Harbin Bank Co., Ltd. — Board/Management Information 2021

Feb 5, 2021

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 proxy form 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.

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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)

(1) PROPOSED APPOINTMENT OF DIRECTORS OF THE EIGHTH SESSION OF THE BOARD

(2) PROPOSED APPOINTMENT OF EXTERNAL SUPERVISORS AND SHAREHOLDER REPRESENTATIVE SUPERVISOR OF THE EIGHTH SESSION OF THE BOARD OF SUPERVISORS AND NOTICE OF 2021 FIRST EXTRAORDINARY GENERAL MEETING

The Bank will convene the EGM at Meeting Room 4001, Harbin Bank Building, No. 888 Shangjiang Street, Daoli District, Harbin, Heilongjiang Province, China on Wednesday, 24 February 2021, at 8:30 a.m.. The notice of the EGM is set out on pages 17 to 20 of this circular.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the proxy form in accordance with the instructions printed thereon as soon as possible. For H Shareholders, the proxy form should be returned to the Bank’s H Share Registrar, Computershare Hong Kong Investor Services Limited (17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, Tel: 852-2862 8555), in any event served by hand, by post or by fax not less than 24 hours before the time stipulated for convening the EGM. For Domestic Shareholders, the proxy form should be returned to the Bank’s Board Office (No. 888 Shangjiang Street, Daoli District, Harbin 150070, Heilongjiang Province, China, Tel: 86-451-8677 9524), in any event served by hand, by post or by fax not less than 24 hours before the time stipulated for convening the EGM. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM if you so wish.

5 February 2021

* 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.

CONTENTS

		Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		2
APPENDIX I	BIOGRAPHY DETAILS OF DIRECTOR CANDIDATES OF
	THE EIGHTH SESSION OF THE BOARD . . . . . . . . . . . . . .	7
APPENDIX II	BIOGRAPHY DETAILS OF EXTERNAL SUPERVISOR AND
	SHAREHOLDER REPRESENTATIVE SUPERVISOR
	CANDIDATES OF THE EIGHTH SESSION OF THE
	BOARD OF SUPERVISORS . . . . . . . . . . . . . . . . . . . . . . . . . .	14
NOTICE OF 2021 FIRST EXTRAORDINARY GENERAL MEETING . . . . . . . .		17

– i –

DEFINITIONS

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

• “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: 6138)

• “Board” the board of directors of the Bank

• “Board of Supervisors” the board of supervisors of the Bank

• “Director(s)”

• the director(s) of the Bank

• “EGM”

• the 2021 first extraordinary general meeting or any adjourned meeting of the Bank to be held at Meeting Room 4001, Harbin Bank Building, No. 888 Shangjiang Street, Daoli District, Harbin, Heilongjiang Province, China on Wednesday, 24 February 2021 at 8:30 a.m.

• “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

• “PRC” or “China”

• the People’s Republic of China, for the purpose of this circular only, excluding Hong Kong, Macau Special Administrative Region of the People’s Republic of China and Taiwan

• “Share(s)”

• Domestic Shares and/or H Shares of the Bank

• “Shareholder(s)”

• holder(s) of Shares

• “Supervisor(s)”

the supervisor(s) of the Bank

– 1 –

LETTER FROM THE BOARD

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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)

Members of the Board:

Executive Directors: Mr. Guo Zhiwen Mr. Lyu Tianjun Ms. Sun Feixia

Non-executive Directors: Mr. Zhao Hongbo Mr. Zhang Xianjun Mr. Yu Hong Mr. Lang Shufeng

Independent Non-executive Directors:

Registered Address:

No. 160 Shangzhi Street Daoli District Harbin Heilongjiang Province PRC

Principal Place of Business in Hong Kong:

40th Floor, Sunlight Tower No. 248 Queen’s Road East Wanchai Hong Kong

Mr. Ma Yongqiang Mr. Sun Yan Mr. Zhang Zheng Mr. Hou Bojian

5 February 2021

To the Shareholders,

1. INTRODUCTION

The purpose of this circular is to provide you with detailed information regarding, among others, the (i) proposed appointment of Directors of the Eighth Session of the Board; (ii) proposed appointment of external Supervisors and Shareholder representative Supervisor of the Eighth Session of the Board of Supervisors; and (iii) a notice convening the EGM, so as to enable you to make informed decisions on whether to vote for or against the relevant resolutions to be proposed at the EGM.

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LETTER FROM THE BOARD

2. PROPOSED APPOINTMENT OF DIRECTORS OF THE EIGHTH SESSION OF THE BOARD

As the term of office of the Seventh Session of the Board is about to expire, the Board resolved at the meeting held on 5 February 2021 to make recommendations of the Director candidates of the Eighth Session of the Board.

The Board has proposed to appoint Mr. Deng Xinquan as a new executive Director of the Eighth Session of the Board, and Mr. Jin Qinglu as a new independent non-executive Director of the Eighth Session of the Board. In addition, the Board has also proposed to re-elect Mr. Lyu Tianjun and Ms. Sun Feixia as executive Directors of the Eighth Session of the Board, Mr. Zhao Hongbo, Mr. Zhang Xianjun, Mr. Yu Hong and Mr. Lang Shufeng as non-executive Directors of the Eighth Session of the Board, and Mr. Sun Yan, Mr. Zhang Zheng and Mr. Hou Bojian as independent non-executive Directors of the Eighth Session of the Board.

Biography details of the above Director candidates of the Eighth Session of the Board are set out in Appendix I to this circular.

In accordance with the requirements of relevant laws, regulations, regulatory rules and the Articles of Association, the above proposed re-election and appointment of Directors are subject to the approval by the Shareholders at the EGM. Among which, the qualifications of the proposed new Directors, namely Mr. Deng Xinquan and Mr. Jin Qinglu, are subject to the approval by the banking and insurance regulatory authority of the State Council.

