Harbin Bank Co., Ltd. — AGM Information 2015

May 13, 2015

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.

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)

(1) WORK REPORT OF THE FIFTH SESSION OF THE BOARD OF DIRECTORS (2) WORK REPORT OF THE FIFTH SESSION OF THE BOARD OF SUPERVISORS

(3) 2014 ANNUAL FINANCIAL STATEMENTS

(4) 2015 FINANCIAL BUDGETS

(5) 2014 PROFIT DISTRIBUTION PLAN

(6) 2014 ANNUAL REPORT

(7) PROPOSED APPOINTMENT OF AUDITORS FOR 2015

(8) PROPOSED ELECTION AND RE-ELECTION OF DIRECTORS FOR THE SIXTH SESSION OF THE BOARD

(9) PROPOSED RE-ELECTION OF SHAREHOLDER REPRESENTATIVE SUPERVISOR AND EXTERNAL SUPERVISORS FOR THE SIXTH SESSION OF THE BOARD OF SUPERVISORS

(10) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS, RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS’ MEETINGS AND RULES OF PROCEDURE FOR THE BOARD OF SUPERVISORS’ MEETINGS (11) GENERAL MANDATE TO ISSUE ADDITIONAL H SHARES

AND

NOTICE OF 2014 ANNUAL GENERAL MEETING

A notice of the Annual General Meeting of the Bank to be held at Conference Hall A, Hotel Sofitel Wanda Harbin, 68 Ganshui Road, Xiangfang District, Harbin, Heilongjiang, China on Tuesday, 30 June 2015 at 8:30 a.m., is set out on pages 75 to 80 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 the Bank’s H Share Registrar, 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 (whose address is at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, Tel: 852-2862 8555) on or before Wednesday, 10 June 2015.

• 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.

14 May 2015

CONTENTS

			Page
DEFINITIONS		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			3
APPENDIX I –		BUSINESS OF THE ANNUAL GENERAL MEETING . . . . .	6
ANNEX A	–	WORK REPORT OF THE FIFTH SESSION OF THE
		BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . .	13
ANNEX B	–	WORK REPORT OF THE FIFTH SESSION OF THE
		BOARD OF SUPERVISORS. . . . . . . . . . . . . . . . . . . . . . . .	19
ANNEX C	–	2014 ANNUAL FINANCIAL STATEMENTS . . . . . . . . . . . . .	25
ANNEX D	–	BIOGRAPHICAL DETAILS OF THE DIRECTORS
		CANDIDATES FOR THE SIXTH SESSION OF
		THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	32
ANNEX E	–	BIOGRAPHICAL DETAILS OF THE CANDIDATES
		FOR THE SHAREHOLDER REPRESENTATIVE
		SUPERVISOR AND EXTERNAL SUPERVISORS
		FOR THE SIXTH SESSION OF THE BOARD OF
		SUPERVISORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	37
ANNEX F	–	PROPOSED AMENDMENTS TO THE ARTICLES
		OF ASSOCIATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	39
ANNEX G	–	PROPOSED AMENDMENTS TO THE RULES OF
		PROCEDURE FOR SHAREHOLDERS’ GENERAL
		MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	62
ANNEX H	–	PROPOSED AMENDMENTS TO THE RULES OF
		PROCEDURE FOR THE BOARD OF DIRECTORS’
		MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	63
ANNEX I	–	PROPOSED AMENDMENTS TO THE RULES OF
		PROCEDURE FOR THE BOARD OF SUPERVISORS’
		MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	71
NOTICE OF 2014 ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . .			75

– i –

DEFINITIONS

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

• “AGM” or “Annual General Meeting” or “2014 AGM”

• the 2014 annual general meeting or any adjourned meeting of the Bank to be held at Conference Hall A, Hotel Sofitel Wanda Harbin, 68 Ganshui Road, Xiangfang District, Harbin, Heilongjiang, China on Tuesday, 30 June 2015 at 8:30 a.m., a notice of which is set out on pages 75 to 80 of this circular

• “Articles of Association”

• the Articles of Association of the Bank, as amended, revised or supplemented from time to time

• “Bank” or “Company”

• Harbin Bank Co., Ltd. (哈爾濱銀行股份有限公司), a joint stock company established 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)

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

• “Board of Supervisors”

the board of supervisors of the Bank

• “CBRC”

China Banking Regulatory Commission

• “CSRC”

• China Securities Regulatory Commission

• “Company Law” or “PRC Company Law”

• the Company Law of the PRC (中華人民共和國公司法), as enacted and adopted by the Standing Committee of the Eighth National People’s Congress on 29 December 1993 and effective on 1 July 1994, as the same may be amended, supplemented and otherwise modified from time to time

• “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

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

– 1 –

DEFINITIONS

• “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

• “Harbin Bank Financial Leasing” Harbin Bank Financial Leasing Co., Ltd.

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

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “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

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

• “RMB” the lawful currency of the PRC

• “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

• “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

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

Independent Non-executive Directors: Mr. Ma Yongqiang Mr. Zhang Shengping Mr. He Ping Mr. Du Qingchun Mr. Wan Kam To Mr. Kong Siu Chee

Principal Place of Business in

Hong Kong:

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

To the Shareholders

Dear Sir/Madam,

1. INTRODUCTION

On behalf of the Board of Directors, I invite you to attend the AGM to be held at Conference Hall A, Hotel Sofitel Wanda Harbin, 68 Ganshui Road, Xiangfang District, Harbin, Heilongjiang, China on Tuesday, 30 June 2015 at 8:30 a.m. (registration will begin at 8:00 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.

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LETTER FROM THE BOARD

2. BUSINESS TO BE TRANSACTED AT THE AGM

The business to be transacted at the AGM is specified in the notice of the AGM set out on pages 75 to 80 of this circular. Ordinary resolutions to be proposed at the AGM for the Shareholders to approve include: (1) the Work Report of the Fifth Session of the Board of Directors; (2) the Work Report of the Fifth Session of the Board of Supervisors; (3) the 2014 annual financial statements; (4) the 2015 financial budgets; (5) the 2014 profit distribution plan; (6) the 2014 Annual Report; (7) the proposal on the appointment of auditors for 2015; (8) the proposal on the election and re-election of Directors for the sixth session of the Board of Directors; and (9) the proposal on the re-election of shareholder representative Supervisor and external Supervisors for the sixth session of the Board of Supervisors. Special resolutions to be proposed at the AGM for the Shareholders to approve include: (10) the proposal on the amendments to the Articles of Association; (11) the proposal on the amendments to the Rules of Procedure for Shareholders’ General Meetings; (12) the proposal on the amendments to the Rules of Procedure for the Board of Directors’ Meetings; (13) the proposal on the amendments to the Rules of Procedure for the Board of Supervisors’ Meetings; and (14) the proposal on granting a general mandate to issue additional H Shares to the Board of Directors.

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 sufficient and necessary information, we have provided detailed information in Appendix I to this circular, including explanation and information on the proposed resolutions to be approved at the AGM.

In addition, the “2014 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 2014 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 the Bank’s H Share Registrar, 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 Wednesday, 10 June 2015. 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).

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LETTER FROM THE BOARD

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

14 May 2015

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BUSINESS OF THE ANNUAL GENERAL MEETING

APPENDIX I

1. Work Report of the Fifth Session of the Board of Directors

On 30 March 2015, the “Work Report of the Fifth Session of the Board of Directors” 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 Work Report of the Board of Directors are set out in Annex A to this circular.

2. Work Report of the Fifth Session of the Board of Supervisors

On 27 March 2015, the “Work Report of the Fifth Session of the Board of Supervisors” 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 Work Report of the Board of Supervisors are set out in Annex B to this circular.

3. 2014 Annual Financial Statements

On 30 March 2015, the 2014 annual financial statements of the Bank (see Annex C to this circular for details) were considered and passed at the meeting of the Board which are currently proposed to the AGM for consideration and approval.

4. 2015 Financial Budgets

(1) Principal directions

With the value maximisation as the goal to strengthen standardised financial control, deepen overall cost management and foster healthy and sustainable business development.

(2) Proposed financial budgets

In 2014, operating expenses incurred by the Bank amounted to RMB3,571 million. In accordance with the principal directions for preparation of annual financial budget and annual operational goals, the 2015 total budget for operating expenses (net of business taxes and surcharges as well as non-business expenditure) will be capped at RMB4,360 million, of which RMB3,700 million, RMB360 million and RMB300 million will be allotted to the Bank, the village and township banks and Harbin Bank Financial Leasing respectively, and such amount represents an increase of RMB789 million or 22% as compared to the previous year. The cost-to-income ratio will be capped at 36% and such increase is mainly due to additional outlets, further technological investments, price inflation and depreciation and amortisation of assets. The budget excludes potential expenses for establishment of new holding subsidiaries.

Given the rapid business expansion of the Bank, the above budget may not be sufficient in case of development beyond expectation.

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BUSINESS OF THE ANNUAL GENERAL MEETING

APPENDIX I

5. 2014 Profit Distribution Plan

In accordance with the audit results for 2014 and provisions of the relevant laws and regulations, the 2014 profit distribution plan of the Bank is proposed as follows:

• (1) Allocation to the statutory surplus reserve: RMB357.355 million.

• (2) Allocation to the general risk reserve: RMB207.011 million.

• (3) Cash dividends will be 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 a week prior to the convening of the AGM (including the date on which the AGM is held). Total cash dividends are approximately RMB1,132.547 million. Based on the total number of Shares (10,995,599,553) as at 31 December 2014, RMB1.03 (tax inclusive) will be paid for every 10 Shares, representing a dividend ratio (calculated by dividing the dividends by the net profit of the Group attributable to the parent company in 2014) of 29.75%.

• (4) Undistributed profit amounting to RMB3,772.801 million will be carried forward to the next year.

To determine the identity of the Shareholders entitled to receive the final dividend, the H Share register of members of the Bank will be closed from Tuesday, 7 July 2015 to Sunday, 12 July 2015 (both days inclusive), during which period no share transfer will be registered. Any H Shareholder or Domestic Shareholder whose name appears on the Bank’s register of members on Sunday, 12 July 2015 is entitled to receive the final dividend. Those H Shareholders of the Bank who wish to receive the final dividend must deliver all the transfer documents together with relevant H Share certificates for registering share transfer no later than 4:30 p.m. on Monday, 6 July 2015 to the Bank’s H Share Registrar, Computershare Hong Kong Investor Services Limited (whose address is at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong). The dividend payment date for H Shares is expected to be 28 August 2015.

6. 2014 Annual Report

For details, please refer to the 2014 Annual Report of the Bank.

7. Proposal on the Appointment of Auditors for 2015

The Board has proposed the re-appointment of Ernst & Young and Ernst & Young Hua Ming LLP as the international and domestic auditors of the Bank for 2015 to provide annual audit and interim review for 2015 in respect of the consolidated and parent company financial statements of the Bank, and to provide other professional services in accordance with

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BUSINESS OF THE ANNUAL GENERAL MEETING

APPENDIX I

regulatory requirements and needs arising from the Bank’s actual business development. The aggregate fee for the audit of the parent company financial statements of 2015 and the review of the interim financial statements of 2015 (excluding miscellaneous expenses such as travel expenses, documentation and liaison expenses, which will be charged at rates determined by the Bank) will not exceed RMB4 million. The increase in fees as compared with those of 2014 is based on the following main considerations: (i) the workload increase arising from the expansion of parent bank’s business scale and business categories; (ii) the consolidated workload increase arising from the expansion of subsidiaries’ (24 village and township banks and Harbin Bank Financial Leasing) business scale.

8. Proposal on the Election and Re-election of Directors for the Sixth Session of the Board of Directors

Reference is made to the announcement of the Company dated 12 May 2015 on the proposed appointments of Directors. The term of office of all Directors of the fifth session of the Board of Directors, namely Mr. Guo Zhiwen, Mr. Liu Zhuo, Ms. Gao Shuzhen, Mr. Zhang Taoxuan, Mr. Chen Danyang, Mr. Cui Luanyi, Mr. Qin Hongfu, Mr. Ma Yongqiang, Mr. Zhang Shengping, Mr. He Ping, Mr. Du Qingchun, Mr. Wan Kam To and Mr. Kong Siu Chee, should have expired in April 2015. According to the provisions of the Company Law, where no election of new director is conducted in time and before the expiration of the term of office of a director or the number of directors is less than the required quorum as a result of the resignation of a director, the existing director(s) shall continue to serve as director(s) until the newly elected director(s) commence the new term of office. All the above Directors currently continue to serve as Directors until members of the six session of the Board of Directors assume their office.

The Board of Directors proposed that the sixth session of the Board of Directors shall comprise fourteen Directors, including three executive Directors, five non-executive Directors and six independent non-executive Directors. The Board of Directors further proposed to:

• (i) re-elect Mr. Guo Zhiwen and Mr. Liu Zhuo as executive Directors and elect Mr. Zhang Qiguang as an executive Director;

• (ii) re-elect Mr. Zhang Taoxuan, Mr. Chen Danyang, Mr. Cui Luanyi and Mr. Qin Hongfu as non-executive Directors and elect Mr. Ma Baolin as a non-executive Director; and

• (iii) re-elect Mr. Ma Yongqiang, Mr. Zhang Shengping, Mr. He Ping, Mr. Du Qingchun, Mr. Wan Kam To and Mr. Kong Siu Chee as independent non-executive Directors.

The appointment of the above Directors to be re-elected will become effective after obtaining approval at the AGM. The appointment of the proposed new Directors (namely, Mr. Zhang Qiguang and Mr. Ma Baolin), after obtaining approval at the AGM, will only become effective upon obtaining approvals from CBRC for their qualifications as Directors.

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BUSINESS OF THE ANNUAL GENERAL MEETING

APPENDIX I

The term of office of the new session of the Board of Directors will be three years. The term of office of the Directors to be re-elected will commence upon the approval of their re-election at the AGM until the expiration of the term of office of the sixth session of the Board of Directors. The term of office of the proposed new Directors will commence upon the approval by CBRC on their qualifications until the expiration of the term of office of the sixth session of the Board of Directors. The Company will provide remuneration for the executive Directors in accordance with provisions of its Remuneration Management Measures and provide allowance to the non-executive Directors and the independent non-executive Directors in accordance with provisions of its Directors’ Subsidies Management Measures .

Ms. Gao Shuzhen, an executive Director of the fifth session of the Board of Directors, will retire after the conclusion of the AGM. Ms. Gao Shuzhen has confirmed that she had no disagreement with the Board of Directors and there was no matter relating to her retirement that needs to be brought to the attention of the Shareholders.

For biographical details of the above Director candidates for the sixth session of the Board of Directors, please refer to Annex D to this circular.

9. Proposal on the Re-election of Shareholder Representative Supervisor and External Supervisors for the Sixth Session of the Board of Supervisors

Reference is made to the announcement of the Company dated 12 May 2015 on the proposed appointments of shareholder representative Supervisor and external Supervisors. The term of office of all Supervisors of the fifth session of the Board of Supervisors, namely Mr. Zhang Bin, Ms. Cheng Yun, Ms. Wang Ying, Mr. Chen Yutao, Ms. Lu Yujuan, Ms. Bai Fan, Mr. Wang Jiheng and Ms. Meng Rongfang, should have expired in April 2015. According to the provisions of the Company Law, where no election of new supervisor is conducted in time and before the expiration of the term of office of a supervisor or the number of supervisors is less than the required quorum as a result of the resignation of a supervisor, the existing supervisor(s) shall continue to serve as supervisor(s) until the newly elected supervisor(s) commence the new term of office. As such, the above Supervisors currently continue to serve as Supervisors until members of the sixth session of the Board of Supervisors assume their office.

The Company received a proposal from the Board of Supervisors on 12 May 2015 in respect of the proposed appointment of five Supervisors, and will propose an ordinary resolution at the AGM to re-elect Ms. Lu Yujuan as shareholder representative Supervisor and re-elect Ms. Bai Fan, Mr. Wang Jiheng and Ms. Meng Rongfang as external Supervisors to the sixth session of the Board of Supervisors. The term of office of the new session of the Board of Supervisors will be three years. The term of office of the shareholder representative Supervisor and external Supervisors to be re-elected at the AGM will commence upon the approval of their re-election at the AGM until the expiration of the term of office of the sixth session of the Board of Supervisors.

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BUSINESS OF THE ANNUAL GENERAL MEETING

APPENDIX I

According to the Articles of Association, the employee representative Supervisors shall be elected and appointed by the employee representatives general meeting of the Company and do not require Shareholders’ approval. The Company will provide allowance to the shareholder representative Supervisor and the external Supervisors in accordance with provisions of Supervisors’ Subsidies Management Measures .

For biographical details of the above candidates for shareholder representative Supervisor and external Supervisors for the sixth session of the Board of Supervisors, please refer to Annex E to the circular.

10. Proposal on the Amendments to the Articles of Association, Rules of Procedure for Shareholders’ General Meetings, Rules of Procedure for the Board of Directors’ Meetings and Rules of Procedure for the Board of Supervisors’ Meetings

Reference is made to the announcement of the Bank dated 30 March 2015 in relation to the proposed amendments to the Articles of Association, Rules of Procedure for Shareholders’ General Meetings, Rules of Procedure for the Board of Directors’ Meetings and Rules of Procedure for the Board of Supervisors’ Meetings. In order to further regulate and optimise the corporate governance of the Bank, the Board of Directors proposed to make amendments to the Articles of Association, the Rules of Procedure for Shareholders’ General Meetings and the Rules of Procedure for the Board of Directors’ Meetings, and the Board of Supervisors proposed to make amendments to the Rules of Procedure for the Board of Supervisors’ Meetings in accordance with the procedures and requirements under relevant laws and regulations. The resolutions are now proposed to the AGM to consider and approve by way of special resolutions and further: (i) authorise the Board of Directors to make corresponding adjustments and modifications (including without limitation the wording, sections and terms) to the Articles of Association approved by the AGM in accordance with the requirements and opinions of relevant domestic and offshore government or regulatory authorities; (ii) authorise the Board of Directors to make corresponding adjustments and modifications (including without limitation the wording, sections and terms) to the Rules of Procedure for Shareholders’ General Meetings and the Rules of Procedure for the Board of Directors’ Meetings approved by the AGM in accordance with the requirements and advice of relevant domestic and offshore government or regulatory authorities and shareholders’ general meeting; and (iii) authorise the Board of Supervisors to make adjustments and modifications (including without limitation the wording, sections and terms) to the Rules of Procedure for the Board of Supervisors’ Meetings approved by the AGM in accordance with the requirements and advice of the relevant domestic and offshore government or regulatory authorities and shareholders’ general meetings. The amended Articles of Association approved by the AGM will be submitted to the CBRC Heilongjiang Bureau for its review and approval, and shall take effect upon the approval by the CBRC Heilongjiang Bureau. Details in relation to the amendments to the Articles of Association, Rules of Procedure for Shareholders’ General Meetings, Rules of Procedure for the Board of Directors’ Meetings and Rules of Procedure for the Board of Supervisors’ Meetings are set out in Annex F, G, H and I to this circular respectively.

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BUSINESS OF THE ANNUAL GENERAL MEETING

APPENDIX I

11. Proposal on granting a general mandate to issue additional H Shares to the Board of Directors

To meet the needs of the Bank’s development, it is proposed that the AGM considers and approves granting the Board a general mandate to issue additional H Shares by way of a special resolution, the details of which are as follows:

• (1) Subject to the conditions set out below, the Board be 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:

• (a) save as in relation to offers, agreements or options made or granted by the Board during the Relevant Period (defined as below) which might require to be conducted or exercised after the end of the Relevant Period, the mandate shall not exceed the Relevant Period;

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

• (c) the Board will only exercise its power under the mandate mentioned above in accordance with the PRC Company Law (as amended from time to time) and the Hong Kong Listing Rules (as amended from time to time) and after obtaining the approvals of CSRC and/or other relevant PRC government authorities.

• (2) The “ Relevant Period ” means the period from the date of passing the relevant resolution until the earliest of:

• (a) the conclusion of the next annual general meeting of the Bank following the passing of the relevant resolution;

• (b) the expiration of the 12-month period following the passing of the relevant resolution; or

• (c) the revocation or variation of the authority granted under the relevant resolution by a special resolution at a general meeting of the Bank.

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BUSINESS OF THE ANNUAL GENERAL MEETING

APPENDIX I

• (3) After the issue of new H Shares pursuant to the relevant resolution, the Board or the person authorised by the Board is hereby authorised to:

• (a) approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the issue of such new H Shares, including but not limited to determining the time and place of issue, making all necessary applications to the relevant authorities and entering into underwriting agreements (or any other agreements);

• (b) determine the use of proceeds and make necessary filings and registrations with the relevant authorities in the PRC, Hong Kong and other jurisdictions; and

• (c) increase the registered share capital of the Bank following the issue of new H Shares and make such amendments to the Articles of Association as it thinks fit so as to reflect the corresponding changes in registered share capital, total share capital and shareholding structure of the Bank.

