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Harbin Bank Co., Ltd. Board/Management Information 2018

Mar 29, 2018

50982_rns_2018-03-28_d1d3894e-a9ee-47ad-a6e8-6aaf5f51cd58.pdf

Board/Management Information

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

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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)

PROPOSED APPOINTMENTS OF DIRECTORS OF THE SEVENTH SESSION OF THE BOARD OF DIRECTORS AND SHAREHOLDER REPRESENTATIVE SUPERVISOR AND EXTERNAL SUPERVISORS OF THE SEVENTH SESSION OF THE BOARD OF SUPERVISORS

PROPOSED APPOINTMENTS OF DIRECTORS OF THE SEVENTH SESSION OF THE BOARD OF DIRECTORS

As the term of office of the Sixth Session of the Board will expire in June 2018, the Board resolved at a meeting held on 28 March 2018 to make recommendations of the Director candidates for the Seventh Session of the Board.

The Board proposes to re-elect Mr. Guo Zhiwen as an executive Director of the Seventh Session of the Board, to re-elect Mr. Zhang Taoxuan, Mr. Chen Danyang, Mr. Ma Baolin, and Mr. Peng Xiaodong as non-executive Directors of the Seventh Session of the Board and to re-elect Mr. Wan Kam To and Mr. Kong Siu Chee as independent non-executive Directors of the Seventh Session of the Board. In addition, the Board also proposes to appoint Mr. Lv Tianjun and Ms. Sun Feixia as new executive Directors of the Seventh Session of the Board, to appoint Ms. Liu Mingkun as a new non-executive Director of the Seventh Session of the Board, and to appoint Mr. Ma Yongqiang, Mr. Zhang Zheng and Mr. Sun Yan as new independent non-executive Directors of the Seventh Session of the Board.

Mr. Liu Zhuo, an executive Director of the Sixth Session of the Board, Mr. Cui Luanyi, a nonexecutive Director of the Sixth Session of the Board, and Mr. Zhang Shengping, Mr. He Ping and Mr. Du Qingchun, each an independent non-executive Director of the Sixth Session of the Board, will retire after the conclusion of the AGM. Each of them has confirmed that he had no disagreement with the Board and there was no matter relating to his retirement that needs to be brought to the attention of the Shareholders and the creditors of the Bank. The Board would like to express its sincere gratitude to the contributions made by Mr. Liu Zhuo, Mr. Cui Luanyi, Mr. Zhang Shengping, Mr. He Ping and Mr. Du Qingchun to the Bank during their tenure of service.

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PROPOSED APPOINTMENTS OF SHAREHOLDER REPRESENTATIVE SUPERVISOR AND EXTERNAL SUPERVISORS OF THE SEVENTH SESSION OF THE BOARD OF SUPERVISORS

As the term of office of the Sixth Session of the Board of Supervisors will expire in June 2018, the Board of Supervisors resolved at a meeting held on 27 March 2018 to make recommendations of the Supervisor candidates for the Seventh Session of the Board of Supervisors.

The Board of Supervisors proposes to re-elect Ms. Meng Rongfang and Ms. Bai Fan as external Supervisors of the Seventh Session of the Board of Supervisors; and to appoint Mr. Liu Mo as a new shareholder representative Supervisor of the Seventh Session of the Board of Supervisors and Mr. Li dong as a new external Supervisor of the Seventh Session of the Board of Supervisors.

Ms. Lu Yujuan, a shareholder representative Supervisor of the Sixth Session of the Board of Supervisors, and Mr. Wang Jiheng, an external Supervisor of the Sixth Session of the Board of Supervisors, will retire after the conclusion of the AGM. Each of them has confirmed that he/ she had no disagreement with the Board and the Board of Supervisors and there was no matter relating to his/her retirement that needs to be brought to the attention of the Shareholders and the creditors of the Bank. The Board of Supervisors would like to express its sincere gratitude to the contributions made by Ms. Lu Yujuan and Mr. Wang Jiheng during their tenure of service.

