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Securities Name: Industrial Bank Securities Code: 601166 No.: T 2014-39

Industrial Bank Co., Ltd.

Announcement on Resolutions of the 8th 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 8th session of the 8th Board of Directors of Industrial Bank Co., Ltd. was held by means of communication from October 16 to 17, 2014. The meeting documents were sent out on October 16. All the 13 directors who should vote at the session attended, and the associated directors, Mr. Gao Jianping and Mr. Liao Shizhong have withdrawn from voting upon the deliberation of relevant proposals, which met relevant provisions of the Company Law of the People’s Republic of China and the Articles of Incorporation.

Upon deliberation, the session approved the “Proposal on the Amount and Scale of Non-public Offering of Domestic Preferred Shares” through voting. The Board of Directors decide to set the amount and scale for the non-public offering of domestic preferred shares as “the preferred shares to be offered this time will not exceed 260 million shares in total, and the total value will not exceed RMB 26 billion”, in accordance with the requirements of relevant laws and regulations and relevant authorization in the “Proposal on the Plan on Non-public Offering of Domestic Preferred Shares” deliberated and approved by the 2013 General Shareholders’ Meeting of the Company. See the attachment for details of the specified plan.

Voting result: 13 votes of consent, 0 vote of opposition, and 0 vote of waiver.

It is hereby to announce as foregoing.

Board of Directors of Industrial Bank Co., Ltd.

October 20, 2014

Attachment

Industrial Bank Co., Ltd.

Plan on Non-public Offering of Domestic Preferred Shares (Revised)

I. Type of preferred shares offered this time

The preferred shares offered this time is of the type meeting the requirements of relevant regulations including the “Guiding Opinions on Launching the Pilot Program of Preferred Shares, the “Measures for the Administration of the Pilot Program of Preferred Shares”, the “Measures for the Administration of Capital”, and the “Guiding Opinions on Commercial Banks Offering Preferred Shares to Replenish Tier 1 Capital”.

II. Offering amount and scale

The preferred shares to be offered this time will not exceed 260 million shares in total, and the total value will not exceed RMB 26 billion. The specific amount will be determined within the above amount by the Board of Directors under the authorization of the General Shareholders’ Meeting according to the requirements of competent authorities.

III. Par value and offering price

The par value of the preferred shares of this offering is RMB 100 per share and such shares will be offered at the par value.

IV. Offering method

At this time, the preferred shares will be offered in the non-public manner and in different issues in accordance with relevant procedures upon approval by China Banking Regulatory Commission (CBRC) and China Securities Regulatory Commission (CSRC). For the preferred shares offered in different issues, all articles are the same except difference in face dividend yield ratio.

V. Offering targets

The offering targets of the domestic preferred shares this time are 200 qualified investors meeting the provisions of the “Measures for the Administration of the Pilot Program of Preferred Shares” and other laws and regulations.

Fujian Provincial Department of Finance, the largest shareholder of the Company plans to subscribe 25,000,000 preferred shares offered this time. Fujian Provincial Department of Finance undertakes that it will not participate in the process of inquiry on the dividend yield ratio of the preferred shares offered this time, and accept the dividend yield ratio determined finally by the Company and the sponsor institution (lead underwriter) in accordance with procedure and requirements that competent authorities including the CSRC.

Apart from Fujian Provincial Department of Finance, the Board of Directors of the Company will determine other offering targets through consultation with the sponsor institution (lead underwriter) in accordance with authorization of the General Shareholders’ Meeting and relevant provisions of CSRC.

All offering targets will subscribe domestic preferred shares offered this time in cash.

VI. Existing period

No maturity is set for the preferred shares in this offering.

VII. Dividends distribution clause

1. Dividend yield ratio and determining principle

For the preferred shares of this offering, each five years starting from the deadline for the payment constitutes an interest period, and the dividend yield ratio for each interest period is the same.

