Securities Abbreviation: Industrial Bank Securities Code: 601166 No.: T 2014-17
Industrial Bank Co., Ltd.
Announcement on Resolutions of the 6th
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 6th session of the 8th Board of Directors of Industrial Bank Co., Ltd. sent the notice on May 28, 2014, and was held in Fuzhou on June 6. All the 15 directors who should be present attended the session (Directors Li Liangwen and Zhang Yuxia entrusted Director Li Renjie, Director Cai Peixi entrusted Director Deng Ruilin, and Independent Director Zhang Jie entrusted Independent Director Li Ruoshan to exercise the voting right regarding the matters deliberated at the session), which met relevant provisions of the Company Law of the People’s Republic of China and the Articles of Incorporation. All the 7 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. Proposal on the nomination of Mr. Liu Shiping as a candidate of independent director of the 8th Board of Directors. The resume of Mr. Liu Shiping is as follows:
Liu Shiping, male, Ph.D, American, 52 years old. A senior expert in the area of business intelligence (data warehouse and data mining) and risk management offering business intelligence consulting service for more than 100 financial institutions, he now serves as Board Chairman of Global Business Intelligence Consulting (Beijing) Co., Ltd. He served as director of the data mining team of global finance industry and chief business intelligence consultant in IBM Global Business Services. Meanwhile, he also serves as a member of the Information Committee of China Association for Public Companies, outside supervisor of Zhejiang Tailong Commercial Bank, independent director of People.cn, professor and doctoral supervisor of Graduate School of Chinese Academy of Sciences, director of the Research Center of Finance Science & Technologies of University of the Chinese Academy of Sciences, a member of the Expert Consulting Committee of China Association of Technology Entrepreneurs, a member of China Accounting Informationization Committee, Vice Chairman of XBRL Executive Committee, director of Haidian District High-level Talents Development Association of Beijing, director of Beijing Association of Overseas-Chinese Hi-tech Entrepreneurs, and director of Haidian District Non-Party Intellectuals Society of Beijing, etc.
Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.
II. Proposal on engagement of Mr. Chen Xinjian as Vice President of the Company; consent to the engagement of Mr. Chen Xinjian as Vice President of the Company. The resume of Mr. Chen Xinjian is as follows:
Chen Xinjian, male, born in October 1967 in Pingtan Fujian, a holder of bachelor diploma and master degree. Now, he serves as Party Secretary and President of IB Beijing Branch. He has ever served as secretary (vice section chief level and section chief level) of the General Office of Fujian Provincial Government, secretary (vice division chief level and division chief level) of the General Office of Fujian Provincial Government, Director of the Finance Division and Director of External Debt of Fujian Provincial Department of Finance, Party Committee member and Vice President of IB Shanghai Branch, Party Committee Secretary and Vice President (in charge of operation) of IB Xiamen Branch, Party Committee Secretary and President of IB Xiamen Branch, and Party Committee Secretary and President of IB Nanjing Branch.
Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.
III. Proposal on the plan for non-public Offering of domestic preferred shares. In accordance with relevant laws and regulations and other relevant provisions, the Company has met the requirements for non-public offering of preferred shares. Consent is given to the Company for non-public offering domestic preferred shares worth not more than RMB 30 billion to supplement the Tier 1 capital. The Board of Directors has deliberated on the specific plan for the non-public offering of domestic preferred shares item by item, and the specific contents of the plan is provided in the attachment.
1. Type of preferred shares offered this time. Mr. Gao Jianping and Mr. Liao Shizhong withdrew from voting as they were involved in the matter.
Voting result: 13 votes of consent, 0 vote of opposition, and 0 vote of waiver.
2. Offering amount and scale. Mr. Gao Jianping and Mr. Liao Shizhong withdrew from voting as they were involved in the matter.
Voting result: 13 votes of consent, 0 vote of opposition, and 0 vote of waiver.
3. Par value and offering price. Mr. Gao Jianping and Mr. Liao Shizhong withdrew from voting as they were involved in the matter.
Voting result: 13 votes of consent, 0 vote of opposition, and 0 vote of waiver.
4. Offering method. Mr. Gao Jianping and Mr. Liao Shizhong withdrew from voting as they were involved in the matter.
Voting result: 13 votes of consent, 0 vote of opposition, and 0 vote of waiver.
5. Offering targets. Mr. Gao Jianping and Mr. Liao Shizhong withdrew from voting as they were involved in the matter.
Voting result: 13 votes of consent, 0 vote of opposition, and 0 vote of waiver.
6. Existing period. Mr. Gao Jianping and Mr. Liao Shizhong withdrew from voting as they were involved in the matter.
Voting result: 13 votes of consent, 0 vote of opposition, and 0 vote of waiver.
7. Dividends distribution clause. Mr. Gao Jianping and Mr. Liao Shizhong withdrew from voting as they were involved in the matter.
Voting result: 13 votes of consent, 0 vote of opposition, and 0 vote of waiver.
8. Compulsory conversion clause. Mr. Gao Jianping and Mr. Liao Shizhong withdrew from voting as they were involved in the matter.
Voting result: 13 votes of consent, 0 vote of opposition, and 0 vote of waiver.
9. Conditional redeeming clause. Mr. Gao Jianping and Mr. Liao Shizhong withdrew from voting as they were involved in the matter.
Voting result: 13 votes of consent, 0 vote of opposition, and 0 vote of waiver.