After the appointment of each of the Directors of the Eighth Session of the Board enters into effect, the Bank will enter into a director service contract with each of them. The term of office of the Eighth Session of the Board will be from the date when the relevant resolutions are approved at the EGM to the end of the Eighth Session of the Board, except that the term of office of Mr. Deng Xinquan and Mr. Jin Qinglu will commence from the date of approval by the banking and insurance regulatory authority of the State Council. If appointed, the remuneration of each executive Director of the Eighth Session of the Board will be determined according to the Remuneration Management Regulation of the Bank, which may include Director’s fee, salary, subsidy and discretionary bonus. The specific remuneration will be based on the Supervisory Guidelines on Sound Compensation in Commercial Banks issued by the former China Banking Regulatory Commission and relevant requirements under the Articles of Association, taking into account annual assessment on duty performance and appraisal results of the executive Directors of the Company. The non-executive Directors and independent non-executive Directors will receive Director’s fee and subsidy in accordance with the Director Subsidy Management Regulations of the Bank. For the independent non-executive Directors, the final amount of Director’s fee and subsidy will range from RMB120,000 to RMB450,000. The specific amount will be based on non-executive Directors and independent non-executive Directors’ position in special committees under the Board and their participation in inspection of daily works, research and training, adding to the fixed subsidy payable to them. The above candidates for non-executive Directors had entered into the Director’s Statement on Voluntary Waiver of Director Subsidy during their tenure of service as Directors of the Seventh Session of the Board. Upon the appointment of all candidates for Directors, the specific amount of their remuneration will be disclosed in the interim and annual reports.

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LETTER FROM THE BOARD

Mr. Guo Zhiwen, an executive Director of the Seventh Session of the Board, and Mr. Ma Yongqiang, an independent non-executive Director of the Seventh Session of the Board, will retire after the conclusion of the EGM. 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 Mr. Guo Zhiwen and Mr. Ma Yongqiang for their contributions to the Bank during their tenure of service.

The above resolutions in relation to the appointment of Directors of the Eighth Session of the Board will be put forward at the EGM for Shareholders’ consideration and approval by way of ordinary resolutions.

3. PROPOSED APPOINTMENT OF EXTERNAL SUPERVISORS AND SHAREHOLDER REPRESENTATIVE SUPERVISOR OF THE EIGHTH SESSION OF THE BOARD OF SUPERVISORS

As the term of office of the Seventh Session of the Board of Supervisors is about to expire, the Board of Supervisors resolved at the meeting held on 5 February 2021 to make recommendations of the Supervisor candidates of the Eighth Session of the Board of Supervisors.

The Board of Supervisors has proposed to re-elect Mr. Li Dong, Ms. Li Zhaohua and Mr. Sun Yi as external Supervisors of the Eighth Session of the Board of Supervisors, and Ms. Yang Xuemei as a Shareholder representative Supervisor of the Eighth Session of the Board of Supervisors.

Biography details of the external Supervisor and Shareholder representative Supervisor candidates of the Eighth Session of the Board of Supervisors are set out in Appendix II to this circular.

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

The employee representative Supervisors of the Eighth Session of the Board of Supervisors will be elected at the employee representatives’ general meeting or employees’ general meeting of the Company, or other forms democratically and are not subject to the Shareholders’ approval.

After the appointment of each of the Supervisors of the Eighth Session of the Board of Supervisors enters into effect, the Bank will enter into a supervisor service contract with each of them. The term of office of the Eighth Session of the Board of Supervisors will be from the date when the relevant resolutions are approved at the EGM to the end of the Eighth Session of the Board of Supervisors. If appointed, the remuneration of external Supervisors and

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LETTER FROM THE BOARD

Shareholder representative Supervisor of the Eighth 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 subsidy. The final amount of Supervisor’s fee and subsidy will range from RMB60,000 to RMB150,000. The specific amount will equal to basic subsidy payable to all supervisors plus responsibility subsidy payable to external Supervisors and Shareholder representative Supervisors who hold positions in special committees under the Board of Supervisors. Upon the appointment of the candidates for external Supervisors and the Shareholder representative Supervisor, the specific amount of their remuneration will be disclosed in the interim and annual reports.

The above resolutions in relation to the appointment of external Supervisors and Shareholder representative Supervisor of the Eighth Session of the Board of Supervisors will be put forward at the EGM for Shareholders’ consideration and approval by way of ordinary resolutions.

4. THE EGM

The Bank will convene the EGM at Meeting Room 4001, Harbin Bank Building, No. 888 Shangjiang Street, Daoli District, Harbin, Heilongjiang Province, China on Wednesday, 24 February 2021, at 8:30 a.m.. The notice of the EGM is set out on pages 17 to 20 of this circular. The proxy form for use at the EGM is also enclosed herewith.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the proxy form in accordance with the instructions printed thereon as soon as possible. For H Shareholders, the proxy form should be returned to Computershare Hong Kong Investor Services Limited (17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, Tel: 852-2862 8555), in any event served by hand, by post or by fax not less than 24 hours before the time stipulated for convening the EGM. For Domestic Shareholders, the proxy form should be returned to the Bank’s Board Office (No. 888 Shangjiang Street, Daoli District, Harbin 150070, Heilongjiang Province, China, Tel: 86-451-8677 9524), in any event served by hand, by post or by fax not less than 24 hours before the time stipulated for convening the EGM. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM if you so wish.

5. VOTING BY POLL

According to the Hong Kong Listing Rules, any vote of Shareholders at the EGM 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 EGM.