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WORK REPORT OF THE FIFTH SESSION OF THE BOARD OF DIRECTORS

ANNEX A

With the strong support of all Shareholders and the effective supervision of the Board of Supervisors, the fifth session of the Board of Directors of the Bank has, since its establishment in April 2012, been compliant with all regulatory requirements and listing rules, faithfully fulfilled their fiduciary obligations and monitoring roles. By remaining steadfast in performing its duties diligently and faithfully and in managing its strategies, capital, the senior management, risks and information disclosure, the Bank overcame difficulties and challenges and achieved sound results.

As at the end of 2014, the total assets of the Bank amounted to RMB343,600 million, representing an increase of RMB142,800 million or 71% compared to the end of 2011. The balance of deposits amounted to RMB232,200 million, representing an increase of RMB90,600 million or 64% compared to the end of 2011. The balance of loans amounted to RMB121,000 million, representing an increase of RMB61,400 million or 103% compared to the end of 2011. Net profit amounted to RMB3,841 million, representing an increase of RMB2,130 million or 124.5% compared to the end of 2011. Net capital amounted to RMB30,160 million, representing an increase of RMB18,820 million or 166% compared to the end of 2011. Capital adequacy ratio amounted to 14.63%, representing an increase of 1.62 percentage points compared to the end of 2011. The number of branches was 332, representing an increase of 139 or 72% compared to the end of 2011. The steady enhancement seen in the operating results and regulatory indicators of the Bank would not be possible without the strict regulation and strong support of the regulators. The regulatory rating of the Bank has been standing above grade II for six consecutive years, and is expected to remain so for 2014, which is ahead of many city commercial banks in China. According to The Banker, the Bank ranked 282nd among the Top 1000 World Banks in 2014, making a great leap forward by 31 places as compared to last year.

For the past three years, the fifth session of the Board had been following the “2011-2015 Development Plan” and continuously improved the corporate governance and reinforced itself and the senior management. In addition, it adopted “Technological Management”, “Risk Management” and “Brand Management” as its annual themes for the past three years and initiated various projects in enhancing the level of capital management, risk management, information technology and customer service and fulfilling corporate social responsibility.

• (I) Successful completion of the listing, laying a sound foundation of development . In 2012, the Bank, with the support of regulators and government authorities, officially commenced its preparations for listing of its A shares. In April 2013, the Board, in accordance with the changes in the market environment and regulatory policy, changed from applying for A share listing to H share listing, and the Bank’s H shares were listed for trading on 31 March 2014 upon obtaining the approval by the Hong Kong Stock Exchange. During the two years of preparations for the listing, which comprised unfamiliar working procedures, heavy fundamental work, complicated historical legacies and a tight schedule, the Board led the staff of the Bank to proceed with key work items such as due diligence, the compliance audit, listing preparation, asset ownership determination and equity interest reorganisation. The Bank proactively reported to the CSRC, CBRC and government

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WORK REPORT OF THE FIFTH SESSION OF THE BOARD OF DIRECTORS

ANNEX A

authorities on progress of the listing, and properly handled all feedbacks and completed all rectifications. Through the listing, the Bank raised net proceeds amounting to RMB6,200 million, which was the third biggest IPO in the Hong Kong capital market during the first half of 2014. More importantly, quality investors such as Fubon Life Insurance from Taiwan and CITIC Capital from Hong Kong were introduced to the Bank, laying a sound foundation for its sustainable development.

• (II) Reinforcement of the Board and faithfully and diligent performance of the Board’s duties . First of all, the fifth session of the Board optimised its composition by adding a vice chairman and re-nominated the independent Directors by adding two experienced and dedicated independent Directors from Hong Kong. The total number of independent Directors amounted to six, accounting for more than two fifths of its composition, which was not only in compliance with requirements of the Hong Kong Stock Exchange on listed companies, but also provided better protection to the interests of customers and minority Shareholders of the Bank. Secondly, it revised its relevant rules with high standards. Pursuant to regulatory requirements on banks and securities in the mainland China and Hong Kong, the Bank considered and revised its key rules such as the Articles of Association in order to further standardise its operational mechanisms and improve its decision-making procedures in terms of scientificity and transparency. Thirdly, it enhanced its operational quality and efficiency. From April 2012 to March 2015, the fifth session of the Board organised and convened six shareholders’ general meetings at which 72 resolutions or reports were considered, and 28 Board meetings at which 220 resolutions or reports were considered, representing an average of nine Board meetings and 72 resolutions each year, which also represented the period during which the Bank convened the most Board meetings and passed resolutions relating to the most extensive matters. Pursuant to the Hong Kong Listing Rules, the Board had also arranged regular meetings between the chairman and independent Directors. Fourthly, it enhanced the decision-making capacity of the Directors. In order to help Directors understand particulars of the operation of the Bank, it organised site visits to Harbin, Tianjin, Chengdu, Chongqing and Gansu, and by reporting to the Board significant issues identified during such visits, this served to substantiate the contributions by the Directors.

• (III) Enhanced corporate governance and established good relationship with investors . Firstly, the Board focused on the management on investor relationship. Leveraging the listing of the Bank in Hong Kong, the Board strived to enhance the coverage and effectiveness of investor communication through various methods and means such as convening press conference, analyst meeting, result announcement press conference and roadshow. This deepened investors’ recognition and understanding of the Bank, and enhanced the Bank’s investment value and core competitiveness, thereby safeguarding the interest of investors. Secondly, the Board optimised the functions of the Board of Supervisors. Through adding a new position of the vice chairman of the Board of Supervisors and appointing new supervisors

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WORK REPORT OF THE FIFTH SESSION OF THE BOARD OF DIRECTORS

ANNEX A

and replacing existing supervisors, the Board of Supervisors is additionally responsible for performance appraisal of the departments under the head office, and assessing the execution of strategic plans. Hence, the capability of the Board of Supervisors in conducting supervisory appraisal and strategic supervision continued to be enhanced. Thirdly, the Bank has strengthened the senior management team. In 2012, through nomination by the President, four home-grown senior officers in the Bank were appointed as vice president and assistants to president, respectively. In 2013, the Bank for the first time appointed senior management by hiring through the market, which provided a solid foundation for enhancing the operating and management capabilities of the Bank. Fourthly, we optimised the communication and reporting system. Through participating in general meetings, attendance at the Board meetings and supervisors’ meetings, the exchange and communication channels of the “Three Meetings and One Level” have continuously been optimised. Over the past three years, a total of 11 meetings of the office of the chairman and 10 special topic meetings of the chairman were held. By further enhancing the communication between the Board and the operating management level, the Board’s capability on research and decision making has continuously been enhanced. Fifthly, the Bank has optimised the information disclosure system. The Board has formulated the “Information Disclosure Management Regulations” and the “Implementing Rules for Information Disclosure Management Regulations”, enhanced its works on the publication of interim report, and strengthened proactive and transparent information disclosure. In 2014, the Bank published over 140 disclosure documents on the websites of Hong Kong Stock Exchange and the Bank’s own website. There was a significant increase in the types and frequency of information disclosure with further expansion of the information channels for communication with shareholders and the public, thereby building up a better investor relationship.

• (IV) Supervised the implementation of the strategic development plan and grasped the development direction of the Bank . During the process of the listing in Hong Kong, the unique microcredit business of the Bank became one of the major features which attracted the investors who subscribed our shares. As at the end of 2014, the balance of microcredit of the Bank amounted to RMB80,837 million, which was doubled as compared to the end of 2011. The balance of microcredit represented 65.2% of the total loans, and continued to maintain over 60% for four successive years. Interest income from the microcredit business amounted to RMB6,565 million, representing 68% of the total interest income. In 2012, the Bank was the first to transfer microcredit technology, which was the first among its peers. As at the end of 2014, the Bank completed the technology transfers to over 20 financial institutions and assisted in the training of an aggregate of 390 microcredit personnel. In addition, the Bank became the only commercial bank which was honored as the “National Advanced Unit of Financial Services for Small Enterprises” granted by CBRC for five successive years.

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WORK REPORT OF THE FIFTH SESSION OF THE BOARD OF DIRECTORS

ANNEX A

• (V) Enhanced capability in capital management and effective protection of shareholders’ interest . The Board formulated and passed the Capital Management Planning for 2013-2018, which stipulated the goal, management principle and replenishment measures for capital management of the Bank. Meanwhile, it formulated annual capital replenishment plan based on the development needs of the Bank, and prepared targeted capital replenishment proposal. In respect of capital replenishment, through introducing new domestic legal person shareholders, share conversion and share increase, H share listing and profit retention, the net capital of the Bank increased to RMB30,100 million from RMB11,300 million during the past three years, representing an increase of 2.66 folds. The registered capital of the Bank increased to RMB10,900 million from RMB6,190 million, representing an increase of 1.76 folds. Hence, our capital base had greatly enhanced. In respect of capital return, based on the 2014 Profit Distribution Plan (Proposal), the Bank intended to distribute dividend of RMB1.03 per 10 shares. It is expected to distribute cash dividend of RMB1,138 million, representing 29.9% of the Bank’s distributable profits for 2014. Based on the 2014 Profit Distribution Plan and upon preliminary estimation, during the past three years, the Bank issued a total of 690 million bonus shares to overseas and domestic shareholders and distributed over RMB1,700 million cash dividend. This reflected the Bank’s adherence to the protection of the interest of its shareholders, and its objective and determination to provide stable return for shareholders.

• (VI) Promoted external investment and gradually realising comprehensive operation . As at the end of 2014, investment by the Bank in financial institutions controlled or invested by the Bank amounted to RMB3,800 million. Our external investment recorded satisfactory results. Firstly, the Board established Harbin Bank Financial Leasing Co., Ltd. The registered capital of Harbin Bank Financial Leasing was RMB2,000 million, of which RMB1,600 million was contributed by the Bank, representing 80% of its registered capital. The Bank became the second commercial bank to have established a financial leasing company in the PRC, which was an important step towards comprehensive development. Secondly, the Board promoted the reform on the board of directors of its village and township banks by establishing a new Operational and Technology Committee under the board of directors. The Committee serves to provide guidelines for the board of directors to further enhance the functions of the various specialised committees, promote the legal entity functions of the village and township banks and strengthen the serving and supporting capability of the board of directors. As at the end of 2014, the 24 village and township banks controlled by the Bank realised profits attributable to the parent company for the year in excess of RMB200 million, which was a significant contribution to the development of the Bank. Thirdly, leveraging the opportunities arising from expansion of pilot consumer finance companies by the state, the Bank is proactively seeking investment opportunity in non-banking financial institutions, such as the establishment of a consumer finance company.

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WORK REPORT OF THE FIFTH SESSION OF THE BOARD OF DIRECTORS

ANNEX A

• (VII) Reformed the business management system to meet the challenges in market changes . Firstly, the Bank conducted branch reform and was the first bank to complete branch reform in the province. It reorganised and consolidated the functions of departments of the branches, downsized the work force and replenished the marketing team of the branch. Secondly, combining market demands and special features of the Bank, the Bank set up a specialised business department with centralised power to manage inter-bank businesses among branches, to implement front-end, middle-end and back-end separate risk management, and integrate inter-bank businesses into the scope of total risk management. Thirdly, the Board proactively promoted the reform in business division to realise professional operations. It also adopted various control modes to avoid business risks, shortened the operating chain and management radius, reduced management costs as well as the customer financing cost in order to offer enhanced quality services to customers.

• (VIII) Strict risk management to foster a sound compliance culture . The Board adhered to a prudent risk appetite through the past three years. It paid close attention to high-risk sectors such as real estate and over-capacity industries; kept a close eye on changes in the quality of export-oriented, resource-oriented regional credit; focused on risk investigation in the business of credit, inter-bank, notes and financial management; strengthened consolidated accounts management, unified credit and internal transaction management; and proceeded with setting up a risk management system based on group development. Meanwhile, the Board regularly listened to reports on risk management and internal control; reviewed special reports on credit risk, liquidity risk, market risk and operation risk; and made suggestions and comments on risk governance structure, technical application in risk management as well as risk management system construction. Through the development of a comprehensive risk management system and implementing the new Basel Capital Accord, the Bank proceeded smoothly in key risk management work in risk monitoring and precaution system, risk appetite policy and credit quality management system, and business operating processes. Risk management work has developed from the previous linear approach based on single linear line of business to combined managing risks on a business-by-business basis, with risk management conducted throughout the entire work flow in a more systematic and centralised manner.

• (IX) Strengthened the construction of information technology, and pushed for customer service transformation . The fifth session of the Board comprehensively pushed forward information technology management consulting projects. Project developments such as the end-to-end loan system, data platform, process bank and centralised customer information system were fully completed, which in turn provided full coverage and support to the business. The Board actively advocated the concept of “customer focused” service by setting up a “services transformation leading group office”, which conducted a lot of works related to service transformation. Service procedures were substantially streamlined which shortened the waiting time of customers. Moreover, supported by external consulting firms, the project on implementation of “operation concentration” has progressed smoothly, which is conducive to efficiency improvement, risk management and cost reduction.

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WORK REPORT OF THE FIFTH SESSION OF THE BOARD OF DIRECTORS

ANNEX A

• (X) Upholding the principle of “inclusive finance” and practicing social responsibility . Firstly, in order to protect the legal rights of consumers, the Board led all employees to work together to optimise procedures, improve service quality, enhance user experiences, popularise financial knowledge, spread correct idea about financial investment, and, therefore, the protection of consumers’ rights and interest was in place. Secondly, in order to actively participate in public welfare undertakings, the Board set up the Hong Yi Study Fund (弘毅助學基金) to support elementary schools, offer help to college kids for internship, and support the development of educational undertakings. By funding urban intelligent facilities construction, the Board improved the cultural life of communities, and made daily life more convenient. The Board offered help and support to the weak and the poor, fought against earthquake and relieved disasters, and improved infrastructure in rural areas, thus actively spread positive energy through practical actions. Thirdly, the Bank continuously explored green credit business modes that suit the Bank and continuously improved management capability in green credit. Meanwhile, the Board promoted diligent and thrifty office management and environmental conservation. It also organised tree planting campaign among employees and customers, taking practical action under the environmental protection concept of “green, low carbon and recycling”. Recently, a Corporate Social Responsibility Report was issued by the Bank for the first time, in which, our practical action and firm determination of “Inclusive Finance, Harmonious development” is fully described to domestic and foreign investors, and the public. We sincerely hope that the society would be a better place.

During the past three years, the Bank had made most breakthroughs with the biggest leap in investment value since its establishment. All Directors of the fifth session of the Board have performed their duties honestly and diligently in decision-making as well as supervision in order to protect the rights and interests of both customers and shareholders. We believe that the new session of the Board will inherit and develop the good tradition, perform duties honestly and diligently, and make great contribution to fulfill the Bank’s strategic objective as the domestic first-class and a world renowned microfinance bank by turning the Bank as a leading listed bank.

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WORK REPORT OF THE FIFTH SESSION OF THE BOARD OF SUPERVISORS

ANNEX B

Under the supervision and guidance of the CBRC, Heilongjiang Office and with the full support and cooperation from the Board and senior management of the Company, the fifth session of the Board of Supervisors of Harbin Bank Co., Ltd. performed its duties mandated by the Company Law and the Articles of Association with due diligence and in good faith. It had completed all tasks in a satisfactory manner. We hereby report our work for the year as follows:

I. Principal work of the fifth session of the Board of Supervisors

(I) Convening meetings of the Board of Supervisors and performing supervisory duties in accordance with law

The Board of Supervisors operates strictly in accordance with the law, duly performs its duties, and convenes regular meetings of the Board of Supervisors and its specialised committees. From April 2012 to March 2015, the Board of Supervisors convened 18 meetings in total. Over 50 resolutions were considered at the meetings, including the work report, periodic report, performance assessment report and economic responsibility audit report of the Board of Supervisors, relevant rules and regulations of the Board of Supervisors and nomination of supervisors. The specialised committees convened 21 meetings, and considered over 30 resolutions. All supervisors had duly performed their duties and timely attended regular meetings. During the meetings, they participated in discussions, and expressed their independent and objective opinions. All supervisors attended meetings in person and for those who failed to attend the meetings in person, they had appointed other supervisors to exercise their votes on the resolutions. The number of meetings convened and the convening procedures were in compliance with regulatory requirements.

In addition, the supervisors in-attended at the general meetings of the Bank and the meetings of the Board of Directors in accordance with the requirements of the law. The chairman and vice chairman of the Board of Supervisors attended some of the Bank-wide operation and working meetings. By participating in these meetings, the Board of Supervisors supervised compliance with agenda and resolutions of the meetings, as well as the performance of duties of the Directors and the senior management.

(II) Continuously enhancing the building up of systems and regulations, thereby ensuring the compliance of the Board of Supervisors

The fifth session of the Board of Supervisors strived to establish sound systems and regulations in order to perform its duties in accordance with the law and to effectively exercise its supervisory functions.

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WORK REPORT OF THE FIFTH SESSION OF THE BOARD OF SUPERVISORS

ANNEX B

Firstly, the Board of Supervisors actively participated in the amendments to the Articles of Association. Based on the development trend of the Bank and regulatory requirements, it timely provided opinions and recommendations in respect of the amendments to the Articles of Association of the Bank.

Secondly, we continuously optimised the various systems and regulations of the Board of Supervisors based on supervisory and listing regulatory requirements. During the year, we amended the Rules of Procedure for Board of Supervisors, and revised and formulated the Working Procedures for Specialised Committees under the Board of Supervisors, the Measures on Election of Supervisors and the Administrative Measures on Subsidies for Supervisors. The amendments to the systems and regulations helped optimise the corporate governance structure, define the scope of responsibilities and the terms of authorities and obligations of the relevant corporate governance bodies, as well as establish and optimise a more effective balancing mechanism.

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

The Board of Supervisors has been exploring innovative operating ideas, by integrating research and supervision, performance appraisal and interviews thereby innovating the methods on the implementation of opinions; and by attending to the matters that required attention and to suggestions by timely following-up and interviews, supervised the implementation of improvements measures. During the year, the Board of Supervisors, in accordance with its duties, focused on the performance of obligations of the Bank’s Board of Directors and the senior management, financial activities, risk management and internal control, and organised and conducted relevant events. First, each year, we organised interaction activities on internal control with the senior management and exchanged views and suggestions with them on topics such as strategy implementation, overall risk control, bad debts management and measures to be taken as to achieve operating goals and enhance corporate value under the macroeconomic environment. Second, we conducted performance appraisals of the departments under the headquarters by focusing on strategy implementation, work quality and efficiency and management of compliance risk. Third, we conducted interviews with departments under the headquarters and listened to their on-site reports, focusing mainly on a number of interviews with the departments of internal audit, compliance management, risk assets and other relevant departments, and paying special attention on various types of risk management and compliant operation. Fourth, we organised on-site supervisory inspections and interviews with a number of branches and village and township banks with focus on operation and risk control of distant branches and investment institutions. We also conducted research and inspection activity with the board of directors of the village and township banks on topic of the “Solutions for the Remuneration and Incentive Restrictions of the Village and Township Banks Established by Harbin Bank”.

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WORK REPORT OF THE FIFTH SESSION OF THE BOARD OF SUPERVISORS

ANNEX B

The Board of Supervisors paid close attention to the various risk exposure of the Bank and relevant control measures. During the process of interviews, research, supervision and inspection, we focused on risk and internal control, financial activities, strategies implementation, product innovation, asset and liability management and performance management, and provided tailored opinions and recommendations. We prepared meeting minutes and relevant research and inspection reports, and reported to the Board of Directors, senior management and investment holdings institutions for reference in decision-making and operation.

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

In accordance with relevant regulatory rules, the Articles of Association and the requirements relating to the evaluation of performance by the Board of Supervisors, we organised and conducted appraisal work on the performance of the Board of Directors, senior management and its members. Through in-attending meetings of the Board of Directors and the senior management, collecting corporate operating information of the Bank and conducting interviews, research and inspection, we reported on the performance of the Board of Directors and the senior management to the general meeting and filed relevant filing with the relevant regulatory departments. During the progress of supervision on performance of duties and by combining with the ordinary course of business of the Directors and senior management, we focused on the supervision of performance duties by the Board of Directors, senior management and its members in respect of major strategic decision and relevant implementation, operation and management, risk and internal control management in accordance with laws and regulations.

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

To further optimise the supervisory functions of the Board of Supervisors, appraisal of the headquarters’ departmental performance was included in the supervisory work scope of the Board of Supervisors during the year. We formulated relevant appraisal proposals and measures, and optimised the appraisal system, aiming to enhance the quality, efficiency and improvement works regarding operation and management, and facilitate the implementation of major works and the strategies formulated by the Board of Directors. Through appraisal and supervision, the Board of Supervisors had a better understanding on the operating condition and the implementation of strategies, thereby discovered and alerted risk exposure in a timely manner. This facilitated the implementation of our strategic plans, and effectively enhanced the strategic supervisory capability of the Board of Supervisors. Meanwhile, the appraisal results were used in the performance assessment of the senior management. This strengthened the foundation of the performance assessment conducted by the Board of Supervisors, thereby increasing the standard of performance supervision and assessment.

