Harbin Bank Co., Ltd. — AGM Information 2018

Mar 29, 2018

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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)

PROXY FORM FOR THE 2017 ANNUAL GENERAL MEETING TO BE HELD ON 18 MAY 2018

I/We [(Note][1)]

of

(Note 2) domestic shares/H shares

being the registered holder(s) of domestic shares/H shares with nominal value of RMB1.00 each in the share capital of Harbin Bank Co., Ltd (the “ Bank ”), hereby appoint the Chairman of the meeting [(Notes][3)] or of

to act as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting for the year 2017 (“ AGM ”) of the Bank to be held at Conference Hall 3, Harbin Shangri-La Hotel, 555 Youyi Road, Daoli District, Harbin, Heilongjiang, China, at 8:30 a.m. on Friday, 18 May 2018 or at any adjournment thereof and to exercise all rights conferred on proxies under laws, regulations, and the Articles of Association of the Bank.

I/We wish my/our proxy to vote as indicated below [(Note][4)] in respect of the resolutions to be proposed at the AGM.

		Ordinary Resolutions						For(Note 4)		Against(Note 4)	Abstained(Note 4)	Abstained(Note 4)
1.	To	consider and approve the “Proposal on the 2017 Work		Report of the Board of
	Directors”.
2.	To	consider and approve the “Proposal on the 2017 Work		Report of the Board of
	Supervisors”.
3.	To	consider and approve the “Proposal on the 2017 Final		Account Report”.
4.	To	consider and approve the “Proposal on the 2018 Financial			Budgets”.
5.	To	consider and approve the “Proposal on the 2017 Profit Distribution Plan”.
6.	To	consider and approve the “Proposal on the 2017 Annual Report”.
7.	To	consider and approve the “Proposal on the Appointment of			Ernst & Young and
	Ernst & Young Hua Ming LLP as the Auditors for 2018”.
8.	To	consider and approve the appointment of directors for		the seventh session			of the board of directors:
	a.	To consider and approve the re-election of Mr. Guo	Zhiwen as an executive
		director of the seventh session of the board of directors.
	b.	To consider and approve the appointment of Mr. Lv	Tianjun as an executive
		director of the seventh session of the board of directors.
	c.	To consider and approve the appointment of Ms. Sun Feixia as an executive
		director of the seventh session of the board of directors.
	d.	To consider and approve the re-election of Mr. Zhang Taoxuan as a non-
		executive director of the seventh session of the board		of directors.
	e.	To consider and approve the re-election of Mr. Chen Danyang as a non-
		executive director of the seventh session of the board		of directors.
	f.	To consider and approve the re-election of Mr. Ma Pao-Lin as a non-executive
		director of the seventh session of the board of directors.
	g.	To consider and approve the re-election of Mr. Peng Xiaodong as a non-
		executive director of the seventh session of the board		of directors.
	h.	To consider and approve the appointment of Ms. Liu Mingkun as a non-
		executive director of the seventh session of the board		of directors.
	i.	To consider and approve the re-election of Mr. Wan Kam To				as an independent
		non-executive director of the seventh session of the board			of directors.
	j.	To consider and approve the re-election of Mr.	Kong			Siu Chee as	an
		independent non-executive director of the seventh session of the board					of
		directors.
	k.	To consider and approve the appointment of Mr.		Ma	Yongqiang as		an
		independent non-executive director of the seventh session of the board					of
		directors.
	l.	To consider and approve the appointment of Mr. Zhang Zheng as					an
		independent non-executive director of the seventh session of the board					of
		directors.
	m.	To consider and approve the appointment of Mr. Sun		Yan as an independent
		non-executive director of the seventh session of the Board of 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.

				Ordinary Resolutions				For(Note 4)			Against(Note 4)	Against(Note 4)	Abstained(Note 4)	Abstained(Note 4)	Abstained(Note 4)
		9.	To	consider and approve the appointment of external supervisors and shareholder representative supervisor for the seventh session of the board
			of	supervisors:
			a.	To consider and approve the re-election of Ms. Meng Rongfang as an external
				supervisor of the seventh session of the board of supervisors.
			b.	To consider and approve the re-election of Ms. Bai Fan as an external
				supervisor of the seventh session of the board of supervisors.
			c.	To consider and approve the appointment of Mr. Li Dong as an external
				supervisor of the seventh session of the board of supervisors.
			d.	To consider and approve the appointment of Mr. Liu Mo as	a shareholder
				representative supervisor of the seventh session of the board of supervisors.
				Special Resolutions				For(Note 4)			Against(Note 4)		Abstained(Note 4)
		10.	To	consider and approve the “Proposal on the Amendments to the Articles of
			Association”.
		11.	To	consider and approve the “Proposal on Issuance of Not More	Than RMB10
			Billion Non-capital Financial Bonds”.
		12.	To	consider and approve the “Proposal on Issuance of Not More	Than RMB15
			Billion Capital Supplemental Bonds”.
		13.	To	consider and approve the “Proposal on the Authorisation of the	Board and the
			Persons Authorised by the Board to Deal With All Matters Relating to the Issuance
			of	Capital Supplemental Bonds”.
		14.	To	consider and approve the “Proposal on the Extension of the Validity Period of
			the Authorisation to the Board and the Person Authorised by the Board to Deal With
			All Matters Relating to the Issuance of Offshore Preference Shares”.
		15.	To	consider and approve the “Proposal on Granting the Board a General Mandate
			to Issue Additional H Shares”.

Note: Detailed information of the above resolutions are set out in the circular to be dispatched to the shareholders by the Bank in due course.

Signature:

(Note 5)

Date: 2018

NOTES:

1. Please insert full name(s) and address(es) as registered in the register of members in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s) relating to this form of proxy. If no number is inserted, this proxy form will be deemed to relate to all shares in the capital of the Bank registered in your name(s).

3. If a proxy other than the Chairman of the meeting is preferred, cross out the words “the Chairman of the meeting” and insert the full name(s) and address(es) of the proxy (or proxies) desired in the space provided. If no name is inserted, the Chairman of the meeting will act as your proxy. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK THE BOX MARKED “AGAINST”. IF YOU WISH TO VOTE ABSTAINED THE RESOLUTION, TICK THE BOX MARKED “ABSTAINED”. If no direction is given, the proxy will be entitled to vote or abstain as he thinks fit. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.

5. 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 must be affixed with the common seal or signed by its director or attorney duly authorised in writing.

6. For holders of domestic shares who wish to attend the AGM or any adjournment thereof, this form of proxy (together with a notarially certified copy of the power of attorney or other authority (if any) if this form of proxy is singed by a person on behalf of the appointor) must be returned to the Bank’s Board of Directors’ Office at at No. 888 Shangjiang Street, Daoli District, Harbin 150070, Heilongjiang Province, China not less than 24 hours before the time for holding the AGM or any adjournment thereof. The above documents must be delivered by the holder of H shares to the Bank’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time for holding the AGM or any adjournment thereof.

7. Completion and delivery of this proxy form will not preclude you from attending and voting at the AGM if you so wish.