Securities Abbreviation: Industrial Bank  Securities Code: 601166   No.:T 2014-10

Industrial Bank Co., Ltd.

Announcement on Resolutions of the 4th Session of the 8th Board of Directors

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 4th session of the 8th board of directors of Industrial Bank Co., Ltd. sent its notice on March 14, 2014, and was held in Fuzhou on March 28. All the 15 directors who should be present attended the session (Director Li Liangwen entrusted Board Chairman Gao Jianping and Director Zhang Jie entrusted Independent Director Deng Ruilin to attend the session on their behalf and exercise their voting right, and Director Paul M. Theil attended the session on telephone), which met relevant provisions of the Company Law of the People’s Republic of China and the articles of assosiation. All the eight supervisors of the company’s board of supervisors attended the session.

Presided over by Board Chairman Gao Jianping, the session approved the following proposals and made the following resolutions:

I. Annual Work Report of the Board of Directors 2013;

Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.

II. Annual Work Report of the President 2013;

Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.

III. Assessment Report on the Responsibility Performance of Directors 2013;

Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.

IV. Annual Work Report of the Strategy Committee of the Board of Directors 2013;

Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.

V. Annual Work Report of the Risk Management Committee of the Board of Directors 2013;

Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.

VI. Annual Work Report of the Audit and Associated Transactions Control Committee of the Board of Directors 2013. Please visit the website of Shanghai Stock Exchange for the whole report.

Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.

VII. Annual Work Report of the Compensation and Appraisal Committee of the Board of Directors 2013;

Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.

VIII. Annual Work Report of the Nomination Committee of the Board of Directors 2013;

Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.

IX. The 2013 Annual Report and its abstract. Please visit the website of Shanghai Stock Exchange for the whole report.

Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.

X. Report on Financial Accounts 2013 and Financial Budget Plan 2014;

Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.

XI. Profit distribution plan 2013: In accordance with relevant provisions of the Company Law of the People’s Republic of China, the articles of assosiation and the “Profit Distribution Planning 2012-2014”, and in overall consideration of factors including the requirements of the regulatory department on capital sufficiency and business sustainability of the Company, RMB 3,175,389,458.50 is allotted as the statutory surplus public reserve, which will reach 50% of the Company’s registered capital after the allotment; RMB 2,402,146,465.25 will be allotted as ordinary reserves; a cash dividend of RMB 4.6 (tax included) will be paid out for every 10 shares based on the total 19,052,336,751 stocks, and the cash dividends paid reach RMB 8,764,074,905.46, with the remained undistributed profits being carried down to the next year.

In the above profit distribution plan for 2013, the amount of cash dividends accounts for 21.27% of the net profits attributable to the parent company in the consolidated statement of the year. The proportion of dividends keeps increasing steadily, which not only gives consideration to meeting the regulatory requirements on capital sufficiency, needs of shareholders for cash returns and the development needs in the coming years, but is also helpful for the Company to reinforce capital accumulation and supports the long-term sustainable development.

Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.

XII. Proposal on the engagement of accountant firm in 2014: The session agreed to engage Deloitte Certified Public Accountants LLP to provide the services of annual report audit, half-year report review and internal control audit in 2014, with the audit fees (including travel costs, accommodation expenses, stationery costs, communication fees, printing costs, and relevant taxes) totaling RMB 7.60 million.

Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.

XIII. Proposal on the issue of financial bonds: The session agreed that the Company could, based on the guidance of regulatory policies and external market situation, issue the financial bonds worth not more than RMB 80 billion at the markets both home and abroad in several times, of which the financial bonds issued at overseas markets (including Hong Kong and Taiwan) could not exceed RMB 10 billion. The funds raised will be used for supplementing the medium- and long-term capital of the Company. Specifically, an amount of RMB 50 billion will be used to support for the development of financial services to small- and mini-sized enterprises (including the Formosa Bond of RMB 1 billion for supporting the construction of Pingtan in the Western Taiwan Straits), an amount of RMB 30 billion will be used to support the development of green finance. It is submitted to general shareholders’ meeting for approving the board of directors to authorize the management team to organize the implementation, and the validity of authorization extends to December 31, 2015.

Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.

XIV. Internal control assessment report 2013. Please visit the website of Shanghai Stock Exchange for the whole report.

Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.

XV. Sustainable development report 2013. Please visit the website of Shanghai Stock Exchange for the whole report.

Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.

XVI. Performance-based compensation distribution plan for executives 2013; five executive directors including Gao Jianping, Li Renjie, Jiang Yunming, Lin Zhangyi and Tang Bin withdrew from voting as they are involved in the matter. 

Voting result: 10 votes of consent, 0 vote of opposition, and 0 vote of waiver.

XVII. Risk fund assessment and granting plan for executives 2010; five executive directors including Gao Jianping, Li Renjie, Jiang Yunming, Lin Zhangyi and Tang Bin withdrew from voting as they are involved in the matter.

Voting result: 10 votes of consent, 0 vote of opposition, and 0 vote of waiver.

XVIII. The plan for purchasing office premises for business purpose 2014; in order to further improve the rationality and operability of investment in fixed assets, the Company will continue implementing annual total budget control and management over purchase of housing, with the budget totaling RMB 4 billion. Within the the total budget, the examination and approval of single project will be handled in the procedures specified in relevant articles.

Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.

XIX. Proposal on checking and determining the amount of non-performing debts to be written off: The session agreed that the company could arrange the total budget for write-off of non-performing debts amounting to RMB 4.5 billion in 2014, and specific items within the budget should be written off following the approval procedures in accordance with the examination and approval powers specified in the articles of assosiation.

Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.

XX. Proposal on the nomination of Mr. Zhu Qing as a candidate of independent director. The resume of Mr. Zhu Qing is as follows:

Zhu Qing, born in May 1957, Ph.D. of Economics, now serves as Director of the Academic Committee, professor and Ph.D. tutor of Renmin University of China. He worked in the Budget Department and the Customs Department of European Commission from 1988 to 1989, served as a visiting scholar in the School of Management, State University of New York (Buffalo) from 1996 to 1997 and as a senior visiting scholar in the Department of Economics, University of California, Berkeley from August to October 2005. At present, he also serves as standing director of Society of Public Finance of China, standing director and deputy chief of China International Taxation Research Institute, director of the Chinese Taxation Institute, director of China Social Insurance Association, and standing director of the Society of Public Finance of Beijing. Meanwhile, he also served as distinguished or part-time professor in Yang Zhou Taxation Institute under the State Taxation Bureau, Beijing National Accounting Institute, and Xiamen National Accounting Institute.

Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.

Of the above proposals, eight ones including No. I, III, IX, X, XI, XII, XIII, and XX should be submitted to the general shareholders’ meeting 2013 for deliberation and approval.

The session also listened to the “Report on the Performance of Corporate Social Responsibilities”, and the Board of Supervisors also reported the “Work of the Board of Supervisors 2013” to the Board of Directors.

It is hereby to announce as foregoing.

Board of Directors of Industrial Bank Co., Ltd.

March 31, 2014