The employee Supervisors of the Seventh Session of the Board of Supervisors will be elected by the employee representatives’ general meeting or employees’ general meeting of the Company, or other forms democratically and are not subject to the Shareholders’ approval. The Bank will publish an announcement accordingly when relevant resolutions are approved and enter into effect.

The relevant proposals in relation to the above-mentioned re-election and appointments of Directors and Supervisors will be put forward at the AGM for Shareholders’ consideration and approval by way of ordinary resolutions. A circular, containing, among others, further details regarding the re-election and appointments of Directors and Supervisors will be dispatched to the Shareholders in due course.

PROPOSED APPOINTMENTS OF DIRECTORS OF THE SEVENTH SESSION OF THE BOARD OF DIRECTORS

As the term of office of the Sixth Session of the Board will expire in June 2018, the Board resolved at a meeting held on 28 March 2018 to make recommendations of the Director candidates for the Seventh Session of the Board.

The Board proposes to re-elect Mr. Guo Zhiwen as an executive Director of the Seventh Session of the Board, to re-elect Mr. Zhang Taoxuan, Mr. Chen Danyang, Mr. Ma Baolin, and Mr. Peng Xiaodong as non-executive Directors of the Seventh Session of the Board and to re-elect Mr. Wan Kam To and Mr. Kong Siu Chee as independent non-executive Directors of the Seventh Session of the Board. In addition, the Board also proposes to appoint Mr. Lv Tianjun and Ms. Sun Feixia as new executive Directors of the Seventh Session of the Board, to appoint Ms. Liu Mingkun as a new non-executive Director of the Seventh Session of the Board, and to appoint Mr. Ma Yongqiang, Mr. Zhang Zheng and Mr. Sun Yan as new independent non-executive Directors of the Seventh Session of the Board.

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Biography details of the above Director candidates for the Seventh Session of the Board of Directors are set out as follows:

I. Candidates for executive Directors

Mr. Guo Zhiwen (郭志文), aged 50. Mr. Guo has been the Chairman of the Board and the legal representative of the Company since October 2008. Mr. Guo has been an executive Director of the Company since May 2004 and secretary of the Party Committee of the Company since December 2003. From July 1997 to October 2008, he worked as the president of the Longqing Sub-branch of the Company, assistant to the president, vice president and the president of the Company. Prior to joining the Company, from August 1994 to July 1997, Mr. Guo worked at Heilongjiang Longqing Urban Credit Cooperatives as the deputy general manager and general manager. Between August 1994 and December 1995, Mr. Guo also concurrently served as general manager of Exploitation Division of the Youth Development Foundation of Heilongjiang. Prior to that, from July 1988 to August 1994, Mr. Guo was the deputy general manager of the Operational Department of Heilongjiang Youth Social Service Centre and the 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 currently.

Mr. Lv Tianjun (呂天君), aged 51. Mr. Lv has temporarily been the president of the Company since October 2017, and has been the deputy president of the Company since April 2012. He has been the Chief Risk Officer of the Company since May 2011. He worked as general manager of the Human Resources Department, general manager of the Risk Management Department and deputy secretary-general of the Discipline Committee of the Company. Prior to joining the Company, Mr. Lv worked at the People’s Bank of China Harbin Central Sub-branch as a reporter and an editor at the Editorial Office from January 1999 to June 2001 and at the Heilongjiang Branch of the People’s Bank of China as a staff member at its Treasury Division and a reporter and an editor at its Research Institute from July 1988 to December 1998. Mr. Lv received a Master’s degree in Business Administration from China Europe International Business School in October 2013. He is an economist accredited by the People’s Bank of China.

