Securities Abbreviation: Industrial Bank Securities Code: 601166 No.: T 2014-04
Announcement of Industrial Bank Co., Ltd.
on Performance of Undertakings by the Company,
Shareholders and Associated Parties
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.
In accordance with the requirements of the “Circular on Furthering the Supervision and Regulation of Undertakings and Performance by Listed Companies and the De facto Controllers, Shareholders and Associated Parties, Purchasers of List Companies thereof” of China Securities Regulatory Commission (No. 112 (2014) of Listing Department I) and relevant circulars of Fujian Securities Regulatory Bureau, the Company itself carried out inspection over the performance of undertakings by relevant subjects including the Company, shareholders and associated parties, confirming that there is no non-compliance with the requirements of the “Regulatory Guideline 4 for Listed Companies – Undertakings and Performance by Listed Companies and the De facto Controllers, Shareholders and Associated Parties, Purchasers of List Companies thereof” or overdue performance of undertakings. Now, the situation of undertakings under performance is disclosed as below:
1. The Company’s first extraordinary general shareholder’s meeting in 2012 deliberated and approved the “Annual Profit Distribution Planning 2012-2014” (see the announcement on resolutions of the general shareholders’ meeting on August 29, 2012 for details), planning, in the coming three years (2012-2014), the profits distributed in cash each year cannot be less than 20% (included) of the annual distributable profits if there are any distributable profits after the profits registered in each year of dividend are used for making up losses and allotting as statutory public reserve and ordinary reserves, provided that the capital sufficiency meet the regulatory requirements. The Company fulfilled the above undertaking in profit distribution as scheduled.
2. The People’s Insurance Company (Group) of China Limited, PICC Property and Casualty Company Limited, PICC Life Insurance Company Limited (holding 10.87% shares of the total capital stock of the Company in total) undertake: the shares subscribed in the non-open issuance of the Company in 2012 are subject to the restricted stock trade period of 36 months, and cannot be transferred within 36 months as from the conclusion of the issue. Should relevant regulatory authorities have any other requirements over the locking period, such requirements shall prevail. The above companies have performed their obligations of restricted sale in accordance with their undertakings, and the relevant shares have been registered with restricted sale.
3. Shareholders of the Company, China National Tobacco Corporation (holding 3.22% shares of the total capital stock of the Company) and Shanghai ZhengYang International Trade Co., Ltd. (holding 0.99% shares of the total capital stock of the Company) undertake: the shares subscribed in the non-open issuance of the Company in 2012 are subject to the restricted stock trade period of 36 months, and cannot be transferred within 36 months as from the conclusion of the issue. The above companies have performed their obligations of restricted sale in accordance with their undertakings, and the relevant shares have been registered with restricted sale.
Except the above undertakings, no other undertakings made by the Company, shareholders and associated parties have not been fulfilled.
It is hereby to announce as foregoing.
Board of Directors of Industrial Bank Co., Ltd.
February 13, 2014