A share Code: 601166 A-share Name: Industrial Bank No.: T 2015-30
Preferred Share Code: 360005, 360012 Preferred Share Name: IBPS1, IBPS2
Industrial Bank Co., Ltd.
Announcement on Resolutions of the 14th 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 liability for any false record, misleading statement or major omission in the announcement.
The 14th session of the 8th board of directors of Industrial Bank Co., Ltd. sent the notice on September 8, 2015, and was held in Hangzhou on September 23. All the 12 directors who should be present attended the session (Directors Chen Yichao and Feng Xiaozhong entrusted Chairman Gao Jianping, Director Jiang Yunming entrusted Director Li Renjie, and Independent Director Li Ruoshan and Paul M. Theil entrusted Independent Director Zhu Qing 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 5 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:
1. Proposal on engagement of Mr. Chen Xinjian as Board Secretary of 8th board of directors; consent to engage Mr. Chen Xinjian as Board Secretary of 8th board of directors. According to the regulatory requirements of CBRC and Shanghai Stock Exchange (SSE), Mr. Chen Xinjian will be formally inducted into office after obtaining qualification approval from CBRC and training certificate of board secretary from SSE; before that, Vice President Chen Xinjiang will be acting board secretary. The resume of Mr. Chen Xinjian is as follows:
Mr. Chen Xinjian, a holder of bachelor diploma and master degree. He served as Director of Finance Division and Foreign Debt Division at Fujian Finance Department, Vice President of CIB Shanghai Branch, Vice President (in charge of operation) and President of CIB Xiamen Branch, President of IB Nanjing Branch, President of CIB Beijing Branch; currently a member of CPC committee and vice president of CIB.
Voting result: 12 votes of consent, 0 vote of opposition, and 0 vote of waiver.
2. Proposal on issue of RMB 30 billion secondary capital bonds: The session agreed that the Company could issue write-down qualified secondary capital bonds with a term of not less than 5 years and a value not more than RMB 30 billion, at the markets both at home and abroad once or in several times to raise funds for reinforcing Tier 2 capital of the Company. It is submitted to general shareholders' meeting for approval that the Board of Directors authorize the management team to organize the implementation, and the validity of authorization extends to December 31, 2016.
Voting result: 12 votes of consent, 0 vote of opposition, and 0 vote of waiver.
3. Proposal on revision of Medium-term Capital Planning (2014-2016); Please see materials of general shareholders' meeting for details.
Voting result: 12 votes of consent, 0 vote of opposition, and 0 vote of waiver.
4. Proposal on establishment of CIB Digital Finance Information Service LLC: The session agreed that the Company could establish CIB Digital Finance Information Service LLC (tentative title), and plans to have China Industrial Wealth Management Limited, a wholly-owned subsidiary of Industrial Fund Management Co., Ltd(one of our Company's holding subsidiaries), hold 51% of shares, employee share platform of CIB Digital Finance Information Service LLC (partnership business), hold 19% of shares, and Global InfoTech Limited Company, Shenzhen Kingdom Technology Co., Ltd. and Fujian New Continent Cloud Equity Investment Company (Limited Partnership) hold 10% respectively. The registered capital of CIB Digital Finance Information Service LLC will be RMB 500 million and registered at Lujiazui Financial District, Shanghai Free Trade Zone. The business scope mainly includes transaction services of internet-based financial assets, R&D of financial products, design of portfolios, consulting service, financial information service, consulting service on investment and financing, consulting service on economic information, outsourcing of financial IT service, financial business process and financial knowledge process commissioned by financial institutes, development and operation of applications, system integration service, equity investment fund, management of equity investment fund, venture capital, assets management, investment management, investment consulting and e-commerce (subject to final industrial and commercial registration). The Board of Directors authorizes the management team to organize the implementation by taking account of regulatory requirements, business development, financing abilities and horizontal competitions.
Voting result: 12 votes of consent, 0 vote of opposition, and 0 vote of waiver.
5. Proposal on write-off of large amount non-performing debts of losing more than RMB 100 million; The session agreed that the Company could write off non-performing debts of RMB 3.087 billion within the budget of write-off granted by the Board in the year.
Voting result: 12 votes of consent, 0 vote of opposition, and 0 vote of waiver.
6. Proposal on revision of Verification Management Approach of Advanced Method on Measuring Credit Risk Capital;
Voting result: 12 votes of consent, 0 vote of opposition, and 0 vote of waiver.
7. Proposal on revision of Classification Management Method of Risk Exposure in Banking Account;
Voting result: 12 votes of consent, 0 vote of opposition, and 0 vote of waiver.
8. Proposal on revision of Pool Management Method of Risk Exposure in Retail Risk;
Voting result: 12 votes of consent, 0 vote of opposition, and 0 vote of waiver.
9. Proposal on development of Management Method of Long-term Center Default Trend (CT) and Main Scale;
Voting result: 12 votes of consent, 0 vote of opposition, and 0 vote of waiver.
10. Proposal on development of Model Management Method of Internal Rating System on Credit Risks;
Voting result: 12 votes of consent, 0 vote of opposition, and 0 vote of waiver.
11. Proposal on development of Management Method of Information Disclosure on Capital Sufficiency;
Voting result: 12 votes of consent, 0 vote of opposition, and 0 vote of waiver.
12. Proposal on holding the first interim general shareholders' meeting 2015;
Voting result: 12 votes of consent, 0 vote of opposition, and 0 vote of waiver.
The second and third proposals above should be submitted to the general shareholders’ meeting for deliberation.
The session also listened to some reports including Rectification Report on CBRC Regulatory Notice of Our Bank 2014, Business Development Report on Corporate Finance + Internet, Business Development Report on Environment Finance and recent operation reports.
It is hereby to announce as foregoing.
Board of Directors of Industrial Bank Co., Ltd.
September 24, 2015