Ms. Sun Feixia (孫飛霞), aged 47. Ms. Sun has been the secretary to the Board since January 2015, the company secretary since May 2017 and the head of the Board Office of the Company since March 2008. From January 2013 to March 2017, she engaged in post doctoral research in applied psychology with China’s Industrial Security Research Center of Beijing Jiaotong University and obtained a post doctoral certificate. Ms. Sun held positions such as the credit general officer of the Company’s Wenchang Branch, general officer of the Legal Department and the Internal Audit Department, as well as assistant to the head and the deputy head of the Office of the Board, the head of the Investment Management Office under the Board and the joint company secretary of the Company from July 1997 to May 2017. From February 1997 to July 1997, Ms. Sun also helped with the preparation for the establishment of the Company as general officer at the Debt Clearance Office. From July 1993 to February 1997, Ms. Sun was the general manager of the Securities Department of Harbin Urban Credit Union. Ms. Sun received a Doctor’s degree in Management from Northeast Agricultural University in June 2011. Ms. Sun is a senior economist as accredited by the Personnel Department of Heilongjiang Province.

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II. Candidates for non-executive Directors

Mr. Zhang Taoxuan (張濤軒), aged 56. Mr. Zhang has been the general manager of Harbin Economic Development and Investment Company, head of the treasury division and general manager of the payment centre 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 concurrently the deputy general manager of the payment centre in Harbin Municipal Finance Bureau, and the deputy general manager and general manager of Harbin Microcredit Loan Guarantee Centre for the Laid-off and Unemployed. From November 1996 to December 2005, Mr. Zhang worked as the associate chief officer and chief officer of budget division, and chief officer of the treasury division of Harbin Municipal Finance Bureau. From June 1990 to November 1996, Mr. Zhang held a number of positions in Songhuajiang District 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 Tonghe Sub-branch of Songhuajiang District Bank 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 Ministry of Finance currently.

Mr. Ma Pao-Lin (馬寶琳), aged 55. Mr. Ma has been a deputy general manager of Fubon Life Insurance Company Limited, a wholly-owned subsidiary of Fubon Financial Holding Co., Ltd. (listed on Taiwan Stock Exchange, TWSE: 2881) since July 2007, and was promoted to executive deputy general manager in July 2012. Mr. Ma has been the manager of Fubon Financial Holding Co., Ltd. since October 2008 and a director of Fubon Financial Holding Venture Capital Corp. since October 2009. He has been a director of Diamond BioFund Inc. since January 2013, a director of Diamond Capital Inc. since January 2013 and a director of New Bright Bio Technology Investment Co., Ltd. (新耀生技投資股份有限公司) since December 2015. 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. Mr. Ma obtained a Master’s degree in Industrial Administration from National Cheng Kung University in June 1986.

Mr. Peng Xiaodong (彭曉東), aged 47. Mr. Peng has been appointed as the secretary of the board of directors of Hua Xia Life Insurance Co., Ltd. since August 2010. Mr. Peng served as the chief officer of the department of capital operation of Tianshi Xingye Investment Co., Ltd. (天實興業投 資有限公司) from January 2010 to August 2010, the deputy general manager of Times Shengheng Technology Co., Ltd. (時代勝恒科技有限公司) from March 2006 to December 2009, the deputy general manager of Beijing Global Wangxing Technology Co., Ltd. (北京全球網星科技有限 公司) from April 2002 to March 2006, and the general manager of bond rating department and concurrently the general manager of Tianjin branch of China Chengxin Securities Rating Co., Ltd. (中國誠信證券評估有限公司) from March 1999 to March 2002. Mr. Peng was a lecturer in the department of finance in Beijing Institute of Business from August 1993 to August 1996. Mr. Peng received a Master’s degree in Management from Beijing Institute of Business (currently known as Beijing Technology and Business University) in January 1999 and is an economist as accredited by the Personnel Department currently.

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Mr. Chen Danyang (陳丹陽), aged 44. Mr. Chen has been the 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 Ministry of Finance currently.

Ms. Liu Mingkun (劉明坤), aged 35. Ms. Liu has been the senior consultant of Heilongjiang Tiandiyuan Network Technology Limited (黑龍江天地源遠網路科技有限公司). Ms. Liu worked as the manager of strategy management and investor relations department of the Industrial and Commercial Bank of China from July 2010 to November 2015. Ms. Liu received a Doctor’s degree in Management from Guanghua School of Management of Peking University in July 2010. She is now a senior economist recognized by the Industrial and Commercial Bank of China.