The dividend yield ratio in the first interest period shall be determined in the way of inquiry or other ways recognized by the competent authorities by the Board of Directors of the Company based on the authorization of the General Shareholders’ Meeting, considering factors such as national policies, market situation, specific company situation and requirements of investors. Meanwhile, the ratio shall not be higher than the annual mean rate of return on weighted average net assets received by shareholders of ordinary shares of the Company in the latest two accounting years before the offering.

The dividend yield ratio of the preferred shares of this offering is the sum of benchmark interest rate and basic interest spread:

Dividend yield ratio=benchmark interest rate+basic interest spread

The benchmark interest rate refers to the mean rate of return on treasury bonds with a repayment period of five years in the first 20 trading days prior to the deadline for subscription payment of this offering or the date of adjustment of benchmark interest rate (excluded). The benchmark interest rate will be adjusted once each five years starting from the deadline for subscription payment of this offering of preferred shares.

The basic interest spread is the remaining part of the dividend yield ratio for the first interest period after deducting the benchmark interest rate. The basic interest spread is subject to no adjustment after it is determined upon offering.

2. Conditions for dividend payout

(1) Provided that the capital sufficiency meets the regulatory requirements, the Company may distribute dividends to shareholders of preferred shares on the condition that there are still profits not distributed under the financial statements of the parent company after making up losses and allotting statutory public reserve and ordinary reserve under law. The sequence for distributing dividends to shareholders of preferred shares is ahead of shareholders of ordinary shares. The payment of preferred shares is not linked to the rating of the Company, nor will it be adjusted with change in rating.

(2) Under any and all circumstances, the Company has the right to cancel the distribution of dividends of preferred shares, which will not constitute an instance of breach. The Company may, at its own discretion, use the cancelled yields to pay off other matured debts. Apart from the restriction on distribution of yields on ordinary shares, the cancellation of dividend distribution may not constitute any other restriction to the Company. When exercising the above rights, the Company will take into full consideration the rights and interests of shareholders of preferred shares.

If the Company decides to cancel the payment of dividends of preferred shares, it will send a notice to investors at least 10 workdays prior to the date of dividend payment. If the Company cancels the dividend payout for preferred shares in part or whole for an accounting year, then the company may not pay the dividends of ordinary shares of the accounting year.

3. Method of dividend payment

The Company will pay the dividends of preferred shares in cash.

For the preferred shares of this offering, the dividends will be paid once each accounting year, and the initial date of dividend accrual is the deadline for the payment of this offering of preferred shares by the Company. The payable taxes for the dividend incomes of shareholders of preferred shares shall be borne by themselves in accordance with relevant laws and regulations.

4. Method of dividend accumulation

For the preferred shares of this offering, the payment method of non-accumulated dividends is employed, namely the dividends not distributed to shareholders of preferred shares in full will not be accumulated into the next dividend-accruing year.

5. Distribution of remaining profits

The shareholders of preferred shares offered this time will not participate in the distribution of remaining profits together with shareholders of ordinary shares after distribution based on the agreed face dividend yield ratio.

VIII. Compulsory conversion clause

1. Event triggering compulsory conversion

(1) When the core Tier 1 capital sufficiency of the Company drops below 5.125%, the preferred shares of this offering will be converted into ordinary A-shares of the Company at the price of compulsory conversion completely after being reported to the CBRC for examination and approval in accordance with relevant requirements of the CBRC. After the preferred shares being converted into ordinary A-shares, they cannot be converted into preferred shares again under any conditions.

(2) When the triggering event of Tier 2 capital tool of the Company occurs, the preferred shares of this offering will be converted into ordinary A-shares of the Company at the price of compulsory conversion completely after being reported to the CBRC for examination and approval in accordance with relevant requirements of the CBRC. After the preferred shares being converted into ordinary A-shares, they cannot be converted into preferred shares again under any conditions. Specifically, the triggering event of Tier 2 capital tool refers to either of the following two circumstances, whichever comes first: (1) The CBRC affirms that the Company will not be able to exist without conversion or write-down; (2) relevant authorities affirm that the Company will not be able to exist without capital injection or equivalent support from the public sector.

