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(Stock Code: 1398)
DOCUMENTS OF THE SECOND EXTRAORDINARY
GENERAL MEETING OF 2013
Industrial and Commercial Bank of China Limited hereby set out the Documents for the Second
Extraordinary General Meeting of 2013 of Industrial and Commercial Bank of China Limited, the
Chinese version of which has been published on the Shanghai Stock Exchange simultaneously, for
reference only.
The Board of Directors of
Industrial and Commercial Bank of China Limited
Beijing, PRC
26 July 2013
As at the date of this announcement, the board of directors comprises Mr. JIANG Jianqing, Mr. YI Huiman, Mr. LUO Xi and Mr.
LIU Lixian as executive directors, Mr. HUAN Huiwu, Ms. WANG Xiaoya, Ms. GE Rongrong, Mr. LI Jun, Mr. WANG Xiaolan
and Mr. YAO Zhongli as non-executive directors, Mr. XU Shanda, Mr. WONG Kwong Shing, Frank, Sir Malcolm Christopher
McCARTHY, Mr. Kenneth Patrick CHUNG, Mr. OR Ching Fai and Mr. HONG Yongmiao as independent non-executive directors.
Documents of the Second EGM of 2013
Documents of the Second Extraordinary
General Meeting of 2013
Industrial and Commercial Bank of China Limited
10 September 2013
1
Documents of the Second EGM of 2013
AGENDA
Time:
9:30 a.m., 10 September 2013
Venue:
Head Office of Industrial and Commercial Bank of China Limited, No. 55
Fuxingmennei Avenue, Xicheng District, Beijing, PRC
Convener: Board of directors of Industrial and Commercial Bank of China Limited
Agenda of EGM:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
Announcement of the opening of the meeting
Announcement of the meeting notice
Election of the vote counters and scrutineers
Announcement of the matters to be considered
Q&A session
Announcement of the number of shareholders present and the number of the shares they hold;
Filling of the votes
Adjournment and calculation of the votes
Announcement of the votes
Announcement of the meeting resolution
Legal opinion delivered by the lawyer
Announcement of the close of the meeting
2
Documents of the Second EGM of 2013
CATALOGUE
PROPOSAL ON THE PAYMENT OF REMUNERATION TO DIRECTORS
AND SUPERVISORS FOR 2012. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
PROPOSAL ON ELECTING MR. YI XIQUN AS AN INDEPENDENT
DIRECTOR OF THE BOARD OF DIRECTORS OF INDUSTRIAL AND
COMMERCIAL BANK OF CHINA LIMITED . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
PROPOSAL ON ELECTING MR. FU ZHONGJUN AS A NON-EXECUTIVE
DIRECTOR OF THE BOARD OF DIRECTORS OF INDUSTRIAL AND
COMMERCIAL BANK OF CHINA LIMITED . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
3
Documents of the Second EGM of 2013
Industrial and Commercial Bank of China Limited
Second Extraordinary General Meeting of 2013
Document I
Proposal on the Payment of Remuneration to Directors and
Supervisors for 2012
Dear Shareholders,
Pursuant to relevant government policies and the assessment results of the directors and supervisors
by Industrial and Commercial Bank of China Limited, the payment of remuneration to the
aforementioned personnel for 2012 is now proposed (please refer to the Appendix).
Please consider the proposal above.
Appendix: Payment of Remuneration to Directors and Supervisors for 2012
Proposed by: The Board of Directors of
Industrial and Commercial Bank of China Limited
10 September 2013
4
Documents of the Second EGM of 2013
Appendix:
Payment of Remuneration to Directors and Supervisors for 2012
Unit: RMB10,000
Name
Position
Fees
Contribution
by the
employer
Actual
Amount of
to social
Total
Of which: amount of
Performance- insurance and remuneration
remuneration
Basic Salary
Deferred remuneration
based salary
received from
welfare
before tax
Note 2
paid (pre-tax)
Note 1 payment
shareholder
plans,
for 2012
for 2012
housing
allowance,
etc.