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WORK REPORT OF THE FIFTH SESSION OF THE BOARD OF SUPERVISORS

ANNEX B

(VI) Enhancing our development capabilities of in order to provide solid foundation for duties performance

Firstly, we optimised the composition of the Board of Supervisors, thereby enhancing the standard of duties performance and supervision. During the year, the Board of Supervisors further optimised its composition. It had increased the proportion of employee supervisors, and appointed one audit expert as an external supervisor of the Bank. Hence, the supervisory capabilities of external supervisors had further strengthened. The proportion of employee supervisors and external supervisors had met relevant regulatory requirements. We had changed one external supervisor and one shareholder supervisor based on individual nominations. The optimisation of composition of Board of Supervisors had further increased the supervisory standard in the performance of its duties.

Secondly, we fully utilised the expertise of our external supervisors. We arranged external supervisors to provide trainings on regulated operation of listed companies to the senior management and mid-level executives of the Bank to further enhance their awareness of listing and to develop consciousness to regulate personal and operational behaviours, which attained good results. During the exchange programmes on internal control with senior management, external supervisors played an important role in acting as major interviewers. Apart from understanding the operations of the Bank thoroughly, they also provided various constructive opinions and recommendations on the operation and development of the Bank. We organised external supervisors in participating in research and interview with the village and town banks, thereby promoting the regulated development of investment institutions.

Thirdly, we organised study programmes and trainings in respect of regulatory laws and listing regulations. We arranged study programmes for all supervisors and office members of the Board of Supervisors to gain understanding from the Guidelines on the Duties of the Board of Supervisors and Guidelines on the Corporate Governance of Commercial Banks promulgated by the CBRC, as well as the Opinions on Further Promoting Regulated Operation and Deepening Reform of Foreign-Listed Companies promulgated by the State Economy and Trade Committee and the China Securities Regulatory Commission. Hence, the supervisory works of the Board of Supervisors had further standardised. In addition, the Board of Supervisors organised and participated in training on new rules and practices of internal control led by the internal audit department with a view to strengthening awareness of internal control and understanding of new rules and listing regulations. We also participated in the trainings for the directors, supervisors and senior management on corporate governance, laws, financial, deposit insurance and listing matters.

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WORK REPORT OF THE FIFTH SESSION OF THE BOARD OF SUPERVISORS

ANNEX B

Fourthly, we strengthened the exchange with other banks and external auditors. We exchanged experience with the board of supervisors of Minsheng Bank, and arranged exchange visits for other banks including Bank of Tianjin, Beibu Gulf Bank and Bank of Xi’an. We also exchanged experience with other banks in terms of supervision on duty performance and strategic evaluation, thereby improving the supervisory ability of the Board of Supervisors. When exchanging experience with external auditors, we learnt their latest ideas on risk control and financial management, thereby strengthening our financial supervisory ability.

Fifthly, we jointly edited and released “the Internal Reference” with the Board of Directors. The Board of Supervisors released information relating to the supervisory policies and its main activities, which provided references for the decision-making of the Board of Directors and senior management and for the duty performance of the Supervisors.

Sixthly, we effectively enhanced the performance capability of supervisors. All supervisors under the Board of Supervisors had persistently implemented various economic and financial policies of the state throughout the year. They had duly and faithfully exercised their authorities in accordance with state laws and regulations, as well as the Articles of Association. While proactively performing various duties, all supervisors proactively participated in trainings, research, interviews, meetings and inspections organised by the Company, thereby continuously enhanced their ability in performing duties.

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 shareholders have been identified.

(II) Truthfulness of the financial reports

During the reporting period, the annual financial report of the Company was audited by Ernst & Young Hua Ming LLP (Special General Partnership) and Ernst & Young in accordance with the PRC and international auditing standards, respectively, who have issued unqualified audit reports in respect thereof. The Board of Supervisors is of the view that the Company’s financial reports for the year are true, accurate and complete representations of the Company’s financial conditions and operating results.

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WORK REPORT OF THE FIFTH SESSION OF THE BOARD OF SUPERVISORS

ANNEX B

(III) Connected transactions

During the reporting period, the Risk Management and Connected Transaction Control Committee under the Board of Directors and other relevant departments of the Bank confirmed, examined and disclosed connected transactions in accordance with pertinent provisions of the “Administration Measures on Connected Transactions” of the Bank. 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 been identified.

The fifth session of 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, faithfully performed their duties, strengthened supervisory works, standardised operations, enhanced the existing systems and the works of Board of Supervisors, and increased the effectiveness of various committees under the Board of Supervisors, thereby providing security for the standardised operation and healthy development of Harbin Bank. In 2015, the Board of Supervisors will continue to strengthen the supervisory works on the Bank’s financial activities, internal control risks and performance of due diligence works to further enhance the corporate governance standards of the Bank, strengthen the foundation of supervisory work and enhance the effectiveness of supervision while optimising the mechanism of its supervisory work to safeguard the healthy development of the Bank in strict accordance with regulatory requirements applicable to a listed company.

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2014 ANNUAL FINANCIAL STATEMENTS

ANNEX C

I. Overall operation

In 2014, faced with a slower speed in domestic economic growth, accelerated reform of the financial market, more stringent regulatory policies and intensified industry competition, the Bank, under the leadership of the Board and supervision of the Board of Supervisors, proactively met challenges posed by such changes, accelerated its business transformation, strictly adhered to the microcredit development strategy, and through stable and diversified operations, strengthened its risk management and explored transformation models, thereby achieving continued growth in profitability.

The Group (based on the International Financial Reporting Standards; the same below) recorded net profit of RMB3,841 million, representing an increase of RMB470 million or 13.93% as compared to the previous year. Net profit attributable to equity holders of the parent company amounted to RMB3,807 million, representing an increase of RMB456 million or 13.62% as compared to the previous year. Basic earnings per share amounted to RMB0.37, representing a decrease of RMB0.04 as compared to the previous year. Return on average equity was 15.46%, while return on average total assets was 1.15%.

As at the end of 2014, the Bank had a balance of non-performing loans of RMB1,400 million, representing an increase of RMB496 million from the beginning of the year. NPL ratio amounted to 1.13%, representing an increase of 0.28 percentage points from the beginning of the year, with overall asset quality kept at a manageable level. The increase in non-performing loans and NPL ratio was mainly attributable to an upward pressure upon non-performing loans due to the impacts of slower economic growth and promoted industry restructuring on certain industries such as steel trading and the impact of natural disasters in the Heilongjiang region last year resulting in an increase in non-performing loans to farmers in such region. Impairment coverage ratio and impairment losses on loans ratio amounted to 208.33% and 2.35%, which decreased by 60.01 percentage points and increased by 0.06 percentage points from the beginning of the year, respectively.

Table 1: Key accounting figures and financial indicators

Unit: RMB’00 million and %

	Item 2014 2013 1. Profitability 1.1 Net profit 38.41 33.71 Of which: Net profit attributable to equity holders of the parent company 38.07 33.50 1.2 Return on average equity 15.46% 18.36% 1.3 Return on average total assets 1.15% 1.14% 1.4 Basic earnings per share (RMB) 0.37 0.41 1.5 Net interest margin (NIM) 2.71% 2.64%

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2014 ANNUAL FINANCIAL STATEMENTS

ANNEX C

Item						2014		2013
2.	Profit structure
	2.1	Net fee and commission income to
		operating income				15.61%		14.60%
	2.2	Cost-to-income	ratio			35.04%		35.85%
3.	Asset quality
	3.1	Balance of non-performing loans				14.00		9.04
	3.2	NPL ratio				1.13%		0.85%
	3.3	Impairment coverage ratio			208.33%		268.34%
	3.4	Impairment losses on loans ratio				2.35%		2.29%
4.	Capital adequacy ratio
	4.1	Core tier 1 capital adequacy ratio (under
		the new measures)				13.94%		10.68%
	4.2	Tier 1 capital adequacy ratio (under the
		new measures)				13.94%		10.68%
	4.3	Capital adequacy ratio (under the new
		measures)				14.64%		11.95%

II. Key incomes and expenses

• (I) Operating income. The Bank recorded operating income of RMB10,253 million, representing an increase of RMB1,709 million or 20.00% as compared to the previous year.

• Net interest income. By actively responding to changes in external business environment and strengthening an integrated balanced management of assets and liabilities, the Bank continuously expanded and optimised its asset-andliability scale and structure, resulting in a steady increase in net interest income. It recorded a net interest income of RMB8,398 million, representing an increase of RMB1,580 million or 23.17% as compared to the previous year.

Interest income increased by 31.5% to RMB18,597 million, mainly due to a 20.3% increase in the average balance of interest-earning assets of the Bank from RMB258,531 million as at the end of 2013 to RMB310,347 million as at the end of 2014. The average yield of the Bank’s interest-earning assets increased from 5.47% as at the end of 2013 to 5.99% as at the end of 2014, which was primarily the result of a slightly higher proportion of loans to customers and investments in receivables in interest-earning assets for 2014.

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2014 ANNUAL FINANCIAL STATEMENTS

ANNEX C

Interest expense increased by 39.3% to RMB10,199 million, primarily attributable to a 15.8% increase in the average balance of the interest-bearing liabilities from RMB251,923 million as at the end of 2013 to RMB291,692 million as at the end of 2014 resulting from an increase in the Bank’s customer deposits and inter-bank liability business. The average cost rate of interestbearing liabilities increased from 2.91% for 2013 to 3.50% for 2014, which was primarily due to the interest rate liberalisation, increased market competition and the higher proportion of inter-bank liability business of the Bank in 2014.

1. Net fee and commission income. Faced with the changing market environment and intensified industry competition, the Bank continued to proceed with its income restructuring and product innovation and increased investment in channel establishment to continuously optimise its service technology, thus enhancing its service standards. It recorded a net fee and commission income of RMB1,600 million, representing an increase of RMB353 million or 28.3% as compared to the previous year, accounting for 15.61% of the operating income.

2. Other non-interest income. Other non-interest income amounted to RMB255 million, representing a decrease of RMB224 million or 46.8% as compared to the previous year, among which, other operating income, net, decreased by RMB111 million.

3. (II) Operating expenses. In 2014, the Bank’s operating expenses increased by RMB842 million or 23.5% to RMB4,433 million as compared to the previous year, primarily attributable to the growth in numbers of the Bank’s branches and staff and businesses. Adhering to the principle of practicing economy and thrift during its operation, the Bank strove to control administrative and operating expenses, optimise expense structure and promote cost effectiveness. The cost-to-income ratio (excluding tax and surcharges) was 35.04%, which slightly decreased by 0.81 percentage point as compared to the previous year.

– 27 –

2014 ANNUAL FINANCIAL STATEMENTS

ANNEX C

Business and administrative expenses were RMB3,593 million, representing an increase of RMB530 million or 17.3% as compared to the previous year. Staff costs were RMB1,823 million, representing an increase of RMB264 million or 16.9% as compared to the previous year, mainly due to additional staff, remuneration and benefits of newly established branches. Business tax and surcharges were RMB840 million, representing an increase of RMB312 million or 59.1% as compared to the previous year, mainly due to growth in interest income and fee and commission income.

Table 2: Increases in operating expenses

Unit: RMB’00 million

								2014
							**Change **		in	Change
Item						Amount		amount			in%	2013
Operating			expenses				44.33	8.42		23.5%		35.91
1.	Business and
	administrative expenses						35.93	5.30		17.3%		30.63
	(1)		Staff costs				18.23	2.64		16.9%		15.59
			Of which: Salaries
			and bonus				14.45	1.96		15.7%		12.49
	(2)		Depreciation	and
			amortisation				3.28	0.54		19.8%			2.74
	(3)		Other operating
			expenses				14.42	2.12		17.3%		12.30
2.	Business tax and
	surcharges						8.40	3.12		59.1%			5.28

(III) Asset impairment losses. The Bank’s asset impairment losses increased by RMB203 million or 40.1% to RMB709 million as compared to the previous year, primarily attributable to an increase of the Bank’s loans, and impairment provision for assets on prudent and dynamic basis given the comprehensive consideration as to the uncertainties in economic environment, and pursuant to the relevant requirements of the regulatory authorities in 2014.

– 28 –

2014 ANNUAL FINANCIAL STATEMENTS

ANNEX C

• (IV) Income tax expenses. In 2014, the Bank’s income tax expenses increased by RMB208 million or 19.3% to RMB1,287 million as compared to the previous year.

Table 3: Condensed income statement

Unit: RMB’00 million

						2014
						Change in		Change
Item				Amount		amount		in%	2013
Operating income				102.53		17.09		20.0%	85.44
Net interest income				83.98		15.80		23.2%	68.18
Of	which: Interest income			185.97		44.55		31.5%	141.42
Interest expense				101.99		28.75		39.3%	73.24
Net fee and commission income				16.00		3.53		28.3%	12.47
Other non-interest income				2.55		(2.24)		-46.8%	4.79
Less: Operating expenses				44.33		8.42		23.5%	35.91
Less: Asset impairment losses				7.09		2.03		40.1%	5.06
Add: Share of profits/losses of
an associate				0.17		0.14		437.5%	0.03
Profit before tax				51.28		6.78		15.2%	44.50
Less: Income tax expense				12.87		2.08		19.3%	10.79
Net profit				38.41		4.70		13.9%	33.71
Attributable to: Equity holders
of the parent company				38.07		4.56		13.6%	33.50
Non-controlling interests				0.34		0.13		61.9%	0.21

– 29 –

2014 ANNUAL FINANCIAL STATEMENTS

ANNEX C

III. Key assets and liabilities

• (I) Loans. Steadfast in following macro-economic policies and regulatory requirements, the Bank strengthened management of credit scale and optimised its credit structure to better support and serve the real economy. As at the end of 2014, loans of the Bank amounted to RMB123.930 billion, representing an increase of RMB17,989 million or 17.0% as compared to the previous year. Corporate loans increased by 25.7% to RMB79,899 million, mainly due to an increase in the Bank’s loans to small enterprises to respond to the PRC government’s policies on promoting the development of SMEs. Personal loans increased by 6.7% to RMB43,228 million, mainly attributable to the Bank’s response to the PRC government’s policies to support financial institutions in developing financial services for SMEs and rural areas. The Bank’s personal loans (including loans to small enterprise owners and loans to farmers) are an important component of the Bank’s microcredit business, which increased under the Bank’s strategy of focusing on the development of the Bank’s microcredit business.

• (II) Due from banks (including reverse repurchase agreements). Due from banks amounted to RMB65,475 million, representing a decrease of RMB19,508 million or 23.0% as compared to the previous year, mainly due to adjustments to the ratio of non-credit assets based on changes in capital and market liquidity to secure both liquidity and capital efficiency.

• (III) Investment securities and other financial assets. Investment securities and other financial assets increased by RMB15,712 million to RMB86,748 million, representing an increase of 22.1% as compared to the previous year, mainly due to the Bank’s efforts to increase various types of investments and expand the Bank’s capital operating channels, in order to improve the efficiency of the Bank’s use of funds.

• (IV) Due to customers. As at the end of 2014, the Bank’s due to customers increased by RMB8,019 million to RMB232,197 million, representing an increase of 3.6% as compared to the previous year. This increase in the Bank’s due to customers was primarily attributable to the expansion of outlets, improvement of service and strengthening of marketing capabilities.

– 30 –

2014 ANNUAL FINANCIAL STATEMENTS

ANNEX C

• (V) Due to banks (including repurchase agreements). The Bank’s due to banks decreased by RMB679 million to RMB69,023 million, representing a decrease of 1.0% as compared to the previous year. The changes reflected adjustments to the proportion of repurchase agreements to the Bank’s liabilities based on market liquidity and the Bank’s capital needs in view of the need to match assets and liabilities.

Table 4: Condensed balance sheet

Unit: RMB’00 million

							2014
							Change in	Change
	Item					Amount	amount	in%	2013
	1.	Total	assets			3,436.42	214.66	6.7%	3,221.75
		Of which: (1) Total loans				1,239.30	179.89	17.0%	1,059.41
			(2) Due	from
			banks
			(including
			reverse
			repurchase
			agreements)			654.75	(195.08)	-23.0%	849.82
			(3) Investment
			securities
			and other
			financial
			assets			867.48	157.12	22.0%	710.36
	2.	Total	liabilities			3,134.79	112.31	3.7%	3,022.48
		Of which: (1) Due		to
			customers			2,321.97	80.19	3.6%	2,241.78
			(2) Due	to
			banks
			(including
			repurchase
			agreements)			690.23	(6.79)	-1.0%	697.02
	3.	Shareholders’ Equity				301.63	102.35	51.4%	199.27

– 31 –

BIOGRAPHICAL DETAILS OF THE DIRECTORS CANDIDATES FOR THE SIXTH SESSION OF THE BOARD

ANNEX D

EXECUTIVE DIRECTORS

Mr. Guo Zhiwen (郭志文), 47, has been an Executive Director of the Bank since May 2004 and Chairman of our Board of Directors since October 2008. Mr. Guo has been the Legal Representative of the Bank since October 2008 and Secretary of the Party Committee of the Bank since December 2003. He is also currently a Deputy to the 12th People’s Congress of Heilongjiang Province. From July 1997 to October 2008, he worked as President of the Longqing Sub-branch of the Bank, Assistant to the President, Vice President and the President of the Bank. Prior to joining the Bank, from August 1994 to July 1997, Mr. Guo worked at Heilongjiang Longqing Urban Credit Cooperatives as Deputy General Manager and General Manager. Between August 1994 and December 1995, Mr. Guo also concurrently served as General Manager of the Exploitation Division of the Youth Development Foundation of Heilongjiang. Prior to that, from July 1988 to August 1994, Mr. Guo was Deputy General Manager of the Operational Department of Heilongjiang Youth Social Service Centre and Deputy General Manager of the Exploitation Division of the Youth Development Foundation of Heilongjiang. Mr. Guo received an EMBA degree from Peking University in July 2008. He is a Senior Economist as accredited by the Personnel Department of Heilongjiang Province.

Mr. Liu Zhuo (劉卓), 51, has been an Executive Director of the Bank since September 2007 and vice Chairman of the Bank since April 2012. From October 2000 to April 2012, he held a number of positions in the Bank, including Office General Manager, Deputy Chairman of the Labor Union, General Manager of the Business Department and Assistant to the President of the Bank. Mr. Liu has also been Secretary to the Board of the Bank from September 2008 to December 2014. Prior to joining the Bank, from May 1990 to October 2000, Mr. Liu held various positions in the Harbin Municipal Committee of the Communist Youth League, including Section Officer of the Industrial Office, Deputy Head of the Urban Areas Department. From August 1986 to May 1990, Mr. Liu worked at the Technological Section of Harbin Municipal Shipyard. Mr. Liu received a Bachelor’s degree in Engineering from Wuhan Water Transportation Engineering Institute in July 1986.

Mr. Zhang Qiguang (張其廣), 42, has been a Vice President of the Bank since April 2012 and Chief Financial Officer of the Bank since May 2011. Mr. Zhang has been President of our Harbin Branch since March 2012. Mr. Zhang is also currently a member of Harbin Municipal Committee of the 12th Chinese People’s Political Consultative Conference, Deputy General Manager of its Economics Committee, and a Deputy to the 15th People’s Congress of Nangang District of Harbin. From June 2001 to September 2012, Mr. Zhang held a number of positions in the Bank, including General Manager of the Business Department at the Headquarters, Executive Deputy General Manager of the Harbin Management Department and General Manager of the Financial Planning Department of the Bank. Prior to joining the Bank, from November 1993 to June 2001, Mr. Zhang worked at the PBOC Harbin Central Sub-branch. From July 1993 to November 1993, Mr. Zhang worked at Harbin Securities Company. Mr. Zhang received a Bachelor’s degree in Economics from Renmin University of China in January 1998 and received a Master’s degree in Professional Accounting from the Chinese University of Hong Kong in December 2008. He is a Registered Accountant as accredited by the MOF.

– 32 –

BIOGRAPHICAL DETAILS OF THE DIRECTORS CANDIDATES FOR THE SIXTH SESSION OF THE BOARD

ANNEX D

NON-EXECUTIVE DIRECTORS

Mr. Zhang Taoxuan (張濤軒), 53, has been a Non-Executive Director of the Bank since May 2012. Mr. Zhang has been General Manager of Harbin Economic Development, head of the treasury division and General Manager of the payment center of Harbin Municipal Finance Bureau since April 2011. From December 2005 to April 2011, Mr. Zhang was the Deputy head of the treasury division and Deputy General Manager of the payment center in Harbin Municipal Finance Bureau, and the Deputy General Manager and General Manager of Harbin Microfinance Loan Guarantee Centre for the Laid-off and Unemployed. From November 1996 to December 2005, Mr. Zhang held a number of positions in Harbin Municipal Finance Bureau, including associate chief officer and chief officer of budget division, chief officer of the treasury division. From June 1990 to November 1996, Mr. Zhang held a number of positions in Songhuajiang Municipal Finance Bureau, including officer in industry division, chief Accountants and Deputy General Manager in budget division. From March 1981 to June 1990, Mr. Zhang worked at the Harbin Tonghe Sub-branch of Agricultural Bank of China. Mr. Zhang received a Master’s degree in Agriculture Popularisation from Northeast Agricultural University in January 2010. He is an Accountant as accredited by the MOF.