2. Compulsory conversion price and method of adjustment

The initial compulsory conversion price of preferred shares issued this time is the average ordinary A-share price of the Company in the 20 trading days prior to the date of announcement for the resolution of the Board of Directors of the Company on the offering, namely the initial compulsory conversion price of preferred shares issued this time is RMB 9.86/share.

As from the day the Board of Directors of the Company approves the plan on this offering of preferred shares, when there is any change to the Company’s shares because the Company distributes dividends, increases capitalization, and offers new shares (excluding the capital stock increased for the conversion of financing tools offered by the Company with articles on conversion into ordinary shares) or rationed shares, the adjustment of conversion price will be made according to the following formula:

Bonus shares or capitalization increment: P1=P0/(1+n);

Issue of new shares or rationed shares: P1=P0*(N+Q*(A/M))/(N+Q);

Specifically, P0 stands for the effective compulsory conversion price before adjustment, n the bonus share ratio or capitalization increment ratio, Q the number of new shares issued or rationed shares, N the total capital stock of ordinary shares of the Company prior to the offering of new shares or rationed shares, A the price of new shares issued or rationed shares, M closing price of ordinary A-shares on the trading day prior to the offering of new shares or rationed shares, and P1 the effective compulsory conversion price after adjustment.

When the above changes in shares and rights and interests of shareholders happen to the Company, the preferred shares will be adjusted in the compulsory conversion price, and corresponding information disclosure will be conducted in accordance with relevant provisions.

The compulsory conversion price for the preferred shares offered this time will not be adjusted as a result of the Company’s distribution of cash dividends for ordinary shares.

Where the type and quantity of shares and the rights and interests of shareholders of the Company are changed due to circumstances happening to the Company such as share repo, merger or split-up, and such changes may influence the rights and interests of shareholders of preferred shares offered this time, the Company will, based on specific cases, make adjustment to the compulsory conversion price in the principle of fairness, impartiality and equity and the principle of fully protecting the rights and interests of shareholders of preferred shares offered this time. The specific contents and operating methods for adjustment to compulsory conversion price will be established in accordance with relevant national laws and regulations.

3. Compulsory conversion ratio and determining principle

The Company will, in accordance with relevant requirements of the CBRC, have the Board of Directors (or officials authorized by the board) confirm the total par value of preferred shares requiring compulsory conversion under the authorization of the General Shareholders’ Meeting, and implement compulsory conversion to all issued and existing preferred shares in full. Specifically, the method to calculate the amount of conversion is:

Q=V0/P, take the integral multiple of 1 share by rounding down.

In the equation, V0 means the total par value of all issued and existing preferred shares then, and P the conversion price corresponding to the issued preferred shares.

When a triggering event happens, the issued and existing preferred shares will be converted into corresponding ordinary A-shares in full based on the conversion price and total par value.

Where the conversion of preferred shares into ordinary shares leads to change in the controlling right of the Company, the conversion shall conform to relevant provisions of the CBRC.

4. Time limit for compulsory conversion

The period of compulsory conversion for preferred shares of this offering starts from the first trading date after completion of the preferred shares to the day when the preferred shares are all redeemed or converted.

5. Ownership of relevant dividends in the year of compulsory conversion

Any and all payable dividends which are not paid for the preferred shares of compulsory conversion will not be paid any more. Meanwhile, the ordinary shares of the Company increased due to this compulsory conversion of preferred shares enjoy the rights and interests equal to those of original ordinary shares. All shareholders of ordinary shares (including the shareholders of those ordinary shares coming into existence due to the conversion of preferred shares) registered on the date of registration for distribution of dividends of ordinary shares can participate in the distribution of dividends of ordinary shares in the current period, enjoying equal rights and interests.

6. Authorization of compulsory conversion matters

The General Shareholders’ Meeting authorizes the Board of Directors, which then authorizes Board Chairman and President, in the framework and principle of deliberation and approval of the General Shareholders’ Meeting, to handle all matters related to the compulsory conversion including, without limitation, offering of corresponding ordinary shares, revision of relevant articles of the Articles of Incorporation, go through relevant approval procedures with competent authorities and formalities for changes in industrial and commercial registration, in accordance with the requirements of relevant laws and regulations and market situation, when a triggering event for the compulsory conversion of preferred shares offered this time occurs.