III. Candidates for independent non-executive Directors

Mr. Wan Kam To (尹錦滔), aged 65. Mr. Wan has been an independent non-executive director of A-living Services Co., Ltd. (雅居樂雅生活服務有限公司) since August 2017. Mr. Wan has been an independent non-executive director of China World Trade Center Co., Ltd. (listed on Shanghai Stock Exchange, stock code: 600007) since November 2016, an independent non-executive director of Target Insurance (Holdings) Limited (listed on Hong Kong Stock Exchange, stock code: 06161) since 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 an 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 KFM Kingdom Holdings Limited (listed on Hong Kong Stock Exchange, stock code: 03816) since September 2012, 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, and independent non-executive director of China Resources Land Limited (listed on Hong Kong Stock Exchange, stock code: 01109) since March 2009. Prior to that, Mr. Wan has been an independent non-executive director of S. Culture International Holdings Limited (listed on Hong Kong Stock Exchange, stock code: 01255) from May 2013 to July 2017, an independent nonexecutive director of Dalian Port (PDA) Company Limited (listed on Hong Kong Stock Exchange, stock code: 02880; listed on Shanghai Stock Exchange, stock code: 601880) from June 2011 to June 2017. Mr. Wan has been an independent non-executive director of Greater China Professional Services Limited (Listed on Hong Kong Stock Exchange, stock code: 08193) from May 2011 to November 2013, independent director of RDA Microelectronics, Inc., a company listed on the NASDAQ of the US, (listed on NASDAQ, stock code: RDA) from November 2010 to July 2014, and independent director of Mindray Medical International Limited (listed on New York Stock Exchange, stock code: MR) from September 2008 to December 2014. 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 an 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 1983.

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Mr. Kong Siu Chee (江紹智), aged 71. Mr. Kong has been an independent non-executive director of Chinney Kin Wing Holdings Limited (listed on Hong Kong Stock Exchange, stock code: 01556) since October 2015, and independent non-executive director of China New Town Development Co., Ltd. (listed on Hong Kong Stock Exchange, stock code: 01278) since November 2006. From March 2014 to October 2014, Mr. Kong has been an independent non-executive director of Digital Hong Kong (listed on Hong Kong Stock Exchange, stock code: 08007, changed its name to Global Strategic Group Limited in December 2014). Prior to that, from May 1999 to December 2005, he was a director and alternate chief executive officer of CITIC Ka Wah Bank. From 1993 to 1994, he was a 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 a 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.

Ma Yongqiang (馬永強), aged 42. Mr. Ma has been the dean of the School of Accounting of Southwestern University of Finance and Economics since July 2013, and teacher, professor and Ph.D. tutor of the School of Accounting of Southwestern University of Finance and Economics successively since September 2006. Mr. Ma worked as deputy dean of the School of Accounting of Southwestern University of Finance and Economics from July 2010 to July 2013 and worked at the postdoctoral workstation at the Shenzhen Stock Exchange and postdoctoral mobile station of Renmin University of China from July 2004 to August 2006. Mr. Ma received a Doctor’s degree in Management from the School of Accounting of Southwestern University of Finance and Economics in June 2004.

Mr. Zhang Zheng (張崢), aged 45. Mr. Zhang has been the professor and Ph.D. tutor of the Finance Department of Guanghua School of Management of Peking University since August 2016, dean assistant and executive director for the undergraduate and graduate programmes since June 2014, and deputy department head of the Finance Department of Guanghua School of Management of Peking University since March 2011. He worked as the associate professor and Ph.D. tutor of the Finance Department of Guanghua School of Management of Peking University from August 2009 to July 2016, assistant researcher and assistant professor of the Finance Department of Guanghua School of Management of Peking University from October 2000 to July 2009, and research trainee at the Financial Mathematics and Financial Engineering Research Centre of Peking University from July 1998 to October 2000. Mr. Zhang received a Doctor’s degree in Economics from the Guanghua School of Management of Peking University in June 2005.