Mr. Chen Danyang (陳丹陽), 41, has been a Non-Executive Director of the Bank since April 2006. Mr. Chen has been Vice President of Heilongjiang Tuokai Economic and Trading Company Limited since October 2003. Prior to that, Mr. Chen used to work at the Haikou Office of China Cinda Asset Management Co., Ltd. and China Construction Bank. Mr. Chen received a Bachelor’s degree in Economics from Hunan College of Finance and Economics in June 1995 and is an Accountant as accredited by the MOF.

Mr. Cui Luanyi (崔鸞懿), 35, has been a Non-Executive Director of the Bank since May 2011. Mr. Cui has been Chief Business Officer of Heilongjiang Tiandi Yuanyuan Network Technology Company Limited since May 2006. Prior to that, from September 2003 to May 2006, Mr. Cui worked as a teacher at the Telecommunications School of Tianjin University. Mr. Cui received a Master’s degree in Economics from University Of International Business and Economics in June 2009.

Mr. Qin Hongfu (覃紅夫), 37, has been a Non-Executive Director of the Bank since May 2011. Mr. Qin has been Chief Financial Officer of Harbin Kechuang Xingye Investment Company Limited since September 2004. Prior to that, from July 2000 to August 2004, Mr. Qin was an Accountant of Hebei Yongzhengde Accounting Firm. Mr. Qin received a Bachelor’s degree in Management from Shijiazhuang University of Economics in June 2000 and is an Accountant as accredited by the MOF.

Mr. Ma Baolin (馬寶琳), 53, had been a deputy general manager of Fubon Life Insurance Co., Ltd., an wholly-owned subsidiary of Fubon Financial Holding Co., Ltd. (TWSE: 2881), since July 2007 until July 2012, when he was promoted to executive deputy general manager. Mr. Ma has held positions in different companies since August 1988, including Yung Li Securities Co., Ltd., Bankers Trust Company, Da-Fa Investment Trust Co., Ltd., International Investment Trust Company Ltd., Aetna Life Insurance Co., of America Taiwan Branch office, ING-CHB Trust Company and Fubon Securities Investment Trust Co., Ltd. He obtained a Master’s degree in industrial administration from National Cheng Kung University in June 1986.

– 33 –

BIOGRAPHICAL DETAILS OF THE DIRECTORS CANDIDATES FOR THE SIXTH SESSION OF THE BOARD

ANNEX D

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Ma Yongqiang (馬永強), 40, has been an independent Non-Executive Director of the Bank since June 2012. Mr. Ma has been Executive Dean of the School of Accounting of Southwestern University of Finance and Economics since June 2013, and has been its professor and doctoral tutor since September 2006. From September 2006 to June 2013, Mr. Ma worked as Deputy Dean of the School of Accounting of Southwestern University of Finance and Economics. From July 2004 to August 2006, Mr. Ma worked at the Postdoctoral Studies Centre of Renmin University of China. Mr. Ma received a Doctor’s degree in Management from Southwestern University of Finance and Economics in June 2004.

Mr. Zhang Shengping (張聖平), 49, has been an independent Non-Executive Director of the Bank since June 2012. Mr. Zhang has been independent Director of Guangdong No. 2 Hydropower Engineering Company (listed on Shenzhen Stock Exchange, stock code: 002060) since November 2013. Mr. Zhang has been independent Director of Huizhou Speed Wireless Technology Co., Ltd. (listed on Shenzhen Stock Exchange, stock code: 300322) since January 2012, independent Director of Guangdong Golden Horse Tourism Group Co., Ltd. (previously listed on Shenzhen Stock Exchange, stock code: 000602, has been delisted since 14 August 2013) since August 2011. Mr. Zhang has been member of the Party Committee of Guanghua School of Management of Peking University since July 2011, Assistant Dean and Executive Director of the ExEd (Executive Education) of Guanghua School of Management of Peking University since May 2011 and Associate Professor of Guanghua School of Management of Peking University since August 2002. Before that, from July 2000 to June 2002, Mr. Zhang was a Post Doctorate of Guanghua School of Management of Peking University. From July 1987 to June 2000, Mr. Zhang worked as a Teaching Assistant, Lecturer and Associate Professor at the School of Economics of Shandong University. Mr. Zhang received a Doctor’s degree in Economics from Nankai University in July 2000.

Mr. He Ping (何平), 49, has been an independent Non-Executive Director of the Bank since October 2012. Mr. He has been teaching in the School of Finance of Renmin University of China since 1991 and is currently Deputy Dean, Professor and Doctoral Tutor of the School. Mr. He is also a Deputy to the 15th People’s Congress of Haidian District of Beijing and a member of its Finance and Economics Working Committee. He studied in Renmin University of China as a Master’s degree Candidate from 1988 to 1991. Prior to that and from July 1985 to August 1988, Mr. He worked at the Enshi Autonomous Prefecture Bureau of Cultural Affairs, Hubei Province. Mr. He received a Doctor’s degree in History from Renmin University of China in July 1996.

Mr. Du Qingchun (杜慶春), 44, has been an independent Non-Executive Director of the Bank since October 2012. Mr. Du has been a Partner of Beijing Dacheng Law Offices since August 2013. From April 2002 to July 2013, Mr. Du was Executive Partner and a Lawyer of Beijing Weiming Law Firm. From July 1998 to January 2001, Mr. Du worked at China Construction Bank. He studied in Peking University as a Master’s degree Candidate from 1995 to 1998. He worked at the Political Management Cadre School of Heilongjiang Province from July 1992 to July 1995. Mr. Du received a Master’s degree in Law from Peking University in July 1998.

– 34 –

BIOGRAPHICAL DETAILS OF THE DIRECTORS CANDIDATES FOR THE SIXTH SESSION OF THE BOARD

ANNEX D

Mr. Wan Kam To (尹錦滔), 62, has been an independent Non-Executive Director of the Bank since October 2013. Mr. Wan has been an independent Non-Executive Director of Target Insurance (Holdings) Limited (listed on Hong Kong Stock Exchange, stock code: 06161)since 1 November 2014, an independent Non-Executive Director of Kerry Logistics Network Limited (listed on Hong Kong Stock Exchange, stock code: 00636) since November 2013, Mr. Wan has been independent Non-Executive Director of Shanghai Pharmaceuticals Holding Co., Ltd. (listed on Hong Kong Stock Exchange, stock code: 02607; listed on Shanghai Stock Exchange, stock code: 601607) since June 2013, independent Non-Executive Director of S. Culture International Holdings Limited (listed on Hong Kong Stock Exchange, stock code: 01255) since May 2013, independent Non-Executive Director of KFM Kingdom Holdings Limited (listed on Hong Kong Stock Exchange, stock code: 03816) since September 2012, independent Non-Executive Director of Dalian Port (PDA) Company Limited (listed on Hong Kong Stock Exchange, stock code: 02880; listed on Shanghai Stock Exchange, stock code: 601880) since June 2011, independent Director of RDA Microelectronics, Inc. (listed on NASDAQ, stock code: RDA) from November 2010 to July 2014, independent Non-Executive Director of Huaneng Renewables Corporation Limited (listed on Hong Kong Stock Exchange, stock code: 00958) since August 2010, independent Non-Executive Director of Fairwood Holdings Limited (listed on Hong Kong Stock Exchange, stock code: 00052) since September 2009, independent Non-Executive Director of China Resources Land Limited (listed on Hong Kong Stock Exchange, stock code: 01109) since March 2009 and independent Director of Mindray Medical International Limited (listed on New York Stock Exchange, stock code: MR) from September 2008 to December 2014. Prior to that, from July 1975 to June 2008, Mr. Wan held various positions in PricewaterhouseCoopers Hong Kong, including Audit Manager, Audit Director and Partner. Mr. Wan received Advanced Diploma in Accounting from the Hong Kong Polytechnic (currently known as the Hong Kong Polytechnic University) in October 1975 and has been a Hong Kong Chartered Accountant and a member of Hong Kong Institute of Certified Public Accountants since June 1989 and the Association of Chartered Certified Accountants since September 1985.

Mr. Kong Siu Chee (江紹智), 68, has been an independent Non-Executive Director of the Bank since October 2013. Mr. Kong has been independent Non-Executive Director of Digital Hong Kong (listed on Hong Kong Stock Exchange, stock code: 8007) from March 2014 to October 2014 and China New Town Development Co., Ltd. (listed on Hong Kong Stock Exchange, stock code: 01278; listed on Singapore Stock Exchange, stock code: D4N) since November 2006. Prior to that, from April 1999 to December 2005, he was Director and alternate Chief Executive Officer of CITIC Ka Wah Bank. From 1993 to 1994, he was Director of Champion Technology Holdings Limited. Mr. Kong joined Standard Chartered Bank in 1969 and had served the Bank for almost 24 years, during which period, he was a senior administrative member. Mr. Kong received an MBA degree from the Chinese University of Hong Kong in December 1980, and received a diploma in Banking from the Chartered Banker Institute in London in December 1973.

– 35 –

BIOGRAPHICAL DETAILS OF THE DIRECTORS CANDIDATES FOR THE SIXTH SESSION OF THE BOARD

ANNEX D

Save as disclosed herein, each of Guo Zhiwen, Liu Zhuo, Zhang Qiguang, Zhang Taoxuan, Chen Danyang, Cui Luanyi, Qin Hongfu, Ma Baolin, Ma Yongqiang, Zhang Shengping, He Ping, Du Qingchun, Wan Kam To and Kong Siu Chee has confirmed that, (1) he/she does not hold any other position with the Company or any of its subsidiaries and has not been a director in any other listed companies in the past three years; (2) he/she is not connected with any directors, senior management or substantial or controlling shareholders of the Company or any of its subsidiaries; and (3) he/she does not have any interest in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance at the date of this circular.

In addition, each of Guo Zhiwen, Liu Zhuo, Zhang Qiguang, Zhang Taoxuan, Chen Danyang, Cui Luanyi, Qin Hongfu, Ma Baolin, Ma Yongqiang, Zhang Shengping, He Ping, Du Qingchun, Wam Kam To and Kong Siu Chee has confirmed that there is no other information in respect of their respective appointment that is discloseable pursuant to rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules; and there is no other matter that needs to be brought to the attention of the Shareholders.

– 36 –

ANNEX E BIOGRAPHICAL DETAILS OF THE CANDIDATES FOR THE SHAREHOLDER REPRESENTATIVE SUPERVISOR AND EXTERNAL SUPERVISORS FOR THE SIXTH SESSION OF THE BOARD OF SUPERVISORS

Ms. Lu Yujuan (盧育娟), has been a Shareholder Representative Supervisor of the Bank since September 2013. Ms. Lu has been Chief Executive Officer of Heilongjiang Keruan Software Technologies Company Limited since June 2010. From December 2008 to June 2010, Ms. Lu was Vice Manager of the Beijing Office of Heilongjiang Keruan Software Technologies Company Limited. From March 2008 to August 2008, Ms. Lu worked at the Office of Television Bureau of Changge, Henan Province. From November 2003 to December 2004, Ms. Lu was a first sergeant of Jinan Armed-police Command School. From November 2002 to November 2003, Ms. Lu was a first sergeant of Beidaihe Sanatorium of the Air Force. From September 2002 to November 2002, Ms. Lu was a first sergeant of Third Brigade of the Third Department of the Air Defense. From December 2000 to September 2002, Ms. Lu served in the Telecom Battalion of the 199 Infantry Division. Ms. Lu received a Master’s degree in Arts from Communication University of China in June 2012.

Ms. Bai Fan (白帆), has been an external Supervisor of the Bank since July 2013. Ms. Bai has been an associate professor at the industry and commerce department of Sichuan Tourism University since February 2015. She taught at Sichuan Staff University of Science and Technology from March 2004 to February 2015 and has been an Associate Professor of Sichuan Staff University of Science and Technology since November 2011 and Assistant to the Head of its Business Administration Department since September 2010. From February 2002 to February 2004, Ms. Bai was an Assistant to the General Manager of Sichuan Fangzheng Agriculture Joint Stock Limited Company. Ms. Bai received a Doctor’s degree in Economics from the School of Economics of Southwestern University of Finance and Economics in December 2012.

Mr. Wang Jiheng (王吉恒), has been an external Supervisor of the Bank since August 2011. Mr. Wang has taught as a Professor at Northeast Agricultural University since August 2003, and was appointed as Doctoral Tutor in June 2004. From July 1985 to July 2003, he was a teacher of Heilongjiang Bayi Agricultural University. Mr. Wang received a Doctor’s degree in Management from Northeast Agricultural University in June 2003.

Ms. Meng Rongfang (孟榮芳), has been an external Supervisor of the Bank since September 2013. Ms. Meng has been Director, Senior Partner, and General Manager of the Risk Management Committee of BDO China Shu Lun Pan Certified Public Accountants LLP since January 2000. From August 1988 to December 1999, Ms. Meng worked successively as Assistant, Registered Accountant, Assistant to the Director and Vice Director Accountant of Shanghai Certified Public Accountants. Ms. Meng was a member of the 10th and 11th Public Offering Review Committee of the CSRC. From December 2006 to December 2008, Ms. Meng studied at the EMPAcc Program jointly held by the Chinese University of Hong Kong and Shanghai National Accounting Institute, and received a Master’s degree in Accounting from the Chinese University of Hong Kong. Ms. Meng is a Senior Accountant as accredited by Shanghai Human Resources and Social Security Bureau.

– 37 –

ANNEX E BIOGRAPHICAL DETAILS OF THE CANDIDATES FOR THE SHAREHOLDER REPRESENTATIVE SUPERVISOR AND EXTERNAL SUPERVISORS FOR THE SIXTH SESSION OF THE BOARD OF SUPERVISORS

Save as disclosed herein, each of Lu Yujuan, Bai Fan, Wang Jiheng and Meng Rongfang has confirmed that, (1) he/she does not hold any other position with the Company or any of its subsidiaries and has not been a director in any other listed companies in the past three years; (2) he/she is not connected with any directors, senior management or substantial or controlling shareholders of the Company or any of its subsidiaries; and (3) he/she does not have any interest in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance at the date of this circular.

In addition, each of Lu Yujuan, Bai Fan, Wang Jiheng and Meng Rongfang has confirmed that there is no other information in respect of their respective appointment that is discloseable pursuant to rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules; and there is no other matter that needs to be brought to the attention of the Shareholders.

– 38 –

ANNEX F PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Articles of Association are written in Chinese and there is no official English translation in respect thereof. The translation into English is for convenience only. In case of any inconsistency between the English and Chinese versions, the Chinese version shall prevail.

Details of the proposed amendments to the Articles of Association are as follows (deletion shown by way of strikethrough and new addition by way of underline):

Existing Articles Articles after Amendments Article 2 For the purposes of maintaining the Article 2 For the purposes of maintaining the legitimate rights and interests of the legitimate rights and interests of the Company, its shareholders and creditors, and Company, its shareholders and creditors, and of standardizing the organization and of standardizing the organization and behaviour of the Company, the Articles of behaviour of the Company, the Articles of Association is hereby formulated in Association is hereby formulated in combination with the actual circumstance of combination with the actual circumstance of the Company and according to the Company the Company and according to the Company Law, the Securities Law of the People’s Law, the Securities Law of the People’s Republic of China (hereinafter referred to as Republic of China (hereinafter referred to as the “Securities Law”), the Law of the the “Securities Law”), the Law of the People’s Republic of China on Commercial People’s Republic of China on Commercial Banks (hereinafter referred to as the Banks (hereinafter referred to as the “Commercial Banking Law”), the “Commercial Banking Law”), ~~the~~ Guidelines on Articles of Association for ~~Guidelines on Articles of Association for~~ Listed Companies (as amended in 2006), the ~~Listed Companies (as amended in 2006),~~ Prerequisite Clauses for Articles of the Prerequisite Clauses for Articles of Association of Companies to Be Listed Association of Companies to Be Listed Overseas, the Special Provisions of the State Overseas, the Special Provisions of the State Council on the Offering and Listing of Council on the Offering and Listing of Shares Overseas by Joint Stock Limited Shares Overseas by Joint Stock Limited Companies and other relevant laws, Companies and other relevant laws, administrative regulations, departmental administrative regulations, departmental rules and relevant regulations by securities rules and relevant regulations by securities regulatory authorities of the jurisdiction regulatory authorities of the jurisdiction where the Company’s shares are listed. where the Company’s shares are listed.

Article 6 The domicile of the Company: No.160, Shangzhi Street, Daoli District, Harbin City; postal code: 150010; Tel: (86) 0451-86779977; Fax number: (86) 045186779888.

Article 10 Upon approval by the shareholders’ general meeting of the Company and by the Banking Regulatory Authority of the State Council, the Articles of Association of the Company shall come into force from the day when the foreign shares issued by the Company for overseas listing are listed on the Stock Exchange of Hong Kong Co., Ltd. (hereinafter referred to as the “Stock Exchange of Hong Kong”). From the date that the Articles of Association takes effect, the original Articles of Association of the Company shall automatically lose effectiveness. From the effective date, the Articles of Association shall become a legally binding document that regulates the organization and behaviours of the Company, the rights and obligations relationship between the Company and its shareholders and among the shareholders.

Article 6 The domicile of the Company: No.160, Shangzhi Street, Daoli District, Harbin City; postal code: 150010; Tel: (86) 0451- ~~867799778~~ 6779933 ; Fax number: (86) 0451- ~~867798888~~ 6779829 .

Article 10 Upon approval by the shareholders’ general meeting of the Company and by the Banking Regulatory Authority of the State Council, the Articles of Association of the Company shall come into force ~~from the day when the foreign shares issued by the Company for overseas listing are listed on the Stock Exchange of Hong Kong Co., Ltd. (herein after referred to as the “Stock Exchange of Hong Kong”)~~ . From the date that the Articles of Association takes effect, the original Articles of Association of the Company shall automatically lose effectiveness. From the effective date, the Articles of Association shall become a legally binding document that regulates the organization and behaviours of the Company, the rights and obligations relationship between the Company and its shareholders and among the shareholders.

– 39 –

ANNEX F PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 64 Shareholders of the Company shall perform the following obligations:

(1) to abide by laws, administrative regulations and the Articles of Association;

(2) to pay share capital according to the number of shares subscribed and the method of subscription;

(3) not to withdraw the shares unless required by the laws and regulations; (4) not to abuse their shareholders’ rights to harm the interests of the Company or other shareholders; and not to abuse the independent legal person status of the Company and the limited liability of shareholders to harm the interests of any creditor of the Company;

(5) shareholders of the Company who abuse their shareholder’s rights and thereby cause loss on the Company or other shareholders shall be liable for indemnity according to the law;

(6) where shareholders of the Company abuse the Company’s position as an independent legal person and the limited liability of shareholders for the purposes of evading repayment of debts, thereby materially impairing the interests of the creditors of the Company, such shareholders shall be jointly liable for the debts owed by the Company;

(7) the Company, in strict accordance with relevant regulations of the Core Indicators for the Risk Regulation of Commercial Banks and Guidance for the Stress Test of Commercial Banks formulated by China Banking Regulatory Commission, defines and determines the state of “liquidity problem” of the Company and carries out the stress test. When liquidity problem of the Company may occur, shareholders who bear loans to the Company shall repay the due or undue loans immediately.

(8) shareholders shall safeguard interests of the Company. Conditions for credit extension to the shareholders by the company shall not be superior to those for other money lenders of the same kind. If shareholders make use of its status as a shareholder to maliciously hinder the legal business activities of the Company or impair interests of the Company, the Company shall be entitled to file a suit to the People’s Court to stop such unlawful acts.

Article 64 Shareholders of the Company shall perform the following obligations:

(1) to abide by laws, administrative regulations and the Articles of Association;

(2) to pay share capital according to the number of shares subscribed and the method of subscription;

(3) not to withdraw the shares unless required by the laws and regulations; (4) not to abuse their shareholders’ rights to harm the interests of the Company or other shareholders; and not to abuse the independent legal person status of the Company and the limited liability of shareholders to harm the interests of any creditor of the Company;

(5) shareholders of the Company who abuse their shareholder’s rights and thereby cause loss on the Company or other shareholders shall be liable for indemnity according to the law;

(6) where shareholders of the Company abuse the Company’s position as an independent legal person and the limited liability of shareholders for the purposes of evading repayment of debts, thereby materially impairing the interests of the creditors of the Company, such shareholders shall be jointly liable for the debts owed by the Company;

(7) the Company, in strict accordance with relevant regulations of the Core Indicators for the Risk Regulation of Commercial Banks and Guidance for the Stress Test of Commercial Banks formulated by China Banking Regulatory Commission, defines and determines the state of “liquidity problem” of the Company and carries out the stress test. When liquidity problem of the Company may occur, shareholders who bear loans to the Company shall repay the due or undue loans immediately.