10. Clearing and reimbursing sequence and clearing method. Mr. Gao Jianping and Mr. Liao Shizhong withdrew from voting as they were involved in the matter.
Voting result: 13 votes of consent, 0 vote of opposition, and 0 vote of waiver.
11. Restriction on voting right. Mr. Gao Jianping and Mr. Liao Shizhong withdrew from voting as they were involved in the matter.
Voting result: 13 votes of consent, 0 vote of opposition, and 0 vote of waiver.
12. Restoration of voting right. Mr. Gao Jianping and Mr. Liao Shizhong withdrew from voting as they were involved in the matter.
Voting result: 13 votes of consent, 0 vote of opposition, and 0 vote of waiver.
13. Rating arrangement. Mr. Gao Jianping and Mr. Liao Shizhong withdrew from voting as they were involved in the matter.
Voting result: 13 votes of consent, 0 vote of opposition, and 0 vote of waiver.
14. Guarantees. Mr. Gao Jianping and Mr. Liao Shizhong withdrew from voting as they were involved in the matter.
Voting result: 13 votes of consent, 0 vote of opposition, and 0 vote of waiver.
15. Transfer arrangement. Mr. Gao Jianping and Mr. Liao Shizhong withdrew from voting as they were involved in the matter.
Voting result: 13 votes of consent, 0 vote of opposition, and 0 vote of waiver.
16. Usage of raised funds. Mr. Gao Jianping and Mr. Liao Shizhong withdrew from voting as they were involved in the matter.
Voting result: 13 votes of consent, 0 vote of opposition, and 0 vote of waiver.
17. Validity of this offering resolution. Mr. Gao Jianping and Mr. Liao Shizhong withdrew from voting as they were involved in the matter.
Voting result: 13 votes of consent, 0 vote of opposition, and 0 vote of waiver.
18. Matters regarding the authorization of preferred shares offering this time. Mr. Gao Jianping and Mr. Liao Shizhong withdrew from voting as they were involved in the matter.
Voting result: 13 votes of consent, 0 vote of opposition, and 0 vote of waiver.
After deliberation and approval, the above plan should still be submitted to the Company’s General Shareholders’ Meeting for deliberation item by item. Then, it may be implemented with the approval or ratification of CBRC and CSRC. Moreover, the plan is subject to final approval of CSRC.
IV. Proposal on the plan for non-public Offering of domestic preferred shares. Mr. Gao Jianping and Mr. Liao Shizhong withdrew from voting as they were involved in the matter. Please visit the website of Shanghai Stock Exchange for whole text of the plan.
Voting result: 13 votes of consent, 0 vote of opposition, and 0 vote of waiver.
X. Proposal on non-public offering of preferred shares to Fujian Provincial Department of Finance. Consent is given to the subscription of 25,000,000 domestic preferred shares offered this time by Fujian Provincial Department of Finance at the subscription value of RMB 2.5 billion. The final amount of subscription may not exceed the total amount of shares approved by competent authorities. The transaction constitutes an associated one. Please see the whole text of announcement on associated transactions. Mr. Gao Jianping and Mr. Liao Shizhong withdrew from voting as they were involved in the matter.
Voting result: 13 votes of consent, 0 vote of opposition, and 0 vote of waiver.
VI. Proposal on the execution of the conditionally effective subscription agreement of preferred shares with Fujian Provincial Department of Finance. Consent is given to the execution of the conditionally effective subscription agreement of preferred shares with Fujian Provincial Department of Finance. The transaction constitutes an associated one. Please see the whole text of announcement on associated transactions. Mr. Gao Jianping and Mr. Liao Shizhong withdrew from voting as they were involved in the matter.
Voting result: 13 votes of consent, 0 vote of opposition, and 0 vote of waiver.
VII. Proposal on the revision of Articles of Incorporation. Please visit the website of Shanghai Stock Exchange for the draft on the revision of Articles of Incorporation.
Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.
VIII. Proposal on the medium-term capital management planning (2014-2016). Please visit the website of Shanghai Stock Exchange for the whole planning.
Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.
IX. Proposal on the medium-term planning of returns to shareholders (2014-2016). Please visit the website of Shanghai Stock Exchange for the whole planning.
Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.
X. Proposal on granting the limit of associated transactions to Hang Seng Bank (including Hang Seng Bank (China) Ltd). Please see the whole text of announcement of the Company on associated transactions. Mr. Feng Xiaozhong withdrew from voting as they were involved in the matter.
Voting result: 14 votes of consent, 0 vote of opposition, and 0 vote of waiver.
XI. Proposal on adding the limit of associated transactions for the People’s Insurance Company (Group) of China Limited. Please see the whole text of announcement of the Company on associated transactions for details. Mr. Li Liangwen withdrew from voting as they were involved in the matter.
Voting result: 14 votes of consent, 0 vote of opposition, and 0 vote of waiver.
XII. Proposal on granting the limit of associated transactions to China National Tobacco Corporation. Please see the whole text of announcement of the Company on associated transactions. Ms Zhang Yuxia withdrew from voting as they were involved in the matter.
Voting result: 14 votes of consent, 0 vote of opposition, and 0 vote of waiver.
XIII. Proposal on holding the 2013 General Shareholders’ Meeting. Please the notice of the Company on annual shareholders’ meeting.
Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.
The first, third, fifth, sixth, eighth and ninth proposals above still need to be submitted to the general shareholders’ meeting for deliberation and approval.
It is hereby to announce as foregoing.
Board of Directors of Industrial Bank Co., Ltd.
June 6, 2014