Mr. Sun Yan (孫彥), aged 49. Mr. Sun has been a lawyer and partner at Beijing Tian Yuan Law Firm since January 2007. He worked as a lawyer and partner of Beijing Dayang Law Firm (北京 市大洋律師事務所律師) from January 2000 to December 2006, vice president of Beijing Chinese Star Digital Technology Limited (北京中文之星數碼科技有限公司) from January 2000 to June 2004, director of president office and concurrently general legal counsel of Beijing Lianbang Software Limited (北京連邦軟體有限公司) from January 1997 to December 1999, deputy secretary of Intelligence Property Right Protection Branch of China Software Industry Association (中國軟件行業協會知識產權保護分會) from April 1995 to December 1996, manager of legal department of Beijing Kelihua Computer Limited (北京科利華電腦有限公司) from March 1994 to March 1995, the sales manager of Dalian Dexin Electronics Engineering Limited (大連德欣電子工 程有限公司) from April 1993 to February 1994, and a member of corporate governance department of the Dalian Ocean Fishery Group Corporation (大連海洋漁業總公司) from July 1992 to April 1993. Mr. Sun obtained a Master’s degree from the Law School of Huazhong University of Science and Technology in July 2011.

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Save as disclosed above, none of the Director candidates for the Seventh Session of the Board holds any other positions in the Bank or any of its subsidiaries, or held any directorships in other listed companies in the last three years.

Save as disclosed below, as at the date of this announcement, none of the Director candidates for the Seventh Session of the Board has any relationship with any Directors, senior management of the Bank or substantial Shareholders, nor does he/she have or is deemed to have any interest or short positions in the shares, underlying shares or debentures of the Bank or any of its associated corporation (within the meaning of Part XV of the SFO).

Percentage
Number of the total
Current Type Type of shares shares of
Name position of equity of shares held the Bank
(share) (%)
Chen Danyang Non-executive Interest in Domestic 522,447,109 4.72
Director controlled shares
corporations_Note_
Sun Feixia Secretary to the Board, Beneficial Domestic 378,907 0.003
Company Secretary owner shares
and Head of the
Board Office

Note: Non-executive Director Chen Danyang holds the interests in the relevant number of Domestic Shares through a series of corporations under its control.

Save as disclosed above, the Board is not aware of any other matters in relation to the re-election and appointments of the Director candidates for the Seventh Session of the Board that need to be brought to the attention of the Shareholders or any information that need to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Hong Kong Listing Rules.

In accordance with the requirements of relevant laws, regulations, regulatory rules and the Articles of Association, the above proposed re-election and appointments of Directors are subject to the approval by the Shareholders at the AGM. In addition, the qualifications of Mr. Lv Tianjun, Ms.Sun Feixia, Ms. Liu Mingkun, Mr. Ma Yongqiang, Mr. Zhang Zheng and Mr. Sun Yan as Directors are also subject to the approval of the banking regulatory authority under the State Council.

After the appointment of each of the Directors of the Seventh Session of the Board enters into effect, the Bank will enter into service contract with each of them. The term of office of the Seventh Session of the Board will be from the date when the relevant resolutions are approved at the AGM to the date when the 2020 annual general meeting of the Bank is held and shall be no more than three years, except that the term of office of Mr. Lv Tianjun, Ms. Sun Feixia, Ms. Liu Mingkun, Mr. Ma Yongqiang, Mr. Zhang Zheng and Mr. Sun Yan will commence from the date of approval by the banking regulatory authority under the State Council. If appointed, the remuneration of each executive Director of the Seventh Session of the Board will be determined according to the Remuneration Management Regulation of the Bank, which may include director’s fee, salary, allowance and discretionary bonus; and the non-executive Directors and independent non-executive Directors will receive Director’s fee and allowance in accordance with the Director Subsidy Management Regulations of the Bank.

