Harbin Bank Co., Ltd. — AGM Information 2014

Apr 29, 2014

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Harbin Bank Co., Ltd., you should at once hand this circular and the accompanying proxy form and reply slip to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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Harbin Bank Co., Ltd. 哈爾濱銀行股份有限公司 *

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 6138)

2013 WORK REPORT OF THE BOARD OF DIRECTORS 2013 WORK REPORT OF THE BOARD OF SUPERVISORS 2013 ANNUAL FINANCIAL STATEMENTS 2014 FINANCIAL BUDGETS 2013 PROFIT DISTRIBUTION PLAN 2013 ANNUAL REPORT APPOINTMENT OF AUDITORS FOR 2014

AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS GENERAL MANDATE TO ISSUE ADDITIONAL H SHARES

AND NOTICE OF 2013 ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Bank to be held at Conference Hall, 1st Floor, Hotel Sofi tel Wande Harbin, 68 Ganshui Road, Xiangfang District, Harbin, Heilongjiang, China on Thursday, 19 June 2014 at 9 a.m., is set out on pages 18 to 21 of this circular.

If you intend to appoint a proxy to attend the Annual General Meeting, you are required to complete and return the proxy form in accordance with the instructions printed thereon as soon as possible. For holders of H Shares, the proxy form should be returned to Computershare Hong Kong Investor Services Limited, in any event served in hand or by post not less than 24 hours before the time stipulated for convening the Annual General Meeting or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting or at any adjourned meeting thereof if you so wish. If you intend to attend the Annual General Meeting in person or by proxy, you are required to complete and return the reply slip to Computershare Hong Kong Investor Services Limited (17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, Tel: 852-2862 8555) on or before Friday, 30 May 2014.

• For identif i cation purposes only.

** _Harbin Bank Co., Ltd. is not an authorised institution within the meaning of the Banking Ordinance (Chapter 155 of Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorised to carry on banking/ deposit-taking business in Hong Kong.**_

29 April 2014

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I BUSINESS OF THE ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . .	5
ANNEX A 2013 WORK REPORT OF THE BOARD OF DIRECTORS. . . . . . . . . . . . . . . . .	12
ANNEX B 2013 WORK REPORT OF THE BOARD OF SUPERVISORS. . . . . . . . . . . . . . .	15
APPENDIX II NOTICE OF 2013 ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . .	18

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• “AGM” or “Annual General the annual general meeting or any adjourned meeting of the Bank to Meeting” or “2013 AGM” be held at Conference Hall, 1st Floor, Hotel Sofi tel Wande Harbin, 68 Ganshui Road, Xiangfang District, Harbin, Heilongjiang, China on Thursday, 19 June 2014 at 9 a.m., a notice of which is set out on pages 18 to 21

• “Articles of Association ” the articles of association of the Bank, as amended, revised or supplemented from time to time

• “Board” or “Board of Directors” the board of directors of the Bank

• “CSRC” China Securities Regulatory Commission

• “Bank” or “Company” Harbin Bank Co., Ltd. (哈爾濱銀行股份有限公司), a joint stock company incorporated in the PRC on 25 July 1997 with limited liability in accordance with the Company Law of the PRC (中華人民共和國公司法), and the H Shares of which are listed on the Hong Kong Stock Exchange (Stock Code: 06138)

• “Company Law” or Company Law of the PRC (中華人民共和國公司法), as amended “PRC Company Law” and adopted by the Standing Committee of the Twelfth National People’s Congress on 28 December 2013 and effective on 1 March 2014

• “Director(s)” the director(s) of the Bank

• “Domestic Shares” ordinary shares of a nominal value of RMB1.00 each issued by the Company in the PRC, which are subscribed for or credited as paid in Renminbi

• “Group”

the Bank and its subsidiaries

• “HK$” or “HK Dollars” the lawful currency of Hong Kong

• “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Hong Kong”

the Hong Kong Special Administrative Region of the PRC

• “H Shares” overseas listed foreign shares of RMB1.00 each in the share capital of the Bank, which are listed on the Hong Kong Stock Exchange (Stock Code: 06138) and traded in Hong Kong dollars

• “H Shareholder(s)” or holder(s) of H Shares

• “holders of H Shares”

“Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise revised from time to time

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DEFINITIONS

“PRC” or “China” the People’s Republic of China, excluding, for the purposes of this circular only, Hong Kong, Macau Special Administrative Region of the People’s Republic of China and Taiwan “RMB” the lawful currency of the PRC “Shareholder(s)” holder(s) of Shares “Share(s)” Domestic Shares and/or H Shares of the Bank “Supervisor(s)” the supervisor(s) of the Bank

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LETTER FROM THE BOARD

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Harbin Bank Co., Ltd. 哈爾濱銀行股份有限公司 **

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 6138)

Members of the Board: Executive Directors: Mr. Guo Zhiwen Mr. Liu Zhuo Ms. Gao Shuzhen

Registered Address: No. 160 Shangzhi Street Daoli District Harbin Heilongjiang Province PRC

Non-executive Directors:

Mr. Zhang Taoxuan Mr. Chen Danyang Mr. Cui Luanyi Mr. Qin Hongfu

Principal Place of Business in Hong Kong:

18/F, Tesbury Centre 28 Queen’s Road East Wanchai Hong Kong

Independent Non-executive Directors:

Mr. Ma Yongqiang Mr. Zhang Shengping Mr. He Ping Mr. Du Qingchun

Mr. Wan Kam To Mr. Kong Siu Chee

To the H Shareholders

Dear Sir or Madam,

1. INTRODUCTION

On behalf of the Board of Directors, I invite you to attend the AGM to be held at Conference Hall, 1st Floor, Hotel Sofi tel Wande Harbin, 68 Ganshui Road, Xiangfang District, Harbin, Heilongjiang, China on Thursday, 19 June 2014 at 9 a.m. (registration will begin at 8:30 a.m.).

