
Voting result: 14 in favor, 0 against and 0 abstaining.
8. Work Report of the Nomination Commission of the Board of Directors for 2012;
Voting result: 14 in favor, 0 against and 0 abstaining.
9. Annual Report for 2012 and its abstract; for full copy, see Shanghai Stock Exchange’s website.
Voting result: 14 in favor, 0 against and 0 abstaining.
10. Report for Q1 2013; for full copy, see Shanghai Stock Exchange’s website.
Voting result: 14 in favor, 0 against and 0 abstaining.
11. Final Accounts for 2012 and Financial Budget Scheme for 2013;
Voting result: 14 in favor, 0 against and 0 abstaining.
12. 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 intended 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 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.
In the above profit distribution plan for 2012, the amount of dividends in cash accounts for 20.85% of that year’s net profit belonging to the parent company’s shareholders (based on the group’s consolidated statements and calculated as 21.62% according to the bank’s specifications). Last year the China Banking Regulatory Commission officially released the Measures for Capital Management of Commercial Banks, which specifies strict standards for commercial banks’ capital adequacy ratio and clearly requires that new regulatory standards should be reached comprehensively after the end of the transition period. According to the profit distribution plan examined and approved by the company’s shareholders’ meeting, the company promises that in the coming three years (2012-2014), the profit to be distributed in cash for each year will not be less than 20% (included) of that year’s distributable profit on condition that the capital adequacy ratio meets the regulatory requirements. The percentage of dividends in cash in the above profit distribution plan exceeds that of previous years, properly takes into account the capital regulatory requirements, shareholders’ return on cash and the development demand in the years to come, which helps the company strengthen its capital accumulation and supports the company’s long-term sustainable development.
Voting result: 14 in favor, 0 against and 0 abstaining.
13. 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, printing, and other relevant taxes).
Voting result: 14 in favor, 0 against and 0 abstaining.
14. Proposal on checking and ratifying the writing-off limit of bad debts for 2013; the board of directors agrees to arrange a writing-off limit of bad debts for 2013 totaling RMB1.5 billion, and for writing-off of specific items within the budgetary limit, relevant approval procedure should be followed according to the examination and approval authority under the Articles of Association.
Voting result: 14 in favor, 0 against and 0 abstaining.
15. Special report on the deposit and actual use of the fund raised in 2012; for full copy, see Shanghai Stock Exchange’s website.
Voting result: 14 in favor, 0 against and 0 abstaining.
16. Capital management for 2012 and capital management plan for 2013;
Voting result: 14 in favor, 0 against and 0 abstaining.
17. Plan for the capital adequacy ratio to reach the standard within the transition period from 2013 to 2018;
Voting result: 14 in favor, 0 against and 0 abstaining.
18. Self-assessment report of the board of directors on the internal control for 2012; for full copy, see Shanghai Stock Exchange’s website.
Voting result: 14 in favor, 0 against and 0 abstaining.
19. Report on sustainable development for 2012; for full copy, see Shanghai Stock Exchange’s website.
Voting result: 14 in favor, 0 against and 0 abstaining.
20. Proposal on granting an internal basic line of credit to Hang Seng Bank (including Hang Seng Bank (China) Co., Ltd.); the related director Feng Xiaozhong avoided voting. For details about the transaction, see the company’s announcement of related transactions.
Voting result: 13 in favor, 0 against and 0 abstaining.
21. Performance-related salary distribution scheme for senior management personnel in 2012; directors Gao Jianping, Li Renjie, Chen Dekang and Tang Bin were related with this matter and avoided voting.
Voting result: 10 in favor, 0 against and 0 abstaining.
22. Risk fund payment scheme for senior management personnel in 2009; directors Gao Jianping, Li Renjie, Chen Dekang and Tang Bin were related with this matter and avoided voting.
Voting result: 10 in favor, 0 against and 0 abstaining.
23. Proposal on formulating the Data Management Policy;
Voting result: 14 in favor, 0 against and 0 abstaining.
24. Proposal on revising the Management Measures for Business Continuity;
Voting result: 14 in favor, 0 against and 0 abstaining.
25. Proposal on purchase of business office for Jinan Branch; it is agreed that Jinan Branch may purchase a business office at a total price of about RMB593 million (excluding tax) and the management is authorized to review and approve the investment budget and the building area within the permitted error (10%) according to market change.
Voting result: 14 in favor, 0 against and 0 abstaining.
26. Proposal on purchase of business office for Shenyang Branch; it is agreed that Shenyang Branch may purchase a business office at a total price of about RMB449 million (excluding tax) and the management is authorized to review and approve the investment budget and the building area within the permitted error (10%) according to market change.
Voting result: 14 in favor, 0 against and 0 abstaining.
27. Proposal on normal engagement in credit asset securitization; the management is authorized to approve and organize normal engagement in credit asset securitization and relevant design, reporting for approval and issue according to the company’s need for normal development of credit asset securitization. After the end of each issue of credit asset securitized products, the management should timely report the issue to the board of directors to ensure the supervision and management of credit asset securitization.
Voting result: 14 in favor, 0 against and 0 abstaining.
28. Work Plan of the Board of Directors for 2013;
Voting result: 14 in favor, 0 against and 0 abstaining.
29. Proposal on convening annual shareholders’ meeting for 2012; the company’s board of directors decides to convene annual shareholders’ meeting for 2012 on May 21, 2013 and to combine onsite meeting voting and online voting. For details, see the company’s notice on convening annual shareholders’ meeting for 2012.
Voting result: 14 in favor, 0 against and 0 abstaining.
The above 1st, 3rd, 9th, 11th, 12th and 13th proposals need to be submitted to the shareholders’ meeting for review and approval.
The session also listened to the Plan for Purchase of Business Offices in 2013 and the board of supervisors notified the board of directors of the Work of the Board of Supervisors for 2012.
This Announcement is hereby made for your attention.
Board of Directors of Industrial Bank Co., Ltd.
April 22, 2013