(8) shareholders shall safeguard interests of the Company. Conditions for credit extension to the shareholders by the company shall not be superior to those for other money lenders of the same kind. If shareholders make use of its status as a shareholder to maliciously hinder the legal business activities of the Company or impair interests of the Company, the Company shall be entitled to file a suit to the People’s Court to stop such unlawful acts.

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(9) credit balance of the same shareholder in the Company shall not exceed 10% of the net capital of the Company; credit extension in the Company of connected enterprises of the shareholder shall be aggregated with that of the shareholders, and it shall not exceed 15% of the net capital of the Company.

(10) when the capital adequacy ratio of the Company is lower than the mandatory standard and the supervision requirement of the China Banking Regulatory Commission, shareholders shall support measures put forward by the Board of Director to improve the capital adequacy ratio.

(11) shareholders shall report to the Board of Directors timely, truly and completely the situations of connected enterprises, the connected relationship with other shareholders, situations of other commercial banks which they hold shares and situations of its related transaction with the Company and other information. Material changes in matters such as the legal representatives, name of the Company, registered address and related parties by the legal person shareholder shall be reported to the Board of Director of the Company timely.

(9) credit balance of the same shareholder in the Company shall not exceed 10% of the net capital of the Company; credit extension in the Company of connected enterprises of the shareholder shall be aggregated with that of the shareholders, and it shall not exceed 15% of the net capital of the Company. (10) when the capital adequacy ratio of the Company is lower than the mandatory standard and the supervision requirement of the China Banking Regulatory Commission, shareholders shall support measures put forward by the Board of Director to improve the capital adequacy ratio.

(11) shareholders shall report to the Board of Directors timely, truly and completely the situations of connected enterprises, the connected relationship with other shareholders, situations of other commercial banks which they hold shares and situations of its related transaction with the Company and other information. Material changes in matters such as the legal representatives, name of the Company, registered address and related parties by the legal person shareholder shall be reported to the Board of Director of the Company timely.

(12) other obligations imposed by laws, (12) the shareholders, especially the major administrative regulations and the Articles shareholders of the Company should of Association. Shareholders are not liable to exercise their rights as capital make any further contribution to the share contributors in strict accordance with capital other than as agreed by the laws, regulations and these Articles of subscribers of the relevant shares on Association and should not damage the subscription. legal rights and interests of the Company and social public shareholders by using the forms of seeking illegal interests, interference with the decision-making power and the rights of management enjoyed by the Board of Directors and the senior management and/or interference with the Company’s operation management without the permission of the Board of Directors and the senior management. (13) other obligations imposed by laws, administrative regulations and the Articles of Association. Shareholders are not liable to make any further contribution to the share capital other than as agreed by the subscribers of the relevant shares on subscription. Article 135 The way and procedures for Article 135 The way and procedures for nomination of directors are as follows: nomination and election of directors are as follows:

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(1) The shareholders that individually or jointly hold more than 3 percent (3%) of the voting shares of the Company are entitled to nominate director candidate to the shareholders’ general meeting, and the directors are elected by the shareholders’ general meeting of the Company;

(2) The director candidate shall make a written commitment before the shareholders’ general meeting to accept the nomination, and undertake that the information provided is true and complete, and ensure that he/she will earnestly discharge his/her duties as a director upon being appointment;

(3) A shareholder shall not simultaneously nominate directors and supervisors; if a director nominated by a shareholder has been appointed as a director, and before the expiration of the term of office of the director, the shareholder is not allowed to nominate any supervisor candidate. Any exemption due to special ownership structure shall make an application to the banking regulatory authority of the State Council and provide the reasons in support.

The number of directors nominated by the same shareholder and its associates, in principle, shall not exceed one third (1/3) of the total number of members of the Board of Directors.

(4) The intention of the director candidate and the written notice to indicate the willingness of candidate to accept the nominations shall be issued to the Company within fourteen (14) days before the convening of the shareholders’ general meeting;

(5) The period for the nominators and the nominee to submit the aforesaid notice and commitment (such period shall start from the second day of the issuance of the notice of the shareholders’ general meeting) shall be not less than fourteen (14) days.

(1) The shareholders that individually or jointly hold more than 3 percent (3%) of the voting shares of the Company are entitled to nominate director candidate to the shareholders’ general meeting, and the directors are elected by the shareholders’ general meeting of the Company;

(2) The Nomination and Remuneration Evaluation Committee should be in charge of preliminary assessment on the qualifications and conditions of the candidates of directors and recommend the qualified candidates to the Board of Director. The candidates of director shall be submitted to the general meeting of shareholders in the form of a proposal in writing if approved by the Board of Directors;

(3) The director candidate shall make a written commitment before the shareholders’ general meeting to accept the nomination, and undertake that the information provided is true and complete, and ensure that he/she will earnestly discharge his/her duties as a director upon being appointment;

(4) Detailed information regarding the candidates of directors shall be disclosed prior to the convening of the general meeting of shareholders to ensure adequate understanding of the candidates by shareholders at the time of voting;

(5) The general meeting of shareholders shall vote for each candidate of director individually;

(6) A shareholder shall not simultaneously nominate directors and supervisors; if a director nominated by a shareholder has been appointed as a director, and before the expiration of the term of office of the director, the shareholder is not allowed to nominate any supervisor candidate. Any exemption due to special ownership structure shall make an application to the banking regulatory authority of the State Council and provide the reasons in support. The number of directors nominated by the same shareholder and its associates, in principle, shall not exceed one third (1/3) of the total number of members of the Board of Directors.

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Article 137 The directors shall comply with the laws, administrative regulations and the Articles of Association, and bear the following diligence obligations to the Company:

(1) shall cautiously, carefully and diligently exercise the rights conferred by laws and the Articles of Association, in order to ensure the Company’s business practices comply with national laws, administrative regulations and the requirements of the national economic policies, and commercial activities shall not exceed the business range stipulated on the business license;

(2) shall be fair to all shareholders;

(3) shall carefully read the business, financial reports of the Company, timely understand the business operations and management of the Company; (4) shall sign a written confirmation to the Company’s periodic reports, to ensure that the information disclosed by the Company is true, accurate and complete; (5) personally excise the legally conferred disposal right of the Company, shall not be manipulated by others; without the permit of laws, regulations or without the approval of shareholders’ general meeting upon informed circumstances, shall not grant the disposal right to others for exercise;

(7) In case of temporarily supplemented Directors, he/she should firstly be nominated by the Board to the Nomination and Remuneration Evaluation Committee or by the qualified shareholders to the Board of Directors, thereby being elected or replaced in the shareholders’ general meeting. (8) The intention of the director candidate and the written notice to indicate the willingness of candidate to accept the nominations shall be issued to the Company within fourteen (14) days before the convening of the shareholders’ general meeting; (9) The period for the nominators and the nominee to submit the aforesaid notice and commitment (such period shall start from the second day of the issuance of the notice of the shareholders’ general meeting) shall be not less than fourteen (14) days. Article 137 The directors shall comply with the laws, administrative regulations and the Articles of Association, and bear the following diligence obligations to the Company: (1) shall cautiously, carefully and diligently exercise the rights conferred by laws and the Articles of Association, in order to ensure the Company’s business practices comply with national laws, administrative regulations and the requirements of the national economic policies, and commercial activities shall not exceed the business range stipulated on the business license;

(2) shall be fair to all shareholders;

(3) shall carefully read the business, financial reports of the Company, timely understand the business operations and management of the Company;

(4) shall sign a written confirmation to the Company’s periodic reports, to ensure that the information disclosed by the Company is true, accurate and complete;

(5) personally excise the legally conferred disposal right of the Company, shall not be manipulated by others; without the permit of laws, regulations or without the approval of shareholders’ general meeting upon informed circumstances, shall not grant the disposal right to others for exercise;

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(6) shall truthfully provide relevant information and data to the Board of Supervisors, and shall not prevent the exercise of functions and powers of the Board of Supervisors or the supervisors; (7) actively participate in relevant trainings, understand the rights, obligations and responsibilities of directors, be familiar with relevant laws and regulations, and grasp relevant knowledge that shall be possessed as a director;

(8) be diligent and fulfil duties, and maintain the financial security of the Company;

(9) other diligence obligations stipulated by laws, administrative regulations, and departmental rules and the Articles of Association.

Article 150 The way and procedures for nomination of independent directors: (1) the Board of Directors may nominate and the Remuneration Evaluation Committee may propose candidates qualified for independent directors to the Board of Directors;

(2) The same shareholder may only nominate one independent director candidate, and is not allowed to nominate independent director and external supervisor at the same time;

(3) The nominator of independent director shall obtain prior consent of the nominee before the nomination. The nominator shall fully understand the occupation, education, job title, detailed work experience, and all of the part-time work of the nominee, and comment on the qualifications and independence of the nominee to serve as independent director, and the nominee shall make a public statement that no relationship exists between him/her and the Company which may affect the his/her independence and objective judgment;

(6) Directors being the chairmen of the Audit Committee of the Board of Directors and Risk Management and Related Transactions Control Committee of the Board of Directors shall not work less than 25 working days for the Company;

(7) shall truthfully provide relevant information and data to the Board of Supervisors, and shall not prevent the exercise of functions and powers of the Board of Supervisors or the supervisors; (8) actively participate in relevant trainings, understand the rights, obligations and responsibilities of directors, be familiar with relevant laws and regulations, and grasp relevant knowledge that shall be possessed as a director;

(9) be diligent and fulfil duties, and maintain the financial security of the Company; (10) other diligence obligations stipulated by laws, administrative regulations, and departmental rules and the Articles of Association. Article 150 The way and procedures for nomination of independent directors: (1) the Board of Directors of the Nomination and Remuneration Evaluation Committee and a shareholder(s) individually or jointly hold(s) 1% of the total number of voting shares of the Company may propose candidates qualified for independent directors to the Board of Directors; (2) The same shareholder may only nominate one independent director candidate, and is not allowed to nominate independent director and external supervisor at the same time; the shareholder who has nominated director(s) shall not nominate an independent Director;

(3) The nominator of independent director shall obtain prior consent of the nominee before the nomination. The nominator shall fully understand the occupation, education, job title, detailed work experience, and all of the part-time work of the nominee, and comment on the qualifications and independence of the nominee to serve as independent director, and the nominee shall make a public statement that no relationship exists between him/her and the Company which may affect the his/her independence and objective judgment;

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(4) The shareholders that individually or jointly hold more than 1% of the issued shares of the Company are entitled to nominate independent director candidate to the shareholders’ general meeting, and independent directors are elected by the shareholders’ general meeting;

(5) The term of office of the independent directors is the same as the term of office of the directors of the Company. The term of independent directors in the Company shall comply with the provisions of laws and regulatory authority, and an independent director may, if re-elected upon expiration of the term of office, serve consecutive terms, and the terms served consecutively shall not exceed six years.

(4) The shareholders that individually or jointly hold more than 1% of the issued shares of the Company are entitled to nominate independent director candidate to the shareholders’ general meeting, and independent directors are elected by the shareholders’ general meeting;

(5) The term of office of the independent directors is the same as the term of office of the directors of the Company. The term of independent directors in the Company shall comply with the provisions of laws and regulatory authority, and an independent director may, if re-elected upon expiration of the term of office, serve consecutive terms, and the terms served consecutively shall not exceed six years.

(6) Any independent Director shall not take offices in exceeding two commercial banks at the same time.

Article 155 Independent directors may express objective and impartial independent opinions on the matters discussed on the Board of Directors, and independent directors shall be particularly concerned about the following issues when expressing their opinions:

(1) the associated/connected transactions that shall be submitted to the Board of Directors for deliberation in accordance with laws, administrative regulations, departmental rules, the provisions of the securities regulatory authority of the place where the shares of the Company are listed, the Articles of Association and other internal systems of the Company;

(2) profit distribution programmes;

(3) engagement and dismissal of senior management personnel;

(4) matters that may result in significant losses to the Company;

5) matters that may harm the interests of depositor or medium and minor shareholders.

Article 155 Independent directors may express objective and impartial independent opinions on the matters discussed on the Board of Directors, and independent directors shall be particularly concerned about the following issues when expressing their opinions:

(1) the associated/connected transactions that shall be submitted to the Board of Directors for deliberation in accordance with laws, administrative regulations, departmental rules, the provisions of the securities regulatory authority of the place where the shares of the Company are listed, the Articles of Association and other internal systems of the Company;

(2) profit distribution programmes;

(3) engagement and dismissal of senior management personnel;

(4) matters that may result in significant losses to the Company;

(5) matters that may harm the interests of depositor or medium and minor shareholders;

(6) the election of external auditor, etc..

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Article 161 The Board of Directors shall exercise the following functions and powers:

(1) convene the shareholders’ general meeting and to report to the shareholders’ general meeting;

(2) implement the resolutions of the shareholders’ general meeting;

(3) decide the development plan of the Company;

(4) decide the operation plan, investment plan, and major assets disposal plan of the Company;

(5) formulate the annual financial budget plan and final account plan of the Company;

(6) formulate the profit distribution plan and loss make-up plan of the Company;

(7) formulate the plans for the increase or decrease of the registered capitals, the issuance of bonds or other securities and the listing of the Company;

(8) make the plans for major acquisitions of the Company, the acquisitions of the stock of the Company or merger, division, dissolution and form change of the company;

(9) regularly evaluate and improve the Company’s corporate governance;

(10) within the authorised range of the shareholders’ general meeting, decide the Company’s external investment, acquisition and selling of assets, pledged assets, external guarantee matters, associated/connected transactions and other matters;

(11) determine arrangement plans for the Company’s internal management agencies, branches and capacity, and the number of management personnel;

(12) according to the nomination of the chairman of Board of Directors, engage or dismiss the president and secretary of the Board of the Company; upon the nomination of the president, engage or dismiss the vice president, assistant president, financial director and other senior management personnel;

Article 161 The Board of Directors shall exercise the following functions and powers:

(1) convene the shareholders’ general meeting and to report to the shareholders’ general meeting;

(2) implement the resolutions of the shareholders’ general meeting; (3) decide the development plan of the Company and formulate business development strategy of the Company and supervise the implementation of strategy ;

(4) decide the operation plan, investment plan, and major assets disposal plan of the Company;

(5) formulate the risk tolerance, risk management and internal control policies of the Company;

(6) formulate the annual financial budget plan and final account plan of the Company;

(7) formulate the profit distribution plan and loss make-up plan of the Company;

(8) formulate the plans for the increase or decrease of the registered capitals, the issuance of bonds or other securities and the listing of the Company;

(9) formulate capital planning and bear the ultimate responsibility of capital management;

(10) make the plans for major acquisitions of the Company, the acquisitions of the stock of the Company or merger, division, dissolution and form change of the company;

(11) regularly evaluate and improve the Company’s corporate governance;

(12) within the authorised range of the shareholders’ general meeting, decide the Company’s external investment, acquisition and selling of assets, pledged assets, external guarantee matters, associated/connected transactions, external donations and other matters;

(13) determine arrangement plans for the Company’s internal management agencies, branches and capacity, and the number of management personnel;

(13) decide the remuneration matters and disciplinary matters of senior management personnel;

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(14) formulate the basic management system, validate work rules for the president;

(15) formulate the amendment plan for the Articles of Association;

(16) manage the information disclosure matters of the Company;

(17) propose on the engagement or replacement of the accounting firm that audits the Company to the shareholders’ general meeting;

(18) listen to the work report of the president of the Company and check the work of the president;

(19) verify the Company’s compliance with the Corporate Governance Code specified in Listing Rules of Hong Kong Stock Exchange and the information disclosed in the Corporate Governance Report;

(20) other functions and powers conferred by laws, administrative regulations, departmental rules or the Articles of Association.

(14) according to the nomination of the chairman of Board of Directors, engage or dismiss the president and secretary of the Board of the Company; upon the nomination of the president, engage or dismiss the vice president, assistant president, financial director and other senior management personnel;

(15) decide the remuneration matters, disciplinary matters of senior management personnel and supervise and ensure that senior management effectively fulfill management responsibilities ;

(16) formulate the basic management system, validate work rules for the president; (17) formulate the amendment plan for the Articles of Association; (18) manage the information disclosure matters of the Company and bear the ultimate liability of truth, accuracy, completeness, and timeliness of the Company’s accounting and financial report ;

(19) propose on the engagement or replacement of the accounting firm that audits the Company to the shareholders’ general meeting; (20) establish the mechanism of the identification, investigation and management mechanism between the Company and Shareholders, especially major shareholders; (21) listen to the work report of the president of the Company and check the work of the president; (22) maintain the legitimate rights and interests of depositors and other stakeholders; (23) verify the Company’s compliance with the Corporate Governance Code specified in Listing Rules of Hong Kong Stock Exchange and the information disclosed in the Corporate Governance Report; (24) other functions and powers conferred by laws, administrative regulations, departmental rules or the Articles of Association.

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Article 168 The Board of Directors holds at Article 168 ~~The Board of Directors holds~~ least four (4) meetings every year, convened ~~at least four (4) meetings every year~~ The by the chairman of Board of Directors, and regular Board Meeting shall be convened noticed to all directors and supervisors in a at least at quarterly intervals , convened by written form within fourteen (14) days the chairman of Board of Directors, and before the meeting. noticed to all directors and supervisors in a written form within fourteen (14) days before the meeting. (New article) Article 169 The proposal audit of our Board of Directors implements centralized management by the department of proposals, thereby proposals shall be submitted to the Board of Directors after being reviewed in accordance with the prescribed procedures.

(New article)

Article 173 The board meeting shall be held upon the attendance of more than half of directors. The resolutions of the Board of Directors must be passed upon the approval of more than half of all the directors, and the major external investment, the major fixed asset disposal plans, capital supplement plans, major equity changes and financial restructuring and other major matters that shall be submitted to the Board of Directors for deliberation in Item ~~(6),~~ (7), (8), (10), ~~(12),(15)~~ (14) and (17) in Article 161 of the Articles of Association and the provisions of the internal systems of the Company must be passed upon the approval of more than two thirds (2/3) of directors.

Article 172 The board meeting shall be held upon the attendance of more than half of directors. The resolutions of the Board of Directors must be passed upon the approval of more than half of all the directors, and the major external investment, the major fixed asset disposal plans and other major matters that shall be submitted to the Board of Directors for deliberation in Item (6), (7), (8), (12) and (15) in Article 161 of the Articles of Association and the provisions of the internal systems of the Company must be passed upon the approval of more than two thirds (2/3) of directors.

One person, one vote, is performed for the vote on resolutions of the Board of Directors.

One person, one vote, is performed for the vote on resolutions of the Board of Directors.

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Article 174 The voting method for the resolution of the Board of Directors is to vote by disclosed ballet. Each director shall have one vote.

Under the prerequisite to sufficiently ensure directors to express opinions and have the full conditions to understand the meeting subject and issues and other information, the interim board meeting may be held in a communication voting method and make resolutions, and signed by the attending directors.

The major external investment, the major fixed asset disposal plans and other major matters that shall be submitted to the Board of Directors for deliberation in Item (6), (7), (8), (12) and (15) in Article 161 of the Articles of Association and the provisions of the internal systems of the Company shall not be voted in a communication way.

Article 175 The voting method for the resolution of the Board of Directors is to vote by disclosed ballet. Each director shall have one vote.

Under the prerequisite to sufficiently ensure directors to express opinions and have the full conditions to understand the meeting subject and issues and other information, the interim board meeting may be held in a communication voting method and make resolutions, and signed by the attending directors.

The major external investment, the major fixed asset disposal plans, capital supplement plans, major equity changes and financial restructuring and other major matters that shall be submitted to the Board of Directors for deliberation in Item ~~(6),~~ (7), (8), (10), ~~(12),~~ (14) and ~~(15)~~ (17) in Article 161 of the Articles of Association and the provisions of the internal systems of the Company shall not be voted in a communication way.

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Article 184 In order to fully perform duties, the Board of Directors sets up the Board Nomination and Remuneration Evaluation Committee, Board Risk Management and Related Transaction Control Committee, Board Development Strategy Committee and Board Audit Committee, may also set up other special committees as needed. The special committees of the Board of Directors are responsible for the Board of Directors, the members are nominated by the chairman of Board of Directors and elected by the Board of Directors, and the number of people is not less than three (3). According to the actual circumstances, the Board of Directors may decide the merge and establishment of the relevant committees. The term of office of committees is the same as the Board of Directors, and members may, if re-elected upon expiration of the term of office, serve consecutive terms.

