Securities Abbreviation: Industrial Bank Securities Code: 601166 No.: T 2014-30
Industrial Bank Co., Ltd.
Announcement on the Resolution of 2013
General Shareholders’ Meeting
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.
I. Important Notes:
•No proposal was rejected at the meeting.
•No resolution made at any of the previous general shareholders’ meeting was altered.
•All proposals of this meeting were approved.
II. Information of Meeting
1. Time of meeting
Time of on-site meeting: 9:00 am June 27, 2014
Internet voting time: The specific time for internet voting at the trading system of Shanghai Stock Exchange is 9:30-11:30 am and 1:00-3:00 pm, June 27, 2014.
2. Place of on-site meeting: Conference Room, 3/F, Block A Zhongshan Tower, No. 154 Hudong Road, Fuzhou
3. Holding method: A combination of the open votes at the on-site meeting and internet votes.
4. Meeting convener: Board of Directors of the Company
5. Presider: Mr. Gao Jianping, Board Chairman of the Company
6. The meeting was convened in accordance with the provisions of the Company Law of the People’s Republic of China and the Articles of Incorporation. The meeting was witnessed by Grandall Law Firm (Shanghai).
7. Attendance of directors, supervisors and board secretary of the Company Of the 15 incumbent directors of the Company, Gao Jianping, Liao Shizhong, Li Renjie, Jiang Yunming, Tang Bin and Zhou Qinye attended the meeting personally, whereas the remaining directors could not be present personally for business or other arrangement. Of the 9 incumbent supervisors, Kang Yukun, Xu Chiyun, Li Jian, Lai Furong, and Zhang Xin attended the meeting personally, whereas the remaining could not be present personally for business or other arrangement. Senior management personnel of the Company, including President Li Renjie, Vice President Jiang Yunming, Vice President Li Weimin, and Board Secretary Tang Bin, attended the meeting.
III. Attendees of Meeting
Number of shareholders and representatives attending the meeting | 465 |
Total number of voting shares held (shares) | 12,339,063,944 |
Percentage of the Company’s total voting shares (%) | 64.7640% |
Number of shareholders and representatives voting through the internet | 352 |
Total number of voting shares held (shares) | 4,255,895,886 |
Percentage of the Company’s total voting shares (%) | 22.3379% |
IV. Deliberation and Voting of Proposals
The following proposals were deliberated and approved at this meeting through voting by combining the open votes at the on-site meeting and internet votes:
Contents of proposal | Number of consents | Proportion of consents | Number of oppositions | Proportion of oppositions | Number of waivers | Proportion of waivers | Passed or not |
I. Work Report of the Board of Directors 2013 | 12,334,995,723 | 99.9670% | 1,093,611 | 0.0089% | 2,974,610 | 0.0241% | Yes |
II. Work Report of the Board of Supervisors 2013 | 12,284,450,257 | 99.5574% | 51,565,277 | 0.4179% | 3,048,410 | 0.0247% | Yes |
III. Assessment Report on the Responsibility Performance of Directors 2013 | 12,284,446,457 | 99.5574% | 51,588,377 | 0.4181% | 3,029,110 | 0.0245% | Yes |
IV. Assessment Report on the Responsibility Performance of Supervisors 2013 | 12,284,442,257 | 99.5573% | 51,539,027 | 0.4177% | 3,082,660 | 0.0250% | Yes |
V. Assessment Report of the Board of Supervisors on the Responsibility Performance of Directors and Senior Management Personnel 2013 | 12,284,442,257 | 99.5573% | 51,587,677 | 0.4181% | 3,034,010 | 0.0246% | Yes |