IX. Conditional redeeming clause

1. The main body exercising the redeeming right

The redeeming right to the preferred shares of this offering belongs to the Company, and the Company may exercise the redeeming right conditionally based on the precondition of the approval of the CBRC. Shareholders of preferred shares have no right to require the Company to redeem preferred shares, and should not have the anticipation that the preferred shares will be redeemed.

2. Redeeming conditions and period

After 5 years from the conclusion of this offering of preferred shares, the Company will be entitled to exercise the redeeming right with the approval of the CBRC, and may redeem the preferred shares offered this time in full or part. The redeeming date should be after the distribution date of the dividends of preferred shares for the previous dividend-accruing year relative to the time when the Company announces redeeming. The redeeming period of preferred shares offered this time lasts for 5 years from the conclusion of this offering until the date when all these preferred shares are redeemed or converted.

To exercise the redeeming right, the Company needs to meet the following requirements:

(1) capital tools of equivalent or higher quality are used to replace the preferred shares redeemed and the substitution of capital tools can only be done under the condition that the Company has a sustainable earning power;

(2) The capital level after the redeeming right is exercised is still obviously higher than the regulatory capital requirement given by the CBRC.

In the future, if the preferred shares of this offering do not meet the qualification criteria for other Tier 1 capital tools due to changes in regulatory policies, the Company has the right to redeem the preferred shares offered this time in part or whole with the approval of the CBRC.

3. Redeeming price and pricing principle

The redeeming price for the preferred shares of this offering is the par value of preferred shares plus the accrued dividends in the dividend-accruing year for the announcement date when the Company announces redeeming. The calculation formula for the accrued dividends: IA=B×i×t/365

IA: the accrued dividends in the dividend-accruing year for the announcement date when the Company announces redeeming;

B: the total par value of preferred shares that are held by shareholders of preferred shares offered this time and that will be redeemed;

i: the dividend yield ratio of preferred shares in the current year;

t: the number of accruing days, namely the number of actual calendar days from the first day of the dividend-accruing year for the announcement date when the Company announces redeeming to the redeeming date (including the first day but excluding the last day).

4. Authorization on conditional redeeming matters

X. Clearing and reimbursing sequence and clearing method

The order of compensation priority for shareholders of preferred shares offered this time is behind depositors, general creditor and creditors of subordinated debts (including but not limited to subordinated debt, hybrid capital debt and Tier 2 capital tool) and before shareholders of ordinary shares of the Company. The shareholders of the preferred shares offered this time are all at the same order of compensation priority and will be compensated in the same order as other shareholders of preferred shares offered in the future. The arrangement of orders of compensation priority for shareholders of preferred shares offered this time and holders of other Tier 1 capital tools that may be offered by the Company in the future will be subject to relevant regulatory provisions.

Upon the clearing of the Company, the discharging sequence of the Company’s properties is as follows:

1. to pay the clearing cost;

2. to pay the salaries, social insurance premiums and legal compensation;

3. to pay taxes in arrears; and

4. to pay off debts of the Company.

After the discharge in accordance with the provisions of the above paragraph, the Company will distribute its properties based on the types proportions of shares held by shareholders.

Shareholders of preferred shares of the Company enjoy the priority over shareholders of ordinary shares in distribution of remaining properties. The discharge amount paid covers the dividends not cancelled and distributed in the present year and the total par value of preferred shares held. If the amount is not enough, the properties will be distributed according to the ratios of preferred shares held by shareholders.

XI. Limit of voting right

Apart from the following matters, shareholders of preferred shares will not attend the General Shareholders’ Meeting and no voting right is given to the shares held by them:

1. revision of contents related to preferred shares in the Articles of Incorporation;

2. Decrease in registered capital of the Company for more than 10% once or accumulatively;

3. Merger, split-up, dissolution or change of form of the Company;

4. Offering of preferred shares; and

5. Other circumstances given in relevant laws, administrative regulations, department rules and Articles of Incorporation.