The chiefs of Board Risk Management and Related Transaction Control Committee, Board Nomination and Remuneration Evaluation Committee and Board Audit Committee are undertaken by independent directors. Independent directors occupy the majority of Board Risk Management and Related Transaction Control Committee, Board Nomination and Remuneration Evaluation Committee and Board Audit Committee. The directors nominated by controlling shareholders shall not be the members of Board Risk Management and Related Transaction Control Committee, Board Nomination and Remuneration Evaluation Committee. The special committees of the Board of Directors shall each have one (1) secretary, responsible for the daily work contact of committees and the meeting preparation of committees.

Article 185 In order to fully perform duties, the Board of Directors sets up the Board Nomination and Remuneration Evaluation Committee, Board Risk Management and Related Transaction Control Committee, Board Development Strategy Committee and Board Audit Committee, may also set up other special committees as needed. The special committees of the Board of Directors are responsible for the Board of Directors, the members are nominated by the chairman of Board of Directors and elected by the Board of Directors, and the number of people is not less than three (3). According to the actual circumstances, the Board of Directors may decide the merge and establishment of the relevant committees. The term of office of committees is the same as the Board of Directors, and members may, if re-elected upon expiration of the term of office, serve consecutive terms.

The chiefs of Board Risk Management and Related Transaction Control Committee, Board Nomination and Remuneration Evaluation Committee and Board Audit Committee are undertaken by independent directors. Independent directors occupy the majority of Board Risk Management and Related Transaction Control Committee, Board Nomination and Remuneration Evaluation Committee and Board Audit Committee. The directors nominated by controlling shareholders shall not be the members of Board Risk Management and Related Transaction Control Committee, Board Nomination and Remuneration Evaluation Committee. The special committees of the Board of Directors shall each have one (1) secretary, responsible for the daily work contact of committees and the meeting preparation of committees. Members of the Audit Committee of the Board of Directors shall have professional knowledge and work experience in such areas as finance, audit and accounting. Members of the Risk Management and Related Transactions Control Committee of the Board of Directors shall have the experience of making judges and management to all kinds of risks.

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Article 186 Board Risk Management and Article 187 Board Risk Management and Related Transaction Control Committee are Related Transaction Control Committee are primarily responsible for: primarily responsible for: (1) supervising the risk control in terms of (1) supervising the risk control in terms of the credit, market, and operations of the the credit, market, and operations of the Company’s senior management personnel; Company’s senior management personnel; (2) making regular assessment of the risk (2) making regular assessment of the risk status of the Company; status of the Company; (3) putting forward a sound risk ~~(3) putting forward a sound risk~~ management advice; ~~management advice;~~ (4) reviewing the asset and liability ( ~~4~~ 3 ) reviewing the asset and liability management policies of the Company; management policies of the Company; (5) putting forward a sound advice on risk ( ~~5~~ 4 ) putting forward a sound advice on risk management and internal control; management and internal control;

(6) collecting, compiling lists and information of related parties of the Company;

(7) inspecting and supervising the control of the Company’s related party transactions, and the implementation of related party transactions control system by the Company’s directors, senior management personnel, the related parties, and report to the Board of Directors;

( ~~6~~ 5 ) collecting, compiling lists and information of related parties of the Company;

( ~~7~~ 6 ) inspecting and supervising the control of the Company’s related party transactions, and the implementation of related party transactions control system by the Company’s directors, senior management personnel, the related parties, and report to the Board of Directors;

(8) approving or making preliminary review ( ~~8~~ 7 ) approving or making preliminary on matters that shall be approved or review on matters that shall be approved or preliminary reviewed by Board Risk preliminary reviewed by Board Risk Management and Related Transaction Management and Related Transaction Control Committee in accordance with the Control Committee in accordance with the Articles of Association and other internal Articles of Association and other internal rules of the Company, keeping records of the rules of the Company, keeping records of the relevant matters, and reporting to the Board relevant matters, and reporting to the Board of Directors as required; of Directors as required; (9) other matters authorised by the Board of ( ~~9~~ 8 ) other matters authorised by the Board Directors. of Directors.

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Article 204 The senior management personnel should establish a system to regularly report to the Board of Directors, to promptly, accurately and completely report the signing and implementation of material contracts of the Company, and the use of funds, financial status, risk condition, operation performance, business prospects, as well as material litigation, and guarantee matters. The president must ensure the authenticity of the reports.

When proposing decisions on wages, welfares, safety and labour protection and labour insurance, non-reappointment (or dismissal) of the employees of the Company and other issues involving the vital interests of employees, the president should listen to the views of the labour union in advance. Article 213 The supervisors are assumed by shareholder representatives, the staff representatives of the Company and the external supervisors elected by the shareholders’ general meeting. The shareholder supervisors and external supervisors are elected or replaced from the shareholders’ general meeting; staff representatives assuming the office of supervisors are elected or replaced by the staff representatives assembly, the general staff meeting or other forms of democratic elections.

Article 205 The senior management personnel should establish a system to ~~regularly~~ report the information to the Board of Directors and its special committees and Board of Supervisors and its special committees , to promptly, accurately and completely report the signing and implementation of material contracts of the Company, and the use of funds, financial status, risk condition, operation performance, business prospects, as well as material litigation, and guarantee matters and clarify the category, content, time and manner of the reporting information in order to ensure the Directors and Supervisors can acquire all kinds of information timely and accurately. The president must ensure the authenticity of the reports.

When proposing decisions on wages, welfares, safety and labour protection and labour insurance, non-reappointment (or dismissal) of the employees of the Company and other issues involving the vital interests of employees, the president should listen to the views of the labour union in advance. Article 214 The supervisors are assumed by shareholder representatives, the staff representatives of the Company and the external supervisors elected by the shareholders’ general meeting. The shareholder supervisors and external supervisors are elected , remove from office or replaced from the shareholders’ general meeting; staff representatives assuming the office of supervisors are elected, remove from office or replaced by the staff representatives assembly, the general staff meeting or other forms of democratic elections.

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Article 218 Where a supervisor neither personally attends the supervisor meeting for two (2) consecutive times without special reasons, nor appoints another supervisor to attend the supervisor meeting, he/she shall be deemed not to perform the duties, and the shareholders’ general meeting or the staff representatives assembly, the general staff meeting or other bodies democratically electing staff supervisors shall replace him.

Article 219 Where a supervisor neither personally attends the supervisor meeting for two (2) consecutive times without special reasons, nor appoints another supervisor to attend the supervisor meeting, he/she shall be deemed not to perform the duties, and the shareholders’ general meeting or the staff representatives assembly, the general staff meeting or other bodies democratically electing staff supervisors shall replace him. A shareholder Supervisor shall not work for the Company less than 15 working days per year.

Employee Supervisors shall enjoy the right to be involved in making rules and regulations concerning the vital interests of the employees and shall be actively involved in the supervision and inspection of the implementation.

Article 231 The Board of Supervisors consists of five (5) to nine (9) supervisors, including the supervisors as shareholder representatives, and external supervisors and the supervisors as the staff representatives. The Board of Supervisors has one (1) chairman, one (1) vice chairman, and the number of external supervisors shall be not less than one third (1/3) of the total number of supervisors.

The Board of Supervisors shall include shareholder representatives and a certain proportion of staff representatives of the Company, and the proportion of staff representatives shall not be less than one third (1/3) of the total number of supervisors. The shareholder representatives are elected and dismissed by the shareholders’ general meeting, and the staff representatives are elected by the staff and workers of the Company through the staff representatives assembly, the general staff meeting or other democratic forms.

Article 232 The Board of Supervisors consists of five (5) to nine (9) supervisors, including the supervisors as shareholder representatives, and external supervisors and the supervisors as the staff representatives. The Board of Supervisors has one (1) chairman, one (1) vice chairman, and the number of external supervisors shall be not less than one third (1/3) of the total number of supervisors.

The Board of Supervisors shall include shareholder representatives and a certain proportion of staff representatives of the Company, and the proportion of staff representatives shall not be less than one third (1/3) of the total number of supervisors. The shareholder representatives are elected and dismissed by the shareholders’ general meeting, and the staff representatives are elected and removed from office by the staff and workers of the Company through the staff representatives assembly, the general staff meeting or other democratic forms.

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ANNEX F PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 232 The Board of Supervisors shall exercise the following functions and powers:

(1) reviewing the regular reports formulated by the Board of Directors of the Company and putting forth written review opinions on the truth, accuracy and completeness of reports;

(2) inspecting and supervising the financial activities of the Company;

(3) supervising and evaluating the performance of directors and senior management personnel of the Company on their duties, reporting the assessment results and reasons for the performance of duties of the directors and senior management personnel to the banking regulatory authority of the State Council within four (4) months after the end of each year, and reporting the assessment results for the performance of duties of the directors and senior management personnel to the shareholders’ general meeting; the performance assessment work is carried out at least once a year; proposing dismissal advice for the directors and senior management personnel that violate laws, administrative regulations, the Articles of Association or resolutions of shareholders’ general meeting;

Article 233 The Board of Supervisors shall exercise the following functions and powers:

(1) reviewing the regular reports formulated by the Board of Directors of the Company and putting forth written review opinions on the truth, accuracy and completeness of reports;

~~(2) inspecting and supervising the financial activities of the Company;~~

(2) supervising the Board of Directors to establish steady business philosophy, value criterion, formulate the scientific strategy of development to conform to the practical circumstances of the Company; regularly evaluate the scientificity, rationality and validity of the strategy of development formulated by the Board of Directors and submit the assessment reports;

(3) supervising and evaluating the performance of directors and senior management personnel of the Company on their duties, reporting the assessment results and reasons for the performance of duties of the directors and senior management personnel to the banking regulatory authority of the State Council within four (4) months after the end of each year, and reporting the assessment results for the performance of duties of the directors and senior management personnel to the shareholders’ general meeting; the performance assessment work is carried out at least once a year; proposing dismissal advice for the directors and senior management personnel that violate laws, administrative regulations, the Articles of Association or resolutions of shareholders’ general meeting;

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ANNEX F PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(4) when the acts of directors and senior management personnel impair the interests of the Company, requiring the directors and senior management personnel to rectify, and entitled to reporting to the shareholders’ general meeting or the relevant regulatory authority according to laws;

(5) making self-assessment on the work of the Board of Supervisors and make assessment on the performance of duties of supervisors, reporting the results and reasons for self-assessment of the Board of Supervisors and the assessment of the performance of duties of the supervisors to the banking regulatory authority of the State Council within four (4) months after the end of each year, and report the assessment results to the shareholders’ general meeting;

(6) propose to hold an extraordinary general meeting of shareholders, and convene and preside over shareholders’ general meeting when the Board of Directors doesn’t perform its duties to convene and preside over the shareholders’ general meeting in accordance with the Company Law;

(7) putting forth proposals to shareholders’ general meeting;

(8) attending the board meetings and the meetings of special committees of the Board of Directors, and may inquire about or put forth proposals on matters on resolutions of the meetings;

(9) conducting off-office auditing on senior management personnel;

(10) inquiring into the directors, Board of Directors, and senior management personnel;

(11) reviewing the Company’s profit distribution programme, and putting forth written review opinions on the compliance and rationality of the profit distribution programme;

(12) supervising the compliance, engagement terms of the appointment, dismissal, reappointment of the accounting firm and the fairness of remunerations as well as the independence and effectiveness of the external audit work;

(4) when the acts of directors and senior management personnel impair the interests of the Company, requiring the directors and senior management personnel to rectify, and entitled to reporting to the shareholders’ general meeting or the relevant regulatory authority according to laws;

(5) making self-assessment on the work of the Supervisors and the Board of Supervisors and make assessment on the performance of duties of supervisors, reporting the results and reasons for selfassessment of the Board of Supervisors and the assessment of the performance of duties of the supervisors to the banking regulatory authority of the State Council within four (4) months after the end of each year, and report the assessment results to the shareholders’ general meeting;

(6) propose to hold an extraordinary general meeting of shareholders, and convene and preside over shareholders’ general meeting when the Board of Directors doesn’t perform its duties to convene and preside over the shareholders’ general meeting in accordance with the Company Law;

(7) putting forth proposals to shareholders’ general meeting;

(8) attending the board meetings and the meetings of special committees of the Board of Directors, and may inquire about or put forth proposals on matters on resolutions of the meetings;

(9) conducting off-office auditing on senior management personnel;

(10) inquiring into the directors, Board of Directors, and senior management personnel;

(11) reviewing the Company’s profit distribution programme, and putting forth written review opinions on the compliance and rationality of the profit distribution programme;

(12) supervising the compliance, engagement terms of the appointment, dismissal, reappointment of the accounting firm and the fairness of remunerations as well as the independence and effectiveness of the external audit work;

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ANNEX F PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(13) supervising the Company’s financial activities, business decisions, risk management and internal control and urging for modifications ; (14) supervising the election procedure of the Directors of the Company;

(13) supervising the Company’s financial activities, business decisions, risk management and internal control;

(14) taking legal proceedings against directors and senior management personnel in accordance with Article 152 of the Company Law;

(15) supervising the scientificity and rationality of the management and policies of remuneration of the Company and the senior management personnel remuneration solution;

(15) investigating any irregularities in the operations of the Company; when necessary, may engage accounting firms, law firms and other professional firms to assist the work; and

(16) taking legal proceedings against (16) other functions and powers conferred directors and senior management personnel by the Articles of Association and the in accordance with Article 152 of the shareholders’ general meeting. Company Law;

(17) investigating any irregularities in the operations of the Company; when necessary, may engage accounting firms, law firms and other professional firms to assist the work; ~~and~~

(18) regularly communicating with the banking regulatory authority about the circumstances of the Company; and

(19) other functions and powers conferred by the Articles of Association and the shareholders’ general meeting.

Article 236 The Board of Supervisors discusses matters in the form of the meeting of Board of Supervisors. The Board of Supervisors shall hold a meeting for every six (6) months. The meeting notice shall be delivered to all supervisors ten (10) days before the meeting. Supervisors may propose to hold an interim meeting of Board of Supervisors.

The motions on the meeting of Board of Supervisors is discussed and voted by Board of Supervisors term by term. The resolutions of the Board of Supervisors shall be passed by more than two thirds (2/3) of supervisors through voting.

When all external supervisors of the Company consider the motion materials on the meeting of Board of Supervisors are insufficient or unclear, they may jointly request to postpone to convene the meeting of Board of Supervisors or postpone the deliberation on relevant motions, and the Board of Supervisors shall adopt it.

Article 237 The Board of Supervisors discusses matters in the form of the meeting of Board of Supervisors. The Board of Supervisors shall hold a meeting ~~for every six (6) months~~ at least at quarterly intervals . The meeting notice shall be delivered to all supervisors ten (10) days before the meeting. Supervisors may propose to hold an interim meeting of Board of Supervisors.

The motions on the meeting of Board of Supervisors is discussed and voted by Board of Supervisors term by term. The resolutions of the Board of Supervisors shall be passed by more than two thirds (2/3) of supervisors through voting.

When all external supervisors of the Company consider the motion materials on the meeting of Board of Supervisors are insufficient or unclear, they may jointly request to postpone to convene the meeting of Board of Supervisors or postpone the deliberation on relevant motions, and the Board of Supervisors shall adopt it.

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ANNEX F PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	(New	article)	Article 238 Under any case hereafter, the
			Board of Supervisors shall convene a
			interim meeting within 10 days:
			(1) when any supervisor proposes to
			convene the interim meeting;
			(2) when Shareholders’ General Meeting
			or the Board of Directors meeting have
			passed resolutions in violation of laws,
			regulations and administrative rules,
			these Articles of Association, Resolution of
			the Shareholders’ General Meeting, and
			other relevant regulations;
			(3) when the misconduct of Directors or
			senior management personnel may cause
			significant damage to the Company or
			exert bad influence in the market;
			(4) when the Directors, Supervisors and
			senior management personnel of the
			Company are pledged lawsuit by
			shareholders;
			(5) when the Directors, Supervisors and
			senior management personnel of the
			Company are punished by the securities
			regulatory authority or publicly
			condemned by the stock exchange;
			(6) when the securities regulatory
			department requires to convene the
			meeting; and
			(7) other circumstances prescribed by the
			Article of Association.
	(New	article)	Article 239 Supervisors who propose for
			an interim meeting of the Board of
			Supervisors shall submit a written
			proposal through the office of the Board
			of Supervisors or to the chairman of the
			Board of Supervisors directly. A written
			proposal shall include the following items:
			(1) the name of the proposed supervisor;
			(2) the reasons for proposal or the basis on
			objective viewpoints;
			(3) time or time limit, address and manner
			of the proposed meeting;
			(4) clear and specific proposal; and
			(5) the contact information and proposed
			date, etc. of the supervisors.

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ANNEX F PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(New article)

Within 3 days after the office of the Board of Supervisors or the chairman of the Board of Supervisors receive the written proposal of supervisors, the office of the Board of Supervisors shall give notice of an interim meeting of the Board of Supervisors. Article 240 When the regular meetings and interim meetings of the Board of Supervisors are to be held, the office of the Board of Supervisors shall submit the written meeting notice 10 and 5 days in advance, respectively, by direct delivery, fax, email or other means to all the Supervisors. If not delivered directly, it shall be confirmed by phone and relevant records shall be made. In any event of urgency, which an interim meeting of Board of Supervisors is required to be convened as soon as possible, the notice of the meeting can be made at any time by verbal or telephone, but the convener shall make statements to explain it.

Article 249 In order to intensify the Article 253 In order to intensify the supervision, the Board of Supervisors sets supervision, the Board of Supervisors sets up the Nomination Committee of Board of up the Nomination Committee of Board of Supervisors and Supervision and Evaluation Supervisors and Supervision ~~and~~ Committee of Board of Supervisors, and ~~Evaluation~~ Committee of Board of may also set up other special committees as Supervisors, and may also set up other needed. The special committees of the Board special committees as needed. The special of Supervisors are responsible for the Board committees of the Board of Supervisors are of Supervisors, the members are nominated responsible for the Board of Supervisors, the by the chairman of Board of Supervisors and members are nominated by the chairman of elected by the Board of Supervisors, and the Board of Supervisors and elected by the number of people is not less than three (3). Board of Supervisors, and the number of The term of office of committees is the same people is not less than three (3). The term of as the Board of Supervisors, and the office of committees is the same as the members may, if re-elected upon expiration Board of Supervisors, and the members may, of the term of office, serve consecutive if re-elected upon expiration of the term of terms. office, serve consecutive terms.

The chiefs of the Nomination Committee of Board of Supervisors and Supervision and Evaluation Committee of Board of Supervisors shall be external supervisors. All special committees of the Board of Supervisors shall have one (1) secretary, responsible for the daily work contact of committees and the meeting preparation of committees.

The chiefs of the Nomination Committee of Board of Supervisors and Supervision ~~and Evaluation~~ Committee of Board of Supervisors shall be external supervisors. All special committees of the Board of Supervisors shall have one (1) secretary, responsible for the daily work contact of committees and the meeting preparation of committees.

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ANNEX F PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 250 The Nomination Committee of Board of Supervisors is primarily responsible for: (1) preparing the conditions of service, criteria and selection procedures for supervisors; (2) making preliminary assessment on the service qualifications and conditions of the candidate supervisors nominated by shareholders, and making recommendations to the Board of Supervisors;

(3) nominating qualified external supervisor candidates and recommending supervisors to the Board of Supervisors;

(4) according to the operational and management status, total asset value and shareholding structure of the Company, making recommendations to the Board of Supervisors on the size and composition of the Board of Supervisors; (5) other matters authorised by the Board of Supervisors.

Article 254 The Nomination Committee of Board of Supervisors is primarily responsible for: (1) preparing the conditions of service, criteria and selection procedures for supervisors;

~~(2) making preliminary assessment on the service qualifications and conditions of the candidate supervisors nominated by shareholders, and making recommendations to the Board of Supervisors;~~

(2) conducting preliminary assessment on the qualifications of the candidates of supervisors, and propose to the Board of Supervisors thereafter;

(3) nominating qualified external supervisor candidates and recommending supervisors to the Board of Supervisors;

(4) supervising the election procedure of Directors; (5) comprehensively evaluating and report to the Board of Supervisors thereafter on the Directors, Supervisors and senior management personnel;

(6) according to the operational and management status, total asset value and shareholding structure of the Company, making recommendations to the Board of Supervisors on the size and composition of the Board of Supervisors;

(7) supervising the scientificity and rationality of the Company’s remuneration management system and policy and remuneration management of senior management personnel; and

(8) other matters authorised by the Board of Supervisors.