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LETTER FROM THE BOARD

6. EPIDEMIC PREVENTION AND CONTROL

The Bank attaches great importance to the health of shareholders. In view of the continuation of the novel coronavirus (COVID-19) epidemic, the Bank made the following recommendations for the EGM:

• (1) Shareholders in medium- and high-risk areas are advised to appoint the chairman of the meeting to vote on their behalf. Shareholders in non-medium-high-risk areas are advised to be absent from the meeting in person as far as possible and appoint the chairman of the meeting to vote on your behalf;

• (2) Shareholders who meet the requirements for on-site participation must wear masks and receive temperature test, show health code and carry the certificate of nucleic acid test within 7 days if on-site participation is necessary. During the meeting, they shall wear a mask all the time, and keep the necessary distance in accordance with the meeting arrangement.

In view of the continuous changes in the current epidemic situation, the epidemic prevention and control policies are still being dynamically adjusted. For specific policies, please refer to the applicable policies on the date of the EGM.

Shareholders who fail to meet the requirements of the epidemic prevention and control policy will not be able to enter the venue of the EGM, but they can still vote by appointing the chairman of the meeting to vote on their behalf.

7. RECOMMENDATION

The Board considers that all the resolutions to be proposed at the EGM are in the best interests of the Bank and its Shareholders as a whole. Accordingly, the Board recommends that the Shareholders vote in favour of all the aforesaid proposed resolutions.

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

Chairman

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BIOGRAPHY DETAILS OF DIRECTOR CANDIDATES OF THE EIGHTH SESSION OF THE BOARD

APPENDIX I

Biography details of the Director candidates of the Eighth Session of the Board are set out as follows:

I. CANDIDATES FOR EXECUTIVE DIRECTORS

Mr. Deng Xinquan (鄧新權) , aged 56, joined the Company in May 2018. Mr. Deng has served as the chairman of the Board of Supervisors and the employee Supervisor of the Company since May 2018, and the secretary to the Party Committee of the Company since October 2020. From November 2007 to May 2018, Mr. Deng was a member of the Party Committee and deputy director of Heilongjiang Office of the China Banking Regulatory Commission (CBRC). From August 2006 to November 2007, he was the director of the office (office of the Party Committee) of Heilongjiang Office of the CBRC. From December 2003 to August 2006, he was the head of the preparation team, secretary to the Party Committee and director of Daqing Branch of the CBRC. From June 1997 to December 2003, he was a deputy head of the rural cooperative finance management division of Heilongjiang Provincial Branch of People’s Bank of China (PBOC), deputy head and head of the second bank supervision division of Shenyang Branch of the PBOC, head of the joint-stock commercial bank supervision division of Shenyang Branch of the PBOC, secretary to the Party Committee and president of Daqing City Center Sub-branch of the PBOC. From August 1984 to June 1997, he was an officer and deputy chief officer of the commercial credit division and chief officer and deputy head of the credit cooperation division of Heilongjiang Provincial Branch of Agricultural Bank of China. Mr. Deng received a Master’s degree in Business Administration of Senior Management from Harbin Institute of Technology in July 2010. He is currently a senior economist as accredited by the Evaluation Committee of Senior Professional Qualification in Economics of the PBOC.

Mr. Lyu Tianjun (呂天君) , aged 54, has been the president and an executive Director of the Company since July 2018, and secretary of the Party committee and the chairman of Harbin Bank Financial Leasing Co., Ltd. (哈銀金融租賃有限責任公司) since June 2018. From June 2001 to July 2018, Mr. Lyu held a number of positions in the Company, including general manager of the Human Resources Department, general manager of the Risk Management Department, deputy secretary of the Discipline Committee, chief risk officer, vice president and acting president of the Company. From January 1999 to June 2001, Mr. Lyu worked at the PBOC Harbin Central Sub-branch as a reporter and an editor at Editorial Office. From July 1988 to December 1998, Mr. Lyu worked at the Heilongjiang Branch of the PBOC successively as general staff at its Treasury Division and a reporter and an editor at its Research Institute. Mr. Lyu received a Master’s degree in Business Administration from China Europe International Business School in October 2013. He is currently an economist as accredited by the PBOC.

Ms. Sun Feixia (孫飛霞) , aged 50, has been the vice chairman of the Board and an executive Director of the Company, and a director of Beijing Huairou Rongxing Village and Township Bank Co., Ltd. (北京懷柔融興村鎮銀行有限責任公司) since July 2018. Ms. Sun has served as the secretary of the Board of the Company since January 2015, the company secretary

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BIOGRAPHY DETAILS OF DIRECTOR CANDIDATES OF THE EIGHTH SESSION OF THE BOARD

APPENDIX I

of the Company since January 2014. From July 1997 to July 2020, Ms. Sun held positions such as 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 general manager of the Board Office, the deputy general manager of the Board Office, the general manager of the Board Office, general manager of the Investment Management Office and joint company secretary of the Company. 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. From January 2013 to March 2017, she engaged in post-doctoral research with China’s Industrial Security Research Centre of Beijing Jiaotong University and obtained a post-doctoral certificate. Ms. Sun is currently a senior economist as accredited by the Personnel Department of Heilongjiang Province.

II. CANDIDATES FOR NON-EXECUTIVE DIRECTORS

Mr. Zhao Hongbo (趙洪波) , aged 51, has been a non-executive Director of the Company since November 2020. He has served as secretary of the Party Committee and the chairman of Harbin Investment Group Corporation Limited (哈爾濱投資集團有限責任公司) since February 2017; the chairman and a director of Harbin Hatou Investment Co., Ltd. (stock code: 600864.SH) since May 2017; the chairman of Harbin Binxi Railway Co., Ltd. (哈爾濱賓西鐵 路有限公司) since June 2017; the secretary of the Party Committee of Jianghai Securities Co., Ltd. since July 2017; and the chairman of Jianghai Securities Co., Ltd. since April 2018. Mr. Zhao served as the general manager, deputy secretary of the Party Committee, chairman and secretary of the Party Committee of Harbin Transportation Group Co., Ltd. (哈爾濱交通集團 有限公司) from April 2013 to February 2017; the deputy general manager and a member of the Party Committee of the General Office of Harbin Municipal People’s Government from December 2002 to April 2013; the headmaster of Heilongjiang Transportation Cadre School (黑 龍江省交通幹部學校) from May 2001 to December 2002; the deputy general manager (deputy division head level) and general manager (division head level) of Heilongjiang Provincial Transportation Information and Communication Center (黑龍江省交通信息通信中心) from March 1997 to May 2001; the deputy general manager of the office of Heilongjiang International Exhibition Center (黑龍江國際博覽中心) from October 1995 to March 1997; and a cadre of the Heilongjiang Border Economic and Trade Administration (黑龍江省邊境經濟貿 易管理局) from July 1991 to October 1995. Mr. Zhao received a Doctor’s degree in Agricultural Economic Management from Northeast Agricultural University in June 2004, and is currently a senior engineer as accredited by the Personnel Department of Heilongjiang Province.