VI. The 2013 Report and Abstract | 12,334,944,923 | 99.9666% | 1,070,611 | 0.0087% | 3,048,410 | 0.0247% | Yes |
VII. Report on Financial Accounts 2013 and Financial Budget Plan 2014 | 12,284,450,257 | 99.5574% | 51,565,277 | 0.4179% | 3,048,410 | 0.0247% | Yes |
VIII. 2013 Profit Distribution Plan | 12,334,967,123 | 99.9668% | 3,253,657 | 0.0264% | 843,164 | 0.0068% | Yes |
IX. Proposal on the Engagement of Accountant Firm in 2014 | 11,892,059,318 | 96.3773% | 2,160,791 | 0.0175% | 444,843,835 | 3.6052% | Yes |
X. Proposal on the Issue of Financial Bonds | 12,335,002,353 | 99.9671% | 1,070,611 | 0.0087% | 2,990,980 | 0.0242% | Yes |
XI. Proposal on the Medium-term Capital Management Planning (2014-2016) | 12,323,818,936 | 99.8764% | 12,251,028 | 0.0993% | 2,993,980 | 0.0243% | Yes |
XII. Proposal on the Medium-term Planning of Returns to Shareholders (2014-2016) | 12,335,020,253 | 99.9672% | 2,814,211 | 0.0228% | 1,229,480 | 0.0100% | Yes |
XIII. Proposal on the Election of Mr. Zhu Qing and Mr. Liu Shiping as Independent Directors | |||||||
1. Electing Mr. Zhu Qing as an independent director of the 8th Board of Directors | 11,882,298,836 | 96.2982% | 1,070,611 | 0.0087% | 455,694,497 | 3.6931% | Yes |
2. Electing Mr. Liu Shiping as an independent director of the 8th Board of Directors | 11,882,298,836 | 96.2982% | 1,072,213 | 0.0087% | 455,692,895 | 3.6931% | Yes |
XIV. Proposal on Election of Mr. Wang Shuguang and Mr. Zhang Xin as Outside Supervisors | |||||||
1. Electing Mr. Wang Shuguang as an outside supervisor of the 6th Board of Supervisors | 11,882,298,736 | 96.2982% | 1,070,611 | 0.0087% | 455,694,597 | 3.6931% | Yes |
2. Electing Mr. Zhang Xin as an outside supervisor of the 6th Board of Supervisors | 11,882,298,736 | 96.2982% | 1,070,611 | 0.0087% | 455,694,597 | 3.6931% | Yes |
XV. Proposal on Revision of the Company’s Articles of Incorporation | 12,334,944,923 | 99.9666% | 1,070,611 | 0.0087% | 3,048,410 | 0.0247% | Yes |
XVI. Proposal on the Plan for Non-public Offering of Domestic Preferred Shares | |||||||
1. Type of preferred shares offered this time | 8,921,659,511 | 99.8296% | 14,284,566 | 0.1598% | 946,098 | 0.0106% | Yes |
2. Offering amount and scale | 8,921,659,511 | 99.8296% | 14,284,566 | 0.1598% | 946,098 | 0.0106% | Yes |
3. Par value and offering price | 8,921,209,421 | 99.8245% | 14,734,656 | 0.1649% | 946,098 | 0.0106% | Yes |
4. Offering method | 8,921,659,511 | 99.8296% | 14,284,566 | 0.1598% | 946,098 | 0.0106% | Yes |
5. Offering targets | 8,921,651,511 | 99.8295% | 14,230,136 | 0.1592% | 1,008,528 | 0.0113% | Yes |
6. Existing period | 8,921,651,511 | 99.8295% | 14,230,136 | 0.1592% | 1,008,528 | 0.0113% | Yes |
7. Dividends distribution clause | 8,921,675,711 | 99.8298% | 14,230,136 | 0.1592% | 984,328 | 0.0110% | Yes |
8. Compulsory conversion clause | 8,921,646,411 | 99.8294% | 14,523,086 | 0.1625% | 720,678 | 0.0081% | Yes |
9. Conditional redeeming clause | 8,921,651,511 | 99.8295% | 14,230,136 | 0.1592% | 1,008,528 | 0.0113% | Yes |
10. Clearing and reimbursing sequence and clearing method | 8,921,651,511 | 99.8295% | 14,230,136 | 0.1592% | 1,008,528 | 0.0113% | Yes |
11. Limit of voting right | 8,921,651,511 | 99.8295% | 14,230,136 | 0.1592% | 1,008,528 | 0.0113% | Yes |