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ANNEX F PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 251 The Supervision and Evaluation Committee of Board of Supervisors is primarily responsible for:

(1) supervising the directors, senior management personnel to perform their duties and diligence obligations and formulating relevant regulations, and submitting them to the Board of Supervisors for deliberation and then organizing the implementation;

(2) formulating and implementing the offoffice auditing programme on senior management personnel of the Company and submitting it to the Board of Supervisors for approval and then organizing the implementation; (3) supervising the financial activities, business decisions, risk management and internal control of the Company in accordance with relevant working rules of Board of Supervisors, and making recommendations;

(4) tracking the formulation of regular reports of the Board of Directors and relevant material adjustments, and reporting to the Board of Supervisors;

(5) making recommendations on the supervision of the accounting firm engaged by the Company based when necessary; (6) other matters authorised by the Board of Supervisors.

Article 255 The Supervision ~~and Evaluation~~ Committee of Board of Supervisors is primarily responsible for: ~~(1) supervising the directors, senior management personnel to perform their duties and diligence obligations and formulating relevant regulations, and submitting them to the Board of Supervisors for deliberation and then organizing the implementation ;~~ ~~(2) formulating and implementing the offoffice auditing programme on senior management personnel of the Company and submitting it to the Board of Supervisors for approval and then organizing the implementation;~~ (1) supervising the financial activities, business decisions, risk management and internal control of the Company in accordance with relevant working rules of Board of Supervisors, and making recommendations;

	(2) tracking the formulation of regular
	reports of the Board of Directors and
	relevant material adjustments, and reporting
	to the Board of Supervisors;
	(3) supervising the Board of Directors to
	establish steady business philosophy,
	value criterion and formulating
	development strategy in accordance with the practice of the Company, and supervising the decision-making
	management, risk management and
	internal control, etc.;

	supervising the decision-making management, risk management and internal control, etc.;
	(4) making recommendations on the supervision of the accounting firm engaged by the Company based when necessary; (5) other matters authorised by the Board of Supervisors.
(New article)	Article 260 The views of the external audit institutions should be fully taken into consideration in the event of evaluating the Directors and Supervisors.
(New article)	Article 288 Performance appraisal and remuneration mechanism should subject to special audit annually conducted by the internal audit department, the audit results shall be reported to the Board of Directors and Board of Supervisors, and be submitted to the banking regulatory authority. The design and implementation of the Company’s remuneration system shall be incorporated into the scope of internal audit.

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ANNEX F PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 321 Definitions

(1) The “actual controller” shall refer to the persons who, not being a shareholder of the Company, is able to exercise control over the acts of the Company through an investment relationship, any agreement or other arrangement.

(2) The “connected relationship” shall refer to the relationship between the Company’s controlling shareholders, actual controllers, directors, supervisors, senior management personnel and the enterprises under their direct or indirect control, as well as other relationships that may result in the transfer of the interests of the Company. However, state-owned enterprises shall not have the relationship aforementioned due to jointly being controlled by the State.

Article 327 Definitions

(1) The “actual controller” shall refer to the persons who, not being a shareholder of the Company, is able to exercise control over the acts of the Company through an investment relationship, any agreement or other arrangement.

(2) The “connected relationship” shall refer to the relationship between the Company’s controlling shareholders, actual controllers, directors, supervisors, senior management personnel and the enterprises under their direct or indirect control, as well as other relationships that may result in the transfer of the interests of the Company. However, state-owned enterprises shall not have the relationship aforementioned due to jointly being controlled by the State.

(3) major Shareholders refer to those directly or indirectly, jointly hold or control in excess of 5% of the total number of shares or voting right or/and exert significant impact on the Company’s decisions.

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETINGS

ANNEX G

The Rules of Procedure for Shareholders’ General Meetings are written in Chinese and there is no official English translation in respect thereof. The translation into English is for convenience only. In case of any inconsistency between the English and Chinese versions, the Chinese version shall prevail.

Details of the proposed amendments to the Rules of Procedure for Shareholders’ General Meetings are as follows (deletion shown by way of strikethrough and new addition by way of underline):

Existing Articles	Existing Articles	Existing Articles	Articles after Amendments
(New article)			Article 102 Shareholder’s Meeting shall
			carry out lawyer witnessing system and
			the lawyers shall issue legal opinions
			which shall give advice for the legitimacy
			of the procedures of the meeting,
			shareholders’ qualifications to attend the
			meeting and the issues that the meeting
			discusses. Shareholders Meeting shall
			comply with local stipulations of
			scrutinize balloting in the place where the
			its shares are listed.
Article 110 The present Rules of Procedure			Article 111 The present Rules of Procedure
shall take effects since the day when the			shall take effects and be implemented from
foreign shares (H share) issued by the			the day when ~~the foreign shares (H share)~~
Company for overseas listing are listed on			~~issued~~ ~~by~~ ~~the~~ ~~Company~~ ~~for~~ ~~overseas~~
the Stock Exchange of Hong Kong Co., Ltd.			~~listing are listed on the Stock Exchange of~~
after the Shareholder’s Meeting approves it.			~~Hong~~ ~~Kong~~ ~~Co.,~~ ~~Ltd.~~ ~~after~~ the
The original Rules of Procedure shall lose			Shareholder’s Meeting approves it. The
efficacy when the present one takes effects.			original Rules of Procedure shall lose
			efficacy when the present one takes effects.

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS’ MEETINGS

ANNEX H

The Rules of Procedure for the Board of Directors’ Meetings are written in Chinese and there is no official English translation in respect thereof. The translation into English is for convenience only. In case of any inconsistency between the English and Chinese versions, the Chinese version shall prevail.

Details of the proposed amendments to the Rules of Procedure for the Board of Directors’ Meetings are as follows (deletion shown by way of strikethrough and new addition by way of underline):

Existing Articles

Articles after Amendments

Article 7 The Board of Directors shall exercise the following functions and powers: (1) convene the shareholders’ general meeting and to report to the shareholders’ general meeting; (2) implement the resolutions of the shareholders’ general meeting; (3) decide the development plan of the Company; (4) decide the operation plan, investment plan, and major assets disposal plan of the Company; (5) formulate the annual financial budget plan and final account plan of the Company; (6) formulate the profit distribution plan and loss make-up plan of the Company;

Article 7 The Board of Directors shall exercise the following functions and powers: (1) convene the shareholders’ general meeting and to report to the shareholders’ general meeting; (2) implement the resolutions of the shareholders’ general meeting; (3) decide the development plan of the Company and formulate business development strategy of the Company and supervise the implementation of strategy; (4) decide the operation plan, investment plan, and major assets disposal plan of the Company; (5) formulate the risk tolerance, risk management and internal control policies of the Company;

(7) formulate the plans for the increase or decrease of the registered capitals, the issuance of bonds or other securities and the listing of the Company;

(6) formulate the annual financial budget plan and final account plan of the Company;

(7) formulate the profit distribution plan and loss make-up plan of the Company;

(8) make the plans for major acquisitions of the Company, the acquisitions of the stock of the Company or merger, division, dissolution and form change of the company;

(8) formulate the plans for the increase or decrease of the registered capitals, the issuance of bonds or other securities and the listing of the Company;

(9) formulate capital planning and bear the ultimate responsibility of capital management;

(9) regularly evaluate and improve the Company’s corporate governance;

(10) within the authorised range of the shareholders’ general meeting, decide the Company’s external investment, acquisition and selling of assets, pledged assets, external guarantee matters, associated/connected transactions and other matters; (11) determine arrangement plans for the Company’s internal management agencies, branches and capacity, and the number of management personnel;

(10) make the plans for major acquisitions of the Company, the acquisitions of the stock of the Company or merger, division, dissolution and form change of the company;

(11) regularly evaluate and improve the Company’s corporate governance;

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS’ MEETINGS

ANNEX H

(12) according to the nomination of the chairman of Board of Directors, engage or dismiss the president and secretary of the Board of the Company; upon the nomination of the president, engage or dismiss the vice president, assistant president, financial director and other senior management personnel;

(13) decide the remuneration matters and disciplinary matters of senior management personnel;

(14) formulate the basic management system, validate work rules for the president;

(15) formulate the amendment plan for the

Articles of Association; (16) manage the information disclosure matters of the Company; (17) propose on the engagement or replacement of the accounting firm that audits the Company to the shareholders’ general meeting;

(18) listen to the work report of the president of the Company and check the work of the president;

(19) verify the Company’s compliance with the Corporate Governance Code specified in Listing Rules of Hong Kong Stock Exchange and the information disclosed in the Corporate Governance Report; (20) other functions and powers conferred by laws, administrative regulations, departmental rules or the Articles of Association.

(12) within the authorised range of the shareholders’ general meeting, decide the Company’s external investment, acquisition and selling of assets, pledged assets, external guarantee matters, associated/connected transactions, external donations and other matters;

(13) determine arrangement plans for the Company’s internal management agencies, branches and capacity, and the number of management personnel; (14) according to the nomination of the chairman of Board of Directors, engage or dismiss the president and secretary of the Board of the Company; upon the nomination of the president, engage or dismiss the vice president, assistant president, financial director and other senior management personnel;

(15) decide the remuneration matters, disciplinary matters of senior management personnel and supervise and ensure that senior management effectively fulfill management responsibilities ;

(16) formulate the basic management system, validate work rules for the president; (17) formulate the amendment plan for the Articles of Association; (18) manage the information disclosure matters of the Company and bear the ultimate liability of truth, accuracy, completeness, and timeliness of the Company’s accounting and financial report ; (19) propose on the engagement or replacement of the accounting firm that audits the Company to the shareholders’ general meeting; (20) establish the mechanisms, such as identification, investigation and management mechanism between the Company and shareholders, especially major shareholders; (21) listen to the work report of the president of the Company and check the work of the president; (22) protect the legitimate rights and interests of depositors and other stakeholders;

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS’ MEETINGS

ANNEX H

(23) verify the Company’s compliance with the Corporate Governance Code specified in Listing Rules of Hong Kong Stock Exchange and the information disclosed in the Corporate Governance Report; (24) other functions and powers conferred by laws, administrative regulations, departmental rules or the Articles of Association.

Article 8 Powers of approval that the Board of Directors has for the fixed assets investment, external guarantee, foreign investment and connected/related transaction are as follows:

(1) Fixed Asset Investments

Fixed asset investment projects are divided into the following categories in the Company: general fixed asset investments projects, substantial fixed asset investment projects and specially substantial fixed asset investments projects.

General fixed assets investment projects include: purchases, sales and disposals of the fixed assets of which the amount does not exceed RMB20 million. General fixed assets investment projects shall be approved by the President of the Company, with the authorization by the Board of Directors and submitted to the Risk Management and Connected Transaction Committee of the Board of Directors for filing.

Substantial fixed asset investments projects include: purchases, sales, and disposals of the fixed assets of which the amount exceeds RMB20 million but the aggregate amount of expected value of the fixed assets to be disposed and the value of the disposed fixed assets four months before the proposed disposition do not exceed 33% of the value of the fixed assets reflected in the balance sheet, upon the discussion in the latest General Meeting. The substantial fixed asset investments projects shall be approved by the Board of Directors, whilst the amount of the fixed asset investments projects do not exceed RMB500 million shall be approved by the Risk Management and Connected Transaction Committee, with the authorization by the Board of Directors and submitted to the Board of Directors for filing.

Article 8 Powers of approval that the Board of Directors has for the fixed assets investment, external guarantee, foreign investment, connected/related transaction and external donations are as follows:

(1) Fixed Asset Investments

Fixed asset investment projects are divided into the following categories in the Company: general fixed asset investments projects, substantial fixed asset investment projects and specially substantial fixed asset investments projects. General fixed assets investment projects include: purchases, sales and disposals of the fixed assets of which the amount does not exceed RMB20 million. General fixed assets investment projects shall be approved by the President of the Company, with the authorization by the Board of Directors and submitted to the Risk Management and Connected Transaction Committee of the Board of Directors for filing.

Substantial fixed asset investments projects include: purchases, sales, and disposals of the fixed assets of which the amount exceeds RMB20 million but the aggregate amount of expected value of the fixed assets to be disposed and the value of the disposed fixed assets four months before the proposed disposition do not exceed 33% of the value of the fixed assets reflected in the balance sheet, upon the discussion in the latest General Meeting. The substantial fixed asset investments projects shall be approved by the Board of Directors, whilst the amount of the fixed asset investments projects do not exceed RMB500 million shall be approved by the Risk Management and Connected Transaction Committee, with the authorization by the Board of Directors and submitted to the Board of Directors for filing.

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS’ MEETINGS

ANNEX H

Specially substantial fixed assets investment projects include: the aggregate amount of the expected value f the fixed assets to be disposed and the value of the disposed fixed assets four months before the proposed disposition, which exceed 33% of the value of the fixed assets reflected in the balance sheet, upon the discussion in the latest General Meeting. The amounts of the separate purchases, sales and replacements of certain or relevant fixed assets within 12 months, shall be accumulated for calculation. The specially substantial fixed asset investments projects shall be approved in the General Meeting.

Disposition of the fixed assets in this Article includes the acts of transferring certain equity of the assets, but not includes the acts of offer guarantee by means of fixed assets.

The validity of the transactions in the Company occurred in the process of the disposition of the fixed assets shall not be affected by any violation of relevant regulations that are resolved in the General Meeting.

(2) External Guarantee

The Company’s Articles of Association includes the acts guaranteed by the Company to the third party which takes risks apart from the acts guaranteed within the normal business. The amount of any single external guarantee that does not exceed RMB100 million shall be approved by the president of the Company, with the authorization by the Risk Management and Connected Transaction Committee and submitted to the Board of Directors for filing. In the event that the amount of any single external guarantee exceeding RMB100 million but not exceeding 10% of the Company’s latest net assets after audit, shall be approved by the Board of Directors, whilst the amount of any single external guaranteed not exceeding RMB500 million shall be approved by the Risk Management and Connected Transaction Committee, with the authorization by the Board of Directors and submitted to the Board of Directors for filing.

Specially substantial fixed assets investment projects include: the aggregate amount of the expected value f the fixed assets to be disposed and the value of the disposed fixed assets four months before the proposed disposition, which exceed 33% of the value of the fixed assets reflected in the balance sheet, upon the discussion in the latest General Meeting. The amounts of the separate purchases, sales and replacements of certain or relevant fixed assets within 12 months, shall be accumulated for calculation. The specially substantial fixed asset investments projects shall be approved in the General Meeting.

Disposition of the fixed assets in this Article includes the acts of transferring certain equity of the assets, but not includes the acts of offer guarantee by means of fixed assets.

The validity of the transactions in the Company occurred in the process of the disposition of the fixed assets shall not be affected by any violation of relevant regulations that are resolved in the General Meeting.

(2) External Guarantee

The Company’s Articles of Association includes the acts guaranteed by the Company to the third party which takes risks apart from the acts guaranteed within the normal business. The amount of any single external guarantee that does not exceed RMB100 million shall be approved by the president of the Company, with the authorization by the Risk Management and Connected Transaction Committee and submitted to the Board of Directors for filing.

In the event that the amount of any single external guarantee exceeding RMB100 million but not exceeding 10% of the Company’s latest net assets after audit, shall be approved by the Board of Directors, whilst the amount of any single external guaranteed not exceeding RMB500 million shall be approved by the Risk Management and Connected Transaction Committee, with the authorization by the Board of Directors and submitted to the Board of Directors for filing.

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS’ MEETINGS

ANNEX H

The guarantee of which the amount exceed 10% of the Company’s latest net assets after audit, shall be approved in the General Meeting.

(3) External Investments

The external investments laid by the Company refer to the equity investments carried out by the Company, including: general external investments, substantial external investments and specially substantial external investments.

General external investments refer to the external investments of which the amount does not exceed RMB20 million. General external investments shall be approved by the president of the Company, with the authorization by the Board of Directors and submitted to the Risk Management and Connected Transaction Committee of the Board of Directors for filing.

Substantial external investments refers to the external investment of which the amount exceeds RMB20 million, but not exceeding 30% of the Company’s latest net assets after audit. Substantial external investments shall be approved by the Board of Directors, whilst the amount of single external investments which do not exceed RMB500 million shall be approved by the Risk management and Connected Transaction Committee, with the authorization by the Board of Directors and submitted to the Board of Directors for filing. Specially substantial external investments refers to the external investments of which any single amount exceeds 30% of the Company’s latest net assets after audit. In respect of specially substantial external investments, solutions shall be formulated by the Board of Directors and seek approvals in the General Meeting.

(4) Connected/Related Transaction

Powers of examination and approval for the connected transaction are determined in accordance with the relevant items of the Company’s Connected/Related Transaction Management Method.

The guarantee of which the amount exceed 10% of the Company’s latest net assets after audit, shall be approved in the General Meeting.

(3) External Investments

The external investments laid by the Company refer to the equity investments carried out by the Company, including: general external investments, substantial external investments and specially substantial external investments.

General external investments refer to the external investments of which the amount does not exceed RMB20 million. General external investments shall be approved by the president of the Company, with the authorization by the Board of Directors and submitted to the Risk Management and Connected Transaction Committee of the Board of Directors for filing.

Substantial external investments refers to the external investment of which the amount exceeds RMB20 million, but not exceeding 30% of the Company’s latest net assets after audit. Substantial external investments shall be approved by the Board of Directors, whilst the amount of single external investments which do not exceed RMB500 million shall be approved by the Risk management and Connected Transaction Committee, with the authorization by the Board of Directors and submitted to the Board of Directors for filing.

Specially substantial external investments refers to the external investments of which any single amount exceeds 30% of the Company’s latest net assets after audit. In respect of specially substantial external investments, solutions shall be formulated by the Board of Directors and seek approvals in the General Meeting.

(4) Connected/Related Transaction

Powers of examination and approval for the connected transaction are determined in accordance with the relevant items of the ~~Company’s~~ Harbin Bank’s ~~Connected/~~ Related Transaction Management Method and the implementing regulations .

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS’ MEETINGS

ANNEX H

(5) External Donations The single external donation that exceeds RMB10 million shall be approved by the Board of Directors and that less than RMB10 million is allowed to be approved by president of the Company with the authorization of the Board of Directors. (New article) Article 13 Each special committee under the Board of Directors shall make annual working plan and hold meetings regularly. Article 14 The Board of Directors holds at Article 15 ~~The Board of Directors holds at~~ least four (4) meetings every year, convened ~~least four (4) meetings every year,~~ The by the chairman of Board of Directors, and regular Board Meeting shall be convened noticed to all directors and supervisors in a at least at quarterly intervals per quarter written form within fourteen (14) days of a year , convened by the chairman of before the meeting. Board of Directors, and noticed to all directors and supervisors in a written form within fourteen (14) days before the meeting. Article 28 Supervisors may attend to the Article 29 ~~Supervisors may attend to the~~ Board meetings. In the event that the ~~Board meetings~~ When the Board of president of the Company and the secretary Directors convenes a Board meeting, it of the Board are not Directors, they shall shall notice the Board of Supervisors to attend the meeting. Other senior executives send members to attend . In the event that and relevant members are allowed to attend the president of the Company and the the meeting, if necessary. secretary of the Board are not Directors, Supervisors may make queries or they shall attend the meeting. Other senior executives and relevant members are suggestions to the relevant resolutions issued by the Board of Directors. allowed to attend the meeting, if necessary. In the event that the President of the Supervisors may make queries or Company who is not the Director can attend suggestions to the relevant resolutions the Board of Directors’ Meeting, but do not issued by the Board of Directors. process any right to vote. In the event that the President of the Company who is not the Director can attend the Board of Directors’ Meeting, but do not process any right to vote. (New article) Article 33 The Board of Directors can vote by communication when the following situations occur: (1) issues to be examined are of urgency; (2) issues to be examined do not belong to the issues that listed in Article 38 under these Rules of Procedure.

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS’ MEETINGS

ANNEX H

	(New	article)	Article 34 When the Board of Directors
			vote by communication, the chairman or
			the secretary of the Board shall examine
			and determine the written proposals of
			the Board meeting.
			Sufficient time shall be arranged for the
			Directors to examine the written proposal
			upon the delivery of the notice of
			meetings, written proposals, voting forms
			and other relevant documents that the
			Board of Directors vote by
			communication.
			Directors are entitled to make written
			suggestions for the Board of Directors and
			the Board shall vote in full consideration
			of the suggestions.
	(New	article)	Article 35 The notice on resolutions that
			are voted by communication shall include
			the following:
			(1) examined issues and relevant materials
			that shall help Directors make decisions;
			(2) date of the meeting;
			(3) contact person and the contact
			information;
			(4) other issues that the Board of
			Directors considers to be necessary for
			explanation.
	(New	article)	Article 36 Directors shall list the date in
			the notice of meeting, vote with prudence,
			fill in the voting forms with proper
			manner and send them to the Board
			Office. The said voting forms and written
			suggestions shall be filed as Company
			profile and shall be preserved
			permanently, and restricted for the review
			of the departments and persons with
			authority.
	(New	article)	Article 37 Directors who vote by
			communication means shall send the
			completed voting forms and written
			suggestions to the Board Office through
			express mail services, e-mail or fax.