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Mr. Liu Zhuo, an executive Director of the Sixth Session of the Board, Mr. Cui Luanyi, a nonexecutive Director of the Sixth Session of the Board, and Mr. Zhang Shengping, Mr. He Ping and Mr. Du Qingchun, each an independent non-executive Director of the Sixth Session of the Board, will retire after the conclusion of the AGM. Each of them has confirmed that he had no disagreement with the Board and there was no matter relating to his retirement that needs to be brought to the attention of the Shareholders and the creditors of the Bank. The Board would like to express its sincere gratitude to the contributions made by Mr. Liu Zhuo, Mr. Cui Luanyi, Mr. Zhang Shengping, Mr. He Ping and Mr. Du Qingchun to the Bank during their tenure of service.

PROPOSED APPOINTMENTS OF SHAREHOLDER REPRESENTATIVE SUPERVISOR AND EXTERNAL SUPERVISORS OF THE SEVENTH SESSION OF THE BOARD OF SUPERVISORS

As the term of office of the Sixth Session of the Board of Supervisors will expire in June 2018, the Board of Supervisors resolved at a meeting held on 27 March 2018 to make recommendations of the Supervisor candidates for the Seventh Session of the Board of Supervisors.

The Board of Supervisors proposes to re-elect Ms. Meng Rongfang and Ms. Bai Fan as external Supervisors of the Seventh Session of the Board of Supervisors; and to appoint Mr. Liu Mo as a new shareholder representative Supervisor of the Seventh Session of the Board of Supervisors and Mr. Li dong as a new external Supervisor of the Seventh Session of the Board of Supervisors.

Biography details of the shareholder representative Supervisor and external Supervisor candidates for the Seventh Session of the Board of Supervisors are set out as follows:

I. Candidates for external Supervisors

Ms. Meng Rongfang, aged 52. Ms. Meng has been a 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 an 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 Offering Review Committee of the China Securities Regulatory Commission. 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 currently a chief senior accountant as accredited by Shanghai Human Resources and Social Security Bureau.

Ms. Bai Fan, aged 43. Ms. Bai has been an associate professor of School of Business Administration of Sichuan Tourism University since February 2015. From March 2004 to February 2015, she worked in Sichuan Staff University of Science and Technology, and served as an associate professor of Sichuan Staff University of Science and Technology since November 2011 and assistant to the head of Business Administration Department of Sichuan Staff University of Science and Technology 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 Southwestern University of Finance and Economics in December 2012.

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Mr. Li Dong, aged 59. Mr. Li has been a professor at the School of Management of the Harbin Institute of Technology since July 2000, a professor of the Faculty of Social Science of the Harbin University of Civil Engineering and Architecture, an associate professor at the Harbin Administrative Cadre Institute of Economics from October 1989 to June 1996 and a teacher at the Harbin Forestry Machinery Factory Workers College from July 1982 to July 1986. Mr. Li graduated from the Renmin University of China (part-time) with a Doctor’s degree in Politics and Economics in June 2005.

II. Candidate for shareholder Supervisor

Mr. Liu Mo, aged 39. Mr. Liu has been a deputy manager, manager, senior manager and associate director of CITIC Capital Holdings Limited since May 2010. Mr. Liu was an auditor, senior auditor and deputy manager of the finance division of Shenzhen branch of Ernst & Young Hua Ming LLP from September 2002 to May 2009, specializing in the bank auditing. Mr. Liu also worked at Shenzhen Xinhua Bookstore in charge of marketing from July 2001 to September 2002. Mr. Liu graduated from the Renmin University of China with a Bachelor’s degree in Economics in July 2001.

Save as disclosed above, none of the shareholder representative Supervisor or external Supervisor candidates for the Seventh Session of the Board of Supervisors holds any other positions in the Company or any of its subsidiaries, or held any directorships in other listed companies in the last three years. None of the shareholder representative Supervisor or external Supervisor candidates for the Seventh Session of the Board of Supervisors has any relationship with any Directors, senior management of the Bank or substantial Shareholders, nor does he/she have or is deemed to have any interest or short positions in the shares, underlying shares or debentures of the Bank or any of its associated corporation (within the meaning of Part XV of the SFO).

