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Stock Code: 1398

EUR Preference Shares Stock Code: 4604

USD Preference Shares Stock Code: 4620

ANNOUNCEMENT OF THE RESOLUTIONS OF

THE BOARD OF DIRECTORS

A meeting of the board of directors (the "Board") of Industrial and Commercial Bank of China Limited (the "Bank") was held at the Bank's head office at 55 Fuxingmennei Avenue, Xicheng District, Beijing on 26 March 2021. There were 11 directors eligible for attending the meeting, of whom 11 directors attended the meeting in person. The Senior Executive Vice Presidents of the Bank, Mr. Wang Jingwu, Mr. Zhang Wenwu and Mr. Xu Shouben, and members of the board of supervisors were in attendance at the meeting. Mr. Guan Xueqing, the Board Secretary attended the meeting. The meeting was convened in compliance with the provisions of the laws, regulations, and requirements under the Articles of Association of Industrial and Commercial Bank of China Limited (the "Articles") and the Rules of Procedures for the Board of Directors of Industrial and Commercial Bank of China Limited.

Mr. Chen Siqing, Chairman of the Board, presided over the meeting. The directors attending the meeting considered and approved the following proposals:

1.

Proposal on the 2020 Audited Accounts

Voting result of this proposal: 11 valid votes, 11 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

This proposal shall be submitted to the general meeting of shareholders of the Bank for consideration.

  • 2. Proposal on the 2020 Profit Distribution Plan

    Voting result of this proposal: 11 valid votes, 11 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

    Pursuant to the provisions of the relevant laws and regulatory requirements, the 2020 profit distribution plan of the Bank is as follows:

    • 1. RMB30,550 million will be appropriated to the statutory surplus reserve.

    • 2. RMB33,247 million will be appropriated to the general reserve.

    • 3. The record date for A shares and H shares will be 5 July 2021, the dividend payment date for A shares will be 6 July 2021, and the dividend payment date for H shares will be 27 July 2021. Dividend on ordinary shares of the Bank will be denominated and declared in RMB, and will be paid in RMB or in HKD equivalent, converted at the median exchange rate published by the People's Bank of China on the date of the annual general meeting of the Bank. Based on 356,406,257,089 ordinary shares, a cash dividend of RMB2.660 per 10 shares (pre-tax) will be paid. The total amount of dividends for ordinary shares to be distributed shall be RMB94,804 million (representing an increase of RMB1,140 million or 1.2% as compared to that of the previous year), amounting to 30.0% of the net profit attributable to equity holders of the parent company and 30.9% of the net profit attributable to holders of ordinary shares of the parent company.

    • 4. For the year 2020, capital reserve will not be converted into share capital of the Bank.

    The views of the Independent Directors on this proposal: Agree.

    This proposal on the 2020 Profit Distribution Plan shall be submitted to the general meeting of shareholders of the Bank for consideration.

  • 3. Proposal on the 2020 Annual Report and its Abstract

    Voting result of this proposal: 11 valid votes, 11 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

    Details are available on the website of the Shanghai Stock Exchange (www.sse.com.cn).

  • 4. Proposal on the 2020 Capital Adequacy Ratio Report

    Voting result of this proposal: 11 valid votes, 11 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

    Details are available on the website of the Shanghai Stock Exchange (www.sse.com.cn).

  • 5. Proposal on the 2020 Corporate Social Responsibility Report (ESG Report) of Industrial and Commercial Bank of China Limited

    Voting result of this proposal: 11 valid votes, 11 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

    Details are available on the HKEXnews' website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk).

  • 6. Proposal on the Report on Risk Management in 2020

    Voting result of this proposal: 11 valid votes, 11 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

  • 7. Proposal on the Report on Implementation and Assessment of Risk Appetite in 2020

    Voting result of this proposal: 11 valid votes, 11 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

  • 8. Proposal on the 2020 Risk and Capital Adequacy Assessment Report

    Voting result of this proposal: 11 valid votes, 11 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

  • 9. Proposal on the Consolidated Statement Management of the Group in 2020 and the Work Plan for 2021

    Voting result of this proposal: 11 valid votes, 11 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

  • 10. Proposal on the Liquidity Risk Management Strategy of Industrial and Commercial Bank of China Limited for 2021

    Voting result of this proposal: 11 valid votes, 11 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