Mr. Zhang Xianjun (張憲軍) , aged 46, has been a non-executive Director of the Company since November 2020. Mr. Zhang has served as the vice chairman and general manager of Harbin Hatou Investment Co., Ltd. (stock code: 600864.SH) since January 2021; an executive director and the general manager of Harbin Economic Development and Investment Company Limited since December 2019; the authorised representative of Shenzhen

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BIOGRAPHY DETAILS OF DIRECTOR CANDIDATES OF THE EIGHTH SESSION OF THE BOARD

APPENDIX I

Zhongrong Hatou Bail-out Investment Partnership (Limited Partnership) (深圳中融哈投紓困投 資合夥企業(有限合夥)) since November 2019; a shareholder of Ningbo Jinxiang Qianyi Investment Partnership (Limited Partnership) (寧波錦享謙溢投資合夥企業(有限合夥)) with 39.93% equity interests since March 2018; an director of Harbin Hatou Hengtai Investment Management Co., Ltd. (哈爾濱哈投恒泰投資管理有限公司) since January 2018; a director of Harbin Hatou Investment Co., Ltd. (stock code: 600864.SH) since November 2016; a director of Heilongjiang Jinxin Financial Leasing Co., Ltd. (黑龍江金信融資租賃有限公司) since August 2015; a director of each of Zhongrong International Trust Co., Ltd. and Jianghai Securities Co., Ltd. since December 2014; the vice chairman, a director and the deputy general manager of Harbin Junxin Financing Guarantee Co., Ltd. (stock code: 430558.OC) since August 2014. Mr. Zhang served as the general manager of Harbin Economic Development and Investment Company (now Harbin Economic Development and Investment Company Limited) from October 2019 to December 2019; the head of the financial asset management department of Harbin Investment Group Corporation Limited from July 2014 to January 2021; an officer of the long-term development planning division, secretary of the office, secretary of the Youth League Committee, the deputy general manager and officer (ministerial level) of Harbin Investment Group Corporation Limited from April 2004 and June 2014; and a technician, a staff member of the Youth League Committee and the general manager of the labor union of Harbin Cement Factory (哈爾濱水泥廠) from August 1995 to March 2004. Mr. Zhang received a Master’s degree in Business Administration from Harbin Engineering University in June 2009, and is currently a senior economist as accredited by the Personnel Department of Heilongjiang Province.

Mr. Yu Hong (于宏) , aged 57, has been a non-executive Director of the Company since November 2020. Mr. Yu has served as the secretary of the Party Committee and chairman of Heilongjiang Financial Holdings Group Co., Ltd. (黑龍江省金融控股集團有限公司) since January 2019; and a director of Longjiang Bank Corporation since October 2019. Mr. Yu was the deputy inspector, deputy director general and a member of the Party Committee of the Department of Finance of Heilongjiang Province from January 2011 to January 2019; the associate chief officer, chief officer and deputy head of the agriculture division and the head of the treasury division and concurrently the general manager of the financial treasury payment center of the Department of Finance of Heilongjiang Province from June 1990 to January 2011; and an officer and associate chief officer of the Aquatic Products Bureau of Heilongjiang Province from September 1983 to June 1990. Mr. Yu graduated from the Party School of Heilongjiang Province majoring in economic management in February 1992.

Mr. Lang Shufeng (郎樹峰) , aged 50, has been a non-executive Director of the Company since November 2020. Mr. Lang has served as the deputy secretary of the Party Committee and general manager of Heilongjiang Financial Holdings Group Co., Ltd. (黑龍江省金融控股集團 有限公司) since June 2019. Mr. Lang served as the deputy secretary of the Party Committee, president, the secretary of the Party Committee and the chairman of Heilongjiang Xinzheng Investment Guarantee Group Co., Ltd. (黑龍江省鑫正投資擔保集團有限公司) from October 2010 to December 2019; the assistant to the general manager, executive deputy general manager and general manager of Heilongjiang Xinzheng Investment Guarantee Co., Ltd. (黑

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BIOGRAPHY DETAILS OF DIRECTOR CANDIDATES OF THE EIGHTH SESSION OF THE BOARD

APPENDIX I

龍江省鑫正投資擔保有限責任公司) from October 2000 to October 2010; the manager of the investment department and the manager of the corporate management department of Heilongjiang Economic and Trade Development Group Corporation (黑龍江省經濟貿易開發集 團總公司) from July 1996 to October 2000; the manager (temporary post) of a Sino-US joint venture Wudalianchi Wuhuan Mineral Water Company (五大連池五環礦泉水公司) from June 1995 to July 1996; and an officer of Heilongjiang Economic Development Company (黑龍江 省經濟開發公司) from July 1993 to June 1995. Mr. Lang received an EMBA degree from Harbin Institute of Technology in April 2005, and is currently a senior accountant (researcher-level) as accredited by the Heilongjiang Human Resources and Social Security Bureau.

