Harbin Bank Co., Ltd. — AGM Information 2016

Mar 31, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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Harbin Bank Co., Ltd. 哈爾濱銀行股份有限公司[*]

(A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 6138)

NOTICE OF 2015 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2015 Annual General Meeting (“ AGM ”) of Harbin Bank Co., Ltd. (the “ Company ”) will be held at Conference Hall 3, Harbin Shangri-La Hotel, 555 Youyi Road, Daoli District, Harbin, Heilongjiang, China, at 8:30 a.m. on Thursday, 19 May 2016 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 (the “ Circular ”) dated 1 April 2016 issued by the Company unless otherwise stated):

ORDINARY RESOLUTIONS

1. To consider and approve the “Proposal on the 2015 Work Report of the Board of Directors”;

2. To consider and approve the “Proposal on the 2015 Work Report of the Board of Supervisors”;

3. To consider and approve the “Proposal on the 2015 Final Account Report”;

4. To consider and approve the “Proposal on the 2016 Financial Expense Budgets”;

5. To consider and approve the “Proposal on the 2015 Profit Distribution Plan”;

6. To consider and approve the “Proposal on the 2015 Annual Report”;

7. To consider and approve the “Proposal on the Appointment of Auditors for 2016”;

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SPECIAL RESOLUTIONS

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

2. (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 Company 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 Company 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 Company 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.

3. (2) 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 Company 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 Company.

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• (3) After the issuance of new H shares pursuant to the relevant special 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 issuance of such new H shares, including but not limited to determining the time and place of issuance, the specific issuance plan (including but not limited to the method of pricing, issuance price/price range, issuance size, target subscribers and engagement of intermediaries), 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 Company following the issuance 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 Company.

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

• To consider and approve the “Proposal on the Issuance of Green Financial Bonds”, to authorise the Company to issue green financial bonds in accordance with the issuance plan (the details of which are set out in the Circular); and to authorise the Board to decide on all matters relating to the issuance of green financial bonds with absolute discretion, and to authorise the Board to delegate to the President of the Company and other personnel assigned by the President the authorisation;

• To consider and approve the “Proposal on the Extension of the Validity Period of the Proposal on the Initial Public Offering and Listing of A Shares”;

• To consider and approve the “Proposal on Matters Relating to Dilution of Immediate Return upon the A Share Offering and Return Recovery Measures, and Certain Commitments by Directors and Senior Management Relating to Recovery of Immediate Return”;

• To consider and approve the “Proposal on the Extension of the Validity Period of the Authorisation to the Board to Handle the Company’s Application for the A Share Offering and Related Matters”; and

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1. To consider and approve the “Proposal on the Extension of the Validity Period of the Authorisation to the Board and Specific Personnel Further Authorised by the Board to Draft and Finalise the Open Commitment Letter”.

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

Harbin, China

1 April 2016

As at the date of this notice, the Board of Directors of the Company comprises Guo Zhiwen, Liu Zhuo and Zhang Qiguang, as executive directors; Zhang Taoxuan, Ma Pao-Lin, Qin Hongfu, Cui Luanyi and Chen Danyang, as non-executive directors; 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.

Notes:

1. Details of the above proposed resolutions are set out in Appendix 1 of the Circular. Additional information on the 2015 Work Report of the Board of Directors, the 2015 Work Report of the Board of Supervisors and the 2015 Final Account Report referred to in Resolution Nos.1, 2 and 3 are set out in Annex A, Annex B and Annex C to the Circular, respectively. Details of the proposed amendments to the Articles of Association as referred to in Resolution No.9 are set out in Annex D to the Circular. Additional information on Resolution No.12 (Proposal on Matters Relating to Dilution of Immediate Return upon the A Share Offering and Return Recovery Measures, and Certain Commitments by Directors and Senior Management Relating to Recovery of Immediate Return) is set out in Annex E to the Circular.

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 Thursday, 19 May 2016, the register of members of the Company will be closed from Tuesday, 19 April 2016 to Thursday, 19 May 2016 (both days inclusive). Shareholders whose names appear on the H share register of members and domestic share register of members of the Company on Tuesday, 19 April 2016 will be entitled to attend and vote at the AGM. The holders of H shares of the Company who intend to attend and vote at the AGM must lodge all the transfer documents accompanied by the relevant H share certificates with the Company’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, 18 April 2016.

In order to determine the list of shareholders who are entitled to receive the final dividends, the register of members of the Company will be closed from Monday, 30 May 2016 to Saturday, 4 June 2016 (both days inclusive). Shareholders whose names appear on the register of H share register of members and domestic share register of members of the Company on Saturday, 4 June 2016 will be entitled to receive the final dividends. The holders of H shares of the Company who intend to qualify for receiving the final dividends must lodge all the transfer documents accompanied by the relevant H share certificates with the Company’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, 27 May 2015.

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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 Computershare Hong Kong Investor Services Limited (for the holders of H shares) or the Company’s Board of Directors’ Office (for the holders of domestic shares) on or before Friday, 29 April 2016.

The Company’s Board of Directors’ Office is located at Harbin Bank, No.1 Qunli Fourth Avenue, Daoli District, Harbin, Heilongjiang, 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 Computershare Hong Kong Investor Services Limited (for the holders of H shares) or the Company’s Board of Directors’ Office (for the holders of domestic shares).

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 the holders of H shares) or the Company’s Board of Directors’ Office (for the holders of domestic 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 Company’s website at www.hrbb.com.cn and the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk after the general meeting.

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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