  • 11. Proposal on the Report on the Management of Interest Rate Risk in the Banking Book of Industrial and Commercial Bank of China Limited for 2020

    Voting result of this proposal: 11 valid votes, 11 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

  • 12. Proposal on the Management Strategy of Interest Rate Risk in the Banking Book of Industrial and Commercial Bank of China Limited for 2021

    Voting result of this proposal: 11 valid votes, 11 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

13. Proposal on the Issuance of Eligible Tier 2 Capital Instruments

Voting result of this proposal: 11 valid votes, 11 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

In order to support the development of the real economy, strengthen the ability to resist risks, promote capital strength, optimize capital structure and maintain a good market image, the Board decided to seek the approval of the general meeting of shareholders to issue eligible tier

  • 2 capital instruments in accordance with the following terms and conditions:

  • 1. Total issuance amount: no more than RMB190 billion or an equivalent value in foreign currency;

  • 2. Type of instrument: eligible tier 2 capital instruments, which meet the relevant requirements as stipulated in the Regulation Governing Capital of Commercial Banks (Provisional), and may be applied to replenish the capital of commercial banks;

  • 3. Issuing market: includes domestic and overseas markets;

  • 4. Tenor: not less than 5 years;

  • 5. Means of loss absorption: upon the occurrence of triggering events as specified in the issuance document, the loss shall be absorbed through a write-down mechanism;

  • 6. Issuing interest rate: to be determined with reference to the market interest rates;

  • 7. Use of proceeds: to replenish the Bank's tier 2 capital;

  • 8. Term of validity of the resolution: 24 months from the date of approval by the general meeting of shareholders.

Subject to approval and grant of authority by the general meeting of shareholders to the Board, the Board delegates the full power and authority to the senior management to jointly or individually handle all matters relating to the issuance of such eligible tier 2 capital instruments in accordance with the regulations and approval requirements promulgated by relevant regulatory authorities, subject to the framework and principles as approved by the general meeting of shareholders. The term of such authorization shall be 24 months from the date of approval of such eligible tier 2 capital instruments by the general meeting of shareholders of the Bank. The senior management of the Bank shall be authorized during the term of such eligible tier 2 capital instruments to handle all related matters such as interest payment, redemption and write-down in accordance with the regulations and approval requirements promulgated by relevant regulatory authorities.

This proposal shall be submitted to the general meeting of shareholders of the Bank for consideration.

  • 14. Proposal on the 2021 Operational Plan for Inclusive Finance Business

    Voting result of this proposal: 11 valid votes, 11 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

  • 15. Proposal on the Internal Audit Plan for 2021

    Voting result of this proposal: 11 valid votes, 11 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

  • 16. Proposal on the 2020 Internal Control Assessment Report of Industrial and Commercial Bank of China Limited

    Voting result of this proposal: 11 valid votes, 11 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

    The views of Independent Directors on this proposal: Agree.

    Details are available on the website of the Shanghai Stock Exchange (www.sse.com.cn).

  • 17. Proposal on the 2020 Work Report of the Board of Directors of Industrial and Commercial Bank of China Limited

    Voting result of this proposal: 11 valid votes, 11 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

    This proposal shall be submitted to the general meeting of shareholders of the Bank for consideration.

18.

Proposal on Convening the Annual General Meeting for 2020

Voting result of this proposal: 11 valid votes, 11 voted in favour of this proposal, 0 voted against and 0 abstained from voting.

The annual general meeting for 2020 is proposed to be held on Monday, 21 June 2021 at 14:50pm. Details will be set out in the notice of the Bank's annual general meeting for 2020.

The Board of Supervisors of

Industrial and Commercial Bank of China Limited

Beijing, PRC 26 March 2021

As at the date of this announcement, the board of directors comprises Mr. CHEN Siqing and Mr. LIAO Lin as executive directors, Mr. LU Yongzhen, Mr. ZHENG Fuqing, Mr. FENG Weidong and Ms. CAO Liqun as non-executive directors, Mr. Anthony Francis NEOH, Mr. YANG Siu Shun, Mr. SHEN Si, Mr. Nout WELLINK and Mr. Fred Zuliu HU as independent non-executive directors.

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ICBC - Industrial and Commercial Bank of China Limited published this content on 26 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 March 2021 11:48:01 UTC.