III. CANDIDATES FOR INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Sun Yan (孫彥) , aged 51, a lawyer. Mr. Sun has been an independent non-executive Director of the Company since July 2018. Mr. Sun has been a lawyer and partner at Beijing Tian Yuan Law Firm since January 2007. He worked as a director of Fangzhouedu Co., Ltd. (北京敏捷方舟科技有限公司) from July 2018 to September 2020; the vice chairman of Beijing Tianyuan Yutou Film Culture Media Co., Ltd. (北京天元芋頭影視文化傳媒有限公司) from June 2017 to August 2020 with 16.6667% equity interests; a supervisor of Beijing Greenwind Technology Co., Ltd. (北京格林新風科技有限公司) from July 2014 to July 2017; a director of Yunnan Jiusheng Farm Co., Ltd. (雲南九盛牧業有限公司) from September 2011 to March 2014; a supervisor of Beijing Orient Mingdao Public Relations Consulting Center (北京東方 名道公共關係諮詢中心) from June 2004 to August 2020; a supervisor of Beijing Cina Digital Technology Research Institute Co., Ltd. (北京磁納數碼科技研究院有限公司) from March 2004 to October 2008; the chairman of Beijing Lele Online Entertainment Software Co., Ltd. (北京 樂樂在線娛樂軟件有限公司) from September 2002 to April 2004; a lawyer and partner of Beijing Dayang Law Firm (北京市大洋律師事務所) from January 2000 to December 2006; the 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 (北京連邦軟件有限公司) from January 1997 to December 1999; deputy secretary-general 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 (北京科利華計算機有限公司) 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 an officer 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 received a Master’s degree from the Law School of Huazhong University of Science and Technology in July 2011 and a Doctor’s degree in Law from Peking University in July 2018.

Mr. Zhang Zheng (張崢) , aged 48, a professor. Mr. Zhang has been an independent non-executive Director of the Company since July 2018. Mr. Zhang has served as the deputy dean of Guanghua School of Management of Peking University since January 2020; the deputy director of the School Administration Committee of Guanghua School of Management of

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BIOGRAPHY DETAILS OF DIRECTOR CANDIDATES OF THE EIGHTH SESSION OF THE BOARD

APPENDIX I

Peking University since December 2018; a professor and Ph.D. tutor of the Finance Department of Guanghua School of Management of Peking University since August 2016; executive director of the undergraduate and graduate programmes of Guanghua School of Management of Peking University since June 2014; the deputy department head of the Finance Department of Guanghua School of Management of Peking University since March 2011; an independent director of CCB Trust Co., Ltd. since July 2019; and a supervisor of China Cinda Asset Management Co., Ltd. since June 2016. Mr. Zhang served as a director of Guangdong Silver Age Sci & Tech Co., Ltd. (300221.SZ) from July 2017 to October 2018; a director of Zhejiang Jasan Holding Group Co., Ltd. (603558.SH) from May 2017 to December 2019; a director of Tianjin Guangyu Development Co., Ltd. (000537.SZ) from January 2016 to April 2018; an assistant dean of Guanghua School of Management of Peking University from June 2014 to January 2020; an assistant researcher, assistant professor, deputy professor and Ph.D. tutor of the Finance Department of Guanghua School of Management of Peking University from October 2000 to July 2016; and research trainee at the Financial Mathematics and Financial Engineering Research Center 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. Hou Bojian (侯伯堅) (former name: Hou Bojian (侯柏堅)) , aged 61, with Chinese Hong Kong nationality. Mr. Hou has been an independent non-executive Director of the Company since September 2019. Mr. Hou has been a managing director of Hong Kong HT Strategy Ltd. (香港匯通策略有限公司) since October 2011; a director and chairman of audit committee of the board of directors of Shanghai Tonglian Financial Services Co., Ltd. (上海 通聯金融服務有限公司) since August 2011; a supervisor of Shanghai Rensheng Import and Export Co., Ltd. (上海仁生進出口有限公司) since August 2011; a director of Guangzhou Renhui Investment Co., Ltd. (廣州仁匯投資有限公司) since December 2010; a director of Guangzhou Renhui Trade Development Co., Ltd. (廣州仁輝貿易發展有限公司) since April 2009; and the deputy chief executive officer of Hong Kong Ren Tong Group Limited (香港仁 通集團有限公司) since August 2008. Mr. Hou served as a director of Shenzhen Zhongzhanxin Technology Fund Investment Partnership (深圳中展信科技基金投資合夥企業) from December 2015 to February 2017; and an executive director of Full Apex (Holdings) Limited (BTY.SG) from April 2005 to August 2008. From January 2001 to April 2005, he held several positions, including a senior consultant of Guangzhou Tiancheng Certified Public Accountants, a financial adviser of Guangzhou Full Apex Group and its member companies and a financial adviser of Hong Kong Ren Tong Group (香港仁通集團). Mr. Hou served as an executive director, deputy general manager and chief financial officer of Guangdong Investment Limited (0270.HK) from July 1992 to January 2001. From 1992 to 2001, he held several positions during the same period, including a non-executive director of Guangdong Land Holdings Limited (0124.HK, originally known as Guangdong Brewery Holdings Limited), a nonexecutive director of Guangdong Tannery Limited (1058.HK), a director of Hi Sun Technology (China) Limited (0818.HK, originally known as Guangdong Building Industries Limited), an executive director of Guangnan (Holdings) Limited (1203.HK), the chairman of the supervisory committee of Guangdong Teem (Holdings) Limited, a director of Hong Kong Baiyue Finance Limited (香港百粵金融財務有限公司), a director of Hong Kong Citybus Ltd.

