A-share Code: 601166 A-share Name: Industrial Bank No.: T 2015-07
Preferred Share Code: 360005 Preferred Share Name: IBPS1
Industrial Bank Co., Ltd.
Announcement on Resolutions of the 11th 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 11th session of the 8th Board of Directors of Industrial Bank Co., Ltd. sent the notice on April 14, 2015, and was held in Shanghai on the morning of April 27. All the 15 directors who should be present attended 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. Work Report of the Board of Directors 2014;
Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.
II. Word Report of the President 2014;
Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.
III. Assessment Report on the Responsibility Performance of Directors 2014;
Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.
IV. Work Report of the Strategy Committee of the Board of Directors 2014;
Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.
V. Work Report of the Risk Management Committee of the Board of Directors 2014;
Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.
VI. Work Report of the Audit and Associated Transactions Control Committee of the Board of Directors 2014;
Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.
VII. Work Report of the Remuneration and Appraisal Committee of the Board of Directors 2014;
Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.
VIII. Work Report of the Nomination Committee of the Board of Directors 2014;
Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.
IX. The 2014 Annual Report and abstract. Please visit the website of Shanghai Stock Exchange for the whole report and abstract;
Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.
X. Proposal on the Engagement of Accounting Firm in 2015. The Board of Directors agreed to engage Deloitte Touche Tohmatsu Certified Public Accountants LLP to provide the services of annual report audit, half-year report review and internal control audit in 2015, with the audit fees (including travel costs, accommodation expenses, stationery costs, communication fees, printing costs, and relevant taxes) totaling RMB 8.98 million.
Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.
XI. Special Report on Depositing and Use of Funds Raised in 2014. 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.
XII. Report on Financial Accounts 2014 and Financial Budget Plan 2015;
Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.
XIII. Profit Distribution Plan 2014: In accordance with relevant provisions of the Company Law of the People’s Republic of China, the articles of incorporation and the “Medium-term Planning of Returns to Shareholders (2014-2016)”, and in overall consideration of factors including the requirements of the regulatory department for capital sufficiency and business sustainability of the Company, the year-end statutory surplus public reserve will not be withdrawn as it has reached 50% of the Company’s registered capital; RMB 10,718,621,600.97 will be allotted as ordinary reserve; the dividend-accruing period for preferred shares issued in 2014 extends from December 8 to 31,and the payable dividends for preferred shares reach RMB 51,287,671.23 (the annual dividend yield of preferred shares is 6%); a cash dividend of RMB 5.7 (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 10,859,831,948, with the remained undistributed profits being carried down to the next year.
Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.
XIV. Capital Management in 2014 and Capital Management Plan in 2015;
Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.
XV. Proposal on the Issue of Financial Bonds. The session agreed that the Company could issue financial bonds publicly or have the underwriting group, which is established by the lead underwriter, issue by way of book-building to the domestic inter-bank bond market, or the Company (including overseas branch offices of the Company) could issue financial bonds to the overseas markets, with the total value not exceeding equivalent of RMB 100 billion. 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, 2017.
Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.
XVI. The First Quarter Report of 2015. 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.
XVII. Proposal on Formulation of the “Risk Tolerance Index Plan 2015”;
Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.
XVIII. Plan of Budget for Write-off of Non-performing Debts in 2015. The session agreed that the Company could arrange the total budget for write-off of non-performing debts amounting to RMB 15 billion in 2015, and specific items within the budget should be written off by following the approval procedure in accordance with the examination and approval powers specified in the Articles of Incorporation.
Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.
XIX. Proposal on Revising the “Administrative Measures for Internal Rating of Non-retail Banking Customers;
Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.
XX. Internal Control Assessment Report 2014. 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.
XXI. Sustainable Development Report 2014. 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.
XXII. Proposal on the Budget for Purchase of Housing in 2015. 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 in 2015, with the budget totaling RMB 3.15 billion. Within the coverage of the total budget, the examination and approval of a single project will be handled following the procedures specified in relevant articles.
Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.
XXIII. Proposal on Tianjin Branch’s Purchase of Business Offices. The session approved Tianjin Branch to purchase business offices for the branch’s base at the total price of RMB 699 million (excluding tax and fee), authorized the Company’s management team to examine and approve the investment budget within the acceptable deviation range (10%) based on the market change.
Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.
XXIV. Proposal on Nomination of Some Director Candidates. The Board of Directors agreed to nominate Mr. Chen Yichao as a candidate of non-executive director of the Company and Mr. Lin Hua as a candidate of independent director. The resumes of director candidates are as follows:
Chen Yichao, male, born in November 1950, a holder of on-job postgraduate diploma, retired. He successively served as an officer and deputy director of the Research Institute for Fiscal Science in Fujian Provincial Department of Finance, deputy magistrate of Changting County (temporary position), director of the Information Center, chief of the Section of General Affairs, and executive deputy director (leading role of division or equivalent) of the General Administration Office of Fujian Provincial Department of Finance.
Lin Hua, male, born in September 1975, a holder of MBA of Irvine Business School, University of California (majoring in accounting and finance), and the qualifications of financial risk manager (FRM) and chartered financial analyst (CFA) of the US CFA Institute, with rich experience in assets securitization. Now, he serves as a professor by courtesy in the Xiamen National Accounting Institute, the chief researcher of fixed income in the China Wealth Management 50 Forum, and a member of China Micro-finance 50 Forum. He served as the general manager of Jinyuan Capital Management (Xiamen) Co., Ltd., the general manager of Xiamen Start-up Investment Company (Xiamen Municipal Government Fund of Funds), the investment director of the Capital Operation Department of China Guangdong Nuclear Power Group, and a senior model engineer of the Structure Department of KPMG (US).
Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.
XXV. Proposal on Holding the 2014 General Shareholders’ Meeting. Please see the notice of the company shareholders’ meeting.
Voting result: 15 votes of consent, 0 vote of opposition, and 0 vote of waiver.
XXVI. Performance-based Remuneration Distribution Plan for Executives 2014. 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.
XXVII. Risk Fund Assessment and Granting Plan for Executives 2011. It is decided to grant the risk fund of 2011 for executives in full. 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.
Of the above proposals, No. I, III, IX, X, XII, XIII, XV and XXIV should be submitted to the general shareholders’ meeting 2014 for deliberation and approval.
It is hereby to announce as foregoing.
Board of Directors of Industrial Bank Co., Ltd.
April 28, 2015