Harbin Bank Co., Ltd. — AGM Information 2018

Mar 29, 2018

NOTICE OF 2017 ANNUAL GENERAL MEETING

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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 2017 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2017 annual general meeting (“ AGM ”) of Harbin Bank Co., Ltd. (the “ Bank ”) 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 Friday, 18 May 2018 for the purpose of considering and, if thought fit, passing the following resolutions.

ORDINARY RESOLUTIONS

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”.

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NOTICE OF 2017 ANNUAL GENERAL MEETING

1. To consider and approve the appointment of directors of the seventh session of the board of directors:

2. 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.

3. b. To consider and approve the appointment of Mr. Lv Tianjun as an executive director of the seventh session of the board of directors.

4. c. To consider and approve the appointment of Ms. Sun Feixia as an executive director of the seventh session of the board of directors.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

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NOTICE OF 2017 ANNUAL GENERAL MEETING

1. To consider and approve the appointment of external supervisors and shareholder representative supervisors of the seventh session of the board of supervisors:

2. 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.

3. 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.

4. c. To consider and approve the appointment of Mr. Li Dong as an external supervisor of the seventh session of the board of supervisors.

5. 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

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

2. To consider and approve the “Proposal on Issuance of Not More Than RMB10 Billion Non-Capital Financial Bonds”.

3. To consider and approve the “Proposal on Issuance of Not More Than RMB15 Billion Capital Supplemental Bonds”.

4. 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”.

5. 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”.

6. To consider and approve the “Proposal on Granting the Board a General Mandate to Issue Additional H Shares”.

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

Harbin, China, 29 March 2018

* 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 2017 ANNUAL GENERAL MEETING

Notes:

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

2. Closure of register of members

In order to determine the shareholders who are entitled to attend and vote at the AGM, the H share register of members of the Bank will be closed from Wednesday, 18 April 2018 to Friday, 18 May 2018 (both days inclusive). Shareholders whose names appear on the H share register of members and domestic share register of members of the Bank on Wednesday, 18 April 2018 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 Tuesday, 17 April 2018.

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 Bank’s Board of Directors’ Office (for the holders of domestic shares) on or before Friday, 27 April 2018.

The Bank’s Board of Directors’ Office is located at No. 888 Shangjiang Street, Daoli District, Harbin 150070, Heilongjiang Province, China (Contact Person: Chang Boyan, Tel: 86-451-86779995, Fax: 86-451-86779829).

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 Bank’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 Bank’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 or any adjourned meeting thereof.

Completion and return of a form of proxy will not preclude a shareholder from attending in person and voting at the AGM or any adjourned meeting thereof if he/she so wishes, but in such event the instrument appointing a proxy shall be deemed to be revoked.

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NOTICE OF 2017 ANNUAL GENERAL MEETING

6. Publication of poll results

Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at a general meeting must be taken by poll. As such, 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 HKExnews website of Hong Kong Exchanges and Clearing 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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