12. Restoration of voting right | 8,921,646,411 | 99.8294% | 14,235,236 | 0.1593% | 1,008,528 | 0.0113% | Yes |
13. Rating arrangement | 8,921,651,511 | 99.8295% | 14,230,136 | 0.1592% | 1,008,528 | 0.0113% | Yes |
14. Guarantees | 8,921,651,511 | 99.8295% | 14,230,136 | 0.1592% | 1,008,528 | 0.0113% | Yes |
15. Transfer arrangement | 8,921,651,511 | 99.8295% | 14,230,136 | 0.1592% | 1,008,528 | 0.0113% | Yes |
16. Purpose of raised funds | 8,921,651,511 | 99.8295% | 14,230,136 | 0.1592% | 1,008,528 | 0.0113% | Yes |
17. Validity of this offering resolution | 8,921,651,511 | 99.8295% | 14,230,136 | 0.1592% | 1,008,528 | 0.0113% | Yes |
18. Matters regarding the authorization of preferred shares offering this time | 8,921,651,511 | 99.8295% | 14,230,136 | 0.1592% | 1,008,528 | 0.0113% | Yes |
XVII. Proposal on Non-public Offering of Preferred Shares to Fujian Provincial Department of Finance | 8,921,647,167 | 99.8294% | 12,583,186 | 0.1408% | 2,659,822 | 0.0298% | Yes |
XVIII. Proposal on the Execution of the Conditionally Effective Subscription Agreement of Preferred Shares with Fujian Provincial Department of Finance | 8,921,647,167 | 99.8294% | 12,427,186 | 0.1391% | 2,815,822 | 0.0315% | Yes |
XIX. Proposal on Revision of Some Articles of the Company’s Articles of Incorporation | 12,331,944,188 | 99.9423% | 1,070,611 | 0.0087% | 6,049,145 | 0.0490% | Yes |
The staged voting result of the above 8th proposal is as follows:
Poll section | Number of stocks of consents | Percentage of stocks of consents in the section | Number of stocks of oppositions | Percentage of stocks of oppositions in the section | Number of stocks of waivers | Percentage of stocks of waivers in the section |
Shareholders holding less than 1% of shares | 3,217,609,504 | 99.8728 | 3,253,657 | 0.1010 | 843,164 | 0.0262 |
Shareholders holding 1%-5% (including 1%) of shares | 3,644,532,250 | 100 | 0 | 0 | 0 | 0 |
Shareholders holding more than 5% (including 5%) of shares | 5,472,825,369 | 100 | 0 | 0 | 0 | 0 |
Shareholders holding less than 1% of shares, the market value of which is less than RMB 500,000 | 1,453,828 | 71.0266 | 344,805 | 16.8454 | 248,246 | 12.1280 |
Shareholders holding less than 1% of shares, the market value of which is more than RMB 500,000 (including RMB 500,000) | 3,216,155,676 | 99.8912 | 2,908,852 | 0.0903 | 594,918 | 0.0185 |
For all sub-proposals in the above 16th proposal and the 17th and 18th proposals, the associated shareholder, Fujian Provincial Department of Finance, which was present at the meeting, has withdrawn from voting as it was involved, so the 3,402,173,769 shares held by the department were not counted into the voting results of the above proposals.
V. Opinions of Lawyers in Witness
This general shareholders’ meeting was witnessed by lawyers Sun Li and Yang Cheng from Grandall Law Firm (Shanghai), who provided a Letter of Legal Opinions, believing: the convening and holding of the general shareholders’ meeting was in conformity with provisions of laws, regulations and the Articles of Incorporation; qualifications of all attendees of the general shareholders’ meeting were all lawful and valid; the voting procedure of the general shareholders’ meeting tallied with the provisions of relevant laws, regulations and the Articles of Incorporation, and the results of voting were lawful and valid.
It is hereby to announce as foregoing.
Board of Directors of Industrial Bank Co., Ltd.
June 30, 2014