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BIOGRAPHY DETAILS OF DIRECTOR CANDIDATES OF THE EIGHTH SESSION OF THE BOARD

APPENDIX I

(香港城市巴士有限公司), a director of Hong Kong Far East Landfill Technologies Limited (香 港遠東垃圾堆填有限公司), a director and chief financial officer of Hong Kong Guangdong Transportation Co., Ltd. (香港廣東交通有限公司), a director of Hong Kong Guangdong Electricity Co., Ltd. (香港廣東電力有限公司), a director of Wharney Guang Dong Hotel Hong Kong, a director of Guangdong Hotel Hong Kong, and a deputy managing director of Hong Kong Bidacheng Investment Co., Ltd. (香港必達成投資有限公司). Mr. Hou served as the vice general manager of the finance department and the general manager of the accounting department of Guangdong Holdings Group (香港粵海集團) from May 1989 to July 1992; the chief financial officer of Shenzhen Guangdong Hotel Co., Ltd. (深圳粵海酒店有限公司) from July 1988 to May 1989; and a technician at Guangdong Yuedong Diesel Engine Factory (廣東 粵東柴油機廠) from 1976 to 1981. Mr. Hou received his master’s degree in economics from Jinan University in July 1988. He is a holder of the professional qualification certificate of Hong Kong securities industry and the fund manager qualification certificate of the Asset Management Association of China. Mr. Hou was granted the title of accountant by Guangdong accountant professional title appraisal panel in October 1992.

Mr. Jin Qinglu (靳慶魯) , aged 48, a professor. Mr. Jin has served as the dean of the School of Accountancy of Shanghai University of Finance and Economics since November 2018; a professor of the School of Accountancy of Shanghai University of Finance and Economics since June 2012; and an independent director of Orient Securities Company Limited (600958.SH; 03958.HK) since September 2017. Mr. Jin was an independent director of Shanghai Emperor Of Cleaning Hi-tech Co., Ltd. (603200.SH) from October 2017 to October 2020; an independent director of China Grand Automotive Services Group Co., Ltd. (600297.SH) from July 2015 to December 2015; an independent director of Besttone Holding Co., Ltd. (600640.SH) from May 2014 to December 2015; an independent director of Shanghai SK Petroleum & Chemical Equipment Corporation Ltd. (002278.SZ) from November 2013 to November 2016; the vice dean of the School of Accountancy of Shanghai University of Finance and Economics from March 2015 to November 2018; the vice dean of the Institute of Accounting and Finance of Shanghai University of Finance and Economics from March 2014 to November 2018; an assistant professor and a vice professor in the School of Accountancy of Shanghai University of Finance and Economics from June 2005 to May 2012; and an assistant professor of Accounting Department of Xi’an Jiaotong University from March 1999 to June 2000. Mr. Jin received a doctorate degree from the Hong Kong University of Science and Technology in November 2005.

Save as disclosed above, none of the Director candidates of the Eighth 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.

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BIOGRAPHY DETAILS OF DIRECTOR CANDIDATES OF THE EIGHTH SESSION OF THE BOARD

APPENDIX I

Save as disclosed below, none of the Director candidates for the Eighth Session of the Board has any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Bank, 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 of
					the total number
		Nature of	Class of	Number of	of Shares of
Name	Current position	interest	Shares	Shares held	the Bank
				(shares)	(%)
Deng Xinquan	Secretary to the Party	Beneficial	Domestic	1,205	0.00001
	Committee, chairman of	owner	shares
	the Board of Supervisors
	and the employee
	Supervisor
Sun Feixia	Executive Director, Vice	Beneficial	Domestic	378,907	0.003
	Chairman of the Board,	owner	shares
	Secretary of the Board
	and Company Secretary

Save as disclosed above, the Board is not aware of any other matters in relation to the re-election and appointment of the Director candidates of the Eighth 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.

When determining suitable candidates for independent non-executive Directors, the Bank fully takes into account the benefits of diversity on the Board and considers factors including but not limited to: (1) relevant accomplishment and professional knowledge and industry experience of the candidates; (2) the candidates’ commitment in respect of available time, interest and attention to the businesses of the Bank; (3) perspectives, skills and experience that the candidates can bring to the Board; and (4) diversity in all its aspects, including but not limited to gender, age, cultural and educational background, professional experience, skills, knowledge and length of service, etc.

Having considered the above, the Bank is of the view that the candidates for independent non-executive Directors can bring valuable contributions to the Company and further promote the diversity on the Board.

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APPENDIX II

BIOGRAPHY DETAILS OF EXTERNAL SUPERVISOR AND SHAREHOLDER REPRESENTATIVE SUPERVISOR CANDIDATES OF THE EIGHTH SESSION OF THE BOARD OF SUPERVISORS

Biography details of the external Supervisor and Shareholder representative Supervisor candidates of the Eighth Session of the Board of Supervisors are set out as follows:

I. CANDIDATES FOR EXTERNAL SUPERVISORS

Mr. Li Dong (李東) , aged 62, has been an external Supervisor of the Company since May 2018. Mr. Li has been a professor at the School of Economy and Management of the Harbin Institute of Technology and Ph.D. tutor since July 2000. Mr. Li was a professor of the Faculty of Social Science of the Harbin University of Civil Engineering and Architecture from September 1997 to July 2000, an associate professor of the Faculty of Social Science of the Harbin University of Civil Engineering and Architecture from July 1996 to August 1997, an associate professor at the Harbin Administrative Cadre Institute of Economics from October 1989 to June 1996, a teaching assistant at the Harbin Forestry Machinery Factory Workers College from July 1982 to July 1986, an advisor to Harbin Longshang (Private Entrepreneur) Club (哈爾濱龍商(民營企業家)俱樂部) from October 2009 to October 2015, a corporate advisor and independent director at Heilongjiang Heli Group Construction and Engineering Co., Ltd. (黑龍江合利集團建築工程有限公司) from August 1999 to August 2012, an advisor to Harbin Xiangge Real Estate Co., Ltd. (哈爾濱祥閣置業有限公司) from September 2003 to August 2010, an advisor to Harbin Hexin Industry (Group) Co., Ltd. (哈爾濱和鑫實業(集團) 有限公司) from August 2001 to August 2004, an advisor to Hongbo Trade City (紅博商貿城) and Honorary Vice President of the Marketing Research Association (市場營銷研究會) of Harbin Institute of Technology High-tech Enterprise Development Co., Ltd. (哈爾濱工大高新 技術產業開發股份有限公司) from October 2000 to October 2002, an advisor to Harbin Duopeng Food Co., Ltd. (哈爾濱市多朋食品有限公司) and Harbin Manhattan Multi-Line Group Co.,Ltd. (哈爾濱曼哈頓多元集團有限公司) from June 1999 to June 2001, an advisor to the Harbin International Golf Club and Harbin Amusement Park from October 1998 to October 2001, and a special visual commentator at Heilongjiang Broadcasting Television from August 2000 to August 2001. Mr. Li graduated from the Renmin University of China (part-time) with a Doctor’s degree in Politics and Economics in June 2005.