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS’ MEETINGS

ANNEX H

	Article 32 The major external investment,	Article 38 The major external investment,
	the major fixed asset disposal plans and	the major fixed asset disposal plans, capital
	other major matters that shall be submitted	financing solutions, substantial equity
	to the Board of Directors for deliberation in	changes and financial restructuring and
	Item (6), (7), (8), (12) and (15) in Article 7,	other major matters that shall be submitted
	Chapter 2 of the Articles of Association and	to the Board of Directors for deliberation in
	the provisions of the internal systems of the Company shall not be voted by	Item ~~(6), ~~(7), (8), (10), ~~(12), ~~(14) and ~~(15)~~ (17) in Article 7, Chapter 2 of the Articles of
	communication but must be passed upon the	Association and the provisions of the
	approval of more than two thirds (2/3) of	internal systems of the Company shall not be
	directors.	voted by communication but must be passed
		upon the approval of more than two thirds
		(2/3) of directors.
	(New article)	Article 45 Any supervisory suggestion and
		rectification made by banking regulatory
		authorities shall be reported in the Board
		meeting.
	Article 43 The Board of Directors’ Meeting	Article 50 The Board of Directors’ Meeting
	includes the information as follows:	includes the information as follows:
	(1) the date, venue and names of the	(1) the date, venue and names of the
	conveners;	conveners;
	(2) the names of Directors who are present	(2) the names of Directors who are present
	and absent or the assignees (proxies);	and absent or the assignees (proxies);
	(3) agenda of the Meeting;	(3) proponents of each proposal;
	(4) the keynotes of the Directors;	(4) agenda of the Meeting;
	(5) the way of voting and its result of each	(5) the keynotes of the Directors;
	resolution issue (each result shall be voted for or against or abstain from the resolution).	(6) the way of voting and its result of each resolution issue (each result shall be voted
		for or against or abstain from the
		resolution).
	Article 57 Upon approval by the	Article 64 Upon approval by the
	shareholders’ general meeting of the	shareholders’ general meeting of the
	Company, the Articles of Association of the	Company, the Articles of Association of the
	Company shall come into force from the	Company shall come into force ~~from the~~
	day when the foreign shares issued by the	~~day when the foreign shares issued by the~~
	Company for overseas listing are listed on	~~Company for overseas listing are listed on~~
	the Stock Exchange of Hong Kong Co.,	~~the Stock Exchange of Hong Kong Co.,~~
	Ltd.. From the date that the Rules of	~~Ltd.~~. From the date that the Rules of
	Procedure takes effect, the original Rules of	Procedure takes effect, the original Rules of
	Procedure of the Company shall	Procedure of the Company shall
	automatically lose effectiveness.	automatically lose effectiveness.

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF SUPERVISORS’ MEETINGS

ANNEX I

The Rules of Procedure for the Board of Supervisors’ Meetings are written in Chinese and there is no official English translation in respect thereof. The translation into English is for convenience only. In case of any inconsistency between the English and Chinese versions, the Chinese version shall prevail.

Details of the proposed amendments to the Rules of Procedure for the Board of Supervisors’ Meetings are as follows (deletion shown by way of strikethrough and new addition by way of underline):

Existing Articles Articles after Amendments Article 9 The Board of Supervisors shall set Article 9 The Board of Supervisors shall set up a Nomination Committee and a up a Nomination Committee and a Supervision and Evaluation Committee and Supervisory Committee and may set up may set up other special committees as other special committees as needed. All needed. All special committee members of special committee members of the Board of the Board of Supervisors shall be Supervisors shall be accountable to the accountable to the Board of Supervisors and Board of Supervisors and shall be elected by shall be elected by the Board of Supervisors the Board of Supervisors upon nomination upon nomination by the chairman of the by the chairman of the Board of Supervisors Board of Supervisors and that the number of and that the number of members shall not be members shall not be less than three people. less than three people. The term of office of The term of office of the committees shall be the committees shall be the same as the the same as the Board of Supervisors and a Board of Supervisors and a committee committee member may be re-elected for member may be re-elected for consecutive consecutive terms upon expiration of the terms upon expiration of the term of office. term of office. The chiefs of the Nomination The chiefs of the Nomination Committee Committee and the Supervision and and the Supervisory Committee of the Evaluation Committee of the Board of Board of Supervisors shall be assumed by Supervisors shall be assumed by external external supervisors. All special committees supervisors. All special committees of the of the Board of Supervisors shall have one Board of Supervisors shall have one secretary responsible for the committee’s secretary responsible for the committee’s daily affairs and meeting preparations. daily affairs and meeting preparations.

Article 10 The Board of Supervisors is the Company’s supervision body, and independently exercises supervision functions, responsible for the shareholders’ general meeting. The Board of Supervisors shall exercise the following functions and powers: (1) reviewing the regular reports formulated by the Board of Directors of the Company and putting forth written review opinions; (2) inspecting and supervising the financial activities of the Company;

Article 10 The Board of Supervisors is the Company’s supervision body, and independently exercises supervision functions, responsible for the shareholders’ general meeting. The Board of Supervisors shall exercise the following functions and powers: (1) reviewing the regular reports formulated by the Board of Directors of the Company and putting forth written review opinions on the truth, accuracy and completeness of reports ; (2) ~~(2) inspecting and supervising the financial activities of the Company;~~ supervising the Board of Directors to establish steady business philosophy, value criterion, formulate the scientific strategy of development to conform to the practical circumstances of the Company; regularly evaluate the scientificity, rationality and validity of the strategy of development formulated by the Board of Directors and submit the assessment reports;

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF SUPERVISORS’ MEETINGS

ANNEX I

(3) supervising and evaluating the performance of directors and senior management personnel of the Company on their duties, reporting the assessment results and reasons for the performance of duties of the directors and senior management personnel to the banking regulatory authority of the State Council within four (4) months after the end of each year, and reporting the assessment results for the performance of duties of the directors and senior management personnel to the shareholders’ general meeting; the performance assessment work is carried out at least once a year; proposing dismissal advice for the directors and senior management personnel that violate laws, administrative regulations, the Articles of Association or resolutions of shareholders’ general meeting;

(4) when the acts of directors and senior management personnel impair the interests of the Company, requiring the directors and senior management personnel to rectify, and entitled to reporting to the shareholders’ general meeting or the relevant regulatory authority according to laws; (5) making self-assessment on the work of the Board of Supervisors and make assessment on the performance of duties of supervisors, reporting the results and reasons for self-assessment of the Board of Supervisors and the assessment of the performance of duties of the supervisors to the banking regulatory authority of the State Council within four (4) months after the end of each year, and report the assessment results to the shareholders’ general meeting; (6) propose to hold an extraordinary general meeting of shareholders,and convene and preside over shareholders’ general meeting when the Board of Directors doesn’t perform its duties to convene and preside over the shareholders’ general meeting in accordance with the Company Law;

(7) putting forth proposals to shareholders’ general meeting;

(8) attending the board meetings and the meetings of special committees of the Board of Directors, and may inquire about or put forth proposals on matters on resolutions of the meetings;

(9) conducting off-office auditing on senior management personnel;

(3) supervising and evaluating the performance of directors and senior management personnel of the Company on their duties, reporting the assessment results and reasons for the performance of duties of the directors and senior management personnel to the banking regulatory authority of the State Council within four (4) months after the end of each year, and reporting the assessment results for the performance of duties of the directors and senior management personnel to the shareholders’ general meeting; the performance assessment work is carried out at least once a year; proposing dismissal advice for the directors and senior management personnel that violate laws, administrative regulations, the Articles of Association or resolutions of shareholders’ general meeting;

(4) when the acts of directors and senior management personnel impair the interests of the Company, requiring the directors and senior management personnel to rectify, and entitled to reporting to the shareholders’ general meeting or the relevant regulatory authority according to laws;

(5) making self-assessment on the work of the Supervisors and the Board of Supervisors and make assessment on the performance of duties of supervisors, reporting the results and reasons for selfassessment of the Board of Supervisors and the assessment of the performance of duties of the supervisors to the banking regulatory authority of the State Council within four (4) months after the end of each year, and report the assessment results to the shareholders’ general meeting;

(6) propose to hold an extraordinary general meeting of shareholders,and convene and preside over shareholders’ general meeting when the Board of Directors doesn’t perform its duties to convene and preside over the shareholders’ general meeting in accordance with the Company Law;

(7) putting forth proposals to shareholders’ general meeting;

(8) attending the board meetings and the meetings of special committees of the Board of Directors, and may inquire about or put forth proposals on matters on resolutions of the meetings;

(9) conducting off-office auditing on senior management personnel;

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF SUPERVISORS’ MEETINGS

ANNEX I

(10) inquiring into the directors, Board of (10) inquiring into the directors, Board of Directors, and senior management Directors, and senior management personnel; personnel; (11) reviewing the Company’s profit (11) reviewing the Company’s profit distribution programme, and putting forth distribution programme, and putting forth written review opinions on the compliance written review opinions on the compliance and rationality of the profit distribution and rationality of the profit distribution programme; programme; (12) supervising the compliance, (12) supervising the compliance, engagement terms of the appointment, engagement terms of the appointment, dismissal, reappointment of the accounting dismissal, reappointment of the accounting firm and the fairness of remunerations as firm and the fairness of remunerations as well as the independence and effectiveness well as the independence and effectiveness of the external audit work; of the external audit work; (13) supervising the Company’s business (13) supervising the Company’s financial decisions, risk management and internal activities , business decisions, risk control; management and internal control and (14) taking legal proceedings against urging for modifications ; directors and senior management personnel (14) supervising the election procedure of in accordance with Article 152 of the the Directors of the Company; Company Law; (15) supervising the scientificity and (15) investigating any irregularities in the rationality of the management and operations of the Company; when necessary, policies of remuneration of the Company may engage accounting firms, law firms and and the senior management personnel other professional firms to assist the work; remuneration solution; and (16) taking legal proceedings against (16) other functions and powers conferred directors and senior management personnel by the Articles of Association. in accordance with Article 152 of the Company Law; (17) investigating any irregularities in the operations of the Company; when necessary, may engage accounting firms, law firms and other professional firms to assist the work; (18) regularly communicating with the banking regulatory authority about the circumstances of the Company; and (19) other functions and powers conferred by the Articles of Association and the ’ shareholders general meeting . Article 14 The meetings of the Board of Article 14 The meetings of the Board of Supervisors separate by regular meetings Supervisors separate by regular meetings and extraordinary meeting. The regular and extraordinary meeting. ~~The regular~~ meetings of the Board of Supervisors shall ~~meetings of the Board of Supervisors shall~~ be held at least once every six months. ~~be held at least once every six months.~~ The meetings of the Board of Supervisors shall be held at least at quarterly intervals .

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF SUPERVISORS’ MEETINGS

ANNEX I

Article 21 Meetings of the Board of Article 21 Meetings of the Board of Supervisors shall be held upon the Supervisors shall be held upon the attendance of more than half of supervisors. attendance of more than half of supervisors. When the quorum requirement is not met as When the quorum requirement is not met as relevant supervisor refuses or fails to attend relevant supervisor refuses or fails to attend the meeting, other supervisors shall timely the meeting, other supervisors shall timely report it to the regulatory department. report it to the regulatory department. When the meeting of the Board of Supervisors discusses a motion on matters that a supervisor has vested or associated interest, the supervisor shall avoid attending the meeting. Secretary to the Board of Directors and securities affairs representatives shall attend meetings of the Board of Supervisors as non-voting attendees.

Article 37 The present Rules of Procedure Article 37 The present Rules of Procedure shall take effects since the day when the shall take effects since the day when ~~the~~ foreign shares (H share) issued by the ~~foreign shares (H share) issued by the~~ Company for overseas listing are listed on ~~Company for overseas listing are listed on~~ the Stock Exchange of Hong Kong Co., ~~the Stock Exchange of Hong Kong Co.,~~ Ltd. after the Shareholder’s Meeting ~~Ltd. after~~ the Shareholder’s Meeting approves it. The original Rules of Procedure approves it. The original Rules of Procedure shall lose efficacy when the present one shall lose efficacy when the present one takes effects. takes effects.

– 74 –

NOTICE OF 2014 ANNUAL GENERAL MEETING

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)

NOTICE OF 2014 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2014 Annual General Meeting (“ AGM ”) of Harbin Bank Co., Ltd. (the “ Bank ”) will be held at Conference Hall A, Hotel Sofitel Wanda Harbin, 68 Ganshui Road, Xiangfang District, Harbin, Heilongjiang, China, at 8:30 a.m. on Tuesday, 30 June 2015 for the purpose of considering and, if thought fit, passing the following resolutions (capitalised terms used in this notice shall have the same meanings as those defined in the circular dated 14 May 2015 issued by the Bank unless otherwise stated):

ORDINARY RESOLUTIONS

1. To consider and approve the “Proposal on the Work Report of the Fifth Session of the Board of Directors”;

2. To consider and approve the “Proposal on the Work Report of the Fifth Session of the Board of Supervisors”;

3. To consider and approve the “Proposal on the 2014 Annual Financial Statements”;

4. To consider and approve the “Proposal on the 2015 Financial Budgets”;

5. To consider and approve the “Proposal on the 2014 Profit Distribution Plan”;

6. To consider and approve the “Proposal on the 2014 Annual Report”;

7. To consider and approve the “Proposal on the Appointment of Auditors for 2015”;

8. To consider and approve the “Proposal on the Election and Re-election of Directors for the Sixth Session of the Board of Directors”, namely:

9. (1) re-election of Guo Zhiwen as executive director of the Bank;

10. (2) re-election of Liu Zhuo as executive director of the Bank;

11. (3) election of Zhang Qiguang as executive director of the Bank;

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NOTICE OF 2014 ANNUAL GENERAL MEETING

• (4) re-election of Zhang Taoxuan as non-executive director of the Bank;

• (5) re-election of Chen Danyang as non-executive director of the Bank;

• (6) re-election of Cui Luanyi as non-executive director of the Bank;

• (7) re-election of Qin Hongfu as non-executive director of the Bank;

• (8) election of Ma Baolin as non-executive director of the Bank;

• (9) re-election of Ma Yongqiang as independent non-executive director of the Bank;

• (10) re-election of Zhang Shengping as independent non-executive director of the Bank;

• (11) re-election of He Ping as independent non-executive director of the Bank;

• (12) re-election of Du Qingchun as independent non-executive director of the Bank;

• (13) re-election of Wan Kam To as independent non-executive director of the Bank; and

• (14) re-election of Kong Siu Chee as independent non-executive director of the Bank;

• To consider and approve the “Proposal on the Re-election of Shareholder Representative Supervisor and External Supervisors for the Sixth Session of the Board of Supervisors”, namely:

• (1) re-election of Lu Yujuan as shareholder representative supervisor of the Bank;

• (2) re-election of Bai Fan as external supervisor of the Bank;

• (3) re-election of Wang Jiheng as external supervisor of the Bank; and

• (4) re-election of Meng Rongfang as external supervisor of the Bank;

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NOTICE OF 2014 ANNUAL GENERAL MEETING

SPECIAL RESOLUTIONS

1. To consider and approve the “Proposal on the Amendments to the Articles of Association”;

2. To consider and approve the “Proposal on the Amendments to the Rules of Procedure for Shareholders’ General Meetings”;

3. To consider and approve the “Proposal on the Amendments to the Rules of Procedure for the Board of Directors’ Meetings”;

4. To consider and approve the “Proposal on the Amendments to the Rules of Procedure for the Board of Supervisors’ Meetings”; and

5. To consider and approve the “Proposal on Granting a General Mandate to Issue Additional H Shares to the Board of Directors”, details of which are as follows:

6. (1) Subject to the conditions set out below, the board of directors of the Bank be 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:

   • (a) save as in relation to offers, agreements or options made or granted by the board of directors of the Bank during the Relevant Period (defined as below)which might require to be conducted or exercised after the end of the Relevant Period, the mandate shall not exceed the Relevant Period;

   • (b) the aggregate nominal value of H shares of the Bank to be allotted and issued, or agreed (conditionally or unconditionally) to be allotted and issued (whether pursuant to an option or otherwise), by the board of directors of the Bank 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

   • (c) the board of directors of the Bank will only exercise its power under the mandate mentioned above in accordance with the PRC Company Law (as amended from time to time) and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time) and after obtaining the approvals of China Securities Regulatory Commission and/or other relevant PRC government authorities.

7. (2) For the purpose of this resolution, the “ Relevant Period ” means the period from the date of passing this resolution until the earliest of:

   • (a) the conclusion of the next annual general meeting of the Bank following the passing of this resolution;

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NOTICE OF 2014 ANNUAL GENERAL MEETING

• (b) the expiration of the 12-month period following the passing of this resolution; or

• (c) the revocation or variation of the authority granted under this resolution by a special resolution of the Bank in general meeting.

• (3) After the issue of new H shares pursuant to this special resolution, the board of directors of the Bank or the person authorised by the board of directors is hereby authorised to:

• (a) approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the issue of such new H shares, including but not limited to determining the time and place of issue, making all necessary applications to the relevant authorities and entering into underwriting agreements (or any other agreements);

• (b) determine the use of proceeds and make necessary filings and registrations with the relevant authorities in the PRC, Hong Kong and other jurisdictions; and

• (c) increase the registered share capital of the Bank following the issue of new H shares and make such amendments to the articles of association of the Bank as it thinks fit so as to reflect the corresponding changes in registered share capital, total share capital and shareholding structure of the Bank.

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

Harbin, China 14 May 2015

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 non-executive directors; Ma Yongqiang, Zhang Shengping, He Ping, Du Qingchun, Wan Kam To and Kong Siu Chee, as independent non-executive directors.

• 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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NOTICE OF 2014 ANNUAL GENERAL MEETING

Notes:

1. Details of the above resolutions, including full text of the work report of the fifth session of the board of directors of the Bank and the work report of the fifth session of the board of supervisors of the Bank, are set out in Appendix I of the circular of the Bank dated 14 May 2015 for the AGM.

2. Closure of register of members

In order to determine the list of Shareholders who are entitled to attend and vote at the AGM to be held on Tuesday, 30 June 2015, the H share register of members of the Bank will be closed from Sunday, 31 May 2015 to Tuesday, 30 June 2015 (both days inclusive). Shareholders whose names appear on the H share register of members and domestic share register of members of the Bank on Sunday, 31 May 2015 will be entitled to attend and vote at the AGM. The holders of H shares of the Bank who intend to attend and vote at the AGM must lodge all the transfer documents accompanied by the relevant H share certificates with the Bank’s H share registrar, Computershare Hong Kong Investor Services Limited (address: Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) to process the registration not later than 4:30 p.m. on Friday, 29 May 2015.

In order to determine the list of Shareholders who are entitled to receive the final dividends, the H share register of members of the Bank will be closed from Tuesday, 7 July 2015 to Sunday, 12 July 2015 (both days inclusive). Shareholders whose names appear on the H share register of members and domestic share register of members of the Bank on Sunday, 12 July 2015 will be entitled to receive the final dividends. The holders of H shares of the Bank who intend to qualify for receiving the final dividends must lodge all the transfer documents accompanied by the relevant H share certificates with the Bank’s H share registrar, Computershare Hong Kong Investor Services Limited (address: Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) to process the registration not later than 4:30 p.m. on Monday, 6 July 2015.

3. Registration procedures for attending the AGM

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.

4. Notice of attendance

Shareholders who intend to attend the AGM in person or by proxy should return the reply slip in person, by post or by facsimile to the Bank’s Board of Directors’ Office or Computershare Hong Kong Investor Services Limited on or before Wednesday, 10 June 2015.

The Company’s Board of Directors’ Office is located at No. 160 Shangzhi Street, Daoli District, Harbin 150010, Heilongjiang Province, China (Contact Person: Zhang Zhaowu, Tel: 86-451-86779933, Fax: 86-451-86779888).

The address of Computershare Hong Kong Investor Services Limited is 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (Tel: (852) 2862 8555, Fax: (852) 2865 0990).

5. Proxy

Shareholders entitled to attend and vote at the 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.

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 affixed with the common seal or signed by its director or attorney duly authorised in writing. If the instrument appointing the proxy is signed by a person authorised by the appointer, the power of attorney or other documents of authority under which the instrument is signed shall be notarised. The notarised power of attorney or other document of authority shall be deposited together and at the same time with the instrument appointing the proxy at the Bank’s H share registrar.

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NOTICE OF 2014 ANNUAL GENERAL MEETING

To be valid, the form of proxy together with the power of attorney or other authorisation document (if any) signed by the authorised person or certified by a notary must be delivered to Computershare Hong Kong Investor Services Limited for holders of H shares not less than 24 hours before the designated time for the holding of the AGM.

Completion and return of a form of proxy will not preclude a Shareholder from attending in person and voting at the AGM if he so wishes, but in such event the instrument appointing a proxy shall be deemed to be revoked.

6. Publication of poll results

Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, each of the resolutions set out in this notice 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 The Stock Exchange of Hong Kong Limited at www.hkexnews.hk after the AGM.

7. Other business

The 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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