1
2
3
4
5=1+2+3+4
6
7=5-6
8
Chairman of
Jiang Jianqing the Board of
Directors
—
49.50
116.66
33.40
199.56
58.45
141.11
—
Yang
Kaisheng
Vice
Chairman of
the Board of
Directors,
Executive
Director
—
44.55
114.17
39.15
197.87
57.20
140.67
—
Zhao Lin
Chairman of
the Board of
Supervisors
—
43.56
111.62
33.48
188.66
55.92
132.74
—
Wang Lili
Executive
Director
—
42.08
107.43
30.11
179.62
53.82
125.80
—
Li Xiaopeng
Executive
Director
—
42.08
107.43
30.11
179.62
53.82
125.80
—
—
—
—
—
—
—
—
78.0
—
—
—
—
—
—
—
73.8
Huan Huiwu Non-executive
Wang Xiaoya Director
5
Documents of the Second EGM of 2013
Ge Rongrong
—
—
—
—
—
—
—
73.8
Li Jun
—
—
—
—
—
—
—
78.0
Wang Xiaolan
—
—
—
—
—
—
—
73.8
Yao Zhongli
—
—
—
—
—
—
—
73.8
Note 4
—
—
—
—
—
—
—
—
Wong Kwong
Shing, Frank
49.0
—
—
—
49.0
—
49.0
—
41.0
—
—
—
41.0
—
41.0
—
41.2
—
—
—
41.2
—
41.2
—
Or Ching Fai
24.2
—
—
—
24.2
—
24.2
—
Hong
Yongmiao
14.0
—
—
—
14.0
—
14.0
—
—
34.65
92.86
27.88
155.39
37.24
118.15
—
30.0
—
—
—
30.0
—
30.0
—
28.0
—
—
—
28.0
—
28.0
—
5.0
—
—
—
5.0
—
5.0
—
5.0
—
—
—
5.0
—
5.0
—
2.1
—
—
—
2.1
—
2.1
—
Xu Shanda
Malcolm
Christopher Independent
McCarthy Non-executive
Director Note 3
Kenneth
PatrickChung
Wang Chixi
Shareholder
Supervisor
Note 5
Dong Juan
Meng Yan
Zhang Wei
Zhu Lifei
External
Supervisor
Note 6
Employee
Supervisor
Note 7
Li Mingtian
6
Documents of the Second EGM of 2013
Notes:
1.
The remuneration before tax payable to the Chairman of the Board of Directors, the President, the Chairman of the Board of
Supervisors, directors and supervisors of the Bank set out in the table above represents the total amount of remuneration for
each of these individuals for 2012.
2.
Pursuant to relevant government regulations, as part of the total remuneration before tax payable to the Chairman of
the Board of Directors, the President, the Chairman of the Board of Supervisors, and other executive directors for 2012,
payment of 50% or more of the performance-based salary will be deferred. The deferred amount will be accrued in the
Bank’s accounts and withheld from the payment of remuneration to the said individuals for 2012. The deferred payment will
be made having regard to the operating performance and status for the years 2013 to 2015, and the proportion payable each
year will be one-third of the amount.
3.
The basis for determining the amount of allowance to be paid to the independent non-executive directors of 2012 is that each
independent non-executive director is entitled to a basic allowance of RMB300,000 per person per annum. Each independent
non-executive director will also be entitled to an additional allowance of RMB50,000 per annum for being a chairman of
each of the special board committees, an additional allowance of RMB40,000 per annum for being a vice chairman of each
of the special board committees and an additional RMB30,000 per annum for being a member of each of the special board
committees.
4.
Pursuant to relevant regulations, Mr. Xu Shanda, an independent non-executive director, did not receive any fees from the
Bank since 1 July 2008.
5.
Total remuneration before tax of shareholder supervisor for 2012 was determined pursuant to his/her actual term of office.
Pursuant to regulations of the China Banking Regulatory Commission (the “CBRC”), as part of the total remuneration
before tax payable to the shareholder supervisor for 2012, payment of 40% or more of the performance-based salary will be
deferred. The deferred amount will be accrued in the Bank’s accounts and withheld from the payment of remuneration to the
said individuals for 2012. The deferred payment will be made having regard to the operating performance and status for the
years 2013 to 2015, and the proportion payable each year will be one-third of the amount.
6.
The allowance (pre-tax) for the external supervisors for 2012 is determined based on the allowance policy adopted at the
first extraordinary general meeting of 2007 and with reference to the actual duties and responsibilities of such individuals.
7.
The allowance (pre-tax) for the employee supervisors for 2012 is calculated as 20% of the basic allowance of the external
supervisor and determined based on actual duties and responsibilities of such individuals, and excludes remuneration
received by these supervisors for other roles assumed in the Bank.
8.
Mr. Yang Kaisheng, Ms. Wang Lili and Mr. Li Xiaopeng have ceased to act as a director of the Bank on 22 May 2013.
7
Documents of the Second EGM of 2013
Industrial and Commercial Bank of China Limited
Second Extraordinary General Meeting of 2013
Document II
Proposal on Electing Mr. Yi Xiqun
as An Independent Director of the Board of Directors of Industrial
and Commercial Bank of China Limited
Dear Shareholders,
Pursuant to the Company Law and relevant laws and regulations and the articles of association
of Industrial and Commercial Bank of China Limited, the board of directors of Industrial and
Commercial Bank of China Limited has considered and approved the Proposal on Nominating
Mr. Yi Xiqun as A Candidate of Independent Director of the Board of Directors of Industrial and
Commercial Bank of China Limited at its meeting held on 22 July 2013, resolving that Mr. Yi
Xiqun be nominated as a candidate of independent director of Industrial and Commercial Bank of
China Limited.
It is now proposed at the shareholders’ general meeting that Mr. Yi Xiqun be elected as an
independent director of Industrial and Commercial Bank of China Limited. The qualification of Mr.
Yi Xiqun as an independent director is still subject to approval by the China Banking Regulatory
Commission (the “CBRC”), and his term of office as an independent director will commence on the
date when the approval of the CBRC is obtained.