If the General Shareholder’s Meeting held by the Company involves deliberation on the above matters, it shall, in conformity with the procedure for notification to shareholders of general shareholders given in the provisions of the Company Law of the People’s Republic of China and the Articles of Incorporation, notify the shareholders of preferred shares, who have the right to attend the General Shareholder’s Meeting to participate in classified voting on the above matters together with the shareholders of ordinary shares. Each preferred share held by a shareholder has a voting right, but those preferred shares held by the Company have no voting rights.

For any of the above matters, besides the approval by more than 2/3 of the voting rights held by the shareholders of ordinary shares of the Company attending the meeting (including shareholders of preferred shares with restored voting rights), it also requires the approval by more than 2/3 of the voting rights held by shareholders of preferred shares attending the meeting (excluding shareholders of preferred shares with restored voting rights).

XII. Restoration of voting right

1. Clauses on restoration of voting right

After the Company offers the preferred shares, if the dividends for preferred shares are not paid as agreed for three accounting years or two consecutive years in the existing period of preferred shares, shareholders of preferred shares have the right to attend the General Shareholders’ Meeting and to vote jointly with shareholders of ordinary shares as from the next day after the General Shareholders’ Meeting approves the plan of no distribution of profits as agreed in the present year. Each preferred share enjoys the voting right given in the Articles of Incorporation. The computation formula for the voting rights of ordinary shares enjoyed by each preferred share is as follows:

N=V/Pn,

wherein, V stands for the total par value of preferred shares held by shareholders of preferred shares, and the simulated conversion price Pn is the valid simulated conversion price after the ex-right adjustment to the average trading price for ordinary A-shares of the Company in the 20 trading days prior to the date of announcement for the resolution of the Board of Directors of the Company on this offering. The restored voting rights will take integral multiple of 1 share by rounding down.

2. Method to adjust the simulated conversion price upon the restoration of voting right

As from the day the Board of Directors of the Company approves the plan on this offering of preferred shares, when there is any change to the Company’s shares because the Company distributes dividends, increases capitalization, and offers new shares (excluding the capital stock increased for the conversion of financing tools offered by the Company with articles on conversion into ordinary shares) or rationed shares, the adjustment of simulated conversion price upon the restoration of voting right will be made according to the following formula:

Bonus shares or capitalization increment: Pn=P0/(1+n);

Issue of new shares or rationed shares: Pn=P0*(N+Q*(A/M))/(N+Q);

Specifically, P0 stands for the effective simulated conversion price before adjustment, n the bonus share ratio or capitalization increment ratio, Q the number of new shares issued or rationed shares, N the total capital stock of ordinary shares of the Company prior to the offering of new shares or rationed shares, A the price of new shares issued or rationed shares, M closing price of ordinary A-shares on the trading day prior to the offering of new shares or rationed shares, and Pn the effective simulated conversion price after adjustment.

When the above changes in shares and rights and interests of shareholders happen to the Company, the preferred shares will be adjusted in the simulated conversion price upon the restoration of voting right, and corresponding information disclosure will be conducted in accordance with relevant provisions.

The simulated conversion price upon the restoration of voting rights for the preferred shares offered this time will not be adjusted as a result of the Company’s distribution of cash dividends for ordinary shares.

Where the type and quantity of shares and the rights and interests of shareholders of the Company are changed due to circumstances happening to the Company such as share repo, merger or split-up, and such changes may influence the rights and interests of shareholders of preferred shares offered this time, the Company will, based on specific cases, make adjustment to the simulated conversion price upon the restoration of voting rights in the principle of fairness, impartiality and equity and the principle of fully protecting the rights and interests of shareholders of preferred shares offered this time. The specific contents and operating methods for adjustment to simulated conversion price upon the restoration of voting rights will be established in accordance with relevant national laws and regulations.