The purpose of this circular is to provide you with the notice of the AGM and to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the AGM.

2. BUSINESS TO BE TRANSACTED AT THE AGM

The business to be transacted at the AGM is specifi ed in the notice of the AGM set out on pages 18 to 21 of this circular. Ordinary resolutions to be proposed at the AGM for the Shareholders to approve include: (1) the 2013 Work Report of the Board of Directors of the Bank; (2) the 2013 Work Report of

* _For identif i_ _cation purposes only.**_

** _Harbin Bank Co., Ltd. is not an authorised institution within the meaning of the Banking Ordinance (Chapter 155 of Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorised to carry on banking/ deposit-taking business in Hong Kong.**_

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LETTER FROM THE BOARD

the Board of Supervisors of the Bank; (3) the 2013 annual fi nancial statements of the Bank; (4) the 2014 fi nancial budgets of the Bank; (5) the resolution on the 2013 profi t distribution plan of the Bank; (6) the 2013 Annual Report of the Bank; and (7) the resolution on the appointment of auditors for 2014. Special resolutions to be proposed at the AGM for the Shareholders to approve include: (8) the resolution on the amendments to the Articles of Association and rules of procedure for shareholders’ general meetings, and (9) the resolution on granting the Board a general mandate to issue additional H Shares.

In order to enable you to have a better understanding of the resolutions to be proposed at the AGM and to make informed decisions upon obtaining suffi cient and necessary information, we have provided detailed information in Appendix I to this circular, including explanatory information on the proposed resolutions to be approved at the AGM.

In addition, the “2013 Appraisal of the Directors, Supervisors and senior management by the Board of Supervisors” will be presented to the Shareholders at the AGM.

3. THE AGM

A form of proxy and the reply slip for use at the 2013 AGM are also enclosed herewith.

If you intend to appoint a proxy to attend the AGM, you are required to complete and return the proxy form in accordance with the instructions printed thereon as soon as possible. For the H Shareholders, the proxy form should be returned to Computershare Hong Kong Investor Services Limited, in any event served in hand or by post not less than 24 hours before the time stipulated for convening the AGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or at any adjourned meeting thereof if you so wish.

If you intend to attend the AGM in person or by proxy, you are required to complete and return the reply slip to Computershare Hong Kong Investor Services Limited on or before Friday, 30 May 2014. The address of the Bank’s H Share Registrar, Computershare Hong Kong Investor Services Limited, is 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (Telephone number: (852) 2862 8555).

4. VOTING BY POLL

According to the Hong Kong Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Results of the poll voting will be published on the Bank’s website at www.hrbb.com.cn and the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the AGM.

5. RECOMMENDATION

The Board of Directors considers that all resolutions to be proposed at the AGM are in the best interests of the Bank and its Shareholders as a whole. Accordingly, the Board of Directors recommends that the Shareholders vote in favour of all the resolutions to be proposed at the AGM.

By order of the Board of Directors Harbin Bank Co., Ltd. Guo Zhiwen Chairman

29 April 2014

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BUSINESS OF THE ANNUAL GENERAL MEETING

APPENDIX I

1. 2013 Work Report of the Board of Directors

On 17 April 2014, the “2013 Work Report of the Board of Directors of Harbin Bank Co., Ltd.” was considered and passed by the Board in accordance with the relevant regulatory provisions and the provisions of the Articles of Association.

Details of the aforesaid Work Report of the Board of Directors are set out in Annex A to this circular.

2. 2013 Work Report of the Board of Supervisors

On 22 April 2014, the “2013 Work Report of the Board of Supervisors of Harbin Bank Co., Ltd.” was considered and passed by the Board of Supervisors in accordance with the relevant regulatory provisions and the provisions of the Articles of Association.

Details of the aforesaid Work Report of the Board of Supervisors are set out in Annex B to this circular.

3. 2013 Annual Financial Statements

In accordance with International Financial Reporting Standards, net profi t of the Group for 2013 amounted to RMB3,371 million, representing an increase by RMB500 million or 17.40% as compared to the previous year. Net profi t attributable to the parent company amounted to RMB3,350 million, representing an increase by RMB486 million or 16.97% as compared to the previous year. Basic earnings per share amounted to RMB0.41, representing an increase of RMB0.04 as compared to the previous year. Return on average equity was 18.36%, while return on average total assets was 1.14%.

For 2013, the Group reported operating income of RMB8,544 million, representing an increase by RMB833 million or 10.80% as compared to the previous year. Net interest income amounted to RMB6,818 million, representing an increase by RMB159 million or 2.39% as compared to the previous year. Net fee and commission income amounted to RMB1,247 million, representing an increase by RMB568 million or 83.77% as compared to the previous year. Operating expenses amounted to RMB3,591 million, representing an increase by RMB565 million or 18.69%. Provisions for asset impairment losses amounted to RMB506 million, representing a decrease by RMB330 million or 39.48%. Income tax expense amounted to RMB1,079 million, representing an increase by RMB91 million or 9.26%.

As at the end of 2013, total assets of the Group amounted to RMB322,175 million, representing an increase by 19.28% as compared to that as at the end of the previous year. The balance of loans amounted to RMB105,941 million, representing an increase by RMB18,677 million or 21.40%. The balance of customer deposits amounted to RMB224,178 million, representing an increase by RMB37,536 million or 20.11%.

For further details, please refer to the fi nancial statements in the 2013 Annual Report of our Bank.

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BUSINESS OF THE ANNUAL GENERAL MEETING

APPENDIX I

4. 2014 Financial Budgets

• (1) Budget of operating expenses

The total budget of operating expenses (net of taxes and surcharges as well as non-business expenditure) will be capped at RMB3,550 million, representing an increase by RMB499 million or 16%.

• (2) The cost-to-income ratio will be capped at 36%.

5.