Please consider the proposal above.
Appendix: Biography of Mr. Yi Xiqun
Proposed by: The Board of Directors of
Industrial and Commercial Bank of China Limited
10 September 2013
8
Documents of the Second EGM of 2013
Appendix:
Biography of Mr. Yi Xiqun
Yi Xiqun, male, born in August 1947, Chinese, is currently the Vice President of China Association
of Private Equity, and the Vice President and the first alternate Chairman of Beijing Association
of Private Equity. He concurrently acts as an Independent Director of China Merchants Bank Co.,
Ltd.,1 SOHO China Ltd., Zheshang Jinhui Trust Co., Ltd. and Asian Capital (Corporate Finance)
Limited, the President of Capital Enterprises Association, the Vice President of China Association
for the Promotion of Industrial Development, and a member of Zhong Guancun Advisory
Committee.
Mr. Yi Xiqun served as Deputy General Manager of Beijing Second Light Industry Company,
Deputy Director of Beijing Municipal Restructuring Economic System Office, Head of Xicheng
District of Beijing, Assistant to Mayor of Beijing and concurrently Director of the Foreign
Economy and Trade Committee, Director of Administrative Committee of Beijing Economic and
Technological Development Zone, member of Chinese People’s Political Consultative Committee
Beijing Committee and Chairman of the board of directors of Beijing Holdings Limited. He had
been the Chairman of the board of directors of Beijing Enterprises Holdings Limited, and the
Chairman of the board of directors of Beijing Enterprises Holdings Group Company Limited, the
Chairman of the board of directors of Beijing Private Equity Investment & Development Fund
Management Co., Ltd. and the Chairman of Bowei Capital. He graduated from Tsinghua University
and obtained a Master’s degree of Economics Management Engineering.
1
The term of office of Mr. Yi Xiqun as an independent director of China Merchants Bank has expired by June 2013.
China Merchants Bank held its shareholders’ general meeting on 31 May 2013 and elected a new independent director as
replacement for Mr. Yi Xiqun. Mr. Yi Xiqun will retire from the post as an independent director of China Merchants Bank
upon the qualification of the new independent director of China Merchants Bank being approved by the China Banking
Regulatory Commission.
9
Documents of the Second EGM of 2013
Industrial and Commercial Bank of China Limited
Second Extraordinary General Meeting of 2013
Document III
Proposal on Electing Mr. Fu Zhongjun as A Non-executive Director
of the Board of Directors of Industrial and
Commercial Bank of China Limited
Dear Shareholders,
Pursuant to the Company Law and relevant laws and regulations and the articles of association
of Industrial and Commercial Bank of China Limited, the board of directors of Industrial and
Commercial Bank of China Limited has considered and approved the Proposal on Nominating Mr.
Fu Zhongjun as A Candidate of Non-executive Director of the Board of Directors of Industrial
and Commercial Bank of China Limited at its meeting held on 22 July 2013, resolving that Mr. Fu
Zhongjun be nominated as a candidate of non-executive director of Industrial and Commercial Bank
of China Limited.
It is now proposed at the shareholders’ general meeting that Mr. Fu Zhongjun be elected as a nonexecutive director of Industrial and Commercial Bank of China Limited. The qualification of Mr. Fu
Zhongjun as a non-executive Director is still subject to approval by the China Banking Regulatory
Commission (the “CBRC”), and his term of office as a non-executive Director will commence on
the date when the approval of the CBRC is obtained.
Please consider the proposal above.
Appendix: Biography of Mr. Fu Zhongjun
Proposed by: The Board of Directors of
Industrial and Commercial Bank of China Limited
10 September 2013
10
Documents of the Second EGM of 2013
Appendix:
Biography of Mr. Fu Zhongjun
Fu Zhongjun, male, born in December 1957, Chinese, currently serves as Ombudsman of Beijing
Finance Ombudsman Office of Ministry of Finance. Mr. Fu had previously served as Secretary
of Organizational Communist Youth League of Ministry of Finance (deputy chief level), Deputy
Chief of Chinese Enterprise Division of the Business and Finance Department, Chief of Division
One of the Dispatched Institution Management of Finance Supervision Department, Chief of the
Central Division Two of Finance Supervision Department, Chief of the Inspection Division Two
of Finance Supervision Department, and Chief of the Inspection Division Two of Inspection and
Supervision Department of Ministry of Finance. He served as Vice Ombudsman of Shanghai
Finance Ombudsman Office of Ministry of Finance from October 2000 to April 2002 and as Vice
Ombudsman (person-in-charge) of Anhui Finance Ombudsman Office of Ministry of Finance from
April 2002 to September 2005. He served as Non-executive Director of Industrial and Commercial
Bank of China Limited and China Everbright Industry Group Limited from September 2005 to
March 2009. He served as Vice Ombudsman of Beijing Finance Ombudsman Office of Ministry
of Finance from March 2009 to May 2010. He graduated from Sichuan University and obtained a
Bachelor’s degree of Philosophy.
11