Ms. Li Zhaohua (李兆華) , aged 55, has been an external Supervisor of the Company since May 2019. Ms. Li has been a professor and a Ph.D tutor at the Accounting School of Harbin University of Commerce since July 2005, an independent director of Harbin Pharmaceutical Group Co., Ltd. since January 2021, a standing executive member of the fifth council of Heilongjiang Institute of Internal Auditors since December 2017, a performance appraisal expert of Heilongjiang Enterprises Association since June 2017, an executive member of the third council of Heilongjiang Institute of Management since December 2016, a bidding evaluation expert for government procurements in Heilongjiang since May 2015, and the vice president of the Harbin Institute of Environment and Operations since March 2015. Ms. Li served as an associate professor of the Accounting Department of Harbin University of Commerce from May 2000 to July 2005, an associate professor of the Accounting Department of Heilongjiang College of Finance and Political Science from September 1996 to May 2000, a lecturer of the Audit Department of Heilongjiang College of Finance and Political Science

– 14 –

APPENDIX II

BIOGRAPHY DETAILS OF EXTERNAL SUPERVISOR AND SHAREHOLDER REPRESENTATIVE SUPERVISOR CANDIDATES OF THE EIGHTH SESSION OF THE BOARD OF SUPERVISORS

from September 1993 to September 1996, a teaching assistant of the Audit Department of Heilongjiang College of Finance and Political Science from July 1988 to September 1993, and a professional advisor of the Accounting Department of the Professional Construction Committee of Heilongjiang University of Finance and Economics from June 2018 to April 2019. Ms. Li obtained her master’s degree in economics from Peking University in September 1996.

Mr. Sun Yi (孫毅) , aged 50, has been an external Supervisor of the Company since May 2019. Mr. Sun has been a professor and master instructor of the School of Law of Heilongjiang University since September 2015, a standing executive member of the sixth council of the Harbin Law Society since December 2018, a member of the second council of the Civil Law Research Institute of the China Law Association since June 2017, an arbitrator of the fourth and fifth committee of the Harbin Arbitration Commission since September 2013, an editor of the Northern Legal Science Magazine since January 2007, a researcher of the Civil and Commercial Laws Research Center of Heilongjiang University since April 2004, and a lawyer of Tianleping Law Firm since November 2003. Mr. Sun served as an associate professor of the School of Law of Heilongjiang University from September 2004 to August 2015, a lecturer of the School of Law of Heilongjiang University from September 1999 to August 2004, and a teaching assistant of the School of Law of Heilongjiang University from September 1996 to August 1999. Mr. Sun obtained a doctorate degree in law from China University of Political Science and Law in June 2003, and obtained the practicing lawyer’s license in May 1997.

II. CANDIDATE FOR SHAREHOLDER REPRESENTATIVE SUPERVISOR

Ms. Yang Xuemei (楊雪梅) , aged 49, has been a Shareholder representative Supervisor of the Company since October 2020. Ms. Yang has served as the deputy general manager and a supervisor of Harbin Heli Investment Holding Co., Ltd. (哈爾濱合力投資控股有限公司) since August 2018 and the chairman of Infrastructure Development and Construction Corporation of Harbin Economic and Technology Development Zone (哈爾濱經濟技術開發區 基礎設施開發建設總公司) since December 2020. Ms. Yang was the chairman of Harbin Kaishengyuan Real Estate Co., Ltd. (哈爾濱凱盛源置業有限責任公司) from November 2017 to December 2020, the deputy general manager of Infrastructure Development and Construction Corporation of Harbin Economic and Technology Development Zone (哈爾濱經濟技術開發區 基礎設施開發建設總公司) from August 2014 to August 2018, a staff and the deputy head of the engineering and technology department of Infrastructure Development and Construction Corporation of Harbin Economic and Technology Development Zone from May 2002 to August 2014, a supervisor of Aidi Engineering Construction Supervision Co., Ltd. of Harbin Economic and Technology Development Zone (哈爾濱經濟技術開發區愛迪工程建設監理有限責任公司) from April 2000 to May 2002, and a staff of design office of the infrastructure division and technical department of infrastructure company of Harbin No. 1 Machinery Manufacturer (哈 爾濱第一機器製造廠) from July 1991 to April 2000. Ms. Yang received a college degree from Heilongjiang Institute of Construction Technology in July 2005, and is currently a senior engineer as accredited by the Personnel Department of Heilongjiang Province.

– 15 –

APPENDIX II

BIOGRAPHY DETAILS OF EXTERNAL SUPERVISOR AND SHAREHOLDER REPRESENTATIVE SUPERVISOR CANDIDATES OF THE EIGHTH SESSION OF THE BOARD OF SUPERVISORS

Save as disclosed above, none of the shareholder representative Supervisor or external Supervisor candidates of the Eighth Session of the Board of Supervisors 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. None of the shareholder representative Supervisor or external Supervisor candidates of the Eighth Session of the Board of Supervisors has any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Bank, 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 appointment of the shareholder representative Supervisor and external Supervisor candidates of the Eighth 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.