In accordance with the audit results for 2013 and provisions of the relevant laws and regulations, the 2013 profi t distribution plan of our Bank is proposed as follows:

• (1) Allocation to the surplus reserve: RMB320.33 million.

• (2) Allocation to the general reserve: RMB1,562.91 million.

• (3) Cash dividends denominated and declared in RMB and paid in RMB and HK Dollars to holders of Domestic Shares and the H Shareholders, respectively. The actual amount to be paid in HK Dollars will be calculated using the average benchmark exchange rate for the conversion of RMB into HK Dollars announced by the People’s Bank of China 7 days prior to the convening of the Annual General Meeting (including the date on which the Annual General Meeting is held). Total cash dividends was approximately RMB419.72 million (“Total Cash Dividends”). Based on the total number of Shares as at 31 March 2014, and as no over-allotment option has been exercised, RMB0.38 (pre-tax) will be paid for every 10 Shares, representing a dividend ratio (calculated by dividing the dividends by the net profi t of the Group attributable to the parent company in 2013) of 12.53%.

• (4) Undistributed profi t amounting to RMB1,894.27 million will be carried forward to the next year.

Pursuant to the applicable provisions and the implementing regulations of the Enterprise Income Tax of the PRC , when distributing the fi nal dividend to non-resident enterprise holders of H Shares (including the H Shares registered in the name of HKSCC Nominees Limited), the Bank will withhold enterprise income tax at the rate of 10%.

Pursuant to the applicable provisions and the implementing regulations of the Individual Income Tax Law of the PRC and Notice of Tax , the Bank is about to withhold individual income tax from the holders of H Shares according to the following arrangement:

• For individual holder of H Shares who is a resident of Hong Kong, Macau or other country/ region which has signed a tax treaty with the PRC stipulating a dividend rate of 10%, the Bank will withhold and pay individual income tax at the rate of 10% on behalf of such holder of H Shares when distributing the fi nal dividend;

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BUSINESS OF THE ANNUAL GENERAL MEETING

APPENDIX I

• For individual holder of H Shares who is a resident of a country/region which has signed a tax treaty with the PRC stipulating a dividend rate of lower than 10%, the Bank will temporarily withhold and pay individual income tax at the rate of 10% on behalf of such holders of H Shares while distributing the fi nal dividend. In case the relevant holders of H Shares is to apply for refund of the extra withholding tax, the Bank will follow the Notice of Tax to handle the application of the relevant tax benefi ts on their behalf. The qualifying holders of H Shares are required to submit the written authorization and all application materials to the H Share Registrar, Computershare Hong Kong Investor Services Limited, in a timely manner; the Bank will forward the provided documents to the competent tax authorities for review, and if approved, thereafter the Bank will assist in handling the refund of the extra withholding tax;

• For individual holder of H Shares who is a resident of a country/region which has signed a tax treaty with the PRC stipulating a dividend rate higher than 10% but lower than 20%, the Bank will withhold the individual income tax at the applicable rate stipulated in the relevant tax treaty while distributing the fi nal dividend; and

• For individual holder of H Shares who is a resident of a country/region which has signed a tax treaty with the PRC stipulating a dividend rate of 20% or has no tax treaty with China or otherwise, the Bank will withhold the individual income tax at the rate of 20% while distributing

6. 2013 Annual Report

For further details, please refer to the 2013 Annual Report of our Bank.

7. Resolution on the Appointment of Auditors for 2014

The Board has proposed the appointment of Ernst & Young and Ernst & Young Hua Ming LLP as the international and domestic auditors of the Bank for 2014 to provide annual audit and interim review for 2014 in respect of the consolidated and parent-company fi nancial statements of the Bank, and to provide other professional services in accordance with regulatory requirements and needs arising from the Bank’s actual business development. The aggregate fee for the audit of the annual fi nancial statements of 2014 and the review of the interim fi nancial statements of 2014 (excluding miscellaneous expenses such as travel expenses, documentation and liaison expenses, which will be charged at rates determined by our Bank) is RMB3.60 million.

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BUSINESS OF THE ANNUAL GENERAL MEETING

APPENDIX I

8. Resolution on the Amendments to the Articles of Association and Rules of Procedure for Shareholders’ General Meetings

• (1) To further regulate and optimize the corporate governance of our Bank, it is proposed that certain provisions of the Articles of Association will be amended, the details of which are as follows:

The original clause The amended clause Article 94 The instrument appointing a voting Article 94 The instrument appointing a voting proxy shall be placed at the domicile of the proxy shall be placed at the domicile of the Company or at such other place as specifi ed in Company or at such other place as specifi ed in the notice of the meeting within twenty-four (24) the notice of the meeting within twenty-four (24) hours prior to the meeting at which the proxy hours prior to the meeting at which the proxy is authorised to vote or within twenty-four (24) is authorised to vote or within twenty-four (24) hours prior to the specifi ed time of the voting. hours prior to the specifi ed time of the voting. Where the instrument is signed by another person Where the instrument is signed by another person authorised by the entrusting party, the power of authorised by the entrusting party, the power of attorney or other authorisation document shall be attorney or other authorisation document shall be notarised. The notarised power of attorney or other notarised. The notarised power of attorney or other authorisation document shall be placed together authorisation document shall be placed together with the instrument appointing the voting proxy at with the instrument appointing the voting proxy at the domicile of the Company or at such other place the domicile of the Company or at such other place as specifi ed in the notice of the meeting. as specifi ed in the notice of the meeting.

Where the entrusting party is a legal person, its legal representative or the person authorised by resolution of its board of directors or other decision-making body shall be entitled to attend the Company’s shareholders’ general meeting as the representative of such legal person.

Where the entrusting party is a legal person, its legal representative or the person authorised by resolution of its board of directors or other decision-making body shall be entitled to attend the Company’s shareholders’ general meeting as the representative of such legal person.

