A-share Code: 601166 A-share Name: Industrial Bank No.: T 2015-15
Preferred Share Code: 360005 Preferred Share Name: IBPS1
Industrial Bank Co., Ltd.
Announcement on the Resolution of 2014 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.
Important content notes:
l Proposals rejected at this meeting: None
I. Meeting Convening and Attendance
Time of the general shareholders’ meeting: May 18, 2015
i. Place of the general shareholders' meeting: Conference Room, 3/F Industrial Bank Head Office, Block A, Zhongshan Tower, No. 154 Hudong Road, Fuzhou
ii. Shareholders of ordinary shares and shareholders of preferred shares with restored voting rights attending this meeting and shares held by them:
| 1. Number of shareholders and representatives attending the meeting | 561 |
| 2. Total number of voting shares held by shareholders attending this meeting | 6,751,146,581 |
| 3. The proportion of the total number of voting shares held by shareholders attending this meeting in the total number of voting shares of the Company (%) | 35.43 |
iii. Compliance of the voting method with the provisions of the Company Law and the Articles of Incorporation, and meeting presider and other information.
This meeting combines both on-site voting and internet voting to cast votes on all proposals one by one. The voting method complies with the provisions of the Company Law, the Articles of Incorporation, and relevant national laws and regulations. This meeting is presided over by Board Chairman Gao Jianping.
iv. Attendance of directors, supervisors and board secretary of the Company
1、 Of the 13 incumbent directors of the Company, 6 attended this meeting personally, including Gao Jianping, Zhang Yuxia, Li Renjie, Jiang Yunming, Lin Zhangyi and Tang Bin, whereas the remaining directors could not be present personally for business or other arrangement.
2、 Of the 8 incumbent supervisors, 6 attended this meeting personally, including Xu Chiyun, Li Li, Li Jian, Lai Furong, Wang Shuguang and Zhang Xin, whereas the remaining supervisors could not be present personally for business or other arrangement.
3、 Senior executives of the Company, including President Li Renjie, Vice President Jiang Yunming, Vice President Lin Zhangyi, Vice President Li Weimin, and Board Secretary Tang Bin, attended the meeting.
II. Deliberation of Proposals
i. Proposals of non-accumulative votes
1. Name of proposal: Work Report of the Board of Directors 2014
Result of Deliberation: Approved
Voting result
| Type of shareholder | Consent | Opposition | Waiver | |||
| Number of votes | Proportion (%) | Number of votes | Proportion (%) | Number of votes | Proportion (%) | |
| Ordinary A-share | 6,741,899,010 | 99.863022 | 180,240 | 0.002670 | 9,067,331 | 0.134308 |
2. Name of proposal: Work Report of the Board of Supervisors 2014
Result of Deliberation: Approved
Voting result
| Type of shareholder | Consent | Opposition | Waiver | |||
| Number of votes | Proportion (%) | Number of votes | Proportion (%) | Number of votes | Proportion (%) | |
| Ordinary A-share | 6,740,944,234 | 99.848880 | 1,135,016 | 0.016812 | 9,067,331 | 0.134308 |
3. Name of proposal: Assessment Report on the Responsibility Performance of Directors 2014
Result of Deliberation: Approved
Voting result
| Type of shareholder | Consent | Opposition | Waiver | |||
| Number of votes | Proportion (%) | Number of votes | Proportion (%) | Number of votes | Proportion (%) | |
| Ordinary A-share | 6,654,610,477 | 98.570078 | 87,465,977 | 1.295573 | 9,070,127 | 0.134349 |
4. Name of proposal: Assessment Report on the Responsibility Performance of Supervisors 2014
Result of Deliberation: Approved
Voting result
| Type of shareholder | Consent | Opposition | Waiver | |||
| Number of votes | Proportion (%) | Number of votes | Proportion (%) | Number of votes | Proportion (%) | |
| Ordinary A-share | 6,654,620,677 | 98.570229 | 87,465,777 | 1.295570 | 9,060,127 | 0.134201 |
5. Name of proposal: Assessment Report of the Board of Supervisors on the Responsibility Performance of Directors and Senior Executives 2014
Result of Deliberation: Approved
Voting result
| Type of shareholder | Consent | Opposition | Waiver | |||
| Number of votes | Proportion (%) | Number of votes | Proportion (%) | Number of votes | Proportion (%) | |
| Ordinary A-share | 6,654,614,777 | 98.570142 | 87,468,677 | 1.295612 | 9,063,127 | 0.134246 |
6. Name of proposal: 2014 Annual Report and Abstract
Result of Deliberation: Approved
Voting result
| Type of shareholder | Consent | Opposition | Waiver | |||
| Number of votes | Proportion (%) | Number of votes | Proportion (%) | Number of votes | Proportion (%) | |