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NOTICE OF 2021 FIRST EXTRAORDINARY GENERAL MEETING

==> picture [113 x 50] intentionally omitted <==

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 2021 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2021 first extraordinary general meeting (“ EGM ”) of Harbin Bank Co., Ltd. (the “ Bank ”) will be held at Meeting Room 4001, Harbin Bank Building, No. 888 Shangjiang Street, Daoli District, Harbin, Heilongjiang Province, China, at 8:30 a.m. on Wednesday, 24 February 2021 for the purposes 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 of the Bank dated 5 February 2021 (the “ Circular ”) unless otherwise stated.

ORDINARY RESOLUTIONS

1. To consider and approve the appointment of Directors of the Eighth Session of the Board:

2. (1) To consider and approve the appointment of Mr. Deng Xinquan as an executive Director of the Eighth Session of the Board of the Bank.

3. (2) To consider and approve the re-election of Mr. Lyu Tianjun as an executive Director of the Eighth Session of the Board of the Bank.

4. (3) To consider and approve the re-election of Ms. Sun Feixia as an executive Director of the Eighth Session of the Board of the Bank.

5. (4) To consider and approve the re-election of Mr. Zhao Hongbo as a non-executive Director of the Eighth Session of the Board of the Bank.

6. (5) To consider and approve the re-election of Mr. Zhang Xianjun as a non-executive Director of the Eighth Session of the Board of the Bank.

7. (6) To consider and approve the re-election of Mr. Yu Hong as a non-executive Director of the Eighth Session of the Board of the Bank.

8. (7) To consider and approve the re-election of Mr. Lang Shufeng as a non-executive Director of the Eighth Session of the Board of the Bank.

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NOTICE OF 2021 FIRST EXTRAORDINARY GENERAL MEETING

• (8) To consider and approve the re-election of Mr. Sun Yan as an independent non-executive Director of the Eighth Session of the Board of the Bank.

• (9) To consider and approve the re-election of Mr. Zhang Zheng as an independent non-executive Director of the Eighth Session of the Board of the Bank.

• (10) To consider and approve the re-election of Mr. Hou Bojian as an independent non-executive Director of the Eighth Session of the Board of the Bank.

• (11) To consider and approve the appointment of Mr. Jin Qinglu as an independent non-executive Director of the Eighth Session of the Board of the Bank.

• To consider and approve the appointment of external Supervisors and Shareholder representative Supervisor of the Eighth Session of the Board of Supervisors:

• (1) To consider and approve the re-election of Mr. Li Dong as an external Supervisor of the Eighth Session of the Board of Supervisors of the Bank.

• (2) To consider and approve the re-election of Ms. Li Zhaohua as an external Supervisor of the Eighth Session of the Board of Supervisors of the Bank.

• (3) To consider and approve the re-election of Mr. Sun Yi as an external Supervisor of the Eighth Session of the Board of Supervisors of the Bank.

• (4) To consider and approve the re-election of Ms. Yang Xuemei as a Shareholder representative Supervisor of the Eighth Session of the Board of Supervisors of the Bank.

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

Harbin, China, 5 February 2021

* 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 2021 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

1. Details of the above resolutions are set out in the Circular.

2. Closure of register of members

In order to determine the Shareholders who are entitled to attend and vote at the EGM, the H share register of members of the Bank will be closed from Friday, 19 February 2021 to Wednesday, 24 February 2021 (both days inclusive). Shareholders whose name appear on the H share register of members and domestic share register of members of the Bank on Friday, 19 February 2021 will be entitled to attend and vote at the EGM. The H Shareholders who intend to attend and vote at the EGM 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) not later than 4:30 p.m. on Thursday, 18 February 2021.

3. Registration procedures for attending the EGM

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/her identity card or other valid documents evidencing his/her capacity as a legal representative. If appointed a proxy 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. Proxy

Any Shareholder entitled to attend and vote at the EGM is entitled to appoint one or more persons (whether such person is a Shareholder or not) as his/her proxy or proxies to attend and vote on his/her 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 with the instrument appointing the proxy at Computershare Hong Kong Investor Services Limited (for H Shareholders) or the Bank’s Board Office (for Domestic Shareholders).

To be valid, the proxy form 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 H Shareholders) or the Bank’s Board Office (for Domestic Shareholders) not less than 24 hours before the time stipulated for convening the EGM or any adjourned meeting thereof.

Completion and return of a proxy form will not preclude a Shareholder from attending in person and voting at the EGM 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.

5. Publication of poll results

Pursuant to the Hong Kong Listing Rules, any vote of shareholders at a shareholders’ 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 HKEx news website of Hong Kong Exchanges and Clearing Limited at http://www.hkexnews.hk after the EGM.

– 19 –

NOTICE OF 2021 FIRST EXTRAORDINARY GENERAL MEETING

6. Other business

The Bank attaches great importance to the health of shareholders. In view of the continuation of the novel coronavirus (COVID-19) epidemic, the Bank made the following recommendations for the EGM: (1) Shareholders in medium- and high-risk areas are advised to appoint the chairman of the meeting to vote on their behalf. Shareholders in non-medium-high-risk areas are advised to be absent from the meeting in person as far as possible and appoint the chairman of the meeting to vote on your behalf; (2) Shareholders who meet the requirements for on-site participation must wear masks and receive temperature test, show health code and carry the certificate of nucleic acid test within 7 days if on-site participation is necessary. During the meeting, they shall wear a mask all the time, and keep the necessary distance in accordance with the meeting arrangement. In view of the continuous changes in the current epidemic situation, the epidemic prevention and control policies are still being dynamically adjusted. For specific policies, please refer to the applicable policies on the date of the EGM. Shareholders who fail to meet the requirements of the epidemic prevention and control policy will not be able to enter the venue of the EGM, but they can still vote by appointing the chairman of the meeting to vote on their behalf.

The EGM 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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