Where the shareholder is a recognised clearing house Where the shareholder is a recognised clearing house (or its proxy) defi ned by the Hong Kong Securities (or its proxy) defi ned by the Hong Kong Securities and Futures Ordinance, the shareholder may authorise and Futures Ordinance, the shareholder may authorise one or more persons it considers appropriate as its one or more persons it considers appropriate as its representative(s) at any shareholders’ general meeting representative(s) at any shareholders’ general meeting or any class meeting of shareholders; however, if or any class meeting of shareholders; however, if more more than one person are authorised, the power of than one person are authorised, the power of attorney attorney shall contain the number and class of shares shall contain the number and class of shares for which for which such persons are authorised, the person(s) so such persons are authorised, and shall be signed by authorised can represent the recognised clearing house an authorised personnel of the recognised clearing (or its proxy) to exercise its right, as if the persons are house. The person(s) so authorised can represent the the Company’s individual shareholders. recognised clearing house (or its proxy) to attend the meeting and exercise its right, as if the persons are the Company’s individual shareholders, and shall not be required to produce evidence of shareholding, the notarised power of attorney and/or further evidence to prove that he/she/they have been duly authorised.

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BUSINESS OF THE ANNUAL GENERAL MEETING

APPENDIX I

The original clause

The amended clause

Article 272 The Company shall announce the f nancial report for four (4) times in each f scal year, that is: to prepare a f nancial report within one hundred and twenty (120) days upon expiration of each f scal year and submit it for examination and verif cation in accordance with the law; the Company shall prepare an interim f nancial report within sixty (60) days from the end of the f rst six (6) months of each f scal year; and shall prepare a quarterly f nancial report within one (1) month from the end of f rst three (3) months and f rst nine (9) months of each f scal year respectively.

Article 272 The Company shall announce the f nancial report for two (2) times in each f scal year, that is: to prepare a f nancial report within one hundred and twenty (120) days upon expiration of each f scal year and submit it for examination and verif cation in accordance with the law; the Company shall prepare an interim f nancial report within sixty (60) days from the end of the f rst six (6) months of each f scal year.

(2) To further regulate and optimize the proceedings of the shareholders’ general meeting of our Bank, it is proposed that certain provisions of the Rules of Procedure for Shareholders’ General Meetings will be amended, the details of which are as follows:

The original clause

The amended clause

The instrument appointing a voting proxy shall be placed at the domicile of the Company or at such other place as specif ed in the notice of the meeting within twenty-four (24) hours prior to the meeting at which the proxy is authorised to vote or within twenty-four (24) hours prior to the specif ed time of the voting. Where the instrument is signed by another person authorised by the entrusting party, the power of attorney or other authorisation document shall be notarised. The notarised power of attorney or other authorisation document shall be placed together with the instrument appointing the voting proxy at the domicile of the Company or at such other place as specif ed in the notice of the meeting. Where the entrusting party is a legal person, its legal representative or the person authorised by resolution of its board of directors or other decision-making body shall be entitled to attend the Company’s shareholders’ general meeting as the representative of such legal person.

The instrument appointing a voting proxy shall be placed at the domicile of the Company or at such other place as specif ed in the notice of the meeting within twenty-four (24) hours prior to the meeting at which the proxy is authorised to vote or within twenty-four (24) hours prior to the specif ed time of the voting. Where the instrument is signed by another person authorised by the entrusting party, the power of attorney or other authorisation document shall be notarised. The notarised power of attorney or other authorisation document shall be placed together with the instrument appointing the voting proxy at the domicile of the Company or at such other place as specif ed in the notice of the meeting. Where the entrusting party is a legal person, its legal representative or the person authorised by resolution of its board of directors or other decision-making body shall be entitled to attend the Company’s shareholders’ general meeting as the representative of such legal person.

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BUSINESS OF THE ANNUAL GENERAL MEETING

APPENDIX I

The original clause

The amended clause

Where the shareholder is a recognised clearing house (or its proxy) def ned by the Hong Kong Securities and Futures Ordinance, the shareholder may authorise one or more persons it considers appropriate as its representative(s) at any shareholders’ general meeting or any class meeting of shareholders; however, if more than one person are authorised, the power of attorney shall contain the number and class of shares for which such persons are authorised, and shall be signed by an authorised personnel of the recognised clearing house. The person(s) so authorised can represent the recognised clearing house (or its proxy) to attend the meeting and exercise its right, as if the persons are the Company’s individual shareholders, without having to produce evidence of shareholding, the notarised power of attorney and/or further evidence to prove that he/she/they have been duly authorised.

9. Resolution on granting the Board a general mandate to issue additional H Shares

To meet the needs of the Bank’s development after its listing, it is proposed that the Annual General Meeting considers and approves granting the Board a general mandate to issue additional H Shares, the details of which are as follows:

• (I) Subject to the conditions set out below, the Board be hereby granted an unconditional and general mandate to issue, allot and deal with additional H Shares in the share capital of the Bank and to make or grant offers, agreements or options in respect of such H Shares:

• Save as in relation to offers, agreements or options made or granted by the Board during the Relevant Period which might require to be conducted or exercised after the end of the Relevant Period, the mandate shall not outlast the Relevant Period;

• the aggregate nominal value of H shares of the Bank approved by the Board to be allotted and issued or agreed (conditionally or unconditionally) to be allotted and issued (whether pursuant to an option or otherwise) shall not exceed 20% of the aggregate nominal value of the issued H Shares of the Bank at the date on which this Resolution is passed; and

• The Board will only exercise the above authority in compliance with the PRC Company Law (as amended from time to time) and the Hong Kong Listing Rules (as amended from time to time) and with the necessary approvals of the CSRC and/or other relevant PRC government authorities.

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BUSINESS OF THE ANNUAL GENERAL MEETING

APPENDIX I

• (II) For the purpose of this resolution, the “ Relevant Period ” means the period from the date of approving this resolution until the earliest of:

• the conclusion of the next annual general meeting of the Bank following the approval of this resolution;

• the expiration of the 12-month period following the approval of this resolution; and

• the revocation or variation of the mandate granted under this resolution by a resolution of the Bank at a shareholders’ general meeting.