3. Rescission of restoration clauses

After the restoration of voting right, where the Company pays the dividends for the preferred shares of the present year in full, the voting rights of shareholders of preferred shares received according to the clauses on restoration of voting rights shall be terminated from the date of full payment of dividends, unless otherwise provided by law. If the clauses on restoration of voting rights are triggered again afterward, the voting rights of shareholders of preferred shares can be restored again.

XIII. Rating arrangement

The specific rating arrangement for the preferred shares of this offering will be determined according to relevant laws and regulations and the situation of offering market.

XIV. Guarantees

No guarantee is arranged for the preferred shares in this offering.

XV. Transfer arrangement

No restricted stock trade period is set for the preferred shares in this offering.

After this offering, the preferred shares can be transferred on the trading platform designated by Shanghai Stock Exchange in accordance with relevant provisions.

XVI. Purpose of raised funds

With the approval of the competent authorities, the funds raised with the preferred shares of this offering are all planned to supplement Tier 1 capital of the Company after deduction of offering cost.

XVII. Validity of this offering resolution

The validity of this offering resolution lasts for 24 months as from the day when the General Shareholders’ Meeting deliberates and approves this offering.

XVIII. Matters regarding the authorization for this offering of preferred shares

In order to ensure the smooth progress of this offering of preferred shares in all regards, the General Shareholders’ Meeting authorizes the Board of Directors, which then authorizes Board Chairman Mr. Gao Jianping and Director and President Mr. Li Renjie, and Director and Board Secretary Mr. Tang Bin to handle relevant matters on this offering of preferred shares within the scope of authorization. The authorization is specified as follows:

1. To the extent permitted by relevant laws, regulations, rules of the CSRC and the Articles of Incorporation, specify the offering clauses and plan, formulate and implement the final plan for this offering, including but not limited to all matters related to the offering plan such as determining the offering scale, method and targets, concrete clauses for distribution of dividends, rating arrangement, and special account for funds raising, and decide the time for this offering, in accordance with the requirements of the competent authorities and in combination with the actual situation of the Company;

2. If the state has any new regulations on preferred shares or relevant competent authorities have any new policies on preferred shares, or there are any changes in the market situation, make adjustment to the offering plan for the preferred shares offered this time accordingly, except for those matters that must be voted anew at the General Shareholders’ Meeting as provided in relevant laws, regulations and the Articles of Incorporation;

3. Prepare, revise and report the plan and application material for this offering, and go through relevant formalities and other procedures in accordance with requirements of relevant competent authorities, and handle information disclosure matters related to this offering in accordance with regulatory requirements;

4. Execute, amend, deliver, and implement all agreements, contracts and documents related to this offering (including but not limited to sponsorship and underwriting agreements, agreements and regulations on funds raising, subscription agreement signed with investors, announcement, and other disclosure documents);

5. Engage intermediary organizations like sponsor institution (underwriter), and handle other matters related to this regard;

6. After completing this offering, make appropriate and necessary revisions to clauses on offering of preferred shares in the Articles of Incorporation based on the opinions of competent authorities and the results of this offering, report such revisions to relevant governmental departments and regulatory departments for examination and approval or recording, and go through the procedures for changes in industrial and commercial registration with the administrative department for industry and commerce, the registration, listing and custody of newly-increased preferred shares, and other relevant matters with other related governmental departments;

7. To the extent permitted by laws and regulations, make appropriate revision, adjustment and supplementation to clauses on this offering of preferred shares in accordance with relevant opinions of competent authorities and in combination with the actual situation of the Company, and make corresponding adjustment to relevant clauses of the Articles of Incorporation;

8. In accordance with relevant laws, regulations and requirements of competent authorities, implement the makeup measures for dilution of instant returns related to this offering of preferred shares;

9. Handle other matters related to this offering.

The above authorizations are valid for 24 months as from the day upon the deliberation and approval of the General Shareholders’ Meeting.

This offering plan may be implemented only with the approval of the CSRC. Moreover, the plan is subject to the final approval of the CSRC.