Save as disclosed above, the Board is not aware of any other matters in relation to the re-election and appointments of the shareholder representative Supervisor and external Supervisor candidates for the Seventh Session of the Board of Supervisors that need to be brought to the attention of the Shareholders or any information that need to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Hong Kong Listing Rules.

In accordance with the requirements of relevant laws, regulations, regulatory rules and the Articles of Association, the above proposed re-election and appointments of shareholder representative Supervisor and external Supervisors are subject to the approval by the Shareholders at the AGM.

The employee Supervisors of the Seventh Session of the Board of Supervisors will be elected by the employee representatives’ general meeting or employees’ general meeting of the Company, or other forms democratically and are not subject to the Shareholders’ approval. The Bank will publish an announcement accordingly when relevant resolutions are approved and enter into effect.

After the appointment of each of the Supervisors of the Seventh Session of the Board of Supervisors enters into effect, the Bank will enter into service contract with each of them. The term of office of the Seventh Session of the Board of Supervisors will be from the date when the relevant resolutions are approved at the AGM to the date when the 2020 annual general meeting of the Bank is held and shall be no more than three years. If appointed, the remuneration of shareholder representative Supervisor and external Supervisors of the Seventh Session of the Board of Supervisors will be determined according to the Supervisor Subsidy Management Regulations of the Bank, which may include Supervisor’s fee and allowance.

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Ms. Lu Yujuan, a shareholder representative Supervisor of the Sixth Session of the Board of Supervisors, and Mr. Wang Jiheng, an external Supervisor of the Sixth Session of the Board of Supervisors, will retire after the conclusion of the AGM. Each of them has confirmed that he/ she had no disagreement with the Board and the Board of Supervisors and there was no matter relating to his/her retirement that needs to be brought to the attention of the Shareholders and the creditors of the Bank. The Board of Supervisors would like to express its sincere gratitude to the contributions made by Ms. Lu Yujuan and Mr. Wang Jiheng during their tenure of service.

The relevant proposals in relation to the above-mentioned re-election and appointments of Directors and Supervisors will be put forward at the AGM for Shareholders’ consideration and approval by way of ordinary resolutions. A circular, containing, among others, further details regarding the reelection and appointments of Directors and Supervisors will be dispatched to the Shareholders in due course.

DEFINITIONS

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

“AGM” the 2017 annual general meeting or any adjourned meeting of the
Bank to be held at Conference Hall 3, Shangri-la Hotel, Harbin,
555 Youyi Road, Daoli District, Harbin, Heilongjiang, China on
Friday 18 May 2018 at 8:30 a.m.
“Articles of Association” the Articles of Association of the Bank, as amended, revised or
supplemented from time to time
“Board of Directors”/ the board of directors of the Bank
“Board”
“Board of Supervisors” the board of supervisors of the Bank
“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)
“Director(s)” the director(s) of the Bank
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Hong Kong Stock the Stock Exchange of Hong Kong Limited
Exchange”
“PRC” or “China” the People’s Republic of China, excluding, for the purposes of this
announcement only, Hong Kong, Macau Special Administrative
Region of the People’s Republic of China and Taiwan

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“Shareholder(s)”

holder(s) of Shares

“Share(s)”

the domestic Shares and/or H Shares of the Bank

“Supervisor(s)”

the supervisor(s) of the Bank

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

Harbin, the PRC, 28 March 2018

As at the date of this announcement, the Board of Directors of the Bank comprises Guo Zhiwen and Liu Zhuo, as executive directors; Zhang Taoxuan, Chen Danyang, Cui Luanyi, Ma Pao-Lin and Peng Xiaodong, 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 authorized 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 authorized to carry on banking/deposit-taking business in Hong Kong.

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