Harbin Bank Co., Ltd. — Proxy Solicitation & Information Statement 2015

Dec 7, 2015

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Harbin Bank Co., Ltd. 哈爾濱銀行股份有限公司[*]

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

(Stock Code: 6138)

PROXY FORM FOR 2016 FIRST EXTRAORDINARY GENERAL MEETING TO BE HELD ON 22 JANUARY 2016

I/We [(Note][1)] of

(Note 2) H shares

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

to act as my/our proxy to attend and vote for me/us and on my/our behalf at 2016 first extraordinary general meeting (“ EGM ”) of the Bank to be held at Conference Hall 3, Harbin Shangri-La Hotel, 555 Youyi Road, Daoli District, Harbin, Heilongjiang, China, on Friday, 22 January 2016 at 9:30 a.m. or at any adjournment thereof and to exercise all rights conferred on proxies under laws, regulations, and the Articles of Association of the Bank.

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

			Special Resolutions		For(Note 4)		Against(Note 4)	Abstained(Note 4)	Abstained(Note 4)	Abstained(Note 4)
	1.	To consider and approve: (a) the Bank to issue Eligible
		Tier-2 Capital Instruments in accordance with the Issuance
		Plan (the details of which are set out in the circular of the
		Bank dated 8	December 2015 for the EGM); and (b) to
		authorise the Board to decide on all matters relating to the
		issuance of Eligible Tier-2 Capital Instruments with absolute
		discretion, and	to authorise the Board to delegate to the
		President of the Bank the authorisation to determine and
		handle all specific matters relating to		the issuance of
		Eligible Tier-2	Capital Instruments in accordance with the
		specific circumstances at the time of issuance.

Note: Further details of the above proposal are set out in the circular of the Bank dated 8 December 2015 for the EGM.

Signature:

(Note 5)

Date:

NOTES:

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

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

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

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

5. The instrument appointing a proxy must be in writing under the hand of the shareholder or his/her attorney duly authorised in writing. For a corporate shareholder, the proxy must be affixed with the common seal or signed by its director or attorney duly authorised in writing.

6. For holders of domestic Shares who wish to attend the EGM or any adjournment thereof, this form of proxy (together with a notarially certified copy of the power of attorney or other authority (if any) if this form of proxy is signed by a person on behalf of the appointor) must be returned to the Bank’s Board of Directors’ Office at 160 Shangzhi Street, Daoli District, Harbin 150010, Heilongjiang Province, China not less than 24 hours before the time for holding the EGM or any adjournment thereof. The above documents must be delivered by the holder of H shares to the Bank’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time for holding the EGM or any adjournment thereof.

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

8. 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.