| Ordinary A-share | 6,741,854,814 | 99.862368 | 234,640 | 0.003475 | 9,057,127 | 0.134157 |
7. Name of proposal: Report on Financial Accounts 2014 and Financial Budget Plan 2015
Result of Deliberation: Approved
Voting result
| Type of shareholder | Consent | Opposition | Waiver | |||
| Number of votes | Proportion (%) | Number of votes | Proportion (%) | Number of votes | Proportion (%) | |
| Ordinary A-share | 6,741,909,810 | 99.863182 | 181,440 | 0.002688 | 9,055,331 | 0.134130 |
8. Name of proposal: 2014 Profit Distribution Plan
Result of Deliberation: Approved
Voting result
| Type of shareholder | Consent | Opposition | Waiver | |||
| Number of votes | Proportion (%) | Number of votes | Proportion (%) | Number of votes | Proportion (%) | |
| Ordinary A-share | 6,741,439,660 | 99.856218 | 759,890 | 0.011256 | 8,947,031 | 0.132526 |
9. Name of proposal: Proposal on the Engagement of Accountant Firm in 2015
Result of Deliberation: Approved
Voting result
| Type of shareholder | Consent | Opposition | Waiver | |||
| Number of votes | Proportion (%) | Number of votes | Proportion (%) | Number of votes | Proportion (%) | |
| Ordinary A-share | 6,734,284,134 | 99.750228 | 228,340 | 0.003383 | 16,634,107 | 0.246389 |
10. Name of proposal: Proposal on the Issue of Financial Bonds
Result of Deliberation: Approved
Voting result
| Type of shareholder | Consent | Opposition | Waiver | |||
| Number of votes | Proportion (%) | Number of votes | Proportion (%) | Number of votes | Proportion (%) | |
| Ordinary A-share | 6,741,394,662 | 99.855552 | 634,892 | 0.009404 | 9,117,027 | 0.135044 |
11. Name of proposal: Proposal on Election of Some Directors
Result of Deliberation: Approved
Voting result
| Consent | Opposition | Waiver | ||||
| Number of votes | Proportion (%) | Number of votes | Proportion (%) | Number of votes | Proportion (%) | |
| Electing Mr. Chen Yichao as a Director of the 8th Board of Directors | 6,725,484,850 | 99.619891 | 16,608,700 | 0.246013 | 9,053,031 | 0.134096 |
| Electing Mr. Lin Hua as an Independent Director of the 8th Board of Directors | 6,741,956,714 | 99.863877 | 134,836 | 0.001997 | 9,055,031 | 0.134126 |
ii. Staged voting result on cash dividends
| Consent | Opposition | Waiver | ||||
| Number of votes | Proportion (%) | Number of votes | Proportion (%) | Number of votes | Proportion (%) | |
| Shareholders of ordinary shares holding more than 5% of shares | 4,520,208,531 | 100.00 | 0 | 0.00 | 0 | 0.00 |
| Shareholders of ordinary shares holding 1%-5% of shares | 1,500,477,850 | 100.00 | 0 | 0.00 | 0 | 0.00 |
| Shareholders of ordinary shares holding less than 1% of shares | 720,753,279 | 98.67 | 759,890 | 0.10 | 8,947,031 | 1.22 |
| Specifically, shareholders of ordinary shares holding shares worth less than RMB 500,000 | 27,316,932 | 98.80 | 300,240 | 1.08 | 31,003 | 0.11 |
| Specifically, shareholders of ordinary shares holding shares worth more than RMB 500,000 | 693,436,347 | 98.66 | 459,650 | 0.06 | 8,916,028 | 1.26 |
iii. Voting results of shareholders holding less than 5% of shares with regard to proposals involving major event
| Proposal No. | Name of proposal | Consent | Opposition | Waiver | |||
| Number of votes | Proportion (%) | Number of votes | Proportion (%) | Number of votes | Proportion (%) | ||
| 8 | 2014 Profit Distribution Plan | 2,221,231,129 | 99.56 | 759,890 | 0.03 | 8,947,031 | 0.40 |
| 9 | Proposal on the Engagement of Accountant Firm in 2015 | 2,214,075,603 | 99.24 | 228,340 | 0.01 | 16,634,107 | 0.74 |
| 10 | Proposal on the Issue of Financial Bonds | 2,221,186,131 | 99.56 | 634,892 | 0.02 | 9,117,027 | 0.40 |
iv. Description of relevant information on voting on proposals
Proposal 10 "Proposal on the Issue of Financial Bonds" is one of special resolution, which was approved by shareholders and shareholder representatives attending this meeting who hold more than 2/3 of the total valid voting shares.
III. Opinions of Lawyers in Witness
1、 The law firm in witness of this general shareholders' meeting: Grandall Law Firm (Shanghai)
Lawyers: Sun Li and Huang Huan
2、 Conclusive opinions of the lawyers in witness:
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.
IV. Catalog of Documents for Reference
1. The resolution of the general shareholders' meeting signed for confirmation by the directors attending the meeting and recorder and affixed with the seal of the Board of Directors;
2. The Letter of Legal Opinions signed by the director of the law firm in witness and affixed with its official seal;
3. Other documents required by the law firm.
Industrial Bank Co., Ltd
May 18, 2015