• (III) Subject to the issue of Shares pursuant to this resolution, it is proposed that the Annual General Meeting authorises the Board to:

• approve and execute all documents and deeds and do all things or to procure the execution of such documents and deeds and the doing of such things necessary in their opinion for the issue, including but not limited to determining the time and place for issue, submitting all necessary applications to relevant authorities and entering into underwriting agreements (or any other agreements);

• determine the use of proceeds and complete necessary fi ling and registration with the relevant authorities in the PRC, Hong Kong and other jurisdictions; and

• increase the registered share capital of the Bank as a result of the issue of H shares pursuant to this resolution and to amend the Articles of Association as they deem necessary to refl ect the additional registered share capital of the Bank.

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ANNEX A — 2013 WORK REPORT OF THE BOARD OF DIRECTORS

Year 2013 has been a crucial year for the Company’s development into a “fi rst-rate domestic microcredit bank with international reputation.” With the strong support of all Shareholders and the effective supervision of the Board of Supervisors, all Directors diligently performed their duties, faithfully fulfi lled their fi duciary obligations and monitoring roles, and by working in close tandem with all staff, the Company pushed forward its H Share listing and achieved sound operating results.

I. Performance of duties by the Board

In 2013, the Board completed massive tasks in driving our IPO process and corporate governance in close adherence to our annual theme of “Risk Management Year.”

• (I) Achieving the goal of public listing by driving the IPO process with full force. In accordance with the resolutions of the shareholders’ general meeting, the Board carried on the IPO process with full force and obtained the respective approval documents of CBRC, CSRC and Hong Kong Stock Exchange. On 31 March 2014, the Company was offi cially listed on the Main Board of the Hong Kong Stock Exchange (stock code: 6138).

• (II) Enhancing Board development and performing Board duties with due diligence. First of all, amendments to important rules and regulations such as the Articles of Association have been made and approved in accordance with the banking and securities regulatory requirements of the Mainland and Hong Kong. Secondly, in a bid to further enhance the decision-making ability of the Board, two new independent Directors from Hong Kong have been appointed, taking the total number of independent Directors to six, which accounted for more than one-third of the Board composition in compliance with the H-share listing requirements. Thirdly, the quality of information disclosure has been improved with the formulation of the new “Administrative Measures on Information Disclosure” in accordance with listing requirements. Our website has also been revamped to accommodate regulatory requirements for listed companies and to ensure that information disclosure is true, complete, timely and accurate. In 2013, the Board organised and convened three shareholders’ general meetings at which 34 resolutions were considered; eight Board meetings at which 55 resolutions were considered; and 25 meetings of the special committees were held at which 87 resolutions were considered.

• (III) Strengthening the establishment of corporate governance and enhancing the effectiveness of corporate governance. First of all, through the appointment of additional Supervisors and functional optimisations, the ability of the Board of Supervisors in supervision, evaluation and strategic supervision has been strengthened. Secondly, by continuously strengthening the establishment of the management model of the board of directors for the village and town banks, the operation of such board of directors is becoming increasing mature, and which has received the endorsement by the regulatory authorities. Thirdly, by adopting for the fi rst time a marketoriented approach in recruiting senior management, the operational and management capabilities of the Company have been enhanced.

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ANNEX A — 2013 WORK REPORT OF THE BOARD OF DIRECTORS

• (IV) Enhancing our standard of capital management and optimising the channels of our access to additional capital. To meet the development needs of the Company, the Board actively applied for approval for the issuance of qualifi ed secondary capital bonds to substantiate its tier-two capital. Meanwhile, the Company actively rolled out its asset securitisation business. Pursuant to the 2012 profi t distribution plan, our share capital was enlarged by 690 million Shares and a cash dividend of RMB170 million was paid. As at the end of 2013, the Company’s registered capital amounted to RMB8,250 million and owners’ equity was close to RMB20,000 million.

• (V) Enhancing investment management to facilitate diversifi ed development. The Board continued to enhance its investment management work and fi nancial institutions controlled or invested by the Company had reported sound operations. As at the end of 2013, the total assets of the 24 village and township banks in which we hold controlling interests amounted to RMB16,500 million, representing a 54% increase compared to the same period of the previous year. Total assets of Guangdong Huaxing Bank reached RMB52,000 million, as its business expanded to cover a number of developed regions including Guangzhou, Shenzhen, Foshan and Dongguan.

• (VI) Ongoing implementation of corporate strategies to map out the direction for development. In 2013, the Board focused on the size of the microcredit customer base, risk control and channel development, activated the “customer multiplication programme” and strengthened its efforts to track, solicit feedback and inspect its development strategies. As at the end of 2013, the balance of the Company’s microcredit business amounted to RMB73,200 million, representing a 25.2% increase compared to the same period of the previous year and accounting for 69.1% of our total loans to customers.

• (VII) Strengthening risk management development to foster a sound compliance culture. In 2013, the Board adopted “Risk Management” as the annual theme for the Company. The Board continued to adhere to a prudent risk appetite as it started to adopt a portfolio risk management approach, as opposed to the previous linear approach of managing risks on a business-by-business basis, with risk management conducted throughout the entire work fl ow in a more systematic and centralised manner. Furthermore, by developing relevant systems, improving rules and regulations, enhancing training and strengthening the enforcement of penalties, the Board fostered a sound culture of compliance with an enhanced staff awareness for compliance both for alert and warning.

• (VIII) Enhancing the guiding effect of technology and improving the standard of information management. The accuracy of our data information has been improved and the industry-wide guiding effect of technology has been enhanced, as project developments such as the end-toend loan system, data platform, process bank and centralised customer information system were fully completed in 2013. In the meantime, the Company also entered into strategic cooperation with a number of third-party payment companies in a joint efforts to develop the Internet fi nance market.

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ANNEX A — 2013 WORK REPORT OF THE BOARD OF DIRECTORS

II. Implementation of resolutions of shareholders’ general meetings

In 2013, the Company convened three shareholders’ general meetings and there were three authorisation resolutions to the Board for implementation. In addition, one resolution passed at the previous AGM, which the Board had been authorised to implement, remained under implementation during the year.

• (I) The “Resolution on the Issuance of Qualifi ed Secondary Capital Instruments” was considered and passed at the 2012 annual general meeting. As at the end of 2013, the Company had completed the submission of application materials and an application had been submitted to CBRC for approval following examination and approval by the CBRC Heilongjiang Bureau. The timing and size of the issuance will be fi nalised based on the approval opinion and approval progress of the regulatory authorities, market conditions and other factors.

• (II) The “Resolution on the Plan relating to the Overseas Initial Public Offering of Overseas-Listed Foreign Shares (H Shares) and Listing on the Main Board of the Hong Kong Stock Exchange” was considered and passed at the 2012 annual general meeting. As at the end of 2013, the Company had obtained the approvals of the Ministry of Finance, National Council for Social Security Fund and the CBRC, and the Company was listed on the Hong Kong Stock Exchange on 31 March 2014. The implementation of the resolution has been completed.

• (III) The “Resolution on the Issuance of “Three-Agriculture” Special Finance Bills” was considered and passed at the second extraordinary general meeting of 2013 held on 26 September 2013. As at the end of 2013, the Company’s application for approval to issue “Three-Agriculture” special fi nance bills had been examined and approved by the CBRC Heilongjiang Bureau. Currently, the issuance is pending CBRC approval. The timing and size of the issuance will be fi nalised pending the approval opinion and approval progress of the regulatory authorities, market conditions and other factors.

• (IV) The “Resolution on the Securitisation of Assets in SME Loans” was considered and passed at the 2011 annual general meeting. As at the end of 2013, the Company had completed the submission of application materials and the tender for intermediary services, and had received the support of regulatory authorities for this project. The timing of the issue will be fi nalised based on the progress of asset screening, the approval progress of the regulatory authorities, market conditions and other factors.

During the past year, all Directors on the Board diligently performed their duties to ensure the stable and healthy development of the Company. Looking to 2014, the Board will leverage opportunities presented by the Company’s public listing to enhance the quality of information disclosure, improve profi tability, fulfi ll the Company’s social responsibilities, provide ever-better services to customers and generate more favourable return for shareholders, in close tandem with the annual theme of “Brand Building” and in stringent compliance with the listing rules.

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ANNEX B — 2013 WORK REPORT OF THE BOARD OF SUPERVISORS

In 2013, the Board of Supervisors of Harbin Bank performed its duties mandated by the relevant laws and regulations and the Articles of Association of the Company with due diligence and in good faith, conscientiously defending the interests of the Company, its Shareholders, staff and other related parties in further enhancement of corporate governance and the supervisory work of the Board of Supervisors, as it completed all tasks in a satisfactory manner. We hereby report our principal work as follows:

I. Principal work of the Board of Supervisors in 2013

(I) Convening meetings of the Board of Supervisors and specialised committees in diligent performance of supervisory duties

During the reporting period, the Board of Supervisors convened six meetings and considered and passed 19 resolutions, including the work report of the Board of Supervisors, the annual fi nancial and audit report etc. The Nomination and Supervisory Evaluation Committee of the Board of Supervisors convened three meetings and considered 10 resolutions on matters relating to the nomination of candidates for appointment as Supervisors, the annual duty performance evaluation report etc. Its Audit Committee convened four meetings and considered four resolutions on matters relating to the annual audit report, appointment of external audit fi rms and other matters.

The Supervisors attended the meetings in person or appointed other Supervisors to vote upon the resolutions. The timely convening of the meetings of the Board of Supervisors has driven the effective implementation of the corporate governance policies.

(II) Optimising the composition of the Board of Supervisors to enhance the standard of performance supervision

During the year, the composition of the Board of Supervisors was further optimised with increased weighting for staff representative Supervisors and the addition of one external Supervisor, such that the respective percentages of staff representative Supervisors and external Supervisors have exceeded regulatory requirements. One external Supervisor and one shareholders’ representative Supervisor were also replaced. The optimisation of the composition of the Board of Supervisors has further enhanced the standard of performance supervision by the Board of Supervisors.

(III) Improving our regulations and regimes to facilitate standardised operation of the Board of Supervisors

In accordance with the regulatory requirements and pertinent listing regulations, we actively participated in the amendment of the Articles of Association and the related rules and formulated a new set of “Administration Measures on Supervisors’ Subsidies”. The revision of the rules is to strengthen the corporate governance structure and to provide a systematised protection for an enhanced level of governance standards.

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ANNEX B — 2013 WORK REPORT OF THE BOARD OF SUPERVISORS

(IV) Complementing annual evaluation with day-to-day supervision in diligent performance of the supervisory duties

During the reporting period, we continued to organise supervision of the performance of duties by the Board and the senior management, with a special focus on the lawful performance of duties by the Board and the senior management in respect of the implementation of signifi cant strategic decisions and operational management. Annual performance evaluation was conducted on the basis of such supervision and the results of the evaluation were reported to the Shareholders’ general meeting and the regulatory authorities.

(V) Enhancing supervisory duties to improve organisational performance and strengthen strategic supervisory management

During the year, appraisal of the headquarters’ departmental performance was included in the supervisory work scope of the Board of Supervisors. The “Implementation Plan for Enhancing Appraisal Work in the Headquarters” and the “Measures for Appraisal of Headquarters Departmental Performance” were formulated. The strengthened appraisal mechanism helped drive the implementation of the key tasks of our Bank and the implementation of the Board’s strategies. The appraisal results will be refl ected in the performance appraisal of the senior management, which in turn will improve the standard of performance supervision and evaluation.

(VI) Enhancing supervision, inspection, research and interviews to improve the effectiveness of supervision

During the reporting period, interviews with members of the internal audit department, risk management department and Chongqing Branch were organised, while interviews and researches were conducted with village and township banks including the Rudong Village and Town Bank of Jiangsu Province, and visits were made to village and township banks including the Xin’an Village and Town Bank of Henan Province. In accordance with regulatory requirements, specialised inspection on the operational risks of Hainan Baoting Village and Township Bank was conducted and meetings with its board of directors were convened to commence relevant investigations.

(VII) Enhancing the development of capabilities of the Board of Supervisors and its members to perform duties

During the reporting period, the Board of Supervisors continued to enhance its internal ability in duty performance. First of all, research and training activities for Supervisors were organised, such as studies on the work rules of the Board of Supervisors, participation in trainings relating to corporate governance and listing, and research activities for external Supervisors, which have resulted in the continuous improvement in the Supervisors’ ability to perform their duties. Secondly, exchanges with industry peers were strengthened. During the reporting period, a study mission to the Board of Supervisors of Minsheng Bank was organised to learn from and share experiences with our counterparts there, resulting in improved standards in the supervisory work of the Board of Supervisors. Thirdly, communications with the Board and the senior management were enhanced and the magazine “Internal Reference Manual” was developed in association with the Board to provide references to the Supervisors in the discharge of their duties.

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ANNEX B — 2013 WORK REPORT OF THE BOARD OF SUPERVISORS

II. Independent opinion furnished by the Board of Supervisors on relevant matters

(I) Legal compliance of operations

During the reporting period, the operating activities of the Company were in compliance with the Company Law, the Commercial Bank Law and the Articles of Association of the Company, and the decision-making processes were legal and valid. No instances of the Directors or senior management of the Company committing, during the discharge of their duties, acts in violation of the laws and regulations and the Articles of Association or in compromise of the interests of the Company and the

(II) Truthfulness of the fi nancial reports

The annual fi nancial reports of the Company have been audited by Ernst & Young Hua Ming LLP and Ernst &Young in accordance with the PRC and international auditing standards, respectively, who have issued unqualifi ed audit reports in respect thereof. The Board of Supervisors is of the view that the Company’s fi nancial reports for the year are true, accurate and complete representations of the Company’s fi nancial conditions and operating results.

(III) Connected transactions

During reporting period, the Risk Management and Connected Transaction Control Committee under the Board of Directors and other relevant departments of the Company confi rmed, examined and disclosed connected transactions in accordance with pertinent provisions of the “Administration Measures on Connected Transactions” of the Company. The administration of connected transactions was in compliance with pertinent provisions of the national laws and regulations and the Articles of Association, and no acts in compromise of the interests of the Company and the shareholders have

In 2013, the Board of Supervisors and all its members have diligently performed their duties and conscientiously defended the interests of the shareholders, the public, the Company and its staff, thereby providing security for the standardised operation and healthy development of Harbin Bank. In 2014, the Board of Supervisors will continue to strengthen its strategic supervisory functions to drive the implementation of corporate strategies and the smooth commencement of strategic transformation while optimising the mechanism of its supervisory work to safeguard the healthy development of the Company in strict accordance with regulatory requirements applicable to a listed company.

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NOTICE OF 2013 ANNUAL GENERAL MEETING

APPENDIX II

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Harbin Bank Co., Ltd. 哈爾濱銀行股份有限公司

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(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 6138)

NOTICE OF 2013 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2013 Annual General Meeting (“ AGM ”) of Harbin Bank Co., Ltd. (the “ Bank ”) will be held at Conference Hall, 1st Floor, Hotel Sofi tel Wande Harbin, 68 Ganshui Road, Xiangfang District, Harbin, Heilongjiang, China, at 9 a.m. on Thursday, 19 June 2014 for the purpose of considering and, if thought fi t, passing the following resolutions (capitalised terms used in this notice shall have the same meanings as those defi ned in the circular dated 29 April 2014 issued by the Bank unless otherwise stated):

ORDINARY RESOLUTIONS

1. To consider and approve the 2013 Work Report of the Board of Directors of the Bank;

2. To consider and approve the 2013 Work Report of the Board of Supervisors of the Bank;

3. To consider and approve the 2013 annual fi nancial statements of the Bank;

4. To consider and approve the 2014 fi nancial budgets of the Bank;

5. To consider and approve the resolution on the 2013 profi t distribution plan;

6. To consider and approve the 2013 Annual Report of the Bank;

7. To consider and approve the resolution on the appointment of auditors for 2014;

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NOTICE OF 2013 ANNUAL GENERAL MEETING

APPENDIX II

SPECIAL RESOLUTIONS

1. To consider and approve the resolution on the amendments to the Articles of Association and Rules of Procedure for Shareholders’ General Meetings; and

2. To consider and approve the resolution on granting the Board a general mandate to issue additional H Shares.

To meet the needs of the Bank’s development after its listing, it is proposed that the Annual General Meeting considers and approves granting the Board a general mandate to issue additional H Shares, the details of which are as follows:

• (I) Subject to the conditions set out below, the Board be hereby granted an unconditional and general mandate to issue, allot and deal with additional H Shares in the share capital of the Bank and to make or grant offers, agreements or options in respect of such H Shares:

• Save as in relation to offers, agreements or options made or granted by the Board during the Relevant Period which might require to be conducted or exercised after the end of the Relevant Period, the mandate shall not outlast the Relevant Period;

• the aggregate nominal value of H Shares of the Bank approved by the Board to be allotted and issued or agreed (conditionally or unconditionally) to be allotted and issued (whether pursuant to an option or otherwise) shall not exceed 20% of the aggregate nominal value of the issued H Shares of the Bank at the date on which this Resolution is passed; and

• The Board will only exercise the above authority in compliance with the PRC Company Law (as amended from time to time) and the Hong Kong Listing Rules (as amended from time to time) and with the necessary approvals of the CSRC and/or other relevant PRC government authorities.

• (II) For the purpose of this resolution, the “ Relevant Period ” means the period from the date of approving this resolution until the earliest of:

• the conclusion of the next annual general meeting of the Bank following the approval of this resolution;

• the expiration of the 12-month period following the approval of this resolution; and

• the revocation or variation of the mandate granted under this resolution by a resolution of the Bank at a shareholders’ general meeting.

• (III) Subject to the issue of Shares pursuant to this resolution, it is proposed that the Annual General Meeting authorises the Board to:

• approve and execute all documents and deeds and do all things or to procure the execution of such documents and deeds and the doing of such things necessary in their opinion for the issue, including but not limited to determining the time and place for issue, submitting all necessary applications to relevant authorities and entering into underwriting agreements (or any other agreements);

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NOTICE OF 2013 ANNUAL GENERAL MEETING

APPENDIX II

1. determine the use of proceeds and complete necessary fi ling and registration with the relevant authorities in the PRC, Hong Kong and other jurisdictions; and

2. increase the registered share capital of the Bank as a result of the issue of H Shares pursuant to this resolution and to amend the Articles of Association as they deem necessary to refl ect the additional registered share capital of the Bank.

By order of the Board of Directors Harbin Bank Co., Ltd. Guo Zhiwen Chairman

Hong Kong, 29 April 2014

As at the date of this notice, the Board of Directors of the Bank comprises Guo Zhiwen, Liu Zhuo and Gao Shuzhen, as executive Directors; Zhang Taoxuan, Chen Danyang, Cui Luanyi and Qin Hongfu, as nonexecutive Directors; Ma Yongqiang, Zhang Shengping, He Ping, Du Qingchun, Wan Kam To and Kong Siu Chee, as independent non-executive directors.

• For identifi cation purposes only.

• ** Harbin Bank Co., Ltd. is not an authorised institution within the meaning of the Banking Ordinance (Chapter 155 of Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorised to carry on banking/ deposit-taking business in Hong Kong.

Notes:

1. Details of the above proposed resolutions are set out in Appendix I of the circular of the 2013 AGM of the Bank. Additional information of the 2013 Work Report of the Board of Directors of the Bank and the 2013 Work Report of the Board of Supervisors of the Bank are set out in Annex A and Annex B to the circular of the 2013 AGM of the Bank, respectively.

2. Individual Shareholders who wish to attend the meeting in person shall produce their identity cards or other effective document or proof of identity and stock account cards. Proxies of individual Shareholders shall produce their effective proof of identity and proxy form. A corporate shareholder should attend the meeting by its legal representative or proxy appointed by the legal representative. A legal representative who wishes to attend the meeting should produce his identity card or other valid documents evidencing his/her capacity as a legal representative. If appointed to attend the meeting, the proxy should produce his/her identity card and an authorisation instrument duly signed by the legal representative of the corporate shareholder.

3. Any Shareholder entitled to attend and vote at the 2013 AGM is entitled to appoint one or more persons (whether such person is a shareholder or not) as his proxy or proxies to attend and vote on his behalf.

4. The instrument appointing a proxy must be in writing under the hand of the Shareholder or his/her attorney duly authorised in writing. For a corporate Shareholder, the proxy instrument must be affi xed with the common seal or signed by its director or attorney duly authorised in writing.

5. For holders of Domestic Shares who wish to attend the 2013 AGM or any adjournment thereof, this form of proxy (together with a notarially certifi ed copy of the power of attorney or other authority (if any) if this form of proxy is signed by a person on behalf of the appointor) must be returned to the Bank’s Offi ce of the Board of Directors at 160 Shangzhi Street, Daoli District, Harbin 150010, Heilongjiang Province, China not less than 24 hours before the time for holding the 2013 AGM or any adjournment thereof. The above documents must be delivered by the holder of H Shares to the Bank’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time for holding the 2013 AGM or any adjournment thereof. If no direction is given, the proxy will be entitled to vote or abstain as he thinks fi t. The proxy will also be entitled to vote at his discretion on any resolution properly put to the 2013 AGM other than those referred to in the notice convening the 2013 AGM.

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NOTICE OF 2013 ANNUAL GENERAL MEETING

APPENDIX II

1. The register of members of the Bank will be closed from Wednesday, 21 May 2014 to Thursday, 19 June 2014 (both days inclusive), during which period no transfer of H Shares of the Bank will be effected. For unregistered holders of H Shares who intend to attend the 2013 AGM, all share certifi cates and the transfer documents must be lodged with the Bank’s H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Tuesday, 20 May 2014. The holder of H Shares whose names appear on the register of members of the Bank on or before the date will be entitled to attend and vote at the 2013 AGM.

2. The H Shares register of members of the Bank will be closed from Monday, 30 June 2014 to Friday, 4 July 2014 (both days inclusive), during which period no transfer of H Shares of the Bank will be effected. For unregistered holders of H Shares who wish to be eligible to receive the 2013 fi nal dividend, all share certifi cates and the transfer documents must be lodged with the Bank’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Friday, 27 June 2014. Shareholders whose names appear on the register of members of the Company on Friday, 4 July 2014 will be entitled to receive the 2013 fi nal dividend (subject to the approval by Shareholders at the 2013 AGM). The ex-dividend date for H Shares of the Bank is Thursday, 26 June 2014.

3. Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, each of the resolutions set out in the Notice of the 2013 Annual General Meeting will be voted by poll. Results of the poll voting will be published on the Bank’s website at www.hrbb.com.cn and the website of Hong Kong Exchanges and Clearing Limited at www. hkexnews.hk after the general meeting.

4. The 2013 AGM is estimated to last no longer than half a day. Shareholders who attend the meeting in person or by proxy shall bear their own traveling